Seahawk Deep Ocean Technology Inc · 424B3 · On 2/20/96

Filed On 2/20/96   ·   SEC File 33-68328   ·   Accession Number 948830-96-32

Prospectus   ·   Rule 424(b)(3)
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 1: 424B3       Prospectus                                           130±   603K 

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.     

17,086,125 Shares Common Stock      
(No Par Value)      

   This Pospectus relates to the following shares of Common Stock of Seahawk
Deep Ocean Technology, Inc. (the "Company") which have been issued.  All of     
the 17,086,125 shares covered by this Prospectus are being offered by selling   
shareholders.  (For a more complete description, see "SECURITIES COVERED BY     
THIS PROSPECTUS.")                                                              

   1.  810,812 shares of Common Stock out of a total of 970,812 shares which
were issued to fourteen persons in exchange for the conversion of debentures    
with a principal amount of $360,000 and $85,641 of accrued interest.  The       
terms of the debentures required the Company to register these shares.          

   2.  5,986,323 shares of Common Stock which were issued to fifteen persons
from May 1993 to November 1994 in exchange for the conversion of certain loans  
and accounts payable which totaled approximately $1,529,332, including accrued  
interest.  The Company agreed to register the shares in connection with the     
loan conversions.                                                               

   3.  727,273 shares of Common Stock which were issued upon the exercise of
an option which was issued to a person who invested $100,000 with the Company   
during January 1992, and for which the Company agreed to register the shares.   

4.  1,040,000 shares of Common Stock which were issued to six persons 
during May 1993, in connection with a private placement and for which the       
Company agreed to file a registration statement to register such shares for     
sale on behalf of such shareholders.                                            

5.  119,000 shares which were issued to one person on March 31, 1992, 
upon the exercise of Class A Warrants at a price of $2.00 per share.  The       
shares were paid for by converting debt owed by the Company to this person.     
The Company had agreed to register these shares when the warrants were issued.  

 6.  133,500 shares which were issued to one person during January 1992,
in connection with a private placement transaction and for which the Company    
agreed to file a registration statement to register such shares for sale on     
behalf of such shareholder.                                                     

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

The date of this Prospectus is February 14, 1996.           

------------------      
 7.  40,000 shares which were issued to one person during February 1992,
in connection with the settlement of the termination of the lease for the       
Company's planned museum and for which the Company agreed to file a             
registration statement to register such shares for sale on behalf of such       
shareholder.                                                                    

  8.  60,000 shares of Common Stock out of a total of 127,000 shares which
were issued to certain accredited investors during April 1990, in connection    
with a private offering of the Company's shares and for which the Company       
agreed to file a registration statement to register such shares for sale on     
behalf of such shareholders.                                                    

9.  600,000 shares of Common Stock which were issued to Valley Ocean  
Technology, Ltd. on February 4, 1991, in exchange for 100% of the outstanding   
shares of Valley Marine, Inc., the corporation which owned the vessel named     
SEAHAWK RETRIEVER.  The Company had previously agreed to register these         
shares.                                                                         

10.  1,302,438 shares of Common Stock which were issued to five persons 
during June 1994, in connection with a private placement and for which the      
Company agreed to file a registration statement to register such shares for     
sale on behalf of such shareholders.                                            

  11.  1,040,000 shares of Common Stock which were issued to one shareholder
during November 1994, in a private transaction and for which the Company        
agreed to file a registration statement to register such shares for sale on     
behalf of such shareholder.                                                     

12.  100,000 shares of Common Stock which were issued to one shareholder
during February 1994, as payment for a 36 foot motor vessel and for which the   
Company agreed to file a registration statement to register such shares for     
sale on behalf of such shareholder.                                             

13.  367,866 shares of Common Stock which were issued to two of the     
Company's officers in 1994 and 1995 as payment for accrued and unpaid           
remuneration and for which the Company agreed to register the shares.           

 14.  40,000 shares of Common Stock which were issued to one person during
July 1995, upon the exercise of Class G Warrants at a price of $0.25 per        
share.  The shares were paid for by converting debt owed by the Company to      
this person.  The Company had agreed to register these shares when the          
warrants were issued.                                                           

 15.  25,000 shares of Common Stock which were issued to Daniel J. Derfus,
a director of the Company, during July 1995, upon the exercise of Class P       
Warrants at a price of $0.30 per share.  The shares were paid for by            
converting debt owed by the Company to Mr. Derfus.  The Company had agreed to   
register these shares when the warrants were issued.                            

 16.  40,000 shares of Common Stock which were issued to one person during
July 1995, and 20,000 shares issued to a partnership during August 1995, in     
connection with an adjustment in the terms of a joint venture agreement         
between the person, the partnership and the Company.  Also included are an      
additional 40,000 shares issued to the partnership during January 1996          
pursuant to the terms of the joint venture agreement.  The Company agreed to    
file a registration statement for such shares on behalf of such shareholders.   

 17.  15,790 shares of Common Stock which were issued to one person during
August 1995, in exchange for an account payable totaling $3,000.  An            
additional 25,000 shares of Common Stock which were issued to the same person   
in connection with a service contract for offshore operations.  The Company     
agreed to register the shares.                                                  

  18.  360,000 shares of Common Stock which were issued to one person during
October 1995 in connection with the settlement of a lawsuit and for which the   
Company agreed to file a registration statement to register the shares.         

 19.  50,000 shares of Common Stock which were issued to one person during
October 1995 in connection with a loan transaction for which the Company        
agreed to register the shares.                                                  

  20.  105,269 shares of Common Stock which were issued to one person during
October 1995 in connection with the exercise of outstanding options and for     
which the Company agreed to register the shares.                                

21. 1,259,136 shares of Common Stock which were issued to 20 persons    
during the period from August through November 1995 in connection with a        
private placement at a price of $.25 per share and for which the Company        
agreed to file a registration statement to register such shares on              
behalf of such shareholders.  Also included are an additional 314,718 shares    
which were issued to these 20 persons during January 1996 due to a requirement  
to issue an additional 20% of the original number of shares if the shares       
issued in the private placement were not registered by December 31, 1995.       

22. 2,400,000 shares of Common Stock which were issued to six persons in
exchange for 100% of the outstanding shares of Seahawk, Inc., the corporation   
which owns the vessel named Seahawk.  The Company agreed to register the        
shares.                                                                         

23. 64,000 shares of Common Stock which were issued to a creditor in    
settlement of a debt and for which the Company agreed to register the shares.   

  The total estimated expenses incurred in connection with the preparation
of this Prospectus are $65,000, all of which will be paid by the Company.       

The Common Stock of the Company is presently traded on the NASD       
Electronic Bulletin Board under the symbol "SDOT."  On February 13, 1996,       
1995, the closing price for the Common Stock as reported on the Electronic      
Bulletin Board was $.25 per share.                                              

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

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.  PERSONS INVESTING IN 
THESE SECURITIES SHOULD BE ABLE TO SUSTAIN A TOTAL LOSS OF THEIR INVESTMENT.    
(SEE "RISK FACTORS.")                                                           

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR     
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL  
OFFENSE.                                                                        
---------------------             

The Company is subject to the informational requirements of the       
Securities Exchange Act of 1934 and in accordance therewith files reports,      
proxy statements and other information with the Securities and Exchange         
Commission (the "Commission").  Such reports, proxy statements and other        
information filed by the Company with the Commission can be inspected and       
copied at the public reference facilities maintained by the Commission at Room  
1024, 450 Fifth Street, N.W., Washington, D.C.; and at the Commission's         
regional offices: 75 Park Place, New York, New York 10278; and 500 West         
Madison Street, Suite 1400, Chicago, Illinois 60661-2511.  Copies of such       
materials can also be obtained at prescribed rates from the Public Reference    
Section of the Commission at its principal office at Room 1024, 450 Fifth       
Street, N.W., Washington, D.C. 20549.                                           

PROSPECTUS SUMMARY                  

The Company                                                                     

  Seahawk Deep Ocean Technology, Inc. (the "Company") was formed under the
laws of the State of Colorado on September 17, 1986, for the purpose of         
creating a corporate vehicle to seek and acquire a business opportunity.        

  In October of 1988, the Company completed a public offering of 1,200,000
shares of Common Stock at an offering price of $.50 per share.  The net         
proceeds of that offering to the Company were approximately $490,000.           

On March 13, 1989, the Company issued 2,000,000 shares of its no par  
value Common Stock to the holders of 100% of the outstanding common stock of    
R/V Seahawk, Inc. ("R/V Seahawk") in an exchange transaction in which R/V       
Seahawk became a wholly owned subsidiary of the Company.  During September,     
1989 the Company's name was changed from Fox Ridge Capital, Inc. to Seahawk     
Deep Ocean Technology, Inc.  On March 2, 1992, R/V Seahawk was merged into the  
Company.                                                                        

 On June 12, 1992, the Company effected a one for fifty reverse split of
the shares of the Company's Common Stock outstanding.  All financial            
information and share data in this Prospectus gives retroactive effect to this  
reverse split.                                                                  

 On September 12, 1989, the Company organized Seahawk Artifact Recovery,
Inc.  This subsidiary was inactive throughout 1989 and 1990.  In January 1991,  
its name was changed to Seahawk Museum Development, Inc.  This subsidiary was   
developing plans for a shipwreck and treasure museum in St. Petersburg,         
Florida, however, the Company's inability to finance the museum has forced the  
Company to put the museum plans on hold until appropriate financing can be      
arranged.                                                                       

  Unless the context otherwise requires, the term "Company" as used herein
refers to Seahawk Deep Ocean Technology, Inc. and its wholly owned subsidiary   
Seahawk Museum Development, Inc.                                                

   The Company is an oceanographic service company which is involved in deep
water search, survey and recovery operations.  The Company serves as the        
general partner for three limited partnerships which were formed for the        
purpose of raising money to search for and locate shipwrecks.  The Company      
currently leases or owns and operates a variety of subocean equipment           
including a 204 foot recovery vessel, an 83 foot survey vessel, ROV's           
(Remotely Operated Vehicles), and other specialized search and recovery         
equipment which enables it to locate, photograph and retrieve items lost on     
the seabed in deep water.                                                       

The Company is also seeking opportunities where it can lease its      
equipment to others and generally act as an underwater contractor.              

 The partnerships formed by the Company and for which the Company serves
as the general partner are engaged in the business of attempting to locate,     
identify, recover and market the cargoes and artifacts associated with one or   
more shipwrecks in a specific area.  The Company, on the other hand, provides   
to the partnerships the data, manpower and equipment necessary for the          
partnerships to carry out this business purpose.  The Company is also engaged   
in the business of locating, identifying, recovering and marketing the cargoes  
and artifacts associated with shipwrecks on its own behalf and for others on a  
world wide basis.                                                               

The Company's offices are located at 5102 South Westshore Boulevard,  
Tampa Florida 33611.  Its telephone number is (813) 832-4040.  (See             
"DESCRIPTION OF BUSINESS -- Facilities.")                                       

Offering Summary                                                                

                                                                · Download Table
                                                                            
   Type of Security:        Common Stock, No Par Value                      

   Shares Offered by                                                        
   Selling Shareholders:    17,086,125                                      

Shares offered by                                                           
   the Company:             None                                            

            Total           17,086,125                                      

   Shares Outstanding as                                                    
   of January 31, 1996      25,473,914                                      

   Proceeds From the                                                        
   Offering:                All proceeds from the sale of the 17,086,125    
                            shares offered by the Selling Shareholders will 
                            accrue to the Selling Shareholders.  No proceeds
                            will accrue to the Company from the shares of-  
                            fered by the Selling Shareholders. The shares   
                            are expected to be offered and sold at prices   
                            related to the prevailing market prices at the  
                            time such shares are sold.                      

Financial Summary                                                               

The following financial summary is derived from the consolidated      
financial statements of the Company, and should be read in conjunction with     
such financial statements and accompanying notes appearing elsewhere in this    
Prospectus.  This financial data is not covered by the report of the            
independent accountants.  The per share amounts and the weighted average        
number of shares have been adjusted for the effect of the one for fifty (1 for  
50) reverse stock split effected on June 12, 1992.  (See "FINANCIAL             
STATEMENTS.")                                                                   

                                                                · Download Table

                                                                     At      
                                             At                  December 31,
Balance Sheet Data:                  September 30, 1995              1994    
-------------------                    ---------------           ------------
                                                                             
Current Assets                           $   69,348               $  307,103 
Total Assets                              2,794,115                3,112,850 
Current Liabilities                       1,776,193                2,421,991 
Total Liabilities                         2,616,193                2,421,991 
Stockholders' Equity                        177,922                  690,859 
                                                                · Download Table

Statement of                For the Nine Months          For the Year Ended   
Operations Data:             Ended September 30,             December 31,     
----------------        -------------------------   ------------------------- 
                           1995           1994          1994           1993   
                        ----------    -----------    ------------ ----------- 
                                                                              
Revenues                $ 437,489    $    47,200    $   182,227   $   436,631 
Net Loss                $(812,955)   $(1,107,201)   $(1,451,232)  $(1,876,862)
Net Loss Per Common                                                           
 Share                  $   (0.04)   $     (0.07)   $     (0.09)  $     (0.17)

RISK FACTORS          

 These securities involve a high degree of risk.  Prospective purchasers
should consider carefully, among other factors set forth in the Prospectus,     
the following:                                                                  

1.  Need for Additional Financing.  The Company needs additional      
financing in order to finance the search for additional shipwrecks, the         
continued excavation of wreck sites, the $1 million obligation to Commercial    
Union Capital Limited which is payable over the two years from June 1, 1995,    
and to pay the continuing overhead expenses of the Company.  Except for the     
revenue received from the lease of the Retriever (see "BUSINESS --              
Equipment"), the Company currently has no clear source for any material         
revenues or financing.  The Company's future revenues or financing will depend  
upon the sale of artifacts by Seahawk I, Ltd., the formation of new             
partnership(s) to pay for search and recovery, the leasing or sale of           
equipment to others, or the exercise of outstanding warrants.  The formation    
of new partnerships will dilute any potential return to the Company from a      
wreck due to the distributions which would be due to the partners.              

 The vessel Retriever has been pledged as security for the obligation to
Commercial Union.  Therefore, if the Company defaults on this obligation,       
Commercial Union could take possession of the Retriever which in turn would     
terminate the revenues which the Company receives from the lease of the         
Retriever.                                                                      

 Seahawk I, Ltd. and Seahawk II, Ltd. are both out of cash and currently
do not intend to raise any more financing.  Seahawk I, Ltd. is attempting to    
make arrangements to sell artifacts, reproductions and items based on           
artifacts on home shopping television channels.  Seahawk II, Ltd. has           
terminated all business activity.  Eagle Partners, Ltd. has formed a joint      
venture with Sea Miners, Inc. of Baltimore, Maryland, to jointly search for a   
shipwreck.  The joint venture has raised $100,000 to fund the inspection of     
certain sites and is attempting to arrange additional project funding.  (See    
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF     
OPERATIONS" below.)                                                             

2.  Difficulty of Obtaining Additional Financing.  The Company's poor 
financial condition and the existence of the SEC investigation, which           
commenced in March 1992, and culminated in a civil injunctive action filed in   
August 1994, have made it very difficult to raise any kind of financing.  For   
example, at various times during the past three years the Company has borrowed  
money from investors in order to finance the Company's operations.  In          
connection with these loans, the Company has needed to issue warrants to the    
investors as additional consideration for the loans.                            

3.  Limited Operating History, Operating Losses, and Qualified        
Accountants Opinion.  The Company has only had a limited operating history and  
has incurred substantial operating losses since its inception.  During the      
fiscal year ended December 31, 1994, the Company had a net loss of              
($1,451,232) and had an accumulated deficit of $(11,032,995).  In the           
Company's financial statements for the year ended December 31, 1994, Giunta,    
Ferlita & Walsh, P.A., the Company's independent certified public accountants,  
included an opinion which expressed substantial doubt as to the Company's       
ability to continue as a going concern.  There can be no assurance that the     
Company will be able to continue in business, and if so that it will ever be    
able to achieve profitable operations.  (See "FINANCIAL STATEMENTS.")           

  4.  Speculative Nature of Shipwreck Search and Recovery.  The search for
possible shipwrecks and the recovery of objects therefrom, particularly in      
deep water, is an extremely speculative high risk venture.  Even though the     
Company's first two partnerships, Seahawk I, Ltd. and Seahawk II, Ltd., have    
each located shipwreck sites, and removed artifacts therefrom, there is no      
assurance that the recovery of the wrecks will be profitable.   In addition,    
the retrieval, identification, conservation and storage of such objects will    
be costly and time consuming.  If a shipwreck is determined by the Company to   
be worthy of salvage, because of the costs and inherent risks of deep water     
salvage, there can be no assurance that sufficient additional funds or salvage  
contracts with others can be obtained for such salvage, or even if obtained,    
that such salvage will prove successful.                                        

 5.  SEC Administrative Proceeding and Civil Injunctive Action.  On July
30, 1992, the SEC issued an order directing the staff of the Division of        
Enforcement (the "Division") to conduct an examination pursuant to Section      
8(e) of the Securities Act of 1933 (the "Act") to determine whether a stop      
order should be issued relating to a registration statement which the Company   
had filed during March 1992 and which had become effective by the passage of    
time on August 1, 1992.  Under Section 8(d) of the Act, a stop order            
proceeding was instituted against the Company by order of the SEC dated         
January 12, 1993.  A hearing was held before an SEC Administrative Law Judge    
during late January and early February 1993.                                    

On May 26, 1993, the Administrative Law Judge issued his Initial      
Decision.  The Judge concluded that the registration statement filed by the     
Company was materially false and misleading and that the Company failed to      
cooperate with the examination conducted by the Division's staff.  A stop       
order was issued suspending the effectiveness of the Company's registration     
statement.                                                                      

  The primary focus of the proceeding was the value of shipwreck artifacts
owned by the Company and an affiliated partnership, Seahawk I, Ltd.  The Judge  
found that the Company had overstated the value of the artifacts on its         
balance sheet and in other financial information provided in its registration   
statement.  The Judge concluded that the total net realizable value of all the  
artifacts owned by the Company and Seahawk I was $1,356,361 of which amount     
$285,413 was attributed to the Company artifacts and $1,070,948 was attributed  
to the Seahawk I artifacts.  As a result of this Decision, and in order to      
present the financial statements in accordance with generally accepted          
accounting principles, the Company and Seahawk I, Ltd. restated their December  
31, 1990 and 1991 financial statements.                                         

The findings of the Administrative Law Judge could possibly be used by
private litigants in civil suits against the Company to provide that the        
Company misstated material facts in certain periodic reports it filed with the  
SEC.                                                                            

  During August 1994, the SEC filed a civil action against the Company and
three former officers and directors of the Company seeking injunctive relief    
against the Company and injunctive and monetary relief against the former       
offices and directors.   The SEC did not seek any financial penalties or other  
monetary relief against the Company.                                            

  The Complaint filed by the SEC alleged that the Company violated Section
17(a) of Securities Act of 1933 and Sections 10(b), 13(a) and 13(b) of the      
Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, 13a-13 and      
13b2-1 promulgated thereunder.  The SEC alleged that between April 1989 and     
July 1991, the Company and three former directors and officers disseminated to  
the public, in the form of television broadcasts, videotapes and press          
releases, false and misleading material information and failed to disclose      
certain material information concerning the Dry Tortugas shipwreck discovered   
and excavated by the Company.  The SEC also alleged, as it did in the stop      
order proceeding, that the Company  materially overstated the value of          
artifacts on its balance sheet and in other financial information provided in   
the registration statement of the Company and two amendments thereto filed in   
1992 with the SEC and in certain periodic reports of the Company filed in 1992  
with the SEC.                                                                   

  The Company and the staff of the SEC negotiated a settlement whereby the
Company agreed to consent to the entry of a final judgement of permanent        
injunction, without admitting or denying any of the allegations in the          
Complaint.  In addition, the Company agreed that it will not employ two of the  
three former officers and directors as officers and directors of the Company    
or any subsidiaries of the Company, use corporate funds to pay for or           
reimburse any costs incurred by them for the defense of any civil or            
administrative action instituted against them by the SEC, or redeem or          
purchase any stock they own until after the termination of any such action.     

  6.  Success Dependent on Management.   Success of the Company depends on
the active participation of John T. Lawrence and John P. Balch.  The Company    
has no "key-man" life insurance on either of these persons.  The loss of the    
services of either Mr. Lawrence or Mr. Balch would adversely affect the         
Company's business and its likelihood of continuing operations.                 

7.  Natural Hazards.  Underwater salvage and recovery operations are  
inherently difficult and dangerous and may be delayed or suspended by weather,  
sea conditions and other natural hazards.                                       

8.  Title to Objects Located.  Persons and entities other than the    
Company (both private and governmental) may claim title to shipwrecks or        
objects located by the Company.  Even if the Company is successful in locating  
and salvaging one or more shipwrecks, there is no assurance that the Company    
will be able to establish its right to property recovered as against            
governmental entities claiming an interest therein, prior owners or other       
attempted salvors.  (See ("BUSINESS -- Legal Aspects of International           
Salvage.")                                                                      

9.  Uncertain Market For and Value of Recovered Objects.  Even if     
valuable items can be located and salvaged by the Company, it is difficult to   
predict the price that might be realized for these items.  The value of many    
recovered items may fluctuate with a precious metals market which has been      
highly volatile in recent years.  Additionally, sale for historical or          
numismatic value may require the assistance of experts, which assistance might  
not be readily available and could be prohibitively expensive.  Moreover, the   
entrance on the market of a large supply of antique items from shipwrecks       
located and salvaged by the Company or others could itself depress the market   
for these items.                                                                

 10.  Delay in Distribution or Sale of Recovered Items.  The methods and
channels to be used in the disposition of the salvaged items are uncertain at   
present, except for the Company's plans to market artifacts, reproductions and  
items based on artifacts on home shopping television channels.  The Company is  
also contemplating the opening of a shipwreck and treasure museum including a   
gift shop for the sale of artifacts.  (See "BUSINESS -- Plan of Operations --   
Marketing of Artifacts" below.)  Ready access to buyers for disposition of any  
artifacts or other valuable salvaged items recovered by the Company, cannot be  
assured and delays in the disposition of such salvaged items are very           
possible.  In fact, the Company may decide to not sell all or a portion of the  
salvaged items for a certain period of time  in an attempt to enhance their     
value.  The storage and security of salvaged items pending sale will, most      
likely be expensive.                                                            

   11.  Conflicts of Interest.  Two of the Company's principal shareholders,
John C. Morris and Gregory P. Stemm, are subject to various significant         
potential conflicts of interest with the Company arising from the relationship  
of their affiliates to the Company.  Since 1989, the Company has leased the     
research vessel SEAHAWK from Seahawk, Inc., a corporation owned principally by  
Messrs. Morris and Stemm.  During October 1995, the Company entered into an     
agreement with the stockholders of Seahawk, Inc., in which the Company          
purchased all of the outstanding common stock of Seahawk, Inc. in exchange for  
2,400,000 shares of the Company's Common Stock. (See "TRANSACTIONS WITH         
MANAGEMENT AND OTHERS.")                                                        

On June 1, 1994, the Company entered into a contract for consulting   
services with Remarc International, Inc., a corporation owned by Messrs.        
Morris and Stemm, whereby Remarc was to seek to obtain a permit for a project   
in South American waters on behalf of the Company in return for between 6.0%    
and 9.5% of the gross recovery of the project, depending on the percentage      
paid to the South American government.  In furtherance of the negotiations for  
the permit, it became prudent to join forces with a South American competitor   
to form a bidding Consortium.  The Consortium rendered the original             
Consultancy Agreement with Remarc inappropriate and under a Joint Venture       
Agreement dated August 1995, with the Company, Remarc agreed to forego its      
entitlement to the percentage of the gross recovery of the project and instead  
become an equal partner with the Company in a local company that owns half of   
the Consortium.  All transactions involving Messrs. Morris and Stemm, or their  
affiliates, have been and will be approved by the Board of Directors.           

 In addition, the Company has in the past, and intends in the future, to
form partnerships to pay for the search and recovery of shipwrecks where the    
Company serves as the general partner of the partnership.  Potential conflicts  
of interest may exist between the Company and the partnerships arising from     
this relationship.                                                              

 The three partnerships which have been formed by the Company are in the
business of "engaging in expeditions attempting to locate, identify, recover    
and market the cargoes and artifacts associated with one or more shipwrecks     
within a specified geographic area," while the Company is engaged in the        
business of providing the data, manpower and equipment necessary to locate,     
identify, recover and market the cargoes and artifacts associated with          
shipwrecks, both for itself and others, on a world wide basis.  The Company     
expects that any future partnerships which may be formed would also be limited  
to the search for a specific wreck or for the search of a specific geographic   
area.  The Company believes that the practice of limiting the business of a     
partnership to a specific wreck or geographic area will mitigate the effects    
of any conflicts of interest.  (See "TRANSACTIONS WITH MANAGEMENT AND           
OTHERS.")                                                                       

12.  Competition.  The Company is aware of at least one other operating 
company which is engaged in the business of locating and retrieving shipwrecks  
from deep water.  There are also several companies operating on a world wide    
basis who may have the technological capability necessary to compete with       
Seahawk.  In the event these companies decided to enter the shipwreck           
business, they may have greater experience, technology and financial            
resources.  There are a number of investor groups, or other entities, which     
have been formed for the purpose of searching for a particular shipwreck.  As   
different technologies which can be utilized in the search and recovery of      
shipwrecks are developed or improved the likelihood of competitors may          
increase.                                                                       

 13.  Control by Present Management.  The present Officers and Directors
of the Company beneficially own 1,966,802 shares or approximately 7.5% of the   
Company's outstanding shares, and, as a practical matter, control the           
operations and affairs of the Company.  (See "SECURITY OWNERSHIP OF MANAGEMENT  
AND PRINCIPAL SHAREHOLDERS.")                                                   

14.  Warrants Outstanding to Purchase 6,540,695 Shares.  In connection
with several private placement transactions, loans, loan conversions, and       
settlement agreements during a period from December 1991 through July 1995,     
the Company issued warrants to purchase 7,679,132 shares of Common Stock.       
During this period, 1,012,000 of these Warrants were exercised and 126,437      
Warrants expired.  Included in the 6,540,695 Warrants remaining outstanding     
are Warrants to purchase:                                                       

                                                                · Download Table
                                                        
  142,000     shares at $0.10                           
1,000,000     shares at $0.25                           
  175,000     shares at $0.30                           
3,803,750     shares at $0.32                           
   32,000     shares at $0.38                           
1,100,000     shares at $0.50                           
  100,000     shares at $1.00                           
   25,754     shares at $2.00                           
   32,191     shares at $5.00                           
  100,000     shares at the lower of $2.50 or the lowest
              bid price in previous 180 days            
---------                                               
6,540,695                                               

 The exercise of these warrants would dilute the percentage ownership of
the Company's current shareholders.                                             

  15.  Sales by Selling Shareholders.  The shares being offered hereby are
being offered solely by Selling Shareholders who are not restricted as to the   
price or prices at which they may sell the shares.  To the extent that shares   
are sold below the then current level at which the Company's shares are         
trading, the market price of the Company's Common Stock may be adversely        
affected.  Further, this offering may depress the market price of the           
Company's Common Stock because of the large number of shares being offered and  
the absence of a fixed offering price.  The Company's ability to raise equity   
capital by selling shares of its Common Stock for cash may be impaired because  
of this offering by Selling Shareholders.                                       

  Selling Shareholders must comply with the requirements of the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,   
and the rules thereunder including Rules 10b-2, 10b-6 and 10b-7, in offers and  
sales of their shares.  In particular, Selling Shareholders may not:  (i) pay   
commissions or finder's fees to anyone other than normal brokers' commissions   
paid to their brokers who execute their orders for sales; (ii) bid for or       
purchase for their own account or the account of any affiliate (including any   
other Selling Shareholder) or induce others to bid for or purchase, any of the  
Company's shares, including those shares offered by this Prospectus, until      
their shares have been sold; or (iii) make any bids for or purchases of such    
shares, directly or indirectly, for the purpose of stabilizing the price of     
the Company's Common Stock.  Additionally, Selling Shareholders including       
brokers through whom their sales are made, as well as dealers who purchase      
shares being offered hereby for resale, must comply with the prospectus         
delivery requirements of the Securities Act of 1933, as amended, during the     
term of this offering.                                                          

16.  Dividends.  No dividend has been paid on the Common Stock since    
inception and none is contemplated at any time in the foreseeable future.       
(See "DESCRIPTION OF SECURITIES.")                                              

17.  Shares Eligible for Future Sale.  Of the shares of the Company's   
Common Stock outstanding, 17,712,291 are "restricted securities" and under      
certain circumstances may in the future be sold in compliance with Rule 144     
adopted under the Securities Act of 1933, as amended.  Future sales of those    
shares under Rule 144 could depress the market price of the Common Stock in     
any market which may exist.  Of such shares, approximately 5,694,047 shares     
are currently eligible for sale pursuant to Rule 144.                           

18.  Preferred Stock.  The Company is authorized to issue 60,000,000  
shares of Preferred Stock, no par value.  The Preferred Stock may be issued in  
series from time to time with such designation, rights, preferences and         
limitations as the Board of Directors of the Company may determine by           
resolution.  The potential exists, therefore, that preferred stock might be     
issued which would grant dividend preferences and liquidation preferences to    
preferred shareholders over common shareholders.  Unless the nature of a        
particular transaction and applicable statutes require such approval, the       
Board of Directors has the authority to issue these shares without shareholder  
approval.  The issuance of Preferred Stock may have the effect of delaying or   
preventing a change in control of the Company without any further action by     
shareholders.  There are currently 200,000 shares of Series 1 Convertible       
Preferred Stock outstanding.  (See "DESCRIPTION OF SECURITIES.")                

MARKET PRICE AND DIVIDENDS        

   The Company's Common Stock is traded on the over-the-counter market.  The
following table sets forth the range for high and low bid quotations for the    
Company's securities as reported by NASDAQ until February 10, 1994, and the     
NASD's Electronic Bulletin Board since February 10, 1994.  These prices are     
believed to be representative inter-dealer quotations, without retail markup,   
markdown or commissions, and may not represent actual transactions.  The        
Company's Common Stock traded on the NASDAQ Small Cap Market under the symbol   
"SDOT" from January 24, 1990 until February 10, 1994, when it was delisted for  
non-compliance with the rule that requires companies with net equity lower      
than $2,000,000 to maintain a minimum bid stock price of $1.00.                 

                                                                · Download Table

                                          Bid            
                                 ------------------------
Quarter Ended                      High           Low    
-------------                    --------       ---------
                                                         
March 31, 1992                   $3.12500       $1.562500
June 30, 1992                    $3.50000       $1.250000
September 30, 1992               $3.25000       $0.187500
December 31, 1992                $0.40625       $0.125000

March 31, 1993                   $1.00000       $0.125000
June 30, 1993                    $1.37500       $0.500000
September 30,1993                $1.06250       $0.531300
December 31, 1993                $0.78130       $0.187500

March 31, 1994                   $0.56250       $0.500000
June 30, 1994                    $0.34380       $0.250000
September 30, 1994               $0.42190       $0.343800
December 31, 1994                $0.37500       $0.156250

March 31, 1995                   $0.35938       $0.34375 
June 30, 1995                    $0.40625       $0.31250 
September 30, 1995               $0.50000       $0.25000 
December 31, 1995                $0.8125        $0.0625  


Approximate Number of Holders of Common Stock                                   

The number of beneficial holders of the Company's no par value Common 
Stock at February 1, 1996, was approximately 8,000.                             

Dividends                                                                       

  Holders of Common Stock are entitled to receive such dividends as may be
declared by the Company's Board of Directors.  The Company has not paid any     
dividends on its Common Stock and the Board of Directors of the Company         
presently intends to pursue a policy of retaining earnings, if any, for use in  
the Company's operations and to finance expansion of its business.  The         
declaration and payment of dividends in the future, of which there can be no    
assurance, will be determined by the Board of Directors in light of conditions  
then existing, including the Company's earnings, financial condition, capital   
requirements and other factors.                                                 

USE OF PROCEEDS           

   No proceeds from the sale of the 17,086,125 shares offered by the Selling
Shareholders will accrue to the Company.                                        

 Although the Company will not be receiving any additional proceeds from
the sales made by the Selling Shareholders, the Company has received            
consideration from the Selling Shareholders when the shares being registered    
were originally issued by the Company.                                          

MANAGEMENT'S DISCUSSION AND ANALYSIS OF         
FINANCIAL CONDITION AND RESULTS OF OPERATIONS         

General                                                                         

  The Company was formed on September 17, 1986 for the purpose of creating
a corporate vehicle to seek and acquire a business opportunity.  The Company    
completed a public offering during October, 1988 and received net proceeds of   
approximately $490,000.  On March 13, 1989 the Company acquired 100% of the     
outstanding stock of R/V Seahawk, Inc. ("R/V Seahawk") in exchange for          
2,000,000 shares of the Company's Common Stock.  The Company had no             
significant operations prior to the March, 1989 acquisition of R/V Seahawk.     
On March 2, 1992, R/V Seahawk was merged into the Company.                      

Results of Operations                                                           

Nine Months Ended September 30, 1995, Compared to Nine Months Ended   
September 30, 1994                                                              

 The net loss for the nine months ended September 30, 1995, was $812,955
as compared to a loss of $1,107,201 in the corresponding period of 1994.        

 The reduced loss for the nine months ended September 30, 1995, compared
to the nine months ended September 30, 1994, resulted from an increase in       
revenues of $390,289 while operating expenses (down by $102,059 to $518,656)    
decreased and administrative expenses (up by $188,820 to $563,804) increased.   

   The most significant revenues and cost reductions resulted primarily from
the charter of the M/V Seahawk Retriever which provided an increase in revenue  
of $281,667 during the 1995 period while there was no such revenues during the  
same nine months of 1994.  There also was a reduction of $28,263 in marine      
operations expense to $205,610 for the nine months ended September 30, 1995,    
compared to $233,873 for the corresponding period of 1994.  The major savings   
in the cost of vessel operations were achieved by decreases in the costs of     
insurance (down $9,478), dockage (down $14,927), supplies and consumables       
(down $2,286), and repairs (down by $3,005).                                    

A reduction of $84,089 in depreciation expense during the nine months 
ended September 30, 1995, as compared to the equivalent nine months of 1994     
resulted primarily from the sale of the ROV Merlin and associated equipment     
during 1994 and the expiration of useful life of certain computer equipment.    
The Company expects that the adoption of SFAS No. 121, Accounting for the       
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,    
which will become effective for fiscal years beginning after December 15,       
1995, would have no effect on the financial statements as of September 30,      
1995.                                                                           

 An increase in interest expense of $69,795 during the nine months ended
September 30, 1995, as compared to the equivalent nine months of 1994 was       
offset by a decrease in the loss on partnership operations of $30,338, an       
increase in interest income from affiliates of $22,438 and a gain in the sale   
of marketable securities of $19,900.                                            

Administrative expense totaled $563,804 for the nine months ending    
September 30, 1995, as compared to $374,984 for the same period in 1994.        
Major components of the administrative expense for the nine months ending       
September 30, 1995, were accounting expense ($32,712), provision for bad debt   
($174,310), legal costs ($73,421), personnel costs ($244,476), and telephone    
and communications ($15,188).  The provision for bad debt related to an amount  
due by International Diving and Consulting Services, Inc. for the charter of    
the vessel M/V Seahawk Retriever.                                               

Year Ended December 31, 1994, Compared to Year Ended December 31, 1993

The net loss for the year ended December 31, 1994, was $1,451,232 as  
compared to a loss of $1,876,863 for the year ended December 31, 1993, a        
decrease in losses of about 23%.                                                

The reduction in revenues to $182,227 in 1994 from $436,631 in 1993   
resulted from a decrease in revenue-producing partnership operations to         
$50,285 in 1994 from $430,545 in 1993.  Revenue from affiliated partnerships    
was down primarily due to management's decision to no longer perform marine     
services for Eagle Partners, Ltd. until the partnership secures funding to      
pay for the services.  This was offset by a $125,856 increase in revenue from   
others ($131,942 in 1994 as compared to $6,086 in 1993).  This increase was     
largely due to the revenue on the lease of the vessel "M/V Seahawk Retriever"   
pursuant to a Bareboat Charter Agreement between the Company and an unrelated   
party which began producing revenue in September 1994.                          

An increase in operating expenses to $836,580 in 1994 from $811,974 in
1993 resulted in part from an increase in expense associated with vessel        
operations to $319,346 in 1994 from $225,403 in 1993.  There were increases in  
the costs of insurance (to $46,863 from $18,898), dockage (to $22,527 from      
$6,812), and personnel (to $178,567 from $104,620) with a decrease in vessel    
maintenance expenses to $22,025 in 1994 from $41,022 in 1993.  The dockage,     
personnel, and insurance increases were directly attributable to the overhead   
of the M/V Seahawk Retriever in the third quarter of 1994 following the         
vessel's release from arrest.  The Company did not bear such costs during       
1993.  The rental of the vessel R/V Seahawk increased to $72,000 in 1994 from   
$54,000 in 1993 as the vessel was rented for the full year in 1994 and only 9   
months in 1993.  Depreciation expense decreased to $324,515 in 1994 from        
$426,087 in 1993 mostly due to the sale in 1994 of the ROV Merlin.              

  A $214,595 reduction in administrative expense to $516,241 from $730,835
in 1993, resulted primarily from reduced legal expenses (to $78,780 in 1994     
from $237,428 in 1993) as the Company no longer incurred the higher costs due   
to the SEC investigation and the Commercial Union lawsuit in 1994.  There was   
also a reduction  in accounting expense (to $33,434 from $58,247),              
administrative salary expense (to $127,847 from $134,195) and a reduction in    
general administrative costs of $8,106 due to the continued strategy of         
overhead reduction in line with operational activity and cash resources.        
There were moderate increases in costs of consulting (increase of $19,436),     
printing (increase of $4,267), postage (increase of $2,178) and insurance       
(increase of $2,941).                                                           

Interest expense was up by $60,792 due to an increase in notes payable
during 1994 when new notes amounting to $310,000 were issued.  Interest         
expense also continued to accrue to Commercial Union on the long-term debt.  A  
decrease in losses resulting from partnership operations to $60,763 in 1994     
from $394,283 in 1993, was primarily due to a lack of funding for the           
partnership's operations and the consequent reduction in their overall          
expenditures.  There was also a reduction of loss due to disposal of assets to  
$45,181 in 1994 from $260,006 in 1993 since the loss on the sale of the ROV     
"Merlin" was provided for in the earlier year.                                  

Liquidity and Capital Resources                                                 

At December 31, 1994, the Company had negative working capital of     
$(2,114,888).  During the nine months ended September 30, 1995, the Company's   
working capital increased to a negative $(1,706,845).                           

  The increase in working capital of $408,043 in the period was mostly the
result of restructuring $825,000 of the preferred ships' mortgage with          
Commercial Union Capital Limited to long-term debt from current liability.      
Net operating losses before depreciation were financed by the proceeds from     
the sale of marketable securities and the issuance of common stock.             

In September 1994 and November 1994, the Company issued 1,001,875 and 
800,000 shares of common stock, respectively, in two private placements.        
Under the terms of the private placements, if the stock issued was not          
registered by December 31, 1994, and March 10, 1995, a bonus of 30% of the      
original issue became due.  The shares were not registered within the time      
limit, consequently 300,562 shares of common stock were issued on January 1,    
1995, and 240,000 were issued in May 1995.  On January 1, 1995, $83,702 of      
accrued expense was converted into 264,774 shares of common stock, and on       
March 1, 1995, an account payable of $4,609 was converted into 31,926 shares    
of common stock.  On June 30, 1995, a debt holder exercised warrants for        
40,000 shares of common stock in exchange for $10,000 of debt owed by the       
Company.  During August and September 1995, the Company issued $698,836 shares  
of common stock for $174,709 cash raised in a private placement stock           
offering.  After September the Private Placement was closed out.  The total     
amount raised was $314,784 by the placement of 1,259,316 shares.                

In October 1993, the Company signed a marketing agreement with Buckeye
Communications, Inc.  The agreement sets out the terms under which the          
Company's artifacts, products derived from the artifacts and products derived   
from the Company's archive material would be marketed by Buckeye on a           
worldwide exclusive basis.  Any sales resulting from this marketing effort      
were to result in royalty payments to the Company.  Similar agreements were     
signed between Buckeye and Seahawk I, Ltd., Seahawk II, Ltd. and Eagle          
Partners, Ltd.  The agreements required a minimum revenue to the Company and    
its Affiliates of $350,000 in the first two years in order for the agreements   
to continue in force.  The development of products under the marketing          
agreement took longer than expected, and little revenue was earned from the     
agreement with Buckeye.  The required minimum revenue in the two years to       
October 1995 was not achieved, and the agreement expired in October 1995.       
During 1994, Buckeye did provide a licensing agreement with a third party to    
develop a CD ROM game which is expected to enter the market in the first        
quarter of 1996 and provide royalty income to the Company from that time.  In   
October 1993, Buckeye also agreed to provide Seahawk I, Ltd. with a loan of     
$250,000 at 10% per annum interest for two years.  The loan was secured by      
certain of the pearls owned by Seahawk I, Ltd. and guaranteed by the Company.   
Under the terms of the note, interest is payable quarterly, but none of the     
interest due was paid.  On December 1, 1994, an agreement was reached between   
the Company, Seahawk I, Ltd. and Buckeye under which the Company assumed the    
Buckeye loan and interest due in return for a note from Seahawk I, Ltd.  The    
principal of the loan was converted into 1,000,000 shares of common stock in    
the Company and 200,000 shares of convertible, redeemable preferred stock in    
the Company. The outstanding interest of $54,156 is scheduled to be repaid at   
the rate of $5,000 per month.                                                   

  The original loan enabled Seahawk I, Ltd. to pay some of its liabilities
to the Company.  Until it can obtain additional financing or begin earning      
revenue from its artifacts, either by direct sale or royalty on reproductions,  
it will not be able to pay the balance of the liabilities.  It is not likely    
that the Partnership will be able to raise further financing except through     
the sale of artifacts.  The Partnership had planned to sell its artifacts       
through the Seahawk Shipwreck and Treasure Museum, but the inability to         
finance the museum had forced the Company to put the museum plans on hold       
until appropriate financing could be arranged.                                  

During August 1994, the Company entered into a Vessel Bareboat Charter
and Purchase Agreement with International Diving and Consulting Services, Inc.  
("International Diving"), a Lafayette, Louisiana based underwater services      
company.  Pursuant to this agreement, International Diving agreed to charter    
the SEAHAWK RETRIEVER for the five year period commencing September 1, 1994,    
and to purchase the vessel at the end of the five year period for a net         
purchase price of approximately $1,350,000 plus interest at a rate equal to 3%  
per annum over the Citibank New York prime rate.                                

  The agreement further provides that International Diving will market the
vessel at a minimum day rate of $5,000, except that all lump sums or turnkey    
projects will have a $6,000 minimum daily rate.  International Diving further   
guarantees one hundred eighty (180) days utilization of the vessel at a rate    
of $5,000, or an annual total of $900,000.  The greater of the guaranteed       
revenues or the actual revenues, after deduction for certain operating costs,   
will be shared between the Company and International Diving as follows: (i)     
35% to the Company as charter hire for the vessel; (ii) 30% to International    
Diving for operating costs and profit; and (iii) 35% to the Company which will  
be applied toward the purchase price of the vessel.  Revenue of $231,857 was    
earned during the six months ended June 30, 1995.  Payments are due quarterly   
within 10 days after the end of each quarter.  In the event International       
Diving fails to purchase the vessel at the end of the five year term, the       
vessel is to be returned to the Company and the 35% payments which are          
credited toward the purchase price will be retained by the Company as           
liquidated damages.  International Diving's performance under this agreement    
has also been personally guaranteed by the two principals of International      
Diving.                                                                         

  On November 23, 1994, International Diving filed a voluntary petition in
the United States Bankruptcy Court under Chapter 11 of the Bankruptcy Code.     
Due to this Chapter 11 filing, International Diving was not able to make the    
lease payment in the amount of approximately $100,000 which was due to the      
Company on December 10, 1994.                                                   

On March 7, 1995, the U.S. Bankruptcy Court Western District of       
Louisiana, Lafayette - Opelousas Division ordered International Diving to pay   
(a) $130,836 on or before March 17, 1995; (b) $56,935 on or before April 7,     
1995; (c) $56,935 on or before May 7, 1995; and (d) all future payments under   
the Agreement as they come due, and ordered that the Agreement be amended to    
grant International Diving the option to purchase the Retriever for the sum of  
$1,450,000 payable in cash on or before June 1, 1995.  International Diving     
has declined the option to purchase the Retriever and has made the payments     
under (a), (b) and (c) above.                                                   

   International Diving was unable to make the payment of $136,703.50 due on
June 10, 1995, and on July 11, 1995 (as modified on July 25, 1995), the same    
U.S. Bankruptcy Court ordered International Diving to make payments of          
$45,568.00 on July 11 and July 25, 1995, and to make payments of $53,179 on     
August 8, August 24 and September 5, 1995.  The payment due on July 11, 1995    
was made and $45,000 was received on August 8, 1995.  No further payments have  
been received.                                                                  

On August 22, 1995, the Bankruptcy Court ordered that because         
International Diving had failed to pay the sums required by the order of July   
25, 1995, they should immediately surrender the Retriever to the Company.  The  
vessel was repossessed by the Company on September 12, 1995.  An account        
receivable from International Diving of $173,620 owing at September 30, 1995,   
was provided for as bad debt due to the possibility that International Diving   
may be forced into a Chapter 7 Bankruptcy Liquidation.  The Company is,         
however, pursuing International Diving for the outstanding payments through     
the same Bankruptcy Court.  The Company is currently offering the M/V Seahawk   
Retriever for charter in the Gulf of Mexico.                                    

 Seahawk II, Ltd. is out of funds and the partners have decided they are
not willing to invest additional funds to continue further excavation of the    
wreck site.  If the General Partner is unable to identify additional working    
capital to work on the Partnership's wreck off St. Augustine, it may consider   
asking the partners to vote on terminating the Partnership.                     

   Eagle Partners, Ltd. is also out of cash but has continued its search for
a shipwreck believed to have sunk off the east coast of the United States.      
The Company has provided survey services to Eagle Partners, Ltd. on credit,     
but has in effect provided in full against the account receivable by assuming   
losses on investments sufficient to create a negative balance on investment in  
the Partnership that is equal to the account receivable. On July 18, 1995, the  
Company announced that it had entered into a joint venture agreement with Sea   
Miners, Inc., a Baltimore, Maryland company, to resume the search for this      
shipwreck.  The joint venture incorporates research by both parties concerning  
this wreck and a pooling of resources to continue the search operations.        
Under the agreement, the Company will continue to be the offshore contractor    
to the joint venture for all marine operations.  The Company earned revenues    
of $45,250 during the quarter ended September 30, 1995, from this partnership   
and expects to earn additional revenue during the fourth quarter of 1995 from   
this partnership.                                                               

The Company is reviewing other potential shipwreck projects, and it is
anticipated that if the Company were to proceed with any of these projects, it  
would help to form limited partnerships for the purpose of funding the          
projects.  There is no assurance that any of the partnerships would be          
successful in raising the necessary amount of funding.                          

   In order for the Company to remain in business during the next 12 months,
it is necessary for the Company to pursue charter and contract work, generate   
new sources of revenue or raise additional financing.  The Company's current    
and future efforts to obtain additional financing will concentrate on offering  
additional equity to investors until such time as the Company's operational     
cash flow is self-supporting.  As indicated above, the Company, acting in its   
capacity as general partner of Seahawk I, Ltd., is attempting to arrange for a  
sale of the artifacts owned by Seahawk I, Ltd.                                  

BUSINESS        

The Company                                                                     

  Seahawk Deep Ocean Technology, Inc. (the "Company") was formed under the
laws of the State of Colorado on September 17, 1986, for the purpose of         
creating a corporate vehicle to seek and acquire a business opportunity.        

  In October of 1988, the Company completed a public offering of 1,200,000
shares of Common Stock at an offering price of $.50 per share.  The net         
proceeds of that offering to the Company were approximately $490,000.           

On March 13, 1989, the Company issued 2,000,000 shares of its no par  
value Common Stock to the holders of 100% of the outstanding common stock of    
R/V Seahawk, Inc. ("R/V Seahawk") in an exchange transaction in which R/V       
Seahawk became a wholly owned subsidiary of the Company.  During September      
1989 the Company's name was changed from Fox Ridge Capital, Inc. to Seahawk     
Deep Ocean Technology, Inc.  On March 2, 1992, R/V Seahawk was merged into the  
Company.                                                                        

 On June 12, 1992, the Company effected a one for fifty reverse split of
the shares of the Company's Common Stock outstanding.  All financial            
information and share data in this Prospectus give retroactive effect to this   
reverse split.                                                                  

 On September 12, 1989, the Company organized Seahawk Artifact Recovery,
Inc.  This subsidiary was inactive throughout 1989 and 1990.  In January 1991,  
its name was changed to Seahawk Museum Development, Inc.  This subsidiary was   
developing plans for a shipwreck and treasure museum in St. Petersburg,         
Florida, however, the Company's inability to finance the museum has forced the  
Company to put the museum plans on hold indefinitely.                           

  Unless the context otherwise requires, the term "Company" as used herein
refers to Seahawk Deep Ocean Technology, Inc. and its wholly owned subsidiary   
Seahawk Museum Development, Inc.                                                

   On February 4, 1991, the Company acquired all of the outstanding stock of
Valley Marine, Inc. ("VMI") in exchange for 600,000 newly issued shares of the  
Company's Common Stock.  VMI owned the SEAHAWK RETRIEVER, the 204-foot          
recovery vessel.  During February 1991, VMI merged into R/V Seahawk.            

R/V Seahawk was formed on May 23, 1988, for the purpose of serving as 
general partner for one or more limited partnerships which were to be formed    
to search for valuable shipwrecks.  R/V Seahawk was initially capitalized with  
$200,000 by John C. Morris, Gregory P. Stemm and three other investors.  R/V    
Seahawk then purchased equipment to be used for the search operations and       
signed an agreement with marine archaeologist Robert Marx for the right to use  
data for a suspected shipwreck site.  R/V Seahawk then formed its first         
partnership, Seahawk I, and raised $175,000 to fund the search activity.  The   
fund raising and initial search efforts were carried on during the remainder    
of 1988 and into 1989 until April, 1989, when the Seahawk I partnership         
located and identified its first shipwreck.                                     

   The Company is an oceanographic service company which is involved in deep
water search, survey and recovery operations.  The Company serves as the        
general partner for three limited partnerships which were formed for the        
purpose of raising money to search for and locate shipwrecks.  The Company      
currently leases or owns and operates a variety of subocean equipment           
including a 204 foot recovery vessel, an 83 foot survey vessel, ROV's           
(Remotely Operated Vehicles), and other specialized search and recovery         
equipment which enables them to locate, photograph and retrieve items lost      
on the seabed in deep water.                                                    

The Company is also seeking opportunities where it can lease its      
equipment to others and generally act as an underwater contractor.              

 The partnerships formed by the Company and for which the Company serves
as the general partner are engaged in the business of attempting to locate,     
identify, recover and market the cargoes and artifacts associated with one or   
more shipwrecks in a specific area.  The Company, on the other hand, provides   
to the partnerships the data, manpower and equipment necessary for the          
partnerships to carry out this business purpose.  The Company is also engaged   
in the business of locating, identifying, recovering and marketing the cargoes  
and artifacts associated with shipwrecks on its own behalf and for others on a  
world wide basis.                                                               

Seahawk I, Ltd., Seahawk II, Ltd. and Eagle Partners, Ltd.                      

The Company has formed three limited partnerships (Seahawk I, Ltd.,   
Seahawk II, Ltd. and Eagle Partners, Ltd.) for the purpose of funding the       
search for deep water shipwrecks in predesignated areas.                        

Seahawk I, Ltd.  During April, 1989, the first partnership (Seahawk I)
located and photographed a Spanish wreck which the Company believes was one of  
the vessels lost during a storm in 1622.  The wreck was found approximately     
1,500 feet deep in international waters south of the Florida Keys.  During      
June, 1989 a bell was recovered from the site in order to perfect the           
admiralty claim in the United States District Court.                            

  During June 1990, Seahawk I commenced its pre-disturbance survey on this
wreck and during August 1990, Seahawk I commenced actual recovery operations.   
The recovery operations continued until November 1990.  The SEAHAWK RETRIEVER   
returned to the site in May 1991, and resumed recovery operations which were    
carried out periodically during the summer of 1991 until October 5, 1991, when  
the SEAHAWK RETRIEVER left the site.  An area of approximately 2,690 square     
feet surrounding the site has been excavated to a depth of 1.5 to 3 feet.  The  
remaining hull structure and ballast stone pile occupy about 430 square feet    
of this area.  A total area of 11,300 square feet has been scanned with a       
metal detecting unit to a depth of approximately 14 inches and revealed in      
excess of 130 targets, most of which were dredged up.                           

   Since the Company does not have the technical capability to determine the
full depth of the wreck, it is impossible to state what percentage of the       
wrecksite has actually been excavated.  The Company does believe that the       
Partnership has reached a point of diminishing returns and the Partnership      
does not intend to return to the wrecksite unless it is able to sell most of    
its artifacts and the partners decide that the  potential of recovering any     
artifacts or treasure in the future justifies the expense of continuing with    
the recovery.                                                                   

A total of 16,480 artifacts have been recovered from the site.  These 
include twenty-nine gold finger bars, over eleven hundred silver coins, a gold  
emerald ring, three mariner's astrolabes (a navigational device used during     
the early 1600's), over 6,000 pearls, seventy-six clay olive jars and other     
miscellaneous items including musket balls, wood, pottery and pottery shards.   
Seahawk I has incurred expenses in locating, recovering, conserving and         
storing these artifacts of approximately $3,384,000 since inception, of which   
$814,156 has been capitalized into the costs of artifacts on Seahawk I's books  
at December 31, 1993.  The Company has contributed $1,190,900 since inception   
to the capital of Seahawk I.  Seahawk I has engaged the Company to provide      
vessel operations, and the Company has provided vessel operations in the        
amount of $868,465 which have been billed to Seahawk I but have not been        
paid.  These are carried in the Company's books as trade accounts receivable.   

The primary focus of the SEC Stop Order proceeding (see "Legal        
Proceedings," below) was the value of the artifacts owned by the Company and    
its partnership Seahawk I, Ltd.  As a result of the decision of the             
Administrative Law Judge on May 26, 1993, a provision has been set up against   
the capitalized cost of the artifacts in Seahawk I's books to reduce their net  
book value to $814,156 and the financial statements of the Company for the      
years ended December 31, 1990 and 1991 have been restated to comply with GAAP   
as a consequence.                                                               

Management of the Company believes that this wreck is from the 1622   
Spanish fleet.  This belief is based upon a number of factors including the     
following:  (1) the location of the shipwreck; (2) similarities of a number of  
the artifacts found on the shipwreck with artifacts found on the Atocha, a      
sunken galleon from the 1622 Spanish fleet; and (3) expert opinions of          
individuals familiar with the artifact collection and the 1622 fleet.  The      
Company does not yet know what the name of this vessel is or how much treasure  
it carried.  The Company believes that the keel length was approximately 56 to  
57 feet long indicating that the vessel size was between 100 and 220 tons.      
The Company also believes that the vessel was most likely a moderate-size       
merchant vessel.                                                                

  Seahawk I, Ltd. is a Florida limited partnership which was formed on May
23, 1988, with R/V Seahawk as the sole general partner.  The Partnership was    
initially funded with a total of $175,000 which was raised from private         
investors.  The salvage operations for this shipwreck have required the         
Partnership to raise additional funding.  The Company will split with the       
limited partners on a 50/50 basis the proceeds from the sale of all valuable    
objects or artifacts after payment of the partnership expenses and a return of  
all capital contributions to both the limited partners and the Company.  The    
expenses of the Partnership include the payment of ten percent (10%) of all     
items salvaged to Tanit Corp., a company owned by Robert Marx, the marine       
archaeologist who provided research and data relevant to this particular        
project.  Seahawk I raised an additional one million dollars ($1,000,000)       
during 1990 to finance the initial salvage operations.  In order to do this,    
Seahawk I created a new class of limited partner which is entitled to twenty    
percent (20%) of the partnership's net distributable income in return for an    
investment of $500,000.  The Company has also invested an additional $500,000   
to maintain its right, as General Partner, to receive 50% of the partnership's  
net distributable income.                                                       

On May 19, 1988, R/V Seahawk, Inc. and Tanit entered into an agreement
whereby R/V Seahawk obtained exclusive access to Mr. Marx's research and data   
covering a specified search area defined on a map, so long as the project       
commenced prior to May 1991.  In exchange for this exclusive right to Mr.       
Marx's research and data, R/V Seahawk paid to Tanit a fee of $10,000 in cash    
and agreed to pay to Tanit an additional fee equal to ten percent (10%) of the  
value of all salvaged items recovered (the "Additional Payment") both as        
additional consideration for the research and data and as consideration for     
consulting services which Mr. Marx was to render during the project.  R/V       
Seahawk licensed the exclusive use of the research and data to Seahawk I, Ltd.  
(the "Partnership") for the Partnership's use in the project.  In return, the   
Partnership assumed R/V Seahawk's obligation to pay the Additional Payment to   
Tanit.  On April 22, 1993, R/V Seahawk's and the Partnership's obligations      
with respect to the Additional Payment were fully satisfied by the transfer of  
certain artifacts to Tanit.  The cost of the artifacts was $18,384.             

  Robert F. Marx is a 58 year old marine archaeologist, maritime historian
and author.  He has participated in over 56 archaeological explorations and/or  
recoveries around the world since 1953, and he has conducted extensive          
historical research on the history of Spanish flotas and galleons.  Mr. Marx    
has written more than thirty books and 100 articles on various aspects of       
marine archaeology.                                                             

  During March 1991, Seahawk I created a new class of limited partners and
raised a total of $691,800 to finance the recovery and conservation of          
artifacts of the Partnership.  The Company also invested an additional          
$690,800 to maintain its right to receive 50% of the net distributable income.  
The Company carries an account and note receivable from Seahawk I, Ltd. of      
$1,059,494 as of June 30, 1995, less a provision for losses in excess of        
investment of $650,617.                                                         

  Seahawk II, Ltd.  During May, 1989, R/V Seahawk formed Seahawk II, Ltd.,
a Florida limited partnership ("Seahawk II"), and agreed to serve as the sole   
general partner.  Seahawk II is structured very similar to Seahawk I except     
that the expenses of the Partnership include a payment of 5% of all items       
salvaged to a fund for the crew.  Seahawk II sold 50 Units at a price of        
$30,000 per Unit.  During 1989, Seahawk II commenced its proposed business of   
attempting to locate deep water shipwrecks in a specific area off the east      
coast of Florida, and found what management believed to be a colonial era       
shipwreck.  This belief was based on, among other things, the opinions of Dave  
Moore described below relating to the age of the silver coins and cannons       
found on the wreck.  A cooking pot and piece of rigging were recovered from     
the site in order to perfect the admiralty claim.  During October 1990,         
Seahawk II conducted a predisturbance survey of this wreck site (referred to    
as the "St. Augustine" site) utilizing Harbor Branch Oceanographic              
Institution's Johnson Sea-Link manned submersible.  During this survey,         
approximately 90 artifacts were recovered including two cannons, numerous       
cannon balls, and a dozen copper cooking pots.  Dave Moore, an archaeologist    
who used to be employed by the Company, estimated the cannon is from the        
1700's.  Dave Moore holds a Masters Degree in Maritime History and Underwater   
Research and he has over 10 years' experience in archaeology.                   

  During April 1991, the Johnson Sea-Link returned to the site to continue
work on the shipwreck for 6 days.  A good portion of the area surrounding the   
ballast pile was uncovered and some timbers and ribs of the ship were exposed   
which, according to archaeologist Robert Marx, indicated that the ship was      
small in size -- most likely in the 50 to 75 ton range.  During this trip, a    
number of artifacts were recovered, including 6 Spanish silver coins, three     
four-foot cannons, more copper cooking pots, scores of lead musket and pistol   
balls, pulley blocks and sheaves and other miscellaneous items.  According to   
Mr. Moore, the coins date between 1712 and 1714.  Mr. Marx has reported to the  
Company that he believes that the ship was a small Spanish vessel known as an   
"Adviso" or advice boat -- sometimes called a "Patache."  One or more of these  
ships was usually employed in each treasure fleet with their main purposes      
being to carry mail and official communications between the king and            
government officials.                                                           

According to Mr. Moore, this class of vessel was never authorized to  
carry treasure, but contraband treasure was sometimes carried on these ships.   
He has also stated that there was no way he could say whether or not this       
shipwreck contains substantial amounts of treasure.                             

   The Seahawk II Partnership currently has no cash, and the partnership has
no plans except to attempt to liquidate the artifacts if a reasonable           
opportunity to do so arises.                                                    

The Company carries an account receivable from Seahawk II, Ltd. of    
$14,928 as of June 30, 1995, less a provision for bad debt of $6,454 and for    
losses in excess of investment of $17,090.                                      

Eagle Partners, Ltd.  During November 1991, the Company formed Eagle  
Partners, Ltd., a Florida limited partnership ("Eagle Partners"), with the      
Company serving as the general partner.  Eagle Partners sold 3 Units for a      
total of $150,000.  The partnership is operating under a joint venture          
agreement with a non-affiliated researcher who has provided the research and    
data for a 19th Century shipwreck off the east coast of the United States.      
The joint venture agreement was entered into between the Company and the        
researcher, and the Company assigned its rights and responsibilities in the     
joint venture to Eagle Partners.  According to the researcher and newspaper     
accounts of the sinking, the vessel was believed to have a valuable cargo of    
specie on board at the time of the sinking, although there is no assurance      
that the researcher is correct or that the shipwreck will be located.  The      
researcher holds a Bachelor's Degree in Interdisciplinary Studies with a        
concentration in Marine Archaeology, and he has been involved in underwater     
archaeology and searching for shipwrecks for over 25 years.  He has written     
over 10 books and a number of articles on the history of shipwrecks.            

  Pursuant to the terms of the joint venture agreement, the researcher was
to receive twenty percent (20%) of any items recovered from the ship.   The     
partnership was responsible for conducting and paying the expenses of the       
search and recovery of the shipwreck and if successful, for marketing any       
cargo which was recovered.  The partnership was to receive eighty percent       
(80%) of any recovery.                                                          

The joint venture agreement required the partnership to dedicate the  
vessel R.V. Seahawk (or a similar vessel with similar equipment) to work on     
this project at least 120 days during 1992, and each year thereafter,           
beginning not later than May 30 of each year.  The joint venture agreement was  
amended in June 1994.  The amended agreement required the partnership to work   
on the project for at least 60 days during 1994.  The partnership did not meet  
this schedule and defaulted on the agreement.  In such an event, the agreement  
provided that all rights to conduct search and/or salvage efforts relative to   
this wreck would revert to the researcher.  The Company has negotiated a        
replacement of the joint venture agreement (the "1995 Agreement") under which   
the researcher's share of any successful recovery was reduced to ten percent    
(10%) and the requirement for the partnership to work on the project was        
reduced to 60 days during 1995.  In return the Company agreed to issue the      
researcher and his partner 60,000 shares of its Common Stock.  The 1995         
Agreement provides that if the minimum work requirement is not met by the end   
of 1995, then to continue the arrangements without a minimum performance        
requirement, the Company must issue the researcher and his partner an           
additional 40,000 shares.                                                       

  The partnership's eighty percent interest in the joint venture was to be
allocated among the Company and the limited partners as follows:  After the     
return of all contributed capital each $50,000 unit was to receive 5% of the    
first $1 million distributed, 4% of the second $1 million distributed, 3% of    
the third $1 million distributed, 2% of the fourth $1 million distributed and   
1% of anything over $4 million distributed.  The Company, as the general        
partner, was to receive the balance of any distribution.                        

   After reviewing the research, Eagle Partners established a primary search
area of 100 square miles and a larger search area of 600 square miles.  During  
1992, Eagle Partners searched approximately 500 square miles and located six    
shipwrecks.  During May 1993, using newly acquired research data, Eagle         
Partners searched approximately 140 square miles and located five shipwrecks.   
During 1994, Eagle Partners searched approximately 140 square miles.  None of   
the shipwrecks located to date has been that shipwreck the partnership is       
seeking.                                                                        

  In early 1995, the Company became aware of another company ("Sea Miners,
Inc.") that was searching for the same shipwreck (code named "Golden Eagle")    
and in order to pool research and resources and to remove all-or-nothing        
competition, Eagle Partners and Sea Miners formed an equal joint venture to     
search for the vessel.  As a result of the joint venture, each of the limited   
partners of Eagle Partners agreed to reduce their entitlement of any            
distribution to one-half of the original amount in the paragraph above.  The    
joint venture has contracted to use the Company for all of its offshore         
services. $100,000 was raised by the joint venture to finance the initial       
inspection of certain sites that Sea Miners has revealed as possible            
shipwrecks in its search area.  The joint venture intends to raise additional   
financing for this project but there is no assurance that it will be able to    
do so.                                                                          

The Company carries an account receivable from Eagle Partners of      
$1,024,329 as of June 30, 1995, less a provision for losses in excess of        
investment of $1,027,854.                                                       

Management of Partnerships                                                      

The following table sets forth information concerning the authority of
the general partner in the three partnerships referred to above for which the   
Company serves as general partner.  The purpose of this table is to disclose    
generally the types of actions that the general partner can take without        
needing approval of the limited partners and the types of actions where         
approval of the limited partners is required.                                   

                                                                · Download Table

                                                         Approval of        
                 Action                           Limited Partners Required 
                                                                            
1.  Enter into contracts and agreements         1.  No.                     
    which the general partner ("G.P.")                                      
    deems necessary or advisable for the                                    
    conduct of the partership's business.                                   

2.  Enter into partnerships or joint            2.  No.                     
    ventures.                                                               

3.  Employ advisers or agents.                  3.  No.                     

4.  Borrow money on secured or unsecured        4.  No.                     
    basis.                                                                  

5.  Amend limited partership agreements.        5.  Yes (by the holders of a
                                                    majority of the limited 
                                                    partnership units).     

6.  Admit additional G.P.'s.                    6.  Yes (by the holders of a
                                                    majority of the limited 
                                                    partnership units).     

7.  Admit additional limited partners.          7.  No.                     

8.  Sell additional units in the partnership.   8.  No - unless it requires 
                                                    amendment to partnership
                                                    agreement.              

9.  Remove G.P.                                 9.  Yes* (by the holders of 
                                                    75% of the limited part-
                                                    nership units).         

10. Dissolve partnership.                       10. Yes (by the holders of a
                                                    majority of the limited 
                                                    partnership units).     

  *  In Seahawk II, the limited partners do not have the right to remove the
general partner.                                                            

Background                                                            

  During the past three years, the number and seriousness of approaches by
various groups interested in ocean salvage have increased significantly,        
principally because the development and application of new technology have      
improved working capability in the deep sea.                                    

The principals of the Company have been operating the research vessel 
SEAHAWK (the "SEAHAWK") for the past five years.  In addition, through their    
involvement with this Company and affiliated companies, they have been          
acquiring highly specialized search, survey and recovery equipment.  They have  
been working closely with both consultants and employees considered to be some  
of the leading experts at deep ocean search and recovery, diving on wrecks,     
and assembling a shipwreck data base.                                           

Plan of Operation                                                     

The Company expects that, at least initially, much of its deep ocean  
shipwreck search and recovery activities will be funded by limited              
partnerships similar to Seahawk I, Seahawk II and Eagle Partners thereby        
transferring most of the economic risk of finding shipwrecks to the investors   
in these partnerships.  As soon as the Company believes that it has sufficient  
capital of its own to finance these activities, it will do so in order to       
avoid diluting the Company's interest in the wrecks.  Management's only         
experience in forming and marketing partnerships for the purpose of funding     
shipwrecks is Seahawk I, Seahawk II and Eagle Partners.                         

  The Company is also exploring joint ventures with others for the purpose
of searching for shipwrecks in deep water off the coasts of foreign countries   
including Brazil and Portugal.                                                  

   The Company and its partnerships expect to follow the following six steps
in their deep water expeditions.                                                

  1.  Determine Target Search Areas Through Research.  The first step in a
deep water search operation is to develop data on proposed sites through a      
combination of research conducted by the Company or research purchased by the   
Company from others.  For example, the wreck located by Seahawk I, Ltd. was     
based on research conducted by an archaeologist who was paid with a 10%         
interest in the wreck.  The Company has received research on numerous wrecks    
throughout the world, and is continually, as time permits, reviewing this       
research for possible recovery projects.                                        

2.  Search for Anomalies in the Target Areas.  Once the target area   
search sequence has been determined, the search will then be undertaken to      
locate promising anomalies utilizing the Company's equipment.                   

If an anomaly is found, its precise location will be noted and mapped 
using the navigational system which utilizes digital output from sensing        
devices and logs it into the onboard computer's target navigational database.   

After completing the search of a grid, a preliminary analysis will be 
made and the position of promising targets will be noted.  This will indicate   
those sites and anomalies which will be revisited for visual verification and   
inspection with the ROV's.                                                      

3.  Survey and Verification of the Anomaly Site.  The initial         
verification phase will serve to provide visual confirmation of the nature and  
composition of the anomaly.  In most cases, a look at the subject sites will    
quickly determine whether they are natural bottom structures, manmade objects   
that hold little interest (steel drums, cable, modern anchors, fishing          
equipment, etc.) or potentially valuable sites.  If the site looks promising,   
small artifacts will be recovered in an attempt to date and identify the        
vessel.                                                                         

   This entire phase will be accomplished using ROV's, incorporating onboard
lights, cameras, sonar and tracking navigation systems.                         

With the video records and items recovered from the wrecksite, the    
Company will attempt to identify the wreck(s) with the help of maritime         
historians and marine archaeologists.  Identifying ancient shipwrecks is        
extremely difficult, however, and the Company has been unable to definitely     
define the shipwrecks discovered by Seahawk I and Seahawk II.  Once the wreck   
has been identified, a determination of the cargo carried and historical and    
archaeological significance of the wreck can be made.                           

  4.  Establishing Legal Claim to the Site.  If the site appears valuable,
the Company will take the necessary steps to legally claim title to the         
shipwreck.  This will usually  involve a filing in the U.S. Admiralty Court.    
See "Legal Aspects of International Salvage."                                   

  With respect to the wreck discovered by Seahawk I, the Partnership filed
a complaint seeking a warrant for the arrest of the vessel with the United      
States District Court for the Middle District of Florida on June 30, 1989.  On  
June 30, 1989, the Court issued a warrant for the arrest of the wreck.          
Shortly thereafter, a bell recovered from the wreck was presented to the Court  
and a  motion was filed requesting an order appointing the Company as           
custodian for the wreck.  On July 18, 1989, notice of the wreck was published   
and on September 25, 1989, the Court entered an Order Noting Default since no   
response was forthcoming from anyone to the notice published during July,       
1989.                                                                           

   With respect to the wreck discovered by Seahawk II, the Partnership filed
a complaint for the arrest of the wreck with the U.S. District Court for the    
Middle District of Florida on September 27, 1989.  On the same date the Court   
issued a warrant for the arrest of the wreck.  On December 29, 1989, artifacts  
from the wreck were presented to the Court and the Company was appointed by     
the Court as the custodian for the artifacts.  On February 13, 1990, notice of  
the wreck was published, and on December 14, 1990, the Court awarded ownership  
of the wreck to the Partnership.                                                

5.  Planning and Execution of Recovery.  Planning the actual recovery 
will depend on a large number of factors such as condition of shipwreck,        
depth, bottom conditions, current and tidal conditions.  In the anticipated     
operating depths, several pieces of equipment will play vital roles in the      
recovery operation.  First, a safe, stable ship must be used as the recovery    
platform.                                                                       

The vessel must also be large enough from which to deploy the         
submersibles that will be used as the actual salvage and recovery tools.        
These recovery tools will include ROV's, some of which will be significantly    
larger and capable of greater working ability than the ROV's used for initial   
visual investigations.                                                          

Beginning with its salvage activities of the Seahawk I wreck site, the
Company has used the vessel SEAHAWK RETRIEVER, a 200 foot supply vessel, as     
the primary vessel from which the recovery operations are conducted.  The       
SEAHAWK RETRIEVER has been used to deploy the ROV named Merlin which is being   
used for the salvage and recovery activities.  (See "Equipment" below for       
descriptions of the SEAHAWK RETRIEVER and the ROV Merlin, and see "Legal        
Proceedings" below for a description of the litigation involving the Merlin     
and SEAHAWK RETRIEVER.)                                                         

6.  Conservation of Artifacts.  Complete conservation of artifacts    
recovered from shipwreck sites is a integral part of the Company's business     
plan.  These conservation efforts begin as soon as the ROV reaches the ocean    
floor.  The Company takes the utmost care in removing each artifact from the    
sea bed, using specialized tools that are built on site and carried to the sea  
floor by the ROV.  Examples of such tools are specially built baskets and       
platforms that are constructed to accommodate artifacts once they have been     
identified.  The ROV uses these tools, built to interface with its computer     
controlled manipulators, to recover each artifact from the ocean floor as       
gently as possible.                                                             

The artifacts are then placed in a larger recovery platform, which is 
designed to separate and protect the artifacts from damaging each other during  
the trip to the surface.  On deck, the artifacts are then catalogued,           
photographed and secured in specially constructed storage containers.  The      
recovery process is supervised by the Company's archaeologist who assists with  
the recovery, coordinates data management, ensures proper artifact handling,    
and initiates interpretation and analysis.                                      

  The Company has established a conservation laboratory in the building it
leases at 5102 South Westshore Boulevard, in Tampa, Florida, where the          
artifacts are transported and conserved to a final, stable state.  The Company  
has purchased for its conservation laboratory the facilities necessary for      
stabilization of most all artifacts recovered, including noble metals, iron,    
ceramics and organic materials.  Before and during conservation, the artifacts  
are made available for inspection by other archaeologists and                   
conservationists.  After conservation is completed, the artifacts may also be   
made available to the public, in a museum setting.                              

  7.  Marketing of Artifacts.  The Company intends to realize revenue from
artifacts as follows:                                                           

       (a)  By Direct Sales - Artifacts which have been properly categorized
and recorded and which are not deemed to be a necessary part of an              
archaeological collection may be sold directly to collectors, dealers or        
through retail outlets.                                                         

 (b)  By Sale of Replicas - Replicas of certain artifacts may be
produced and sold as such.                                                      

       (c)  Display - Artifacts may be displayed in museum attractions which
would generate revenue from entrance charges and merchandise sales.             

In October 1993, the Company signed a marketing agreement with Buckeye
Communications, Inc.  The agreement sets out the terms under which the          
Company's artifacts, products derived from the artifacts and products derived   
from the Company's archive material will be marketed by Buckeye on a worldwide  
exclusive basis.  Any sales resulting from this marketing effort were to        
result in royalty payments to the Company.  Similar agreements were signed      
between Buckeye and Seahawk I, Ltd., Seahawk II, Ltd. and Eagle Partners, Ltd.  
The agreements expired in October 1995, because the required minimum revenues   
were not received.                                                              

Shipwreck and Treasure Museum                                         

During 1991, the Company's wholly owned subsidiary, Seahawk Museum    
Development, Inc., commenced construction of a shipwreck and treasure museum    
in St. Petersburg, Florida.  The museum was to be approximately 10,000 square   
feet, and was to feature interactive displays aimed at entertaining as well as  
educating visitors about undersea technology, archaeology, conservation and     
the colorful history the artifacts and treasures represent.                     

 The Company leased space for the museum starting in July 1991, however,
during November of 1991, the Company was no longer able to make the monthly     
lease payments, and during February 1992, the Company negotiated a termination  
of the lease with the lessor.                                                   

 The Company's inability to finance the museum forced the Company to put
the museum plans on hold until appropriate financing could be arranged.  Such   
financing may become available pursuant to a Letter of Intent signed by         
Buckeye and the Company in October 1993.                                        

 The Letter of Intent sets out possible arrangements for the Company and
Buckeye to jointly own, develop and operate theme attractions to be known as    
Shipwreck and Treasure Museums.  It is intended that the attractions will       
display the artifacts and products recovered by the Company or the Limited      
Partnerships, recreate the background and actual mission of the recovery crew   
on each discovery, and create a gift shop that will sell artifacts and          
products, developed by Buckeye, relating to the artifacts.  It is contemplated  
that Buckeye will either provide or arrange funding for the first attraction.   
Development of the joint project is contingent upon the Company and Buckeye     
agreeing to a site, a budget and a final business plan for the museum.  In      
view of the failure of Buckeye to arrange any financing this year, it is        
unlikely that any such attractions will be built in the near future.            

South American Project                                                

  On June 1, 1994, the Company signed an Agreement for Consulting Services
with Remarc International, Inc., a  Colorado corporation principally owned by   
two former officers and directors of the Company, John Morris and Gregory       
Stemm.  The Agreement provided that Remarc would, at its own expense, seek to   
obtain for the Company a permit from the appropriate government to search for   
the particular shipwrecks involved in the South American Project.  If such a    
permit was obtained for the Company by Remarc, then the Company agreed to       
grant Remarc between 6% and 9% of the gross proceeds of any successful          
recovery from the project.  The actual percentage granted to Remarc was to      
depend on the size of portion of the recovery that would be taken by the South  
American government in return for the permit.                                   

 In furtherance of the negotiations for the permit, it became prudent to
join forces with a South American competitor to form a bidding Consortium.      
The Consortium rendered the original South American Consultancy Agreement with  
Remarc inappropriate, and under a Joint Venture Agreement dated August 1995     
with the Company, Remarc agreed to forego its entitlement to the percentage of  
the gross recovery of the project and instead become equal partners with the    
Company in a South American company that owns half of the Consortium.  The      
Company and Remarc each own 24.5% of the South American company with the        
remaining 51% being owned by Brazilians.                                        

Legal Aspects of International Salvage                                

The question of legal ramifications with regard to the recovery of    
shipwrecks raises a number of issues.  Salvors, historical interests and        
individuals claiming ownership based on the payment of insurance claims all     
have potential claims on goods brought up from the sea floor.                   

The seas are divided into four basic zones:  the territorial sea, the 
contiguous zone, the continental shelf, and the high seas.  The Company         
expects that most of its activities will be conducted in what is considered     
the high seas.  The site of the shipwreck found by Seahawk I, Ltd. is           
approximately 25 miles from the Florida coastline in water approximately 1,500  
feet deep.  The site of the shipwreck found by Seahawk II, Ltd. is              
approximately 60 miles from the Florida coastline in water approximately 1,200  
feet deep.  The Company believes that these shipwrecks are therefore located    
in the high seas.  No international agreement prevents the salvage of a         
shipwreck from the high seas.  Other countries, however, may claim a 200 mile   
territorial limit and may assert claims to all shipwrecks located within that   
distance from their coast.                                                      

Generally, there are two doctrines of maritime law that govern legal  
claims to salvageable shipwrecks in the high seas.  These are the law of finds  
and the law of salvage.  Both are well-documented and accepted in United        
States common law, and are also generally accepted as international law in      
practice.  This discussion centers on application of these laws in              
jurisdiction of U.S. courts.  The entity responsible for salvage is entitled    
to sue in rem against the ship in federal admiralty court to establish its      
claim to the shipwreck and cargo against all other claimants, known and         
unknown.  The court employs a fiction of convenience that a ship is a person    
against whom suits can be filed and judgments entered, allowing actions to be   
brought against the vessel when the owner is unknown or unreachable.            

   Legally, the claim may be decided according to the two competing maritime
law doctrines.  If title to the wrecked ship or cargo is disputed, the          
salvaging entity will seek to assert ownership under the law of finds.  If the  
original owner or owners are known, then the salvor will be entitled to a       
salvage award under the law of salvage.                                         

The first step in making claim is to establish control, or            
possession-in-fact, over the shipwreck.  To do so, the salvor must actually     
reduce objects from the shipwreck to possession.  Discovery of the shipwreck,   
or the mere intent to raise the shipwreck or to recover objects from it, does   
not establish control.                                                          

 Under the maritime law of finds, where a vessel has been abandoned, the
finder in possession becomes the owner of the vessel.  Proof of abandonment     
includes two factors:  (1) the intent of the original owners to abandon the     
ship and its cargo, and (2) the external act of abandonment, which may be       
either express or constructive.                                                 

  United States courts may interpret liberally constructive abandonment in
shipwreck cases where the ship has remained sunken for many years,              
particularly if no serious previous salvage efforts have been made.             

An entity responsible for the salvage of a sunken vessel and its cargo
may expect to defend its claim to title against the original owners or their    
successors-in-interest, against rival salvors, and against governments          
asserting a historic interest in the shipwreck or cargo.                        

   Potential claimants might include the insurers of the shipwreck as in the
case of Columbus America Discovery Group v. The Unidentified Wrecked and        
Abandoned Sailing Vessel (Civil Action 87-0363-N).  Unless the insurers         
expressly disclaimed title after payment of a claim, and depending on the       
length of time the ship has remained sunken, the insurers might have a valid    
claim of title to recovered objects.  The courts in the Columbus America case   
held that the insurers were entitled to up to 10% of the recovered objects      
that they can demonstrate they provided coverage for.                           

Deep Ocean Survey and Recovery                                                  

 The Company believes that a market niche exists for a company which can
offer a comprehensive range of deep ocean search, survey, mapping and recovery  
services.  With the equipment currently owned or leased by the Company, as      
described below, the Company can presently provide many of these services, or   
lease its equipment to others who are engaged in such services.                 

Equipment                                                                       

 Following are descriptions of the vessels SEAHAWK RETRIEVER and SEAHAWK
and the primary equipment which is owned by the Company and available for       
search, survey and recovery operations.                                         

Supply Vessel M/V SEAHAWK RETRIEVER                                   

The SEAHAWK RETRIEVER is a 200 foot, 489 gross ton, tug/supply vessel 
built in 1974 for the offshore oil industry.  Drawing a full load draft of 17   
feet and having a breadth of 40 feet, the vessel has an open deck working       
area of 111 feet by 34 feet (3,800 square feet).                                

The ship is powered by two 18-cylinder ALCO engines, generating up to 
7,200 shaft horsepower through reduction gearing and a controllable-pitch       
propeller.  The ship is also fitted with a 380 horsepower bow-thruster to       
assist with maneuvering.                                                        

   Electrical power is provided by two 200 kilowatt generators providing the
ship with all her electrical needs.  Power to the ROV spread will be provided   
by an independent 100 kilowatt generator mounted on deck.                       

  The vessel currently has berthing and stores space for a crew of 24 in a
totally climate controlled environment.                                         

During February 1990, the Company entered into a ship's charter with  
Valley Marine, Inc. (the "Charter") for the use of the SEAHAWK RETRIEVER for a  
twelve month period.                                                            

Simultaneously with the execution of the Charter, the Company also    
entered into a stock option agreement with Valley Marine, Inc. and its          
shareholder, Valley Resources, Ltd. ("VRL"), pursuant to which the Company      
granted to VRL the option to exchange all of the outstanding shares of Valley   
Marine, Inc. for restricted shares of the Company.  The exact number of shares  
to be issued was based on the total cash spent by Valley Marine purchasing and  
equipping the vessel SEAHAWK RETRIEVER.  Since this amount was $1,510,000, the  
Company agreed to issue 600,000 shares to VRL if the option was exercised.  On  
February 4, 1991, VRL exercised its option to exchange its stock in Valley      
Marine for stock in the Company.  Therefore, Valley Marine was acquired as a    
wholly owned subsidiary of the Company, after which it was merged into R/V      
Seahawk.  R/V Seahawk was then merged into the Company.                         

On June 11, 1992, Commercial Union Capital Limited, London, England   
("Commercial Union") filed a complaint against the Company and the SEAHAWK      
RETRIEVER in United States District Court, Tampa, Florida, alleging that        
rentals on the Merlin remote operating vehicle (See "Merlin" below) had not     
been paid and alleging that $1,647,139.19 was due and owing along with          
additional interest costs and attorney fees.  The court permitted the arrest    
of the SEAHAWK RETRIEVER on June 11, 1992.  The Company contended that the      
arrest was improper mainly because Commercial Union was not entitled to a       
maritime lien on the vessel and on December 23, 1992, a magistrate judge        
recommended the arrest be quashed and the vessel released.  However, on May     
21, 1993, a district court judge concluded that the magistrate judge's          
recommendation should not be adopted.  This matter was settled during April     
1994.  See "Litigation" below.                                                  

  During August 1994, the Company entered into a Vessel Bareboat Charter
and Purchase Agreement with International Diving and Consulting Services, Inc.  
("International Diving"), a Lafayette, Louisiana based underwater services      
company.  Pursuant to this agreement, International Diving agreed to charter    
the SEAHAWK RETRIEVER for the five year period commencing September 1, 1994,    
and to purchase the vessel at the end of the five year period for a net         
purchase price of approximately $1,350,000 plus interest at a rate equal to 3%  
per annum over the Citibank New York prime rate.                                

The agreement further provides that International Diving will market
the vessel at a minimum day rate of $5,000, except that all lump sums or        
turnkey projects will have a $6,000 minimum daily rate.  International Diving   
further guarantees one hundred eighty (180) days utilization of the vessel at   
a rate of $5,000, or an annual total of $900,000.  The greater of the           
guaranteed                                                                      
revenues or the actual revenues, after deduction for certain operating costs,   
will be shared between the Company and International Diving as follows:  (I)    
35% to the Company as charter hire for the vessel; (ii) 30% to International    
Diving for operating costs and profit; and (iii) 35% to the Company which will  
be applied toward the purchase price of the vessel.  Payments are due           
quarterly within 10 days after the end of each quarter.  In the event           
International Diving fails to purchase the vessel at the end of the five year   
term, the vessel is to be returned to the Company and the 35% payments which    
are credited toward the purchase price will be retained by the Company as       
liquidated damages.  International Diving's performance under this agreement    
has also been personally guaranteed by the two principals of International      
Diving.                                                                         

  On November 23, 1994, International Diving filed a voluntary petition in
the United States Bankruptcy Court under Chapter 11 of the Bankruptcy Code.     
Due to this Chapter 11 filing, International Diving was not able to make the    
lease payment in the amount of approximately $100,000 which was due to the      
Company on December 10, 1994.                                                   

On March 7, 1995, the U.S. Bankruptcy Court Western Division of       
Louisiana, Lafayette - Opelousas Division ordered International Diving to pay   
(a) $130,836 on or before March 17, 1995; (b) $56,935 on or before April 7,     
1995; (c) $56,935 on or before May 7, 1995; and (d) all future payments under   
the Agreement as they come due, and ordered that the Agreement be amended to    
grant International Diving the option to purchase the Retriever for the sum of  
$1,450,000 payable in cash on or before June 1, 1995.  International Diving     
has declined the option to purchase the Retriever and has made the payments     
under (a), (b) and (c) above.                                                   

   International Diving was unable to make the payment of $136,703,50 due on
June 10, 1995, and on July 11, 1995 (as modified on July 25, 1995), the same    
Bankruptcy Court ordered International Diving to make payments of $45,568 on    
July 11 and July 25, 1995, and to make payments of $53,179 on August 8, August  
24 and September 5, 1995.  The payment due on July 11, 1995, was made and       
$45,000 was received on August 8, 1995.  No further payments have been          
received.                                                                       

On August 22, 1995, the Bankruptcy Court ordered that because         
International Diving had failed to pay the sums required by the order of July   
25, 1995, they should immediately surrender the Retriever to the Company.  The  
vessel was repossessed by the Company on September 12, 1995.                    

The Company intends to continue to pursue International Diving for the
outstanding payments through the same Bankruptcy Court.  The Retriever is       
being offered for charter in the Gulf of Mexico.                                

  Vessel SEAHAWK.  The Vessel SEAHAWK (the "SEAHAWK") is an 83 foot vessel
which, until it was sold to the Company in November 1995, was owned by          
Seahawk, Inc., an affiliate of the Company.  (See "TRANSACTIONS WITH            
MANAGEMENT AND OTHERS.")  The SEAHAWK was built in 1977 and extensively         
renovated in 1982.  Its former owner, the University of North Carolina, used    
the SEAHAWK for oceanographic research projects.                                

The SEAHAWK has accommodations for 11 persons for periods of up to 30 
continuous days at sea.  The SEAHAWK is equipped with mid-range diving          
equipment (including a decompression chamber) and a full array of navigational  
and positioning equipment.                                                      

In March 1989, the Company entered into a ship's charter with Seahawk,
Inc. (the "Charter") for the use of the SEAHAWK for a twenty-four month period  
which expired in March 1991.  The Charter provided that Seahawk, Inc. was to    
provide the Company with the use of the SEAHAWK and all equipment contained on  
board for a charter fee of $6,000 per month.  The Company was responsible for   
providing the entire crew, fuel and all provisions and consumables as well as   
providing for the day-to-day maintenance of the ship and on-board equipment.    
The Company was also required to obtain protection and indemnity insurance      
with a minimum valuation of $1,000,000, and hull insurance with a minimum       
valuation of $900,000.  The Charter was extended on a month-to-month basis on   
the same terms from March 1991 until October 1, 1992.  Commencing May 1, 1993,  
the Charter was recommenced on the same terms.                                  

   During November 1995, the Company acquired 100% of the outstanding common
stock of Seahawk, Inc. in a transaction where the Company issued 2,400,000      
shares of its  Common Stock to the shareholders of Seahawk, Inc. and agreed to  
include these shares in the registration statement of which this Prospectus is  
a part.  The agreement also provides that if the registration statement is not  
declared effective by May 1, 1996, the shareholders of Seahawk, Inc. will have  
the option to rescind the transaction.                                          

  ROV's.  The Company currently owns five Phantom ROV's: (1) Phantom H2D2,
(2) Phantom Hybrid, (3) Phantom 500, (4) Super Phantom, and (5) Phantom HD.     
These remotely controlled underwater vehicles provide a cost-effective method   
of inspecting wrecks and bottom structures down to 1500 feet.  Designed by      
Deep Ocean Engineering, the Phantoms are capable of transmitting real-time      
video of the bottom directly back to the ship.  The ROV design consists of      
syntactic foam molded to anodized aluminum tubes.  An assortment of machined    
parts, electronics and motors are then added to complete the sub-sea package.   
The vehicle is then fitted into a stainless steel crash frame.  Several         
connectors are attached to an umbilical that leads up to the surface            
controller.                                                                     

   ROV Leasing Activities.  The Company from time to time leases some or all
of its equipment to outside contracts.                                          

Competition                                                                     

  There are several companies operating on a world wide basis who may have
the technological capability necessary to compete with Seahawk.  In the event   
these companies decided to enter the shipwreck business, they may have greater  
experience, technology and financial resources.  In addition, there are a       
number of investor groups, or other entities, which have been formed for the    
purpose of searching for a particular shipwreck.  As different technologies     
which can be utilized in the search and recovery of shipwrecks are developed    
or improved the likelihood of competitors may increase.                         

Employees                                                                       

  The Company and its subsidiary, Seahawk Museum Development, have a total
of approximately 9 employees.  These persons include John Lawrence and John     
Balch, executive officers of the Company, administrative personnel, the         
captain of the vessel SEAHAWK, assistants to the captain, and crew members of   
the vessel.                                                                     

Litigation                                                                      

 There are no current legal proceedings, and the Company is not aware of
any threatened legal proceedings to which the Company is a party.  Following    
is a summary of the litigation the Company has been involved with during the    
past three years:                                                               

Lawsuit filed by Gregory P. Stemm.  During February 1994, the Company 
agreed with Carl Anderson, a principal shareholder, to convert two notes (the   
"Notes"), one for $44,448.78 and the other for $80,936.78, which, together      
with accrued interest thereon, totaled $141,803, into 567,212 shares of         
Common Stock in the Company.  The Notes were payable to Gregory P. Stemm, a     
former officer and director of the Company, who had sold them to Anderson on    
the basis that they would be returned to him or paid for on their due date      
which was December 31, 1994.  Anderson did not pay Stemm nor did he return      
the Notes to him. Consequently, on April 27, 1995, Stemm filed a lawsuit        
against the Company alleging that (a) the Company must pay him the principal    
and interest due on the Notes plus attorneys' fees and such other relief as     
the Court saw just and proper, and (b) Stemm was entitled to immediate          
possession of the Notes, and (c) the Company and Anderson conspired to          
deprive Stemm of his right to payment on the Notes and as a result Stemm was    
entitled to damages due to the loss of value of the Notes plus interest,        
costs and attorneys'fees.                                                       

The Company defended the action on the basis that it was verbally     
informed by both Anderson and Stemm that the Notes had been transferred to      
Anderson, and that the Company relied on their representations and converted    
the Notes in good faith.  However, on the advice of counsel, the Company has    
agreed to settle with Stemm.  The Company has issued Stemm 360,000 shares of    
its Common Stock in consideration for Mr. Stemm dismissing the lawsuit.  As     
part of the settlement of this matter, Carl Anderson agreed to pay the Company  
$.25 per share for the 567,212 shares which he was issued during February       
1994.                                                                           

The following litigation was recently settled:  (1) civil injunctive  
action filed by the Securities and Exchange Commission, (2) the SEC's stop      
order proceeding suspending a registration statement filed by the Company, and  
(3) a lawsuit filed by Commercial Union Capital Limited.                        

SEC Civil Action.  During August 1994, the SEC filed a civil action   
against the Company and John Morris, Gregory Stemm and Daniel Bagley, three     
former officers and directors of the Company, seeking injunctive relief         
against the Company and injunctive and monetary relief against the former       
officers and directors.  The SEC did not seek any financial penalties or other  
monetary relief against the Company.                                            

  The Complaint filed by the SEC alleged that the Company violated Section
17(a) of the Securities Act of 1933 and Sections 10(b), 13(a) and 13(b) of the  
Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, 13a-13 and      
13b2-1 promulgated thereunder.  The SEC alleged that between April, 1989, and   
July, 1991, the Company and Messrs. Morris, Stemm and Bagley disseminated to    
the public, in the form of television broadcasts, videotapes and press          
releases, false and misleading material information and failed to disclose      
certain material information concerning the Dry Tortugas shipwreck discovered   
and excavated by the Company.  The SEC alleged that the Company materially      
overstated the value of the artifacts on its balance sheet and in other         
financial information provided in the registration statement of the Company     
and two amendments thereto filed in 1992 with the SEC and in certain periodic   
reports of the Company filed in 1992 with the SEC.                              

The Company and the staff of the SEC negotiated a settlement of the   
matter whereby the Company agreed to consent to the entry of a final judgment   
of permanent injunction, without admitting or denying any of the allegations    
in the complaint enjoining the Company from violations of certain provisions    
of the federal securities law referenced in the preceding paragraph.  In        
addition, the Company agreed that it will not employ John Morris or Gregory     
Stemm as officers and directors of the Company or any subsidiaries of the       
Company, use corporate funds to pay for or reimburse any costs incurred by      
Morris or Stemm for the defense of any civil or administrative action           
instituted against them by the SEC, or redeem or purchase any stock they own    
until after the termination of any such action.  Finally, the Company agreed    
to withdraw its pending appeal to the SEC of the Initial Decision issued in     
the stop order proceeding.                                                      

SEC Stop Order Proceeding.  On July 30, 1992, the SEC issued an order 
directing the staff of the Division of Enforcement (the "Division") to conduct  
an examination pursuant to Section 8(e) of the Securities Act of 1933 (the      
Act") to determine whether a stop order should be issued relating to a          
registration statement which the Company had filed during March 1992 and which  
had become effective by the passage of time on August 1, 1992.  Under Section   
8(d) of the Act, a stop order proceeding was instituted against the Company by  
order of the SEC dated January 12, 1993.  A hearing was held before an SEC      
Administrative Law Judge during late January and early February 1993.           

On May 26, 1993, the Administrative Law Judge issued his Initial      
Decision.  The Judge concluded that the registration statement filed by the     
Company was materially false and misleading and that the Company failed to      
cooperate with the examination conducted by the Division's staff.  A stop       
order was issued suspending the effectiveness of the Company's registration     
statement.                                                                      

The primary focus of the proceeding was the value of the shipwreck  
artifacts owned by the Company and an affiliated partnership, Seahawk I, Ltd.   
The Judge found that the Company had overstated the value of the artifacts on   
its balance sheet and in other financial information provided in its            
registration statement.  The Judge concluded that the total net realizable      
value of all the artifacts owned by the Company and Seahawk I was $1,356,361    
of which amount $285,413 was attributed to the Company artifacts and            
$1,070,948 was attributed to the Seahawk I artifacts.  As a result of this      
decision, and in order to present the financial statements in accordance with   
generally accepted accounting principles, the Company and the Partnership       
restated their December 31, 1990 and 1991 financial statements.                 

The findings of the Administrative Law Judge could possibly be used by
private litigants in civil suits against the Company to prove that the Company  
misstated material facts in certain periodic reports it filed with the SEC.     

Commercial Union Lawsuit.  On June 11, 1992 Commercial Union Capital  
Limited ("Commercial Union"), the company from which the Company leased its     
large ROV "Merlin", filed a lawsuit in the United States District Court for     
the Middle District of Florida, Tampa Division in Admiralty against R.V.        
Seahawk, Inc. In Personam, Seahawk Deep Ocean Technology, Inc. In Personam and  
the "Seahawk Retriever" In Rem.                                                 

  In its complaint Commercial Union alleged that the Company had committed
a breach or default under its Lease Purchase Contract with Commercial Union     
since the Company failed to make its payment due July 2, 1991, and failed to    
make all payments due thereafter.  Commercial Union further alleged that it     
had elected to treat the breach by the Company as a termination of the Lease    
Purchase Contract, entitling Commercial Union to recover the loss value as      
defined in the Lease Purchase Contract as of June 9, 1992 of $1,173,370.89.     
Commercial Union alleged that it was also entitled to receive the amount of     
the Company's arrears equal to $447,208.19 plus interest on the arrears from    
June 20, 1991 through June 9, 1992 of $26,560.11, and legal fees and costs      
estimated at $156,113.20.  Therefore, Commercial Union was seeking a judgment   
against the Company in the amount of $1,647,139.19 as of June 9, 1992 plus (a)  
interest accruing at the rate of $386.02 per day and (b) attorney fees and      
costs estimated at $156,113.20                                                  

 Commercial Union, in its complaint, also sought a maritime lien against
the Seahawk Retriever, her engines, tackle, equipment and appurtenances and     
asked that the ship be sold and the proceeds be paid towards the amount of any  
judgment.                                                                       

On June 18, 1992 the Company responded by filing a Motion to Quash the
Arrest Warrant and to dismiss the In Rem complaint.  The motion was             
recommended by the Magistrate Judge on December 23, 1992, but on May 21, 1993,  
a District Court Judge concluded that the Magistrate Judge's recommendation     
should not be adopted and the Seahawk Retriever was arrested.  On August 6,     
1993, the Magistrate Judge gave a Report and Recommendation concerning          
Commercial Union's Emergency Motion for an Interlocutory Sale of the M/V        
Seahawk Retriever in which it was recommended that the vessel be sold at        
Interlocutory Sale with a minimum bid of $1,000,000.  On October 18, 1993, the  
United States District Court Middle District of Florida Tampa Division made an  
Order for an Interlocutory Sale of the M/V Seahawk Retriever to take place,     
without a minimum bid, on November 9, 1993.  The Order, however, contained      
certain publication requirements that could not be met until some time in late  
January, 1994.  Accordingly, the Company requested further clarification from   
the Court and the sale date was delayed to February 10, 1994.                   

On February 9, 1994, and as amended on April 1, 1994, the Company and   
Commercial Union Capital Limited entered into a joint stipulation agreement to  
delay sale of the Seahawk Retriever.  The settlement provided for the Company   
to pay Commercial Union $500,000 in cash and sign a $1,000,000 note payable     
one year from closing secured by a first preferred ship mortgage on the         
Seahawk Retriever, her engines, tackle, equipment and apparel.  The note was    
non-interest bearing through its due date, April 15, 1995.  In March 1995,      
Commercial Union agreed to extend the expiration date of the note to June 1,    
1995, pursuant to a March 7, 1995, Agreement wherein International Diving and   
Consulting Services, Inc., which is operating the Seahawk Retriever under a     
charter agreement, was granted the option to purchase the vessel for the sum    
of $1,450,000 payable in cash on or before June 1, 1995.  International Diving  
did not exercise this option and has continued the five year charter under its  
original terms.  The Company and Commercial Union have since reached an         
agreement that the mortgage will be extended for two years until June 2, 1997.  
Under the terms of the agreement, the new principal balance will be             
$1,025,000, and will be paid in eight quarterly installments, with interest     
charged at 5% per annum over the Citibank New York prime rate in effect on      
June 2, 1995, and adjusted thereafter biannually on the first day of December   
and June each year.  The first seven quarterly installments will comprise the   
interest accrued and due on the date of the installment plus $50,000 of the     
principal.  The eighth and final installment will comprise all the remaining    
amount due under the note.                                                      

Facilities                                                                      

The Company and its subsidiaries maintain their offices at 5102 South 
Westshore Boulevard, Tampa, Florida.  The space is leased from a nonaffiliated  
partnership pursuant to a lease which expired March 31, 1995.  Pursuant to the  
lease, the Company leased the first floor (approximately 5,200 square feet)     
for $5,500 per month until September 30, 1995, and the second floor             
(approximately 5,000 square feet) for $1,000 per month on a month-to-month      
basis.  The Company is continuing to lease both floors on a month-to-month      
basis at the same rate while a new lease is being negotiated.                   

The leased space provides the Company with corporate offices and      
conservation lab in addition to providing space for artifact displays.          

MANAGEMENT            

The Directors and Officers of the Company are as follows:             

                                                                · Download Table

      Name              Age       Positions and Offices Held 
                                                             
John T. Lawrence        47        Chief Executive Officer,   
                                  President, Director        
                                  of the Company and Chairman
                                  of the Board               

Daniel J. Derfus        51        Secretary and Director     
                                  of the Company             

John P. Balch           47        Chief Operating Officer    
                                  and Director of the Company

   There is no family relationship between any Director or executive officer
of the Company.  All Directors and Officers will hold office until the next     
Annual Meeting of Shareholders.                                                 

The following sets forth biographical information as to the business  
experience of each Officer and Director of the Company and SMD for at least     
the past five years.                                                            

John T. Lawrence has served as one of the Company's Directors since   
September, 1991 and as President of the Company since June, 1993, and as Chief  
Executive Officer since January, 1994.  Mr. Lawrence has served as Chairman of  
OSEL GROUP since November, 1988.  OSEL GROUP, located in the United Kingdom,    
is engaged in the business of designing and manufacturing subsea vehicles and   
sensors.  The main trading company in OSEL GROUP was recently placed into       
receivership, and its business and assets were sold.  From 1984 until 1988,     
Mr. Lawrence served as the Managing Director of OSEL GROUP and from 1979 until  
1984, he served as the Financial Director of OSEL GROUP.  From 1975 until       
1979, he served as financial director of an oil business subsidiary of the      
John Mowlin Group.  In 1968, Mr. Lawrence joined the London office of Peat      
Marwick Mitchell & Co. where he qualified  as a Chartered Accountant in 1971    
and he continued with Peat Marwick Mitchell & Co. until 1975.  Mr. Lawrence     
received an honors degree in Chemistry from University College of London in     
1968.                                                                           

 Daniel J. Derfus has served as Director of the Company since September,
1993, and as Corporate Secretary since January, 1994.  He owns and operates a   
retail wallpaper business in Tampa, Florida, and is a former director of        
Innova Purewater, Inc.  He retired from Exxon Corp. after seventeen years       
working for that company at their Houston headquarters as well as in the        
Middle East.  His positions with Exxon included Vice President of Human         
Resources for AL Jubail Petrochemical and Compensation and Benefits Manager     
for Exxon Marine Transport.  He was also responsible for a major study on the   
social and economic effect of developing a 70M ton copper-zinc ore body in the  
Wisconsin Northwoods.  Mr. Derfus received a B.S. in Business Administration    
from Marquette University, an MA in Industrial Relations from the University    
of Minnesota and he completed post graduate work at the University of Houston,  
Bates College of Law.                                                           

John P. Balch has served as a Director of the Company and as Chief    
Operating Officer since May 1994.  Mr. Balch has also served as Managing        
Director of OSEL GROUP (see above) since November 1988.  Mr. Balch served as    
General Manager and Director of OSEL GROUP from 1983 until 1988.  From 1975     
until 1979, he served as Operations Manager for DHB, a subsidiary of Oceaner    
International, Inc., which manufactured Atmospheric Diving Systems.  From       
1979 until 1983, Mr. Balch served as Managing Director of DHB and Worldwide     
Program Manager for Oceaneering ADS.  From 1969 until 1975, he progressed from  
toolmaker to development engineer then product manager in three precision       
engineering companies.  Mr. Balch received a City and Guilds HNC in Mechanical  
Engineering from Highbury College, Portsmouth, England in 1969.                 

Compliance with Section 12(a) of the Securities Exchange Act of 1934            

  During the year ended December 31, 1994, four persons who were Officers,
Directors or beneficial owners of 10% or greater of the Company's Common Stock  
failed to file reports on a timely basis under Section 16(a) of the Securities  
Exchange Act of 1934.  In addition, John P. Balch, an Officer and Director of   
the Company, filed his Form 3 thirty-five days late.                            

  Carl Anderson, a 10% or greater shareholder, failed to file Form 4's for
the months of February, June and November 1994.  The transactions which were    
not reported included (i) the conversion of $467,100 of debt into 1,868,400     
shares of Common Stock; (ii) the sale of a 36-foot motor vessel to the Company  
for 100,000 shares of Common Stock; (iii) the issuance of 60,000 shares in      
connection with the Company's 1993 private placement; (iv) the purchase of      
303,125 shares in a private placement; and (v) the issuance of 800,000 shares   
of Common Stock in exchange for 66,667 shares of the common stock of Valley     
Forge Scientific Corp.                                                          

A.F. Budge, a Director, failed to file a Form 4 for the month of June 
1994, reporting that he had received 60,000 shares of Common Stock in           
connection with the Company's 1993 private placement and that he purchased      
156,250 shares in a private placement during June 1994.                         

   James P. Beggins and Daniel J. Derfus, Directors, failed to file Form 4's
for the month of December 1994, reporting that they each received warrants to   
purchase 15,000 shares of the Company's Common Stock.                           

Executive Compensation                                                          

The following table summarizes the compensation for the years ended   
December 31, 1993, 1994 and 1995, of the Company's Chief Executive Officer:     

                                                                · Download Table
                            Summary Compensation Table                          

                                                 Long-Term Compensation         
                                               --------------------------       
                       Annual Compensation           Awards       Payouts       
                    -------------------------- ------------------ -------       
                                       Other                              All   
                                       Annual  Restrict- Options/        Other  
Name and Prin-                         Compen- ed Stock  SARs    LTIP    Compen-
cipal Position    Year   Salary  Bonus sation  Award(s) (Number) Payouts sation 
----------------  ----  -------- ----- ------- -------- -------- ------- ------ 
                                                                                

John T. Lawrence  1995  $100,000  -0-    -0-     -0-      -0-      -0-    $-0-  
 President                (1)                                                   

                  1994  $100,000  -0-    -0-     -0-      -0-      -0-    $-0-  
                          (2)                                              (2)  

John C. Morris    1993  $  -0-    -0-    -0-     -0-      -0-      -0-    $-0-  
 President                                                                      

John P. Balch,    1995  $100,000  -0-    -0-     -0-      -0-      -0-    $-0-  
 Chief Operating          (1)                                                   
 Officer                                                                        

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

(1)  Mr. Lawrence and Mr. Balch were each paid only $8,400 of their $100,00     
salary.  He balnce was accrued.                                                 

(2) Mr. Lawrence's total compensation for 1994 was $100,000.  He received       
$27,888 in cash and $26,850 was accrued due to the Company's shortage of cash   
flow.  The balance of $45,262 was to be paid in stock by issuing 132,387        
shares of the Company's Common Stock.  The number of shares was calculated      
monthly based on the average closing bid prices of the Company's Common Stock   
during each month.  During June 1994, Mr. Lawrence was also issued 51,546       
shares as payment for $48,324.56 of accrued and unpaid wages for the year       
ended December 31, 1993.                                                        

(2)  Mr. Morris was paid $20,000 in January 1992 as consideration for his       
personal guarantee of a $200,000 loan to the Company.                           

The following table sets forth certain information relating to option 
grants pursuant to the Company's Employee Stock Option Plan in the year ended   
December 31, 1994, to the individual named in the Summary Compensation Table    
above.                                                                          

                                                                · Download Table
                   Option/SAR Grants in Last Fiscal Year                      

                                    Percent of                                
                                  Total Options/                              
                     Options/      SARs Granted       Exercise                
                       SARs        to Employees        or Base      Expiration
      Name           (Number)     in Fiscal Year     Price ($/Sh)       Date  
----------------     --------     --------------     ------------   ----------
                                                                              
John T. Lawrence       -0-              -0-               --             --   

Employee Stock Option Plan                                                      

During April 1990, the Board of Directors adopted the Employee Stock  
Option Plan (the "Plan") which was approved by the Company's shareholders on    
December 14, 1990.  The Plan authorizes the issuance of options to purchase up  
to 400,000 shares of the Company's Common Stock.                                

The Plan allows the Board to grant stock options from time to time to 
employees, officers and directors of the Company.  The Board has the power to   
determine at the time the option is granted whether the option will be an       
Incentive Stock Option (an option which qualifies under Section 422 of the      
Internal Revenue Code of 1986) or an option which is not an Incentive Stock     
Option.  Vesting provisions are determined by the Board at the time options     
are granted.  The option price for any option will be no less than the fair     
market value of the Common Stock on the date the option is granted.             

 During June 1990, the Board granted to John C. Morris, Gregory P. Stemm
and Daniel S. Bagley, III, options to purchase 20,000 shares each at an         
exercise price of $10.00 per share.  During January 1993, the Board granted     
options to purchase 25,000 shares at $.20 each to James P. Beggins and during   
September 1993, the Board granted an option to purchase 25,000 shares at $.825  
each to Daniel J. Derfus.                                                       

The Plan allows the Board to grant stock options from time to time to 
employees, officers and directors of the Company.  The Board has the power to   
determine at the time the option is granted whether the option will be an       
Incentive Stock Option (an option which qualifies under Section 422 of the      
Internal Revenue Code of 1986) or an option which is not an Incentive Stock     
Option.  Vesting provisions are determined by the Board at the time options     
are granted.  The option price for any option will be no less than the fair     
market value of the Common Stock on the date the option is granted.             

Other Stock Options and Warrants                                                

During 1993, John Lawrence and John Balch were each granted five year 
stock options to purchase 400,000 shares: 100,000 at the exercise price of      
$0.70; 100,000 at the exercise price of $1.20; 100,000 at the exercise price    
of $3.00; and 100,000 at the exercise price of $5.00.  At the same time         
Douglas Wakeling was granted 100,000 warrants to purchase shares at $0.70 and   
100,000 at $1.20.  In May 1994, the exercise prices of these warrants were      
reduced from $0.70 to $0.40, $1.20 to $0.60, $3.00 to $1.50, and $5.00 to       
$2.50, respectively.  In May 1995, Mr. Lawrence and Mr. Balch were each         
granted options to purchase 200,000 shares at $0.30 pursuant to the renewal of  
their employment agreements.                                                    

The Board of Directors decided during 1994 to grant options below the 
market to outside directors as compensation for their serving as a director.    
In determining the number of options and exercise price, the Board agreed to    
give each director value equivalent to 4% of the salary of the Company's        
President.  Accordingly, for the year ended December 31, 1994, the Company      
granted the following options to the independent directors named below:         

                                                                · Download Table

                          Number           Exercise        Termination
        Name             of Options         Price              Date   
 ----------------        ----------        --------        -----------
                                                                      
 James P. Beggins          12,979           $.05             12/31/99 
 Daniel J. Derfus          12,979           $.05             12/31/99 

 The difference between the exercise price of the options and the market
value of the shares of the Company's Common Stock on the date they were         
granted was booked in the financial statements for 1994 as a compensation       
expense.                                                                        

 During December 1994, the Company issued to James P. Beggins and Daniel
J. Derfus warrants to purchase 15,000 shares each at a price of $.40 per        
share.                                                                          

During May 1995, the Company issued to John T. Lawrence, John P. Balch
and Daniel J. Derfus warrants to purchase 50,000 shares each at a price of      
$.30 per share.                                                                 

The Board also decided that since the Company could not afford to     
purchase officer and director liability insurance it would issue common stock   
to directors to compensate for their potential liability for serving as         
directors.  The amount of common stock was to depend on an estimate of the      
premium that would be payable for such insurance.  In May 1995, the Board       
decided that their obligation was an inappropriate way to deal with the lack    
of such insurance and it was decided to replace the obligation for 1994 with a  
cash payment of $5,000 to each director.  The directors who are also executive  
officers waived their right to receive such payment.                            

Limited Liability of Directors                                                  

In accordance with the Colorado Corporation Code, the Company has     
included a provision in its Articles of Incorporation to limit the personal     
liability of its directors for violations of their fiduciary duties.  The       
provision eliminates such directors' personal liability to the Company or its   
stockholders for monetary damages, except for liability (i) for any breach of   
the directors' duty of loyalty to the Company or its stockholders, (ii) for     
acts or omissions not in good faith or which involve intentional misconduct or  
a knowing violation of law, (iii) under the Colorado statutory provision        
making directors personally liable under a negligence standard, for unlawful    
dividends or unlawful stock repurchases or redemptions, or (iv) for any         
transaction from which any director derived an improper personal benefit.       

This provision protects the Company's directors against personal      
liability for monetary damages arising from breaches of their duty of care.     
Directors remain liable for breaches of their duty of loyalty to the Company    
and its stockholders and for the specific matters set forth above, as well as   
for violations of the federal securities laws.  The provision has no effect on  
the availability of equitable remedies such as injunction or rescission.        
Additionally, these provisions do not protect a director from activities        
undertaken in any capacity other than that of director.                         

Indemnification of Officers and Directors                                       

The Company's Articles of Incorporation provide that the Company may  
indemnify its officers and directors to the full extent permitted by the        
Colorado Corporation Code.  The Colorado Corporation Code generally permits     
the Company to indemnify any Officer or Director for claims and liabilities,    
including legal expenses, which he may incur in his capacity as such, provided  
that he acted in good faith and in a manner that he reasonably believed to be   
in the best interests of the Company.  However, he may not be indemnified in    
connection with a proceeding in which he is found to be liable to the Company   
or where he is found to have received an improper personal benefit from the     
Company.  To the extent that an Officer or Director is successful in defending  
himself in any proceeding to which he was a party, he is to be indemnified      
against his reasonable expenses incurred by him in connection with the          
proceeding.  Such indemnification applies to any threatened, pending or         
completed action, suit or proceeding, whether civil, criminal, administrative,  
investigative and whether formal or informal.  The indemnification also         
applies to liabilities arising under the Securities Act of 1933, assuming the   
other statutory requirements are met.                                           

 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 its Articles of Incorporation, the Company has been         
informed that in the opinion of the Securities and Exchange Commission such     
indemnification is against public policy as expressed in the Securities Act of  
1933 and is therefore unenforceable.                                            

In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a        
director, officer or controlling person of the Company in the successful        
defense of any action, suit or proceeding) is asserted by such director,        
officer or controlling person in connection with the securities being           
registered in the Registration Statement of which this Prospectus is a part,    
the Company has undertaken that it will, unless in the opinion of its counsel   
the matter has been settled by controlling precedent, submit to a court of      
appropriate jurisdiction the question whether such indemnification by it is     
against public policy as expressed in the Securities Act of 1933 and will be    
governed by the final adjudication of such issue.                               

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS   

The following table sets forth, as of February 1, 1996, the stock     
ownership of each person known by the Company to be the beneficial owner of     
five percent or more of the Company's Common Stock, all Directors individually  
and all Directors and Officers of the Company as a group.  Except as noted,     
each person has sole voting and investment power with respect to the shares     
shown.                                                                          

                                                                · Download Table

                                          Amount                             
     Name and Address                   Beneficial               Percentage  
    of Beneficial Owner                 Ownership                 of Class   
    -------------------                 -----------              ----------  
                                                                             
Valley Ocean Technology Ltd. (1)         2,631,587                  10.3%    
Osberton Hall                                                                
Worksop, Notts, England S81 OUF                                              

John T. Lawrence                           833,933 (2)               3.2%    
5102 South Westshore Blvd.                                                   
Tampa, FL 33611                                                              

Carl Anderson                            7,788,487 (3)              28.0%    
19235 Highway 41 North                                                       
Lutz, FL 33549                                                               

Daniel J. Derfus                           298,936 (4)               1.2%    
13399 Pine Bark Court                                                        
Largo, FL 34644                                                              

John P. Balch                              833,933 (5)               3.2%    
5102 South Westshore Blvd.                                                   
Tampa, FL 33611                                                              

John C. Morris                           1,951,509 (6)               7.5%    
P.O. Box 320487                                                              
Tampa, FL 33679-2487                                                         

Gregory P. Stemm                         1,988,943 (7)               7.6%    
4912 South Melrose Avenue                                                    
Tampa, FL 33629                                                              

All Officers and Directors               1,966,802 (2)(4)(5)         7.3%    
as a Group (3 Persons)                                                       
-------------------                                                          

(1)  Valley Ocean Technology Ltd. is owned by Mr. A. F. Budge of the same    
address.                                                                     

(2)  Includes 600,000 shares underlying currently exercisable options and    
50,000 shares underlying currently exercisable warrants held by Mr. Lawrence.

(3)  Includes 2,306,250 shares underlying currently exercisable warrants held
by Mr. Anderson.                                                             

(4)  Includes 37,979 shares underlying currently exercisable options held by 
Mr. Derfus, 25,000 shares held by Mr. Derfus as custodian for his son, and   
65,000 shares underlying currently exercisable warrants owned by Mr. Derfus. 

(5)  Includes 600,000 shares underlying currently exercisable options and    
50,000 shares underlying currently exercisable warrants held by Mr. Balch.   

(6)  Includes 1,371,509 shares owned of record by Mr. Morris, 480,000 shares 
underlying currently exercisable warrants owned by Mr. Morris, and 100,000   
shares owned of record by Remarc International, Inc. of which Mr. Morris     
serves as President and director.                                            

(7)  Includes 1,168,943 shares owned of record by Mr. Stemm, 720,000 shares  
underlying currently exercisable warrants owned by Mr. Stemm, and 100,000    
shares owned of record by Remarc International, Inc. of which Mr. Stemm is a 
principal shareholder.                                                       

SELLING SHAREHOLDERS        

The following table sets forth information concerning the amount of   
shares of the Company's Common Stock owned by the Selling Shareholders as of    
the date of this Prospectus, the number of such shares included for sale in     
this Prospectus, and the number of shares to be owned by such Shareholders      
after completion of the offering.                                               

                                                                · Download Table

                         Number of             Number         Number of Shares
                        Shares Owned          of Shares         to be Owned   
                      Prior to Offering       to be Sold       After Offering 
                      -----------------       ----------     -----------------
                                                                              
T. Kennicott                30,000                10,000             20,000   
H. Kennicott                10,000                10,000               -0-    
James Mahaffey              61,231                21,231             40,000   
Valley Ocean                                                                  
 Technology Ltd.         2,631,587             2,231,587            400,000   
Robert Stemm                34,493                24,493             10,000   
James Ferman                36,493                24,493             12,000   
Eugene Cooke               236,064               226,064             10,000   
Wally Copeland             274,493                88,865            185,628   
Timothy J. Brasel            4,493                 4,493               -0-    
Sawyer Family Partners       4,493                 4,493               -0-    
Daniel J. Derfus           195,957               195,957               -0-    
Howard Berland             124,557                24,493            100,064   
D. Roberts                  13,103                13,103               -0-    
Carl Anderson            5,482,237             5,373,236            109,001   
Garrett Jones              103,748                28,748             75,000   
Norma Stemm                 38,748                28,748             10,000   
Mark Strong                100,000               100,000               -0-    
RFK Partnership             92,068                75,000             17,068   
Mark Cohn                  185,739               185,739               -0-    
John Morris              1,371,509             1,318,013             53,496   
Megeve Investments         337,860               337,860               -0-    
John Lawrence              183,933               183,933               -0-    
John Balch                 183,933               183,933               -0-    
Realty Development         900,000               900,000               -0-    
Buckeye Communications     900,000               900,000               -0-    
William Curtis             300,000               300,000               -0-    
Richard Six                130,000               130,000               -0-    
Louis Rotunno              567,125               567,125               -0-    
Peter Mowad                 66,900                65,000              1,900   
Monty Moore                195,000               195,000               -0-    
Phoebe Ezell                 8,125                 8,125               -0-    
Scott Stemm                119,000               119,000               -0-    
John Stambaugh              40,000                40,000               -0-    
E. Lee Spence               40,000                40,000               -0-    
Republic & Eagle                                                              
  Associates                60,000                60,000               -0-    
Solaris International                                                         
 IBC                        50,790                50,790               -0-    
Barbara Shaw                50,000                50,000               -0-    
Gregory P. Stemm         1,168,943               963,943            205,000   
Benjamin Norbom            182,403               182,403               -0-    
Brandar Group Ltd.         182,403               182,403               -0-    
Ann Googins                125,000               125,000               -0-    
Robert L. Smith            218,750               218,750               -0-    
Ed Naczi                   156,250               156,250               -0-    
David Milton               125,000               125,000               -0-    
Kathleen Tierney           125,000               125,000               -0-    
Monty Moore                125,000               125,000               -0-    
Thomas Rotunno              62,500                62,500               -0-    
Richard Coglon              61,420                61,420               -0-    
Lee Tawes                  100,000               100,000               -0-    
Elizabeth D. Rotunno,                                                         
  TTEE UTA 5/14/91          31,250                31,250               -0-    
Anthony and Marie                                                             
  Gervaso                   31,250                31,250               -0-    
Mrs. J.B. Herriage          31,250                31,250               -0-    
David Talbott               31,250                31,250               -0-    
John G. Patterson          125,000               125,000               -0-    
Mark T. Tate, Jr.           37,500                37,500               -0-    
Mark T. Tate, Sr.           62,500                62,500               -0-    
Kenneth J. Sandstrom        31,250                31,250               -0-    
Steve Zillmer               31,250                31,250               -0-    
Robert B. B. Smith          31,250                31,250               -0-    
Thomas C. Mondshine         31,250                31,250               -0-    
Travel Discoveries          64,000                64,000               -0-    

-------------------                                                           
(1)  After completion of this offering and assuming that no other shares of   
Common Stock are sold, Carl Anderson will continue to own less than 1% of the 
Company, and Valley Ocean Technology Ltd. will continue to own 1.6% of the    
Company.  (See "SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS.")

None of the Selling Shareholders has held any office or maintained any
material relationship with the Company or any of its predecessors or            
affiliates within the past three years, except that John T. Lawrence, John P.   
Balch and Daniel J. Derfus are Officers and Directors of the  Company, and      
Anthony F. Budge, who beneficially owns the shares held by Valley Ocean         
Technology Ltd., was a Director.  John Morris and Greg Stemm were former        
officers and directors.  In addition, Walter C. Copeland, Jr. and Copeland &    
Company have provided tax and accounting services to the Company and its        
affiliates, Jon D. Sawyer has provided legal services to the Company, and       
Scott Stemm is an employee of the Company.  The Selling Shareholders reserve    
the right to reduce the number of Shares offered for sale or to otherwise       
decline to sell any or all of the Shares registered hereunder.                  

 TRANSACTIONS WITH MANAGEMENT AND OTHERS

Transactions Involving the Company                                              

  From March 13, 1989 until October 1995, the Company chartered the vessel
SEAHAWK from Seahawk, Inc., an affiliated Alabama corporation (the "Charter").  
The Charter provided that Seahawk, Inc. was to provide the Company with the     
use of the SEAHAWK and all equipment contained on board for a charter fee of    
$6,000 per month.  The Company was responsible for providing the entire crew,   
fuel, all provisions and consumables as well as provide for the day-to-day      
maintenance of the ship and on-board equipment.  The Company must also          
maintain protection and indemnity insurance.  The Charter was a written         
agreement for the first two years, and was verbally extended on a               
month-to-month basis until October 1995.  As of June 30, 1995, the Company had  
an accrued liability of $250,408 to Seahawk, Inc. for unpaid charter payments.  

 Seahawk, Inc., an Alabama corporation, was principally owned by John C.
Morris and Gregory P. Stemm, principal shareholders and former Officers and     
Directors of the Company, and by A. F. Budge, a principal shareholder.  The     
basic terms of this Charter were negotiated by the prior management of the      
Company as part of the acquisition by the Company of R/V Seahawk in 1989.       
During November 1995, the Company acquired 100% of the outstanding common       
stock of Seahawk, Inc. in a transaction where the Company issued 2,400,000      
shares of its Common Stock to the shareholders of Seahawk, Inc. and agreed to   
include these shares in the registration statement of which this Prospectus is  
a part.  Messrs. Morris and Stemm received 868,121 shares and 603,943 shares,   
respectively, and a corporation controlled by Mr. Budge received 533,130        
shares.  The agreement also provides that if the registration statement is not  
declared effective by May 1, 1996, the shareholders of Seahawk, Inc. will have  
the option to rescind the transaction.                                          

 During the year ended December 31, 1992, the Company subleased space in
its office building to Defrain & Associates, Inc. pursuant to a verbal          
agreement whereby Defrain & Associates agreed to pay its proportionate share    
of the rent, utilities, clerical support and other expenses.  During the year   
ended December 31, 1992, the Company charged Defrain & Associates, Inc.         
$25,635.24 for such expenses.  During the year ended December 31, 1992, the     
Company paid Defrain & Associates $876.24 for printing and other expenses.      
Defrain & Associates is a corporation owned by the wife of Gregory P. Stemm.    
The Company's Board of Directors believes that the terms of these transactions  
with Defrain & Associates were at least as favorable as those which could be    
obtained from independent third parties.                                        

   During June 1991, Gregory P. Stemm loaned the Company $55,000 pursuant to
a promissory note bearing interest at 12%, and during September 1991, he        
loaned the Company $74,500 pursuant to a promissory note bearing interest at    
12%.  During 1992, $20,000 was repaid on the $55,000 loan.  During July 1992,   
John C. Morris loaned the Company $16,000 pursuant to a promissory note         
bearing interest at 12%.  The Board of Directors was of the opinion that the    
terms of these transactions were at least as favorable as those which could be  
obtained from independent third parties.                                        

  During January 1992, the Company approved the payment of $20,000 to John
C. Morris as compensation for Mr. Morris' agreement to personally guarantee a   
one year $200,000 loan made to the Company.  The Board of Directors was of the  
opinion that the terms of this transaction with Mr. Morris were at least as     
favorable as would be obtained from independent third parties.                  

During October 1991, the Company issued $370,000 of Debentures to 15  
investors for a total of $370,000 in cash.  During April 1993, the Company      
offered these investors the opportunity to convert their debentures and any     
accrued interest into shares of the Company's Common Stock at a price of $.50   
per share.  Ten of the investors accepted the offer to convert their            
debentures at that time, including Anthony F. Budge, a principal shareholder    
at that time, who converted his $200,000 of debentures plus accrued interest    
into a total of 487,851 shares of Common Stock.                                 

   During June 1992, Valley Resources, Ltd., a principal shareholder, loaned
$50,000 to the Company pursuant to a 12 month unsecured promissory note         
bearing interest at 10% per annum.  As consideration for making the loan, the   
Company issued to Valley Resources, Ltd. warrants to purchase 25,000 shares at  
$2.00 per share and warrants to purchase 25,000 shares at $5.00 per share.      
During June 1993, the principal amount of this loan plus $7,740.24 of accrued   
interest was converted into 115,481 shares of Common Stock at a price of $.50   
per share.                                                                      

   On January 6, 1992, Carl Anderson loaned $200,000 to the Company pursuant
to a promissory note due in one year and bearing interest at 10%.  On March     
31, 1992, the due date of this loan was extended to July 5, 1993.  This loan    
was personally guaranteed by John Morris.  As additional consideration for the  
loan, the Company issued to Mr. Anderson 100,000 Class A Warrants exercisable   
at $2.00 per share and 100,000 Class B Warrants exercisable at $5.00 per        
share.                                                                          

On January 24, 1992, Carl Anderson entered into a Private Placement   
Agreement with the Company pursuant to which he invested $200,000 in the        
Company and purchased 200,000 shares of Common Stock and 200,000 Class C        
Warrant Units which entitled Mr. Anderson to purchase a total of 400,000        
shares of Common Stock.                                                         

  During January 1992, the Company issued 100,000 Class C Warrants to Carl
Anderson for the purpose of raising private equity funding.  One of the terms   
of the transaction was that the shares underlying the Class C Warrants would    
be registered.  Each Class C Warrant originally entitled the holder to          
purchase one share of Common Stock at one hundred and ten percent (110%) of     
the lowest closing bid price of the Company's Common Stock during the one       
hundred and eighty (180) calendar days prior to the exercise date with a        
maximum of $3.00 per share and one share of Common Stock at a price equal to    
90% of the average closing bid price during the preceding 10 trading days.      
During May 1993, the Company was attempting to convert as much debt into        
equity as possible and the Company allowed Mr. Anderson to exercise the         
one-half of his Class C Warrants which were exercisable at the price of $.1375  
(which was equal to 110% of the lowest closing bid price during the 180 days    
prior to May 7, 1993) without exercising the other one-half of his C Warrants.  
The Company also agreed to modify the exercise price of the remaining Warrants  
to 110% of the lowest closing bid price during the 180 days prior to the        
exercise date with a maximum of $2.00 per share.  The Class C Warrants expire   
at the end of the 30 month period commencing on the date the shares underlying  
the warrants are exercised.                                                     

  On January 24, 1992, Carl Anderson also entered into an Option Agreement
with the Company pursuant to which Mr. Anderson paid $100,000 to the Company.   
The Option Agreement provided that Mr. Anderson had the option of acquiring a   
5% interest in a partnership the company was considering forming for the        
purpose of recovering a shipwreck off the coast of Brazil, or 40,000 shares of  
Common Stock.                                                                   

 On June 2, 1992, Carl Anderson and three other investors agreed to loan
the Company a total of $250,000, with Mr. Anderson loaning $75,000 of this      
amount pursuant to a promissory note due December 31, 1992, and bearing         
interest at 10%.  The note was secured by certain gold artifacts.  As           
additional consideration for this loan, the Company issued to Mr. Anderson      
50,000 Class D Warrants exercisable at a price equal to 110% of the lowest      
closing bid price of the Company's Common Stock during the 180 calendar days    
prior to the exercise date.  In addition, Mr. Anderson and the other three      
lenders each were granted an interest in the Company's share of the profits of  
Eagle Partners Ltd., with Mr. Anderson receiving a 1.875% interest.             

 In order for the Company to be able to negotiate the $250,000 in loans,
it was necessary for the Company to amend the terms of certain of Mr.           
Anderson's outstanding Warrants substantially as follows:  The exercise prices  
of the Class A and Class B Warrants and one-half of the Class C Warrants were   
reduced to a price equal to 110% of the lowest closing bid price during the     
180 calendar days prior to their exercise dates.  In addition, the Company      
agreed to amend Mr. Anderson's option agreement to provide that he could        
convert his $100,000 into stock at a price equal to the lowest bid price        
during the 180 days prior to his election to exercise his option.               

   On January 14, 1993, Carl Anderson loaned $60,000 to the Company pursuant
to a promissory note due December 31, 1993, and bearing interest at 10%.  This  
loan was personally guaranteed by John Morris and secured by certain            
artifacts.  As additional consideration for the loan, the Company issued to     
Mr. Anderson 400,000 Warrants exercisable at a price equal to 110% of the       
lowest closing bid price of the Company's Common Stock during the 180 calendar  
days prior to the exercise date.                                                

On May 7, 1993, Carl Anderson exercised the option he purchased on    
January 24, 1992, and acquired 727,273 shares of Common Stock.  In addition,    
on the same date he converted a total of $75,000 in principal loans and         
$41,875 in interest by exercising 850,000 of his warrants to purchase 850,000   
shares of Common Stock.                                                         

 During June 1993, the Company issued 650,000 shares of its Common Stock
to six accredited investors in a private placement conducted by the Company at  
a price of $.50 per share.  Included among the investors were Carl Anderson     
and Anthony F. Budge, principal shareholders of the Company.  Mr. Anderson      
purchased 200,000 shares and Mr. Budge purchased 50,000 shares.                 

  During September 1993, the Company issued 112,032 shares of Common Stock
to John C. Morris, the President, a director and principal shareholder of the   
Company, as payment for a $50,000 promissory note plus $6,016 of accrued        
interest.                                                                       

 During February 1994, the Company issued 2,438,851 shares of its Common
Stock to the following affiliated persons who agreed to convert existing loans  
and accrued interest into Common Stock:                                         

                                                                · Download Table

                                                    Amount of  
       Name              Number of Shares        Debt Converted
       ----              ----------------        --------------
                                                               
 Carl Anderson              1,868,400               $467,100   
 Megeve Investments           232,591                 34,889   
 John C. Morris               337,860                 50,679   

  Carl Anderson and John Morris were principal shareholders of the Company
and Megeve Investments acquired its shares as an assignee from Gregory Stemm,   
a principal shareholder.  All of the debt was converted at $.25 per share       
except for the 232,591 shares issued to Megeve Investments and 212,533 of the   
shares issued to John Morris, which were issued pursuant to the exercise of     
existing warrants at an exercise price of $.15 per share.                       

During February 1994, the Company also issued 100,000 shares of Common
Stock to Carl Anderson, a principal shareholder, for the purchase of 36-foot    
motor vessel valued at $30,000.                                                 

In connection with the resignations of John Morris and Greg Stemm as  
officers and directors of the Company, the Company negotiated Separation        
Agreements with each person.  These agreements were executed on April 14,       
1994, and provide essentially that Messrs. Morris and Stemm will not compete    
with the Company for a period of three years, and in consideration therefor,    
the Company issued to each of Mr. Morris and Mr. Stemm warrants to purchase     
500,000 shares of the Company's Common Stock at $0.50 per share for the same    
three year period.                                                              

 During June 1994, the Company issued 240,000 shares of its Common Stock
to six accredited investors.  These six investors originally invested in a      
private offering during May and June 1993, and according to the terms of the    
1993 private placement, if the Company did not register the original shares     
within one year of the private offering, the Company was required to issue      
additional shares in an amount equal to 30% of the shares originally            
purchased.  Included among these investors were Carl Anderson and A.F. Budge,   
who were each issued 60,000 shares.  Carl Anderson and A.F. Budge were both     
principal shareholders of the Company.                                          

  During June 1994, the Company also issued 103,092 shares of Common Stock
to the following two employees and officers of the Company as payment for       
accrued and unpaid remuneration for the year ended December 31, 1993:           

                                                                · Download Table

                         Number           Amount of Unpaid 
       Name            of Shares            Remuneration   
       ----            ---------          -----------------
                                                           
 John Lawrence          51,546              $48,324.56     
 John Balch             51,546              $48,324.56     

During June and July 1994, the Company issued 983,125 shares of its   
Common Stock to five accredited investors in a private placement conducted by   
the Company at a price of $.32 per share.  The investors also acquired two      
common stock purchase warrants exercisable at $.32 per share for each share of  
Common Stock they purchased.  Included among the investors were Anthony F.      
Budge, a director and principal shareholder, and Carl Anderson, a principal     
shareholder.  Mr. Budge purchased 156,250 shares and Mr. Anderson purchased     
303,125 shares.                                                                 

   According to the terms of the above private placement, if the Company did
not register the original shares by December 31, 1994, the Company was          
required to issue additional shares in an amount equal to 30% of the shares     
originally purchased.  A total of 326,813 additional shares were issued during  
January 1995, with Mr. Budge receiving an additional 46,875 shares and Mr.      
Anderson receiving an additional 90,938 shares.                                 

During November 1994, the Company issued 800,000 shares of its Common 
Stock and common stock purchase warrants to buy 1,600,000 shares of Common      
Stock at an exercise price of $.32 per share to Carl Anderson, a principal      
shareholder, in exchange for 66,667 shares of common stock of Valley Forge      
Scientific Corp.  In accordance with the terms of the exchange agreement, the   
Company issued Mr. Anderson an additional 240,000 shares of Common Stock since  
the 800,000 shares were not registered by March 10, 1995.                       

   During January 1995, the Company issued 264,774 shares of Common Stock to
the following two employees and officers of the Company as payment for accrued  
and unpaid remuneration for the year ended December 31, 1994:                   

                                                                · Download Table

                          Number           Amount of Unpaid 
     Name               of Shares            Remuneration   
     ----               ---------          -----------------
                                                            
 John Lawrence           132,387              $41,850.87    
 John Balch              132,387              $41,850.87    

  During April 1995, the Company issued 300,563 shares of its Common Stock
to the five accredited investors.  These five investors originally invested in  
a private offering during June 1994, and according the terms of the 1994        
private offering, if the Company did not register the original shares by the    
end of 1994, the Company was required to issue additional shares in an amount   
equal to 30% of the shares originally purchased.  Two of these investors were   
Carl Anderson who was issued 90,938 shares and A.F. Budge who was issued        
46,875 shares.                                                                  

During July 1995, the Company issued 25,000 shares to Daniel Derfus, a
Director, who agreed to convert part of an existing loan and accrued interest   
into Common Stock.  Mr. Derfus exercised existing warrants at $.30 per share.   

During May 1995, the Company issued 240,000 shares of its Common Stock
to Carl Anderson, a principal shareholder.  Mr. Anderson originally invested    
in a private offering during November 1994, and according to the terms of the   
1994 private offering, if the Company did not register the original shares by   
March 10, 1995, the Company was required to issue additional shares in an       
amount equal to 30% of the shares originally purchased.                         

During October 1995, the Company issued 360,000 shares of its Common  
Stock to Gregory Stemm, a shareholder and former officer and director,          
pursuant to a settlement agreement which resolved a lawsuit filed by Mr. Stemm  
against the Company.  (See "BUSINESS -- Litigation.")                           

 During September and October 1995, the Company issued a total of 40,000
shares of its Common Stock to John C. Morris, a shareholder and former officer  
and director, upon payment to the Company of $10,000.  These shares were sold   
because Mr. Morris exercised anti-dilution rights he held under previously      
issued warrants.                                                                

The Board of Directors was of the opinion that the terms of the above 
transactions were at least as favorable as those which could be obtained from   
independent third parties.                                                      

DESCRIPTION OF SECURITIES         

Common Stock                                                                    

   The authorized capital stock of the Company consists of 30,000,000 shares
of no par value Common Stock.  All shares have equal voting rights and are not  
assessable.  Voting rights are not cumulative, and, therefore, the holders of   
more than 50% of the Common Stock of the Company could, if they chose to do     
so, elect all the Directors.                                                    

   Upon liquidation, dissolution or winding up of the Company, the assets of
the Company, after the payment of liabilities and any liquidation preferences   
on outstanding preferred stock, will be distributed pro rata to the holders of  
the Common Stock.  The holders of the Common Stock do not have preemptive       
rights to subscribe for any securities of the Company and have no right to      
require the Company to redeem or purchase their shares.  The shares of Common   
Stock presently outstanding are, and the shares of Common Stock to be sold      
pursuant to this offering will be, upon issuance, fully paid and                
nonassessable.                                                                  

  Holders of Common Stock are entitled to share equally in dividends when,
as and if declared by the Board of Directors of the Company, out of funds       
legally available therefor.  The Company has not paid any cash dividends on     
its Common Stock, and it is unlikely that any such dividends will be declared   
in the foreseeable future.                                                      

Preferred Stock                                                                 

  The Company is authorized to issue 60,000,000 shares of Preferred Stock,
no par value.  The Preferred Stock may be issued in series from time to time    
with such designation, rights, preferences and limitations as the Board of      
Directors of the Company may determine by resolution.  The rights, preferences  
and limitations of separate series of Preferred Stock may differ with respect   
to such matters as may be determined by the Board of Directors, including,      
without limitation, the rate of dividends, method and nature of payment of      
dividends, terms of redemption, amounts payable on liquidation, sinking fund    
provisions (if any), conversion rights (if any), and voting rights.  The        
potential exists, therefore, that preferred stock might be issued which would   
grant dividend preferences and liquidation preferences to preferred             
shareholders.  Unless the nature of a particular transaction and applicable     
statutes require such approval, the Board of Directors has the authority to     
issue these shares without shareholder approval.  The issuance of Preferred     
Stock may have the affect of delaying or preventing a change in control of the  
Company without any further action by shareholders.   The Company has           
designated 200,000 shares of its Preferred Stock as Series 1 Convertible        
Preferred Stock, of which 200,000 shares are currently outstanding.  Following  
is a summary of the rights and preferences of the Series 1 Convertible          
Preferred Stock:                                                                

Series 1 Convertible Preferred Stock                                            

 Holders of the Series 1 Convertible Preferred Stock are not entitled to
receive dividends.  In the event of any dissolution, liquidation or sale of     
the Company's assets, the holders of each share of the Series 1 Convertible     
Preferred Stock shall be entitled to receive out of the assets of the Company   
available for distribution to its stockholders, before any payment or           
distribution shall be made on its Common Stock, an amount equal to $.25 per     
share.                                                                          

  Each share of Series 1 Convertible Preferred Stock may be converted into
one share of the Company's Common Stock at any time at the option of the        
holder.                                                                         

In the event there is an effective registration statement covering the
shares of Common Stock into which the Series 1 Convertible Preferred Stock may  
be converted and the average closing bid price for the Company's Common Stock   
is at least $3.00, the shares of Series 1 Convertible Preferred Stock will be   
automatically converted on a one-for-one basis.                                 

   The Company may redeem shares of Series 1 Convertible Preferred Stock, in
whole or in part, at any time, at its option, on 7 days prior notice, at a      
price equal to the higher of $.25 or the average of the closing bid and asked   
prices for the Company's Common Stock for the 10 days prior to the date of the  
redemption notice.                                                              

The Company is required to redeem the shares of Series 1 Convertible  
Preferred Stock, at the price set forth in the paragraph above, on the          
earliest to occur of the following:                                             

(i)    December 1, 1999;                                              

(ii)   The date Buckeye Communications, Inc. ("Buckeye") provides the 
Company with or arranges for the Company to be provided with, a cash infusion   
of $500,000 or more;                                                            

 (iii)  The date that the Company receives a cash infusion of $1,500,000
or more in a single transaction or in a series of four or less transactions in  
any one year.                                                                   

 If the Company receives proceeds from the sale of certain pearls (which
were previously used to collateralize the $250,000 loan from Buckeye), in       
excess of $50,000, one-half of the excess shall be applied to redeem shares of  
the Series 1 Convertible Preferred Stock at the price set forth above.          

Each share of Series 1 Convertible Preferred Stock is entitled to one 
vote and votes together with the holders of the Common Stock as a single        
class.                                                                          

Transfer Agent                                                                  

The Company has retained American Securities Transfer, Inc., Denver,  
Colorado, as Transfer Agent for the Common Stock.                               

Reports to Shareholders                                                         

 The Company intends to furnish annual reports to shareholders on demand
which will include audited financial statements reported on by its certified    
public accountants.  In addition, the Company may issue unaudited quarterly or  
other interim reports to shareholders as it deems appropriate.                  

SECURITIES COVERED BY THIS PROSPECTUS         

Outstanding Shares Subject to Sale                                              

 All 17,086,125 of the shares covered by this Prospectus have previously
been issued by the Company and the Company has agreed with the holders thereof  
to attempt to register such shares under the Act.  All of these shares          
constitute "restricted securities", as defined in Rule 144 under the Act.       
Certain of the selling shareholders are affiliates of the Company and may be    
deemed to be "underwriters", as defined in the Act, at such times, if any, as   
they determine to resell such shares.  (See "Selling Shareholders.")            
Shareholders may make private sales of the shares directly or sell them         
through brokers.  In connection with any sales, the selling shareholders and    
any brokers participating in such sales may be deemed to be "underwriters"      
within the meaning of the Act.                                                  

PLAN OF DISTRIBUTION          

  The Selling Shareholders and others who may sell shares being registered
herein are not restricted as to the price or prices at which they may sell      
their shares and sales of such shares at less than the market price may         
depress the market price of the Company's Common Stock.  Further, Selling       
Shareholders are not restricted as to the number of shares which may be sold    
at any one time, and it is possible that a significant number of shares could   
be sold at the same time which may also have a depressive effect on the market  
price of the Company's Common Stock.  However, it is anticipated that the sale  
of the Common Stock being offered hereby will be made through customary         
brokerage channels either through broker-dealers acting as agents or brokers    
for the seller, or through broker-dealers acting as principals, who may then    
resell the shares in the over-the-counter market, or at private sale in the     
over-the-counter market or otherwise, at prices related to prevailing market    
prices at the time of the sales, at negotiated prices, or by a combination of   
such methods.  Thus, the period for sale of such shares by the Selling          
Shareholders may occur over an extended period of time.  Dealers who purchase   
a significant amount of shares as principals may be statutory underwriters and  
should notify the Company so that this Prospectus can be updated.               

   There are no contractual arrangements between or among any of the Selling
Shareholders and others who may sell shares being registered herein and the     
Company with regard to the sale of the shares and no professional underwriter   
in its capacity as such will be acting for the group or any member thereof.     

The Company has advised the Selling Shareholders that they and any    
securities broker-dealers or others who may be deemed to be statutory           
underwriters will be subject to the Prospectus delivery requirements under the  
Securities Act of 1933.  The Company has also advised each Selling Shareholder  
that in the event of a "distribution" of his or its shares, such Selling        
Shareholder, any "affiliated purchasers," and any broker-dealer or other        
person who participates in such distribution may be subject to Rule 10b-6       
under the Securities Exchange Act of 1934 (the "1934 Act") until his or its     
participation in that distribution is completed.  A "distribution" is defined   
in Rule 10b-6(c)(5) as an offering of securities "that is distinguished from    
ordinary trading transactions by the magnitude of the offering and the          
presence of special selling efforts and selling methods."  The Company has      
also advised the Selling Shareholders that Rule 10b-7 under the 1934 Act        
prohibits any "stabilizing bid" or "stabilizing purchase" for the purpose of    
pegging, fixing or stabilizing the price of the Common Stock in connection      
with this offering.                                                             

Rule 10b-6 makes it unlawful for any person who is participating in a 
distribution to bid for or purchase stock of the same class as is the subject   
of the distribution.  If Rule 10b-6 applies to the offer and sale of any of     
the shares, then participating broker-dealers will be obligated to cease        
market making activities nine business days prior to their participation in     
the offer and sale of such Shares and may not recommence market making          
activities until their participation in the distribution has been completed.    
If Rule 10b-6 applies to one or more of the principal market makers in the      
Company's Common Stock, the market price of such stock could be adversely       
affected.  (See "RISK FACTORS.")                                                

LEGAL MATTERS         

 The legality of the securities of the Company offered will be passed on
for the Company and the Selling Shareholders by Jon D. Sawyer, P.C., 1401       
Seventeenth Street, Suite 460, Denver, Colorado 80202.                          

EXPERTS         

The audited consolidated financial statements of Seahawk Deep Ocean   
Technology, Inc. and the financial statements of Seahawk I, Ltd., Seahawk II,   
Ltd. and Eagle Partners, Ltd. included herein for the years ended December 31,  
1994 and 1993, have been audited by Giunta, Ferlita & Walsh, P.A., independent  
certified public accountants, for the periods and to the extent set forth in    
their reports appearing herein.  Such financial statements have been so         
included in reliance upon the reports of such firm given upon their authority   
as experts in auditing and accounting.                                          

ADDITIONAL INFORMATION        

The Company has filed with the Securities and Exchange Commission a   
Registration Statement on Form SB-2 (herein, together with all amendments       
thereto, the "Registration Statement") under the Securities Act of 1933 with    
respect to the securities of the Company offered.  This Prospectus, filed as    
part of the Registration Statement, omits certain information contained in the  
Registration Statement.  The Registration Statement and exhibits may be         
inspected at the office of the Commission, Judiciary Plaza, 450 Fifth Street,   
N.W., Washington, D.C. 20549, and copies of such materials can be obtained      
from the Commission's Washington, D.C. office at prescribed rates.  References  
in this Prospectus to various documents, statutes, regulations and agreements   
do not purport to be complete and are qualified in their entirety by reference  
to such documents, statutes, regulations and agreements.                        

FINANCIAL STATEMENTS  

1.  The following Financial Statements are filed as part of this Prospectus.    
                                                                Page No.
SEAHAWK DEEP OCEAN TECHNOLOGY, INC.             

Consolidated Balance Sheets - September 30, 1995 (Unaudited)            F3      

Consolidated Statements of Operations (Unaudited)                               
- Nine Months Ended September 30, 1995 and 1994                     F4-5    

Statement of Cash Flows - Nine Months Ended September 30, 1995                  
and 1994                                                            F6-7    

Notes to Consolidated Financial Statements (Unaudited)               F8-10      

Report of Independent Certified Public Accountants                     F11      

Consolidated Balance Sheet as of December 31, 1994                  F12-13      

Consolidated Statements of Operations for the Years                             
Ended December 31, 1994 and 1993                                       F14      

Consolidated Statement of Stockholders' Equity for                              
the Years Ended December 31, 1994 and 1993                          F15-16      

Consolidated Statements of Cash Flows for the Years                             
Ended December 31, 1994 and 1993                                    F17-19      

Notes to Consolidated Financial Statements                          F20-47      

SEAHAWK I, LTD.       

Report of Independent Certified Public Accountants                     F48      

Balance Sheet as of December 31, 1994                                  F49      

Statements of Operations for the Years Ended                                    
December 31, 1994 and 1993                                             F50      

Statement of Partners' Capital for the Years Ended                              
December 31, 1994 and 1993                                             F51      

Statements of Cash Flows for the Years Ended                                    
December 31, 1994 and 1993                                             F52      

Notes to the Financial Statements                                   F53-61      

SEAHAWK I, LTD.         
(A DEVELOPMENT STAGE ENTERPRISE)          

Reports of Independent Certified Public Accountants                 F62-63      

Balance Sheet as of December 31, 1994                                  F64      

Statements of Operations for the Years Ended                                    
December 31, 1994 and 1993 and from May 16,                                     
1989 (Inception) to December 31, 1994                                  F65      

Statements of Partners' Capital for the Period of                               
May 16, 1989 (Inception) to December 31, 1994                          F66      

Statements of Cash Flows for the Years Ended                                    
December 31, 1994 and 1993 and from May 16,                                     
1989 (Inception) to December 31, 1994                                  F67      

Notes to Financial Statements                                       F68-74      

EAGLE PARTNERS, LTD.          
(A DEVELOPMENT STAGE ENTERPRISE)            

Reports of Independent Certified Public Accountants                    F75      

Balance Sheet as of December 31, 1994                                  F76      

Statements of Operations for the Years Ended                                    
December 31, 1994 and 1993 and from November 12,                                
1991 (Inception) to December 31, 1994                                  F77      

Statements of Partners' Capital for the period                                  
November 12, 1991 (Inception) to December 31, 1994                     F78      

Statements of Cash Flows for the Years Ended                                    
December 31, 1994 and 1993 and from November 12,                                
1991 (Inception) to December 31, 1994                                  F79      

Notes to Financial Statements                                       F80-85      

SEAHAWK DEEP OCEAN TECHNOLOGY, INC. AND SUBSIDIARIES    

CONSOLIDATED BALANCE SHEET                                                      

                                                                · Download Table
ASSETS                                                                  

                                                         (Unaudited)    
                                                      September 30, 1995
                                                                        
CURRENT ASSETS                                                          
 Cash and cash equivalents                               $    6,467     
 Marketable securitie                                         9,184     
 Accounts receivable                                                    
   Trade                                                         -      
   Other                                                     10,350     
 Merchandise inventory                                        8,016     
 Prepaid expenses                                            35,330     

  Total current assets                                       69,348     

PROPERTY AND EQUIPMENT                                                  
  Net of accumulated depreciation                                       
    of $1,214,062                                         1,949,233     

OTHER ASSETS                                                            
 Artifacts                                                  307,259     
 Accounts and Notes Receivable - affiliates                             
   less losses in excess of investment in                               
   affiliates of $1,696,212                                 456,238     
 Deposits                                                    12,038     

  Total other assets                                        775,535     

TOTAL ASSETS                                             $2,794,115     

CONSOLIDATED BALANCE SHEET                                                      

                                                                · Download Table
LIABILITIES AND STOCKHOLDERS' EQUITY                                   

                                                        (Unaudited)    
                                                     September 30, 1995
                                                                       
CURRENT LIABILITIES                                                    
     Accounts payable                                    $  338,162    
     Accrued expenses                                                  
          Salaries                                          208,926    
          Interest due related parties                       66,618    
          Interest due to others                            145 499    
          Other                                              11,119    
     Preferred ships' mortgage                              250,000    
     Due to related parties                                 371,756    
     Notes payable - others                                 384,033    

Total current liabilities                                 1,776,193    

LONG TERM LIABILITIES                                                  
     Notes payable - related                                 65,000    
     Preferred ships' mortgage                              775,000    

TOTAL LIABILITIES                                         2,616,193    

STOCKHOLDERS' EQUITY                                                   
     Preferred stock - no par value; 60,000,000                        
       shares authorized; 200,000 shares issued                        
       and outstanding                                       50,000    
     Common Stock - no par value; 30,000,000                           
       shares authorized; 21,400,168 shares                            
       issued and outstanding                            11,968,682    
     Paid in capital - stock options                          5,191    
     Accumulated (deficit)                              (11,845,951)   

          Total Stockholders' Equity                        177,922    

TOTAL LIABILITY AND STOCKHOLDERS' EQUITY              $   2,794,115    

CONSOLIDATED STATEMENT OF OPERATIONS                                            
(Unaudited)                                                                     

                                                                · Download Table

                                        Nine Months Ended September 30,
                                              1995           1994      
                                                                       
REVENUES                                                               
     Income from Affiliates               $   55,240     $   42,263    
     Income from Others                      382,249          4,937    

Total Revenues                               437,489         47,200    

OPERATING EXPENSES                                                     
     Vessel Operations                       211,860        233,873    
     Vessel Operations - Affiliates           54,000         54,000    
     Conservation                             29,462         25,919    
     Depreciation                            161,031        245,121    
     Rent                                     62,303         61,803    

Total Operating Expenses                     518,656        620,715    

GENERAL AND ADMINISTRATIVE EXPENSES          563,804        374,984    

Total Expenses                             1,082,460        995,699    

(LOSS) FROM OPERATIONS                      (644,971)      (948,499)   

OTHER INCOME (EXPENSE)                                                 
     Interest income - affiliate              22,438             -     
     Interest income - others                      3          1,151    
     Interest expense                       (184,140)      (113,608)   
     Other income                              8,034         11,168    
     Gain on sale of marketable securities    19,900             -     
     Loss on disposal of equipment                -          (2,155)   
     Loss on investment in less than 50%                               
       owned entities                        (34,220)       (55,258)   

Total other income (expense)                (167,984)      (158,703)   

NET (LOSS)                                  (812,955)    (1,107,201)   

NET (LOSS) PER SHARE                      $    (0.04)    $    (0.07)   

Weighted average number of common                                      
 shares and common shares                                              
 equivalents outstanding                  20,488,249     15,307,307    

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC. AND SUBSIDIARIES                            

STATEMENT OF CASH FLOWS                                                         

                                                                · Download Table

                                                Sources and (use) of Cash    
                                              Nine Months Ended September 30,
                                                    1995        1994         
                                                                             
Cash Flows from Operating Activities                                         
Net (Loss)                                       $ (812,955)  $(1,107,201)   

Adjustments to reconcile net loss to                                         
net cash used by operating activities:                                       
     Depreciation                                   161,030       245,121    
     Provision for bad debt                         174,310            -     
     Loss on disposal of equipment                       -          2,155    
     Profit on sale of marketable securities        (19,900)           -     
     Loss on Investment in less than 50%                                     
       owned entities                                34,220        55,258    
     Services acquired through issuance                                      
       of common stock                                6,250        28,443    
     Decrease (increase) in trade                                            
       accounts receivable                          (46,389)         (416)   
     Decrease (increase) in trade                                            
       accounts receivable - affiliates             (56,740)      (35,613)   
     Decrease (increase) in other receivables        (4,720)       45,531    
     Decrease (increase) in other                                            
       receivables - affiliates                     (12,438)           -     
     Decrease (increase) in inventory                 3,261             9    
     Decrease (increase) in prepaid expense          18,576       (31,489)   
     Decrease (increase) in deposits                 (1,868)        3,101    
     (Decrease) increase in accounts payable       (107,433)       28,746    
     (Decrease) increase in accrued expenses        279,984       209,289    

          Total Adjustments                         390,991       550,135    

     Net Cash generated (used) by                                            
       operating activities                        (421,964)     (557,066)   

Cash Flows from Investing Activities                                         
     Purchase of equipment                          (27,877)      (12,802)   
     Purchase of artifacts                               -             -     
     Increase in other investments                       -             -     
     Issuance of notes receivable from affiliates        -             -     
     Proceeds from disposal of equipment                 -        655,000    
     Proceeds from the sale of marketable                                    
       securities                                   146,013            -     
     Payments received on notes receivable               -             -     
     Decrease in investment in affiliate                 -             -     

     Net Cash provided (used) by investing                                   
       activities                                   118,136       642,198    
Cash Flows from Financing Activities                                         
     Proceeds from issuance of common stock         174,709       245,850    
     Proceeds from issuance of warrants                  -             -     
     Advances from related parties                       -             -     
     Issuance of notes payable - other              162,011       208,000    
     Issuance of notes payable - related             15,000         7,000    
     Repayment of notes                                           (21,000)   
 Repayment of notes - related                       (45,600)           -     
     Payments on capital lease payable                   -       (500,000)   

     Net Cash provided (used) by                                             
       financing activities                         306,120       (60,150)   

NET (DECREASE) INCREASE IN CASH AND                                          
  CASH EQUIVALENT                                    2,292         24,983    

CASH AND CASH EQUIVALENT BEGINNING                                           
  OF QUARTER                                         4,175          2,705    

CASH AND CASH EQUIVALENT END OF QUARTER           $  6,467       $ 27,688    

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SUMMARY OF SIGNIFICANT NON-CASH TRANSACTIONS  

During 1995 several debt holders, through the exercise of warrants and          
options, converted their debt to stock.  A summary of the debt converted to     
stock is as follows:                                                            
[CAPTION]                                                                       
                      Common
                       Amount             Shares
[S]                                  [C]                [C]                     
Accounts payable                      $ 13,859            68,926                
Accrued interest                         5,023            19,055                
Accrued salary                          83,702           264,774                
Notes payable - related                  5,947            19,823                
Notes payable - other                    7,478            29,912                

                      $116,009           402,490

During 1995 the Company issued 60,000 shares for services vaued at $9,300.      

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC. AND SUBSIDIARIES                            
NOTES ON CONSOLIDATED FINANCIAL STATEMENTS                                      
JUNE 30, 1995 (Unaudited)                                                       

NOTE 1  BASIS OF PRESENTATION                                                   

The accompanying unaudited consolidated financial statements of Seahawk Deep    
Ocean Technology, Inc. and subsidiaries (Company) have been prepared in         
accordance with the rules and regulations of the Securities and Exchange        
Commission and the instructions to Form 10-QSB and, therefore, do not           
include all information and footnotes normally included in financial            
statements prepared in accordance with generally accepted accounting            
principles.  These interim consolidated financial statements should be read     
in conjunction with the consolidated financial statements and notes included    
in the Company's Form 10-KSB for the year ended December 31, 1994.              

In the opinion of management, these financial statements reflect all            
adjustments (including normal recurring adjustments) necessary for a fair       
presentation of the financial position as of September 30, 1995, results of     
operations and cash flows for the interim periods presented.  Operating         
results for the six months ended September 30, 1995, are not necessarily        
indicative of the results that may be expected for the year ended December      
31, 1995.                                                                       

NOTE 2  AFFILIATES FINANCIAL INFORMATION                                        

The Company is the General Partner and a less than 50% interest                 
owner in Seahawk I, Ltd., Seahawk II, Ltd. and Eagle Partners, Ltd., all        
Florida limited partnerships.  These partnerships are accounted for on the      
equity method.  Summarized financial statement information is shown on page     
10.                                                                             

NOTE 3  MARKETABLE SECURITIES                                                   

At September 30, 1995, marketable securities consist of 3,867 shares of common  
stock of Valley Forge Scientific, Inc., a stock traded in the over-the-         
counter market and included in the NASDAQ Systems - Small Cap issues under      
the symbol VLFS.  These shares had an original cost of $11,601 and a fair       
market value of $14,018 at September 30, 1995.  The Company has adopted SFAS    
No. 115 which requires investments in equity securities to be reported at fair  
value.  Accordingly, an unrealized loss of $35,603 was recorded in the          
financial statements for the period ending December 31, 1994.                   

NOTE 4  INCOME TAXES                                                            

Effective January 1, 1993, the Company changed its method of accounting for     
income taxes from the deferred method to the liability method required by       
FASB Statement No. 109, "Accounting for Income Taxes". Prior to January 1,      
1993, there was no deferred taxation liability due to net operating loss        
carry forwards of approximately $6,000,000. Therefore there is no cumulative    
effect on the Financial Statements of adopting Statement 109.                   

NOTE 5 COMMERCIAL UNION PREFERRED SHIP MORTGAGE                                 

On February 9, 1994 and as amended on April 1, 1994, the Company and            
Commercial Union Capital Limited entered into a joint stipulation agreement to  
delay sale of the Seahawk Retriever. The settlement provided for the Company    
to pay Commercial Union $500,000 in cash and sign a $1,000,000 note payable     
one year from closing secured by a first preferred ship mortgage on the         
Seahawk Retriever, her engines, tackle, equipment and apparel. The note was     
non-interest bearing through its due date, April 15, 1995. In March 1995,       
Commercial Union agreed to extend the expiration date of the note to June 1,    
1995 and have since agreed that the mortgage will be extended for two years     
until June 2, 1997.  Under the terms of the agreement, the new principal        
balance will be $1,025,000, and will be paid in eight quarterly installments,   
with interest charged at 5% per annum over the Citybank new York prime rate in  
effect on June 2, 1995, and adjusted thereafter biannually on the first day of  
December and June each year.  The first seven quarterly installments will       
comprise the interest accrued and due on the date of the installment plus       
$50,000 of the principal.  The eighth and final installment will comprise all   
the remaining amount due under the note.  The current portion of the principal  
under this note is $250,000 at September 30, 1995.  Due to the inability to     
collect payments due from chartering the vessel, the Company was unable to      
make the payment of principal and interest due to Commercial Union on           
September 2, 1995, and is currently seeking a new charter for the vessel M/V    
Seahawk Retriever that will enable it to make the past due and future payments  
to Commercial Union.                                                            

NOTE 6  CONTINGENCIES                                                           

During February, 1994 the Company agreed with Carl Anderson, a principal        
shareholder, to convert two notes ("the Notes"), one for $44,448 and the        
other for $80,936 which, together with accrued interest thereon, totaled        
$141,804, into 567,212 shares of Common Stock in the Company.  The Notes were   
in the name of Gregory P. Stemm, a former officer and director of the Company   
who had sold them to Anderson.  On April 27, 1995, Stemm filed a lawsuit        
against the Company alleging that (a) the Company must pay him the principal    
and interest due on the Notes plus attorneys' fees and such other relief as     
the Court sees just and proper, and (b) Stemm is entitled to immediate          
possession of the Notes, and (c) the Company and Anderson conspired to deprive  
Stemm of his right to the Notes and as a result Stemm is entitled to damages    
due to this action.                                                             

The Company defended this action on the basis that it was verbally informed by  
both Anderson and Stemm that the Notes had been transferred to Anderson and     
that the Company relied on their representations and converted the Notes in     
good faith.  The Company settled this matter with Anderson in November 1995 by  
Anderson paying the purchase price for the stock issued upon conversion of the  
Notes.  The Company settled the matter with Stemm by issuing a $90,000          
promissory note for two years at 12% per annum and issuing to Stemm 360,000     
shares of common stock and 360,000 warrants to purchase shares of common stock  
at $0.32 per share.  The Company had a cost of legal expense and settling this  
matter of $15,305.                                                              

NOTE 7  SUBSEQUENT EVENTS                                                       

During November 1995, the Company acquired 100% of the outstanding common       
stock of Seahawk, Inc., an Alabama corporation that owns the research vessel    
R/V Seahawk in a transaction where the Company issued 2,400,000 shares of its   
Common Stock to the shareholders of Seahawk, Inc.  The R/V Seahawk is an 84     
foot, 150 gross tons monohull ship that is fully equipped to carry out deep     
sub-sea survey work, including side scan sonar, magnetometry and bathymetric    
surveys as well as remotely operated vehicle operations.  The Company will      
account for this acquisition as the purchase of an asset.  The basis for the    
valuation will be the fair value of the vessel received.                        

NOTE 8 COMMON STOCK TRANSACTIONS WITH RELATED PARTIES                           

During January 1995, the Company issued 264,774 shares of Common Stock to the   
following two employees and officers of the Company as payment for accrued and  
unpaid remuneration for the year ended December 31, 1994:                       
[CAPTION]                                                                       
                                      Number          Unpaid
                                         of Shares      Remuneration
                                       -----------     -----------
[S]                                        [C]            [C]           
John Lawrence                              132,387        $41,850.87  
John Balch                                 132,387        $41,850.87  

During January 1995, the Company issued 90,938 shares of its Common Stock to    
Carl Anderson and 46,875 shares of its Common Stock to A. F. Budge, two         
accredited investors.  These investors originally invested in a private         
offering during June 1994, and according to the terms of the 1994 private       
offering, if the Company did not register the original shares by the end of     
1994, the Company was required to issue additional shares in an amount equal    
to 30% of the shares originally purchased.                                      

During May 1995, the Company issued 240,000 shares of its Common Stock to Carl  
Anderson, a principal shareholder.  Mr. Anderson originally invested in a       
private offering during November 1994, and according to the terms of the 1994   
private offering, if the Company did not register the original shares by March  
10, 1995, the Company was required to issue additional shares in an amount      
equal to 30% of the shares originally purchased.                                

During July 1995, the Company issued 25,000 shares to Daniel Derfus, a          
Director, who agreed to convert part of an existing loan and accured interest   
into Common Stock.  Mr. Derfus exercised existing warrants at $.30 per share.   

During September 1995, the Company issued 24,000 shares of its Common Stock to  
John C. Morris, a shareholder and former officer and director, upon payment to  
the Company of $6,000.  These shares were sold because Mr. Morris exercised     
anti-dilution rights he held under previously issued warrants.                  

During October 1995, the Company issued 16,000 shares of its Common Stock to    
John C. Morris, a shareholder and former officer and director, upon payment to  
the Company of $4,000.  These shares were sold because Mr. Morris exercised     
anti-dilution rights he held under previously issued warrants.                  

During October 1995, the Company issued 360,000 shares of its Common Stock to   
Gregory Stemm, a shareholder and former officer and director, pursuant to a     
settlement agreement which resolved a lawsuit filed by Mr. Stemm against the    
Company.                                                                        

During November 1995 the Company issued 2,400,000 shares of its Common Stock    
to the six owners of Seahawk, Inc. the corporation which owned the vessel R/V   
Seahawk in exchange for 100% of the outstanding stock of Seahawk, Inc.          

The Board of Directors was of the opinion that the terms of the above           
transactions were at least as favorable as those which could be obtained from   
independent third parties.                                                      

NOTE 9  COMMON STOCK TRANSACTIONS WITH OTHERS                                   

During January 1995, the Company issued 100,000 shares of its Common Stock to   
Buckeye Communications, Inc. in accordance with an amendment to the terms of a  
December 1994 agreement.  During December 1994, the Company issued 800,000      
shares of its Common Stock and 200,000 shares of the Company's Series 1         
Convertible Preferred Stock to Buckeye as payment for a $250,000 loan.          

During January 1995, the Company issued 162,750 shares of its Common Stock to   
three accredited investors. The three investors originally invested in a        
private offering during June 1994, and according to the terms of the 1994       
private offering, if the Company did not register the original shares by the    
end of 1994, the Company was required to issue additional shares in an amount   
equal to 30% of the shares originally purchased.                                

During March 1995, the Company issued 31,926 shares of its Common Stock to an   
individual for $4,609 of services rendered.                                     

During May 1995 the Company issued 40,000 shares of its Common Stock to one     
person in payment for a right to 10% of any cargo recovered from a shipwreck    
in the Atlantic, code named Golden Eagle.                                       

During June 1995 the Company issued 40,000 shares to a shareholder who agreed   
to convert part of an existing loan and accrued interest into Common Stock by   
exercising existing warrants at $.25 per share.                                 

During July 1995, the Company issued 40,790 shares of its Common Stock to a     
corporation in connection with services performed by the corporation.           

During August 1995, the Company issued 20,000 shares of its Common Stock to     
one individual in accordance with an amendment to an agreement for the          
individuals right to 10% of any cargo recovered from a shipwreck in the         
Atlantic, code named Golden Eagle.                                              

During October 1995, the Company issued 50,000 shares of its Common Stock to    
an individual pursuant to a loan aggreement entered into during September       
1995 which provided that if a $10,000 loan was not repaid by the October 1995   
due date, the loan would be converted into Common Stock at $.20 per share.      

During October 1995, the Company issued 105,269 shares of its Common Stock to   
a shareholder which exercised an outstanding option to purchase 105,269 shares  
at a price of $.15 per share.                                                   

During October 1995, the Company issued 80,000 shares of its Common Stock to    
two individuals who agreed to convert a loan and interest amounting to          
$20,000 to stock.                                                               

During November 1995, the Company issued 1,259,136 shares of its Common Stock   
to 20 accredited investors who invested a total of $314,784 in cash in a        
private placement.  These stock purchases were entered to the Company's books   
from August through December, coincident with receipt of payment for the        
shares.                                                                         

SEAHAWK DEEP OCEAN TECHNOLOGY, INC.AND SUBSIDIARIES                             

BALANCE  SHEETS - AFFILIATES                                                    

                                                                · Download Table

                                    Nine Months Ended September 30, 1995  

                                   Seahawk I,    Seahawk II,   Eagle Part-
                                      Ltd.          Ltd.        ners, Ltd.
                                                                          
Current Assets                                                            
  Cash                            $      845    $       52    $        0  
  Accounts receivable                    421             -             -  
  Inventory - other                    1,805             -             -  

    Total Current Assets               3,071            52             0  

Other Assets                                                              
  Artifact inventory                 784,567             -             -  

     Total Assets                    787,638            52             0  

Current Liabilities                                                       
  Accounts payable - trade             4,087         2,217         3,525  
Accounts payable -                                                        
  general partner                    761,983        14,928     1,027,519  
Accrued liabilities                   35,654                          -   
Notes payable - general partner      300,000                              
Notes payable - limited partners      32,886            -             -   

    Total Current                                                         
    Liabilities                    1,134,610        17,145     1,031,044  

Partners' Capital                                                         
  Capital contributed              2,511,041     1,371,251       150,100  
  Accumulated loss                (2,858,013)   (1,388,344)   (1,181,144) 

    Net Capital                     (346,972)      (17,093)   (1,031,044) 

      Total Liabilities                                                   
      and Capital                 $  787,638    $       52    $        0  

STATEMENTS OF OPERATION - AFFILIATES                                            

                                                                · Download Table

                                    Nine Months Ended September 30, 1995  

                                  Seahawk I,    Seahawk II,   Eagle Part- 
                                     Ltd.          Ltd.        ners, Ltd. 
                                                                          
Revenues                           $      141    $        0    $        0 

Expenses                                                                  
  Operating expenses                      225             0             0 
  General and Administrative           11,090         1,890         9,980 

      Total Expenses                   11,315         1,890         9,980 

Other Income (Expenses)               (27,241)            0             0 

      Net (Loss)                    $ (38,556)    $  (1,890)    $  (9,980)

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                              

To the Board of Directors and Stockholders                                      
of Seahawk Deep Ocean Technology, Inc.                                          
Tampa, Florida                                                                  

We have audited the accompanying consolidated balance sheet of Seahawk Deep     
Ocean Technology, Inc. as of December 31, 1994 and the related consolidated     
statements of operations, stockholders' equity and cash flows for the years     
ended December 31, 1994 and 1993.  These financial statements are the           
responsibility of the Company's managment.  Our responsibility is to express    
an opinion on these financial statements based on our audit.                    

We conducted our audits in accordance with generally accepted auditing          
standards.  Those standards require that we plan and perform the audits to      
obtain reasonable assurance about whether the financial statements are free     
of material misstatements.  An audit includes examining, on a test basis,       
evidence supporting the amounts and disclosures in the financial                
statements.  An audit also includes assessing the accounting principles         
used and significant estimates made by management, as well as evaluating        
the overall financial statement presentations.  We believe that our audit       
provides a reasonable basis for our opinion.                                    

In our opinion, the financial statements referred to above present fairly,      
in all material respects, the financial position of Seahawk Deep Ocean          
Technology, Inc. as of December 31, 1994 and the results of its operations,     
changes in stockholders' equity and its cash flows for the years ended          
December 31, 1994 and 1993 in conformity with generally accepted accounting     
principles.                                                                     

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern.  As shown in the financial            
statements, the Company incurred a net loss of $1,451,232 for 1994 and has      
incurred substantial net losses for each of the past several years              
resulting in an accumulated deficit of $11,032,995.   At December 31, 1994,     
the Company has negative working capital as indicated by current                
liabilities exceeding current assets by $2,114,888. These factors, in           
addition to other factors as discussed in Note 15, raise substantial doubt      
about its ability continue as a going concern.  The financial statements do     
not include any adjustments relating to the recoverability and                  
classification of recorded assets, or the amounts and classification of         
liabilities that might be necessary in the event the Company cannot             
continue in operation.                                                          

/S/  Guinta, Ferlita & Walsh, P.A.                                              
Giunta, Ferlita & Walsh, P.A.                                                   
Tampa, Florida                                                                  
May 12, 1995                                                                    

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
CONSOLIDATED BALANCE SHEET                                                      
DECEMBER 31, 1994                                                               

                                                                · Download Table
ASSETS                                                              

CURRENT ASSETS (in dollars)                                         
                                                                    
Cash and cash equivalents                                      4,175
Marketable securities                                        135,297
Accounts receivable                                                 
 Trade                                                       127,231
 Other                                                        15,630
Merchandise inventory                                          8,016
Prepaid expenses                                              16,754

Total current assets                                         307,103

PROPERTY AND EQUIPMENT,                                             
Net of accumulated depreciation of $1,053,031              2,082,387

OTHER ASSETS                                                        

Artifacts                                                    310,520
Accounts and notes receivable - affiliate,                          
  less losses in excess of investment                               
  in affiliates of $1,671,292                                402,670
Deposits                                                      10,170

                                                             723,360

TOTAL ASSETS                                               3,112,850

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
CONSOLIDATED BALANCE SHEET                                                      
DECEMBER 31, 1994                                                               

                                                                · Download Table

CURRENT LIABILITIES (in dollars)                                      
                                                                      
Accounts payable                                              450,204 
Accrued expenses                                                      
      Salaries                                                 69,282 
      Interest due related parties                             48,851 
      Interest due others                                      76,120 
      Other                                                     7,988 

Capital lease obligation                                      970,590 
Due to related parties                                        504,456 
Notes payable - others                                        294,500 

      Total current liabilities                             2,421,991 

STOCKHOLDERS' EQUITY                                                  

Preferred stock - no par value, 60,000,000 shares                     
  authorized, 200,000 shares issued and outstanding            50,000 
Common stock    - no par value, 30,000,000 shares                     
  authorized, 19,598,115 shares issued and outstanding     11,668,663 
Paid in capital-stock options                                   5,191 
Accumulated (deficit)                                      11,032,995)

                                                              690,859 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  3,112,850 

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
CONSOLIDATED STATEMENTS OF OPERATIONS                                           
FOR THE YEARS ENDED DECEMBER 31, 1994 and 1993                                  

                                                                · Download Table

                                                     1994             1993    
REVENUES                                          -----------     ----------- 
                                                                              
      Rental income - affiliates                  $    50,285     $   430,545 
      Rental income - others                          131,942           6,086 

            Total revenues                            182,227         436,631 

OPERATING EXPENSES                                                            
      Vessel - operations                             319,346         225,402 
      Vessel operations - affiliate                    72,000          54,000 
      Conservation                                     38,149          33,000 
      Depreciation                                    324,515         426,087 
      Rent                                             82,570          73,485 
            Total operating expenses                  836,580         811,974 

GENERAL & ADMINISTRATIVE EXPENSES                     516,241         730,835 
            Total expenses                          1,352,821       1,542,809 

(LOSS) FROM  OPERATIONS                            (1,170,594)     (1,106,178)

OTHER INCOME  (EXPENSE)                                                       
      Interest income - affiliate                       2,548           3,645 
      Interest income - others                          1,589               - 
      Interest expense                             (  189,999)     (  129,207)
      Other income                                     11,168           9,166 
      Loss on sale of and unrealized loss                                     
            provision on marketable securities     (   38,028)              - 
      Loss on disposal of equipment                (    7,153)     (    2,640)
      Provision for write down on ROV                       -      (  592,771)
      Benefit on capital lease obligation                   -         335,406 
      Loss on investment in less                                              
       than 50 % owned entities                    (   60,763)     (  394,283)
            Total other income (expense)           (  280,638)     (  770,684)

NET  (LOSS)                                        (1,451,232)     (1,876,862)

NET (LOSS) PER SHARE                              $(     0.09)    $(     0.17)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES                                      
 AND COMMON SHARES EQUIVALENTS OUTSTANDING         16,484,605      10,765,840 

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                                 
FOR THE YEARS ENDED DECEMBER 31, 1994 and 1993                                  

                                                        · Enlarge/Download Table

                                                                   Paid-in              
                     Preferred  Preferred   Common      Common     Capital              
                      Stock      Stock      Stock       Stock      Stock   Accumulated  
                      Shares     Amount     Shares      Amount     Option    Deficit    
                                                                                        
Balance,                                                                                
 December 31, 1992          -         -    8,864,164  $ 8,634,502        - $( 7,704,901)
Common stock issued                                                                     
 for cash                   -         -      800,000      400,000        -            - 
Debt to equity                                                                          
 conversion                 -         -    2,467,545      855,331        -            - 
Employee common stock                                                                   
 option exercized           -         -       16,500        3,300        -            - 
Common stock warrants                                                                   
 exercized                  -         -      727,274      100,000        -            - 
Common Stock issued to                                                                  
 officers for services      -         -      103,092       48,324        -            - 
Net (loss)                  -         -            -            -        -  ( 1,876,862)

Balance,                                                                                
 December 31, 1993          -         -   12,978,575  $10,041,457        -  ( 9,581,763)
Common stock issued                                                                     
 for cash                   -         -    1,195,001      310,820        -            - 
Common stock issued                                                                     
 in exchange for                                                                        
 marketable securities      -         -      800,000      200,000        -            - 
Common stock issued                                                                     
 for services               -         -      151,713       36,502        -            - 
Debt to equity                                                                          
  conversion          200,000    50,000    4,325,951    1,034,884        -            - 
Common stock issued                                                                     
 for subscription                                                                       
 agreement                  -         -       46,875       15,000        -            - 
Common stock issued for                                                                 
 purchase of equipment      -         -      100,000       30,000        -            - 
25,958 below market                                                                     
 options issued to                                                                      
 directors for fees         -         -            -            -   $5,191              
        -                                                                               
Net (loss)                  -         -            -            -        -  ( 1,451,232)

Balance,                                                                                
 December 31, 1994    200,000   $50,000   19,598,115  $11,668,663   $5,191 $(11,032,995)

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
CONSOLIDATED STATEMENTS OF CASH FLOWS                                           
FOR THE YEARS ENDED DECEMBER 31, 1994 and 1993                                  

                                                                · Download Table

                                                      1994          1993     
CASH FLOWS FROM OPERATING ACTIVITIES              -----------    ----------- 
                                                                             
Net (loss)                                        $(1,451,232)   $(1,876,862)

Adjustments to reconcile net loss to                                         
net cash used by operating activities:                                       

Depreciation                                          324,515        426,087 
Provision for bad debt                                  5,764             -  
Loss on disposal of equipment                           7,153          2,640 
Loss on marketable securities                          38,028             -  
Proceeds from sale of marketable securities            26,179             -  
Benefit (provision) on capital lease obligation           -        ( 335,406)
Provision for write-down of ROV                           -          592,771 
Loss on investment in less than                                              
  50% owned entities                                   60,763        394,283 
Services acquired through the                                                
  issuance of common stock                             25,478         48,326 
Decrease (increase) in trade accounts receivable    ( 127,231)            -  
Decrease (increase) in trade                                                 
  accounts receivable affiliates                    (  47,413)       197,980 
Decrease (increase) in other receivables               48,748       ( 46,937)
Decrease (increase) in inventory                          742          3,230 
Decrease (increase) in prepaid expenses               (13,029)      (  1,337)
Decrease (increase) in deposits                         5,101       (  2,772)
Increase in accounts payable                          (32,899)        56,067 
(Decrease) increase in accrued expenses               393,783       (204,861)

  Total adjustments                                   715,682      1,130,071 

  Net cash (used) by operating activities           ( 735,550)     ( 746,791)

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)                               
FOR THE YEARS ENDED DECEMBER 31, 1994 and 1993                                  

                                                                · Download Table


                                                    1994           1993    
CASH FLOWS FROM INVESTING ACTIVITIES              ---------      --------- 
                                                                           
Purchase of equipment                             $( 12,802)     $( 18,175)
Purchase of artifacts                                     -       (  5,247)
Proceeds from disposal of equipment                 675,002         14,300 

Net cash provided (used) by                                                
  investing activities                              662,200       (  9,122)

CASH FLOWS FROM FINANCING ACTIVITIES                                       
Proceeds from issuance of common stock              310,820        403,297 
Advances from related parties                             -         60,410 
Issuances of notes payable - other                  303,000        327,500 
Issuances of notes payable - related                  7,000              - 
Repayments of notes payable                        ( 46,000)             - 
Payment of capital lease payable                   (500,000)             - 
Repayments to related parties                             -       ( 42,046)

Net cash provided by financing activities            74,820        749,161 

NET (DECREASE) INCREASE IN CASH                                            
  AND CASH EQUIVALENTS                                1,470       (  6,752)

CASH AND CASH EQUIVALENT AT BEGINNING OF YEAR         2,705          9,457 

CASH AND CASH EQUIVALENT AT END OF YEAR          $    4,175     $    2,705 

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
SUMMARY OF SIGNIFICANT NON-CASH TRANSACTIONS                                    

During 1993 several debt holders, through the exercise of warrants and          
options, converted their debt to common stock.  A summary of the debt           
converted is as follows:                                                        

                                                                · Download Table

                                                    Amount         Shares   
                                                  -----------    -----------
                                                                            
Accounts payable                                   $ 37,186           74,372
Accrued interest                                    138,943          489,307
Notes payable-related                                62,500          125,000
Notes payable-other                                 250,000          961,236
Debentures                                          330,000          660,000

                                                   $818,629        2,309,915

During 1993 the Company issued 103,092 shares of common stock as payment of     
$48,325 of compensation to one officer and one consultant.                      

During 1993, the Company issued 40,000 shares of common stock to an unrelated   
party in exchange for his rights to receive a nondilutible 5% interest in a     
limited partnership which the Company intended to form.                         

During 1994 several debt holders, through the exercise of warrants and          
options, converted their debt to stock.  A summary of the debt converted to     
stock is as follows:                                                            

                                                                · Download Table

                                     Common                  Preferred     
                              Amount       Shares        Amount      Shares
                           -----------   ----------     --------    -------
                                                                           
Accounts payable            $   25,477       78,074            -         - 
Accounts payable-related        59,347      395,943                        
Accrued interest                77,064      314,208                        
Notes payable-related          139,498      619,407                        
Notes payable-other            740,000    2,950,032      $50,000    200,000
Debentures                      30,000      120,000                        

                            $1,071,386    4,477,664      $50,000    200,000

During 1994 the Company issued 46,875 shares of common stock for a $15,000      
receivable.                                                                     

During 1994 the Company issued 800,000 shares of common stock in exchange for   
66,667 shares of Valley Forge Scientific, Inc. common stock in an exchange      
valued at $200,000.                                                             

During 1994 the company issued 100,000 shares of common stock valued at         
$30,000 for a 34 foot workboat.                                                 

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 1 - ORGANIZATION  AND BUSINESS                                             

Organization                                                                    

Seahawk Deep Ocean Technology, Inc. (the "Company") was organized as a          
Colorado corporation on September 17, 1986 for the purpose of acquiring a       
business opportunity.  On October 14, 1988 the Company completed its initial    
public offering of 1,200,000 shares of common stock at an offering price of     
$.50 per share.  On March 13, 1989, the Company issued 2,000,000 shares of      
its no par value common stock to the holders of 100% of the outstanding common  
stock of R/V Seahawk, Inc. (a Florida corporation organized on May 23, 1988)    
in an exchange transaction in which R/V Seahawk, Inc. became a wholly owned     
subsidiary of the Company.  On March 2, 1992, R/V Seahawk Inc. was merged       
into the Company.  On September 12, 1989 the Company organized Seahawk Museum   
Development, Inc. and acquired 100% interest with the purchase of 625,000       
shares of its no par common stock.                                              

Nature of Business                                                              

Since its inception and until the acquisition of its subsidiary, R/V Seahawk,   
Inc., the Company had not received significant revenues and had been devoting   
its efforts to raising capital, hiring personnel, establishing its accounting   
system, investigating business opportunities and issuing common stock for       
cash.  Accordingly, the Company was considered to be in the development stage.  

The Company is an oceanographic service company which is involved in deep       
water search, survey and recovery operations.  The Company serves as the        
general partner for three limited partnerships which were formed for the        
purpose of raising money to search for and locate shipwrecks.  The Company      
currently leases or owns and operates a variety of subocean equipment           
including a 200 foot supply vessel, an 83 foot research vessel, ROV's (Remote   
Operated Vehicles), and other specialized search and recovery equipment which   
enables it to locate, photograph and retrieve items lost on the seabed in deep  
water.                                                                          

Principles of Consolidation                                                     

The consolidated financial statements include the accounts of Seahawk Deep      
Ocean Technology, Inc. and its wholly-owned subsidiary, Seahawk Museum          
Development, Inc.  All significant intercompany accounts and transactions have  
been eliminated.                                                                

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

This summary of significant accounting policies of the Company is presented to  
assist in understanding the Company's financial statements.  The financial      
statements and notes are representations of the Company's management who is     
responsible for their integrity and objectivity and have prepared them in       
accordance with the Company's customary accounting practices.                   

Basis of Presentation                                                           

The accompanying financial statements were prepared using the accrual basis     
of accounting in accordance with generally accepted accounting principles.      

Revenue Recognition                                                             

The Company derives its revenue primarily from rental of search and recovery    
vessels, deep ocean survey and search equipment, remote operating vehicles,     
and other electronic equipment to Seahawk I, Ltd., Seahawk II, Ltd., Eagle      
Partners, Ltd. and other related and unrelated parties, as well as from its     
distributive share of limited partnerships' net income.                         

Marketable Securities - Trading Account                                         

Securities held as trading assets are stated at market value.  Market           
adjustments, gains or losses on the sales of trading securities are included    
in other income (expense).                                                      

Accounts Receivable and Credit Concentration                                    

Trade accounts receivable are charter payments due from International Diving.   
Although International Diving has filed for protection under Chapter 11 of the  
Federal Bankruptcy Act management considers the account fully collectible and   
no provision for uncollectible accounts has been made. (See Note 17).           

Accounts and Notes Receivable - Affiliate and Credit Concentration              

The Company uses the allowance method to account for uncollectible affiliate    
accounts.  The Company has provided an allowance for uncollectible accounts     
since management considers the losses in excess of its investments in           
affiliates as a provision for uncollectible accounts.  (See Note 4).            

Artifacts                                                                       

Artifacts are stated at the lower of cost or market value and consist           
primarily of colonial age artifacts purchased from related and unrelated        
entities.                                                                       

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                 

Depreciation                                                                    

Property and equipment is stated at historical cost.  Depreciation is provided  
using the straight-line method for financial reporting purposes at rates based  
on the assets' estimated useful lives.  The major components of assets and      
their estimated useful lives are as follows:                                    

                                                                · Download Table

                                             December 31,                
                                                 1994            Years   
 Vessel "Seahawk Retriever"                  -----------      -----------
                                                                         
 (See note 15)                                $1,500,000           35    
 Equipment                                     1,635,418         5 - 10  

                                               3,135,418                 

Accumulated depreciation                      (1,053,031)                

                                              $2,082,387                 

For income tax purposes, depreciation is computed using accelerated methods     
over statutory periods.                                                         

In March 1995, the Financial Accounting Standards Board issued Statement of     
Financial Accounting Standards (SFAS) No. 121, Accounting for the Impairment    
of Long-Lived Assets and for Long-Lived Assets to be Disposed of.  The          
application of the statement is effective for fiscal years beginning after      
December 15, 1995.  The Statement would require the Company to carry certain    
property and equipment at lower of cost or fair value less cost to sell, if     
the sum of expected future cash flow (undiscounted and without interest         
charges) is less than the carry amount of property and equipment.  At December  
31, 1994, the Company expects the adoption of SFAS 121 will not have an effect  
on its financial statements.                                                    

Investment in Affiliates                                                        

The Company's investment in Seahawk I, Ltd., Seahawk II, Ltd. and Eagle         
Partners, Ltd (less than 50% owned entities) is recorded on the equity method.  
Under this method, the basis of such investments, including loans, advances,    
and receivables are increased or decreased by the Company's distributive share  
of the partnerships' income or loss.  The partnerships were formed for the      
purpose of funding the search for deep water shipwrecks in predesignated        
areas.                                                                          

Loss Per Share                                                                  

Net loss per share is computed using the weighted average number of common      
shares outstanding during the period.  Common stock warrants and options are    
not considered into the computation because they are antidilutive in the        
aggregate.                                                                      

Statement of Cash Flows                                                         

Short-term investments which have an original maturity of ninety days or less   
are considered cash equivalents.                                                

Cash payments of interest for the years ended December 31, 1994 and 1993        
amounted to $ 38,068 and $10,011 respectively.                                  

Income Taxes                                                                    

The Company provides for deferred income taxes resulting from the timing        
differences in reporting income and expenses for financial statement purposes   
compared to the method of reporting for income tax purposes.  No deferred       
income taxes are reflected in the accompanying financial statements due to the  
Company's losses from operations.                                               

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 3 - MARKETABLE SECURITIES                                                  

At December 31, 1994, marketable securities consist of 56,967 shares of common  
stock of Valley Forge Scientific Inc., a stock traded in the over-the-counter   
market and included in the NASDAQ Systems - Small Cap issues under the symbol   
VLFS.   These shares had an original cost of $170,900 and a fair market value   
at December 31, 1994 of $135,297.  These shares had an original cost of         
$170,900 and a fair market value at December 31, 1994 of $135,297.  THE         
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 115 REQUIRES THAT INVESTMENTS   
IN EQUITY SECURITIES BE REPORTED AT FAIR VALUE.  THE COMPANY HAS ADOPTED SFAS   
NO. 115 AND THEREFORE, AN UNREALIZED LOSS OF $35,603 IS INCLUDED IN OTHER       
EXPENSE IN THE STATEMENT OF OPERATIONS.                                         

NOTE 4 - ACCOUNTS AND NOTES RECEIVABLE FROM AND INVESTMENTS IN AFFILIATES       

The Company is a general partner and a less than 50% interest owner in Eagle    
Partners, Ltd., Seahawk I, Ltd. and Seahawk II, Ltd (Florida limited            
partnerships).  The partnerships are accounted for on the equity method.  The   
report of independent certified public accountants on the 1994 financial        
statements of Seahawk I, Ltd., Seahawk II, Ltd., and Eagle Partners, Ltd.       
each includes an explanatory paragraph raising substantial doubt about the      
partnership's ability to continue as a going concern.  Pursuant to the          
partnership agreements, net losses of the Partnerships will be allocated as     
follows:                                                                        

 For Seahawk I, Ltd., 15% to the Class A Limited Partners, 10% for the
 Class B Limited Partners, 25% of the Class C Limited Partners and 50%
   to the General Partner.  At such time as the capital account balance of
any limited partner (taking into consideration all units owned by a 
partner including Class A, B and C) reaches zero, any further loss  
allocation shall be made to the general partner.                    

For Seahawk II, Ltd. and Eagle Partners, Ltd. 99% to the Limited    
Partners and 1% to the General Partner until the Limited Partners'  
capital accounts have been reduced to zero.                         

Net income is first allocated to the Limited Partners based on their            
proportionate ownership interests to the extent of the net loss previously      
allocated to them.  Net income is then allocated to the General Partner to the  
extent of the net loss previously allocated to it.  Thereafter, net income      
will be allocated as follows:  For Seahawk I, Ltd., the remaining net income    
is allocated 50% to the Limited Partners and 50% to the General Partner; for    
Seahawk II, Ltd., the remaining net income is allocated 1% per unit of the      
limited partnership interest (not to exceed 50%), and the balance to the        
General Partner; for Eagle Partners, Ltd., the remaining net income is          
allocated on a per unit basis with each $50,000 unit receiving 5% of the first  
$1 million of income allocated, 4% of the second $1 million of income           
allocated, 3% of the third $1 million of income allocated, 2% of the fourth     
$1 million of income allocated and 1% of income over $4 million allocated.      
The Company, as the general partner, will receive the balance of any net        
income to be allocated.                                                         

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 4 - ACCOUNTS AND NOTES RECEIVABLE FROM AND INVESTMENTS IN AFFILIATES       
(continued)                                                                     

The Company's total distributive share of Seahawk I, Ltd., Seahawk II, Ltd.     
and Eagle Partners, Ltd. for 1994 and 1993 was $60,763  and $394,283,           
respectively.  In accordance with the use of the equity method of accounting    
for its investment in partnerships, the Company has reduced its investment in   
those partnerships by its allocated portion of the partnership's losses.        

The accounts and notes receivable from affiliates, less losses in excess of     
investment in affiliates at December 31, 1994 is detailed as follows:           

                                                                · Download Table

                                                     EAGLE                   
                        SEAHAWK I    SEAHAWK II     PARTNERS                 
                           LTD.         LTD.          LTD.           TOTAL   
                       ----------    ----------    ----------     ---------- 
                                                                             
Note receivable        $  300,000       $     -    $         -    $  300,000 
Accounts receivable       751,514         8,473      1,017,890     1,777,877 

Deferred interest                                                            
 income                  (  3,915)            -              -    (    3,915)

Less losses in excess                                                        
 of investment in                                                            
 affiliates              (635,028)      (15,200)    (1,021,064)   (1,671,292)

                       $  412,571       $(6,727)   $(    3,174)   $  402,670 

The accounts receivable are unsecured but the Note Receivable is due in         
November 1995 and is secured by 4,000 pearls owned by Seahawk I, Ltd which      
are stated in that Company's artifact inventory at $36,000. (See Note 11)       

The Company has recorded losses in excess of its investments due to             
managements' commitment to provide additional financial support.  In 1994,      
the Company recorded its share of losses from affiliates primarily as a result  
of invoices billed to the affiliate for services provided.  Therefore, the      
Company considers the negative investment account as a provision for            
uncollectible accounts.                                                         

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 4 - INVESTMENT IN AFFILIATES (Continued)                                   

Summarized financial statement information is shown below:                      

SEAHAWK I, LTD.                                                                 
BALANCE SHEET                                                                   
DECEMBER 31, 1994                                                               

                                                                · Download Table

ASSETS (in dollars)                                                  

                                                                     
CURRENT ASSETS                                                10,237 
OTHER ASSETS - ARTIFACTS                                     785,027 

                                                             795,264 

LIABILITIES AND PARTNERS' CAPITAL                                    

CURRENT LIABILITIES                                      $ 1,103,821 
PARTNERS' CAPITAL                                                    
  Capital contributions                                    2,511,040 
  Accumulated deficit                                     (2,819,597)

TOTAL PARTNERS' CAPITAL (Deficit)                           (308,557)

TOTAL LIABILITIES AND PARTNERS' CAPITAL                   $  795,264 

SEAHAWK I, LTD.                                                                 
STATEMENT OF OPERATIONS                                                         
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993                                  

                                                                · Download Table

                                                     1994            1993    
                                                  ----------      ---------- 
                                                                             
REVENUES                                           $   7,978       $  23,791 
COST OF REVENUES                                       4,330           6,708 

GROSS PROFIT                                           3,648          17,083 

OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES        38,113          81,476 

INCOME (LOSS) FROM OPERATIONS                        (34,465)        (64,393)

OTHER INCOME (EXPENSES)                              (49,439)        ( 8,279)

NET INCOME (LOSS)                                  $ (83,904)      $ (72,672)

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SEAHAWK DEEP OCEAN TECHNOLOGY,INC.                                              
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 4 - INVESTMENTS IN AFFILIATES (Continued)                                  

SEAHAWK II, LTD.                                                                
(A DEVELOPMENT STAGE ENTERPRISE)                                                
BALANCE SHEET                                                                   
DECEMBER 31, 1994                                                               

                                                                · Download Table

ASSETS (in dollars)                                                 
                                                                    
CURRENT ASSETS                                           $       52 

LIABILITIES AND PARTNERS' CAPITAL                                   

CURRENT LIABILITIES                                      $   15,254 

PARTNERS' CAPITAL                                                   
  Capital contributions                                   1,371,250 
  Deficit accumulated during development stage           (1,386,452)

NET PARTNERS' CAPITAL                                    $   15,202)

TOTAL LIABILITIES AND PARTNERS' CAPITAL                  $       52 

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SEAHAWK II, LTD.                                                                
(A DEVELOPMENT STAGE ENTERPRISE)                                                
STATEMENT OF OPERATIONS                                                         
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993 AND                              
FROM MAY 16, 1989 (Inception) TO DECEMBER 31, 1994                              

                                                                · Download Table

                                                              May 16, 1989   
                                                             (Inception) to  
                                   1994           1993      December 31, 1994
                                 ---------      ---------   -----------------
                                                                             
REVENUES                         $      -       $      -       $        -    

OPERATING, GENERAL AND                                                       
  ADMINISTRATIVE EXPENSES           6,734          4,172         1,398,040   

(LOSS) FROM  OPERATIONS            (6,734)        (4,172)       (1,398,040)  

OTHER INCOME                            -              -            11,588   

NET (LOSS)                        $(6,734)       $(4,172)      $(1,386,452)  

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SEAHAWK DEEP OCEAN TECHNOLOGY,INC.                                              
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 4 - INVESTMENT IN AFFILIATES (Continued)                                   

EAGLE PARTNERS, LTD.                                                            
(A DEVELOPMENT STAGE ENTERPRISE)                                                
BALANCE SHEET                                                                   
DECEMBER 31, 1994                                                               

                                                                · Download Table
ASSETS (in dollars)                                                           

                                                                              

CURRENT ASSETS                                                             -  

LIABILITIES AND PARTNERS' DEFICIT                                             

  CURRENT LIABILITIES                                               1,021,064 

  PARTNERS' DEFICIT                                                           

    Capital contributions                                             150,100 
    Deficit accumulated during the development stage               (1,171,164)

TOTAL PARTNERS' DEFICIT                                            (1,021,064)

          TOTAL LIABILITIES AND PARTNERS' DEFICIT                           - 

EAGLE PARTNERS, LTD.                                                            
(A DEVELOPMENT STAGE ENTERPRISE)                                                
STATEMENTS OF OPERATIONS                                                        

                                                                · Download Table

                              Year Ended       Year Ended    November 12, 1991
                             December 31,     December 31,    (Inception) to  
                                1994             1993        December 31, 1994
                             -----------      -----------    -----------------
                                                                              
REVENUES                      $      -        $        -     $          -     

OPERATING, GENERAL AND                                                        
 ADMINISTRATIVE EXPENSES        12,826           367,048        1,170,815     

(LOSS) FROM OPERATIONS         (12,826)         (367,048)      (1,170,815)    

OTHER INCOME (Expense)                -                -             (349)    

NET (LOSS)                    $(12,826)        $ 367,048      $(1,171,164)    

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SEAHAWK DEEP OCEAN TECHNOLOGY,INC.                                              
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 5 - DEPOSITS                                                               

                                                                · Download Table
Deposits at December 31, 1994 consist of the following:          

                                                                 
      Deposit on office space                             $ 5,300

      Utility deposits                                      4,870

                                                          $10,170

NOTE 6 - CAPITAL LEASE OBLIGATION                                               

As further discussed in Note 16 the capital lease obligation was settled for    
$1,500,000.  $500,000 was due April, 1994 and $1,000,000 due on a non-interest  
bearing note payable April, 1995 secured by a first preferred ship mortgage on  
the Seahawk Retriever, her engines, tackle, equipment and apparel.  At          
December 31, 1994, the Company reflected the note payable at the discounted     
present value of $970,590 using a 12% interest rate.  In March, 1995 the        
agreement was amended and the date of the payment of the $1,000,000 extended    
to June 1, 1995 and management is discussing with the noteholder the terms      
under which the due date on the note can be extended further.                   

NOTE 7 - DUE TO RELATED PARTIES                                                 

                                                                · Download Table
Amounts due to related parties at December 31, 1994 comprises:             

                                                                           
Note due on demand, secured by subsea equipment                            
 bearing an interest rate of 10% per annum                         $ 50,000
Note due March 16, 1996, secured by an artifact                            
 stated in the Company's inventory at $75,000                              
 bearing an interst rate of 18% per annum                            25,000
Account payable for rental of the vessel R/V Seahawk                183,840
Accrued expenses including officer and director remuneration        177,416
Unsecured note due on March 31, 1994 bearing an interest                   
 rate of 12% per annum.  In April, 1995 this note was                      
 extended on the same terms for two years                            45,600
10% unsecured demand notes payable                                   22,600

                                                                   $504,456

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SEAHAWK DEEP OCEAN TECHNOLOGY,INC.                                              
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 8 - NOTES PAYABLE - OTHERS                                                 

                                                                · Download Table
Notes payable - others at December 31, 1994 comprises:                   

                                                                         
Notes payable during the first quarter of 1995 at an                     
interest rate of 18% per annum and secured by artifacts                  
owned by the Company, and stated in the artifact                         
inventory at $108,375. In April, 1995 these notes were                   
extended on the same terms for one year.                         $ 75,000

Note payable due in December 1994 at an interest rate                    
of 10% per annum and secured by silver coins owned by                    
Seahawk I, Ltd., stated in that Company's artifact                       
inventory at $22,284. In May, 1995 this note was                         
extended on the same terms for one year.                           17,000

Note payable due in June 1995 at an interest rate of 10%                 
per annum and secured by gold owned by Seahawk I, Ltd.,                  
stated in that Company's artifact inventory at $122,820.          100,000

Note payable due in October 1995 at an interest rate of                  
10% secured by gold owned by Seahawk I Ltd., stated in                   
that Company's artifact inventory at $128,393.                     95,000

Other unsecured notes payable                                       7,500

                                                                 $294,500

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 9 - COMMON STOCK                                                           

On June 12, 1992, the Company effected a one for fifty reverse split on the     
shares of the Company's common stock outstanding.  The per share amounts and    
number of shares in the financial statements have been retroactively adjusted   
for the effect of this reverse stock split.  Concurrently, the Company's        
stockholders approved an amendment to the Articles of Incorporation             
decreasing the authorized common stock to 30,000,000 shares of no par value     
common stock.                                                                   

NOTE 10 - COMMON STOCK OPTIONS AND WARRANTS                                     

On April 18, 1990, the Company's Board of Directors approved a Stock Option     
Plan (the "Plan").  Under the Plan, stock options, which qualify as "incentive  
stock options" under Section 422A of the Internal Revenue Code of 1954, as      
amended   (the "Code"), can be issued to employees of the Company.              
Additionally, options can also be issued to the directors who render valuable   
contributions to the Company.  Pursuant to the Plan, options to purchase up to  
400,000 shares of the Company's common stock may be granted to employees and/   
or Directors of the Company.  The Plan is administered by the Board of          
Directors, which is empowered to determine the terms and conditions of each     
option, subject to the limitation that the exercise price cannot be less than   
the market value of the Common Stock on the date of the grant (110% of the      
market value in the case of option granted to an employee who owns 10% or more  
of the Company's outstanding Common Stock) and no options can have a term in    
excess of 10 years (5 years in the case of options granted to employees who     
own 10% or more of the Company's Common Stock).  The Plan was approved by the   
shareholders of the Company at the stockholders' meeting held on December 14,   
1990.                                                                           

Option activity is summarized as follows:                                       

                                                                · Download Table

                                            Number of Shares  Price per Share
                                            ----------------  ---------------
                                                                             
Balance December 31, 1992                          187,500     $1.50 - 10.00 
Granted                                            235,000     $0.20         
Terminated                                        ( 62,000)    $2.35 - 7.00  
Exercised                                         ( 16,500)    $0.20         
Balance December 31, 1993                          344,000     $0.20 - 10.00 
Granted                                             39,500     $0.30         
Terminated                                        ( 89,500)    $0.20 - 7.00  
Balance December 31, 1994                          294,000     $0.20 - 10.00 

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 10 - COMMON STOCK OPTIONS AND WARRANTS (Continued)                         

The following options to purchase the Company's common shares were outstanding  
on December 31, 1994:                                                           

                                                                · Download Table

                                   Number          Exercise         Expiration
Date                              of Shares          Price             Date   
                                 -----------      -----------      -----------
                                                                              
5/15/92                             13,000             2.35          5/15/95  
6/6/92                              40,000            10.00          6/ 6/95  
8/6/92                              15,000             1.50          8/ 6/95  
1/13/93                             25,000             0.20                   
7/15/95*                                                                      
1/18/93                            136,500             0.20                   
7/18/95*                                                                      
9/16/93                             25,000             0.83          9/16/98  
11/22/94                            39,500             0.30         12/14/96  
                                   294,000                                    
------------                                                                  
*  The expiration date of the $0.20 option was extended to one year during    
1994.                                                                         

During January, 1990 the Board of Directors of the Company voted to decline     
the purchase of the RV Seahawk, owned by Seahawk, Inc. (a related party).  In   
accordance with a prior agreement (see Note 13) Seahawk, Inc. was granted       
options to buy 2,000,000 shares of the Company's common stock at $0.15.         
Seahawk, Inc. has assigned these options to others.                             

                                                                · Download Table
Activity in these Warrants can be summarized as follows:                      

                                                                 No. of Shares
                                                                              
      Balance, December 31, 1992                                     742,955  
      Exercised                                                               
      Balance, December 31, 1993                                     742,955  
      Exercised                                                      570,451  
      Balance, December 31, 1994                                     171,904  


The expiration date of 105,269 of these warrants was extended to May 15, 1995   
in return for exercising certain of the warrants on February 28, 1994 for       
conversion of debt to equity.                                                   

On June 2, 1993, the Company's Board of Directors approved a total of           
1,000,000 incentive stock options to be issued to three senior members of the   
managment team as part of their contract of employment.  On May 11, 1994 the    
exercise price of the stock options were reduced.  These options are described  
as follows:                                                                     

                                                                · Download Table

                                     Original        New                      
                                     Exercise        Exercise       Expiration
Date           Number of Shares      Price           Price          Date      
                                                                              
6/2/93              300,000            $0.70           $0.40          6/2/98  
6/2/93              300,000            $1.20           $0.60          6/2/98  
6/2/93              200,000            $3.00           $1.50          6/2/98  
6/2/93              200,000            $5.00           $2.50          6/2/98  
                  1,000,000                                                   

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SEAHAWK DEEP OCEAN TECHNOLOGY,INC.                                              
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 10 - COMMON STOCK OPTIONS AND WARRANTS (Continued)                         

                                                                · Download Table
Warrant activity is summarized as follows:                                 

                                                   Number         Price    
                                                 of Shares      per Share  
                                                                           
Balance December 31, 1992                        1,246,382     $0.15 - 5.00
Granted                                            978,804     $0.50 - 1.00
Exercised                                       (  500,000)    $0.1375-0.50
Expired                                         (  100,000)    $0.60 - 5.00
Balance December 31, 1993                        1,625,186     $0.15 - 2.00
Granted                                          5,565,750     $0.25 - 1.00
Exercised                                       (  250,000)          -     
Expired                                         (  535,241)    $0.15 - 2.00
Balance December 31, 1994                        6,405,695     $0.25 - 2.00
                                                                · Download Table
The following warrants to purchase the Company's common shares were        
outstanding on December 31, 1994:                                          

Date                           No. of Shares   Exercise Price   Expiration 
Date                                                                       
                                                                           
01/21/92                           23,000           Note A           Note A
01/21/92                           25,754            $2.00           Note B
01/21/92                           32,191             5.00           Note A
01/21/92                          119,000           Note C           Note A
01/24/92                          100,000           Note D              -  
12/01/92                           40,000             0.25           Note F
06/24/93                          250,000             0.25         12/31/96
10/13/93                          250,000             0.25         10/13/99
01/01/94                           32,000             0.38         12/31/95
02/18/94                           50,000             0.30         02/28/96
03/01/94                           25,000             0.30         03/01/96
03/16/94                           25,000             0.30         03/16/96
04/01/94                          400,000             0.25         12/31/99
05/19/94                          500,000             0.50         04/14/97
05/19/94                          500,000             0.50         04/14/97
06/01/94                          100,000             1.00         06/30/97
10/19/94                          100,000             0.50         10/19/96
05/11/94                           15,000             0.40           Note E
05/11/94                           15,000             0.40           Note E
07/31/94                          606,250             0.32         07/31/96
07/31/94                          772,500             0.32         07/31/96
07/31/94                          312,500             0.32         07/31/96
07/31/94                           12,500             0.32         07/31/96
07/31/94                          300,000             0.32         07/31/96
11/10/94                        1,800,000             0.32         11/10/96

                                6,405,695                                  

Note A - 3 months after effective date of Registration Statement                
Note B - 18 months after effective date of Registration Statement               
Note C - 110% of lowest closing bid 180 days prior to exercise                  
Note D - $2.50 or divide 100,000 by lowest bid during 180 day prior             
Note E - 180 days after resignation                                             
Note F - 180 days after a related note payable is paid in full                  

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SEAHAWK DEEP OCEAN TECHNOLOGY,INC.                                              
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 11 - RELATED PARTY TRANSACTIONS                                            

The Company receives some of its revenues from the rental of a vessel and deep  
ocean search and survey equipment sale of services leased to Seahawk I, Ltd.,   
Seahawk II, Ltd. and Eagle Partners, Ltd.  For the years ended December 31,     
1994 and 1993, the Company recorded revenues of $50,285 and $430,545            
respectively, from these partnerships.  At December 31, 1994 accounts           
receivable-affiliates includes $1,777,877 from this rental activity.  See Note  
4 for discussion of losses in excess of investments in affiliates and its       
relationship to accounts receivable-affiliates.                                 

The Company leases a research vessel from a related entity.  See Note 13 for    
further discussion.  During the years ended December 31, 1994 and 1993, the     
Company paid the related entity lease payments of $72,000 and $54,000           
respectively.                                                                   

During October 1991, the Company issued $370,000 of Debentures to 15 investors  
for a total of $370,000 in cash.  During April 1993, the Company offered these  
investors the opportunity to convert their debentures and any accrued interest  
into shares of the Company's Common Stock at a price of $.50 per share.  Ten    
of the investors accepted the offer to convert their debentures at that time,   
including Anthony F. Budge, a principal shareholder who converted his $200,000  
of debentures plus accrued interest into a total of 487,851 shares of Common    
Stock.                                                                          

During June 1992, Valley Resources, Ltd., a company owned by Mr. Budge, loaned  
$50,000 to the Company pursuant to a twelve month unsecured promissory note     
bearing interest at 10% per annum.  As consideration for making the loan, the   
Company issued to Valley Resources, Ltd. warrants to purchase 25,000 shares at  
$2.00 per share and warrants to purchase 25,000 shares at $5.00 per share.      
During June 1993, the principal amount of this loan plus $7,740 of accrued      
interest was converted into 115,481 shares of Common Stock at a price of $.50   
per share.                                                                      

On January 24, 1992, Carl Anderson, a principal stockholder, entered into a     
Private Placement Agreement with the Company pursuant to which he invested      
$200,000 in the Company and purchased 200,000 shares of Common Stock and        
200,000 Class C Warrant Units which entitled Mr. Anderson to purchase a total   
of 400,000 shares of Common Stock.  One of these terms of the transaction was   
that the shares underlying the Class C Warrants would be registered.  Each      
Class C Warrant originally entitled the holder to purchase one share of Common  
Stock at one hundred and ten percent (110%) of the lowest closing bid price of  
the Company's Common Stock during the one hundred and eighty (180) calendar     
days prior to the exercise date with a maximum of $3.00 per share and one       
share of Common Stock at a price equal to 90% of the average closing bid price  
during the preceding 10 trading days.  During May 1993, the Company was         
attempting to convert as much debt into equity as possible and the Company      
allowed Mr. Anderson to exercise the one-half of his                            

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SEAHAWK DEEP OCEAN TECHNOLOGY,INC.                                              
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 11 - RELATED PARTY TRANSACTIONS (continued)                                

Class C Warrants which were exercisable at the price of $.1375 (which was       
equal to 110% of the lowest closing bid price during the 180 days prior to      
May 7, 1993) without exercising the other one-half of his C Warrants.  The      
Company also agreed to modify the exercise price of the remaining Warrants to   
110% of the lowest closing bid price during the 180 days prior to the exercise  
date with a maximum of $2.00 per share.                                         

On January 14, 1993, Carl Anderson loaned $60,000 to the Company pursuant to a  
promissory note due December 31, 1993 and bearing interest at 10%.  This loan   
was personally guaranteed by John Morris, former president, and secured by      
certain artifacts.  As additional consideration for the loan, the Company       
issued to Mr. Anderson 400,000 Warrants exercisable at a price equal to 110%    
of the lowest closing bid price of the Company's Common Stock during the 180    
calendar days prior to the exercise date.  In February, 1994 this note was      
converted to stock.                                                             

During April 1993 Anthony F. Budge, a principal shareholder, purchased 200,000  
shares of the Company's Common Stock in a private placement at a price of $.50  
per share by paying $100,000 in cash to the Company.  On April 29., 1993,       
Valley Resources, Ltd. a company owned by Mr. Budge, converted a $50,000 loan   
plus accrued interest of $7,740.24 into 115,481 shares of Common Stock at the   
price of $.50 per share.  In addition, Mr. Budge converted $201,000 of          
debentures plus accrued interest of $44,925.59 into 489,851 shares at a price   
of $.50 per share.                                                              

On April 29, 1993, Carl Anderson a principal shareholder, purchased 200,000     
shares of the Company's Common Stock in a private placement at a price of $.50  
per share by paying $100,000 in cash to the Company.  On the same date, Mr.     
Anderson also exercised stock options he held at an exercise price of $.1375    
per share by converting existing loans in the principal amount of $75,000 plus  
accrued interest of $41,875 for which he received a total of 850,000 shares.    
He was also issued 727,273 shares on April 29, 1993 pursuant to the exercise    
of an option for which he paid $100,000.                                        

On May 7, 1993, Carl Anderson exercised an option he purchased on January 24,   
1992, and acquired 727,273 shares of Common Stock.  In addition, on the same    
date he converted a total of $75,000 in principal loans and $41,875 in          
interest by exercising 850,000 of his warrants to purchase 850,000 shares of    
Common Stock.                                                                   

During June, 1993, the Company issued 650,000 shares of its Common Stock to     
six accredited investors in a private placement conducted by the Company at a   
price of $.50 per share.  Included among the investors were Carl Anderson and   
Anthony F. Budge.  Mr. Anderson purchased 200,000 shares and Mr. Budge          
purchased 50,000 shares.                                                        

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SEAHAWK DEEP OCEAN TECHNOLOGY,INC.                                              
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 11 - RELATED PARTY TRANSACTIONS (continued)                                

During September, 1993, the Company issued 112,032 shares of Common Stock to    
John C. Morris, former president and director and principal shareholder of the  
Company, as payment for a $50,000 promissory note plus $6,016 of accrued        
interest.                                                                       

During February 1994, the Company issued 2,438,851 shares of its Common Stock   
to the following affiliated persons who agreed to convert existing loans and    
accrued interest into Common Stock:                                             

                                                                · Download Table

                                                         Amount  
                                         Number          of Debt 
Name                                    of Shares       Converted
                                                                 
Carl Anderson                           1,868,400       $467,100 
Megeve Investments                        232,591       $ 34,889 
John C. Morris                            337,860       $ 50,679 

Carl Anderson and John Morris and Megeve Investments acquired its shares as an  
assignee from Gregory Stemm, a principal shareholder. All of the debt was       
converted at $.25 per share except for the 232,591 shares issued to Megeve      
Investments and 212,533 of the shares issued to John Morris, which were issued  
pursuant to the exercise of existing warrants at an exercise price of $.15      
per share.                                                                      

During February 1994, the Company also issued 100,000 shares of Common Stock    
to Carl Anderson, for the purchase of a 36-foot motor vessel valued at          
$30,000.                                                                        

During February 1994, Carl Anderson, was issued 1,868,400 shares of Common      
Stock at a price of $.25 per share in consideration for his conversion of       
loans and debentures having a total principal amount of $406,498 plus accrued   
interest of $60,601.90.                                                         

On March 1, 1994, John Morris exercised stock options he held at an exercise    
price of $.15 per share by converting existing loans plus interest equal to     
$50,679 for which he received 337,860 shares.                                   

On March 1, 1994, Gregory Stemm exercised stock options he held at an exercise  
price of $.15 per share by converting an existing loan plus interest equal to   
$34,888.65 for which he received 232,591 shares.                                

The Company executed Separation Agreements on April 14, 1994, and provide       
essentially that Messrs. Morris and Stemm will not compete with the Company     
for a period of three years, and in consideration therefor the Company issued   
to each of them warrants to purchase 500,000 shares of the Company's Common     
Stock at $.50 per share for the same three year period.                         

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SEAHAWK DEEP OCEAN TECHNOLOGY,INC.                                              
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 11 - RELATED PARTY TRANSACTIONS (continued)                                

On June 1, 1994, the Company signed an Agreement for Consulting Services with   
Remarc International, Inc. ("Remarc") a Colorado corporation owned by John      
Morris and Gregory Stemm.  The Agreement provides that Remarc will, at it own   
expense, seek to obtain for the Company a permit from the appropriate           
government to search for and salvage the particular shipwreck involved in a     
South American Project.  If such a permit is obtained for the Company by        
Remarc, then the Company has agreed to grant Remarc between 6% and 9 1/2% of    
the gross proceeds of any successful recovery from the project.  The actual     
percentage granted to Remarc will depend on the size of portion of the          
recovery that will be taken by the South American government in return for      
the permit.                                                                     

During June, 1994, The Company issued 240,000 shares of its Common Stock to     
six accredited investors.  These six investors originally invested in a         
private offering during May and June 1993, and according to the terms of        
the 1993 private placement, if the Company did not register the original        
shares within one year of the private offering, the Company was required to     
issue additional shares in an amount equal to 30% of the shares originally      
purchased.  Including among these investors were Mr. Anderson and Anthony F.    
Budge, who were each issued 60,000 shares.                                      

During June, 1994, the Company also issued 103,092 shares of Common Stock to    
the two officers of the Company as payment for accrued and unpaid               
remuneration for the year ended December 31, 1993.                              

During June and July, 1994, the Company issued 983,125 shares of its Common     
Stock to five accredited investors in a private placement conducted by the      
Company at a price of $.32 per share.  The investors also acquired two common   
stock purchase warrants exercisable at $.32 per share for each share of Common  
Stock they purchased.  Included among the investors were Anthony F. Budge and   
Carl Anderson.  Mr. Budge purchased 156,250 shares and Mr. Anderson purchased   
303,125 shares.                                                                 

According to the terms of the above private placement, if the Company did not   
register the original shares by December 31, 1994, the Company was required to  
issued additional shares in an amount equal to 30% of the shares originally     
purchased.  A total of 326,813 additional shares were issued during January     
1995, with Mr. Budge receiving an additional 46,875 shares and Mr. Anderson     
receiving an additional 90,938 shares.                                          

During November, 1994, the Company issued 800,000 shares of its Common Stock    
and warrants to buy 1,600,000 shares of Common Stock at an exercise price of    
$.32 per share to Carl Anderson in exchange for 66,667 shares of common stock   
of Valley Forge Scientific Corporation.  According to the terms of the          
exchange agreement, since the Company did not register the original shares by   
March 10, 1995 the Company is required to issue Mr. Anderson an additional      
240,000 shares of its Common Stock.                                             

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SEAHAWK DEEP OCEAN TECHNOLOGY,INC.                                              
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 11 - RELATED PARTY TRANSACTIONS (continued)                                

During 1993 the Seahawk I, Ltd. issued a note payable to an unrelated party     
in the sum of $250,000 with interest payable quarterly in arrears.  The         
principal sum plus any accrued interest was to be payable on December 31,       
1995.  The loan was secured with 3,500 natural pearls from the Partnership's    
artifact collections and was guaranteed by the Company.   The note fell into    
default as a result of non-payment of interest and on December 1, 1994 an       
agreement was reached between the note holder and the Company whereby the       
principal was satisfied by the issue of 800,000 shares of common stock and      
200,000 shares of Series 1 preferred 55 stock in the Company.  The Company      
also agreed to pay the outstanding interest in cash.  In return for this        
settlement of their debt to the unrelated party the Partnership issued to the   
Company a note for $300,000 payable on November 30, 1995 together with accrued  
interest at the rate of 10% per annum.  The note is secured by 4,000 pearls     
owned by the Partnership valued in that company's artifact inventory at         
$36,000.                                                                        

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SEAHAWK DEEP OCEAN TECHNOLOGY,INC.                                              
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 12 - INCOME TAXES                                                          

Effective January 1, 1993, the Company changed its method of accounting for     
income taxes from the deferred method to the liability method required by FASB  
Statement No. 109, "Accounting for Income Taxes".  There is no effect on prior  
operations as a result of the change.  This new statement changes the criteria  
for the recognition and measurement of deferred tax assets or liabilities,      
including net operating loss carry forwards.                                    

As of December 31, 1994, the Company had a net operating loss carry forward of  
approximately $10,950,000 which are available to offset future taxable income.  
The carry forward will begin to expire in the year 2004.  The Company has not   
recorded a deferred tax asset since the use of the carry forward is             
indeterminable at this time.                                                    

NOTE 13 - COMMITMENTS AND CONTINGENCIES                                         

Research Vessel Charter                                                         

The Company entered into a ship's charter, on a verbal month-to-month basis,    
of a research vessel from a related entity, Seahawk, Inc., a corporation which  
is principally owned by three of the Company's major shareholders, at a rate    
of $6,000 per month.  As part of the original lease agreement that was          
terminated on October 31, 1991, the Company agreed to dry dock and paint the    
vessel on or before June 30, 1993.  The work was carried out at a cost of       
$39,091 in April and May 1993.                                                  

Office and Warehouse Lease                                                      

In December 1990, the Company entered into a lease agreement for 17,500 square  
feet of office and warehouse space.  The lease, commencing January 15, 1991,    
was for a term of three years with an option to renew for two additional        
one-year renewal periods.   Rent during the initial term was $120,000 per year  
payable as follows:  First year, $5,000 per month plus $60,000 of the           
Company's common stock; Second year, $6,667 per month plus $40,000 of the       
Company's common stock.  The exact number of shares issued was determined by    
dividing the $60,000 and $40,000 by the average of the bid and the asking       
price on the last trading day prior to the commencement day.                    

In April 1993, the Company renegotiated the lease effective January 1, 1993     
and ending December 31, 1993 and then renewed the lease until March 31, 1995    
after which the lease operates on a month to month basis.  The lease provides   
for 7,000 square feet of office and warehouse space at a monthly rate of        
$5,500 and a further 5,000 square feet of office and warehouse space at         
monthly rate of $1,000 with no additional common stock.                         

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SEAHAWK DEEP OCEAN TECHNOLOGY,INC.                                              
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 13 - COMMITMENTS AND CONTINGENCIES (continued)                             

Guarantor of Affiliate's Loan                                                   

The Company guaranteed a $250,000 10% note payable of its affiliate, Seahawk    
I, Ltd.. The loan was due December 31, 1995 and was secured with 3,500 natural  
pearls from the affiliate's artifact collection.  The loan was in default due   
to non payment of interest and so the Company, as guarantors, accepted a        
secured note from Seahawk I, Ltd. for $300,000 and at the same time satisfied   
the principal of the loan by issuance of 800,000 shares of common stock and     
200,000 shares of Series 1 preferred stock.                                     

Legal Aspects of International Salvage                                          

The question of legal ramifications with regard to the recovery of shipwrecks   
raises a number of issues.  Salvors, historical interests and individuals       
claiming ownership based on the payment of insurance claims all have potential  
claims on goods brought up from the sea floor.                                  

An entity responsible for the salvage of a sunken vessel and its cargo may      
expect to defend its claim to title against the original owners or their        
successors-in-interest, against rival salvors, and against governments          
asserting a historic interest in the shipwreck or cargo.                        

Potential claimants might include the insurers of the shipwreck as in the SS    
Central America case(Civil Action 87-363-N).  Unless the insurers expressly     
disclaimed title after payment of a claim, and depending on the length of time  
the ship has remained sunken, the insurers might have a valid claim of title    
to recovered objects.                                                           

Lawsuit Relating to Notes Converted into Stock                                  

During February, 1994 the Company agreed with Carl Anderson to convert two      
notes ("the Notes"), one for $44,448 and the other for $80,936 which, together  
with accrued interest thereon, totaled $141,804 into 567,212 shares of Common   
Stock in the Company.  The Notes were in the name of Gregory P. Stemm, a        
former officer and director of the Company, who had sold them to Anderson.      
On April 27, 1995, Stemm filed a lawsuit against the Company alleging that (a)  
the Company must pay him the principal and interest due on the Notes plus       
attorneys' fees and such other relief as the Court sees just and proper, and    
(b) Stemm is entitled to immediate possession of the Notes, and (c) the         
Company and Anderson conspired to deprive Stemm of his right to the Notes and   
as a result Stemm is entitled to damages due to this action on the basis that   
it the loss of value of the Notes plus interest, costs and attorneys' fees.     

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SEAHAWK DEEP OCEAN TECHNOLOGY,INC.                                              
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 13 - COMMITMENTS AND CONTINGENCIES (continued)                             

The Company intends to defend this action on the basis that it was verbally     
informed by both Anderson and Stemm that the Notes had been transferred to      
Anderson and that the Company relied on their representations and converted     
the Notes in good faith.  The Company is confident it will prevail and this     
action is not expected to have a material adverse effect on the consolidated    
financial statements.                                                           

Bonus Shares Issuable to Participants in Private Placements                     

In June, 1994 and November, 1994 the Company issued 1,001,875 and 800,000       
shares of common stock respectively in two private placements.  Under the       
terms of these private placements, if the stock issued was not registered by    
December 31, 1994, and March 10, 1995, a bonus of 30% of the original issue     
became due.  The shares were not registered within the time limit,              
consequently 300,562 shares of common stock were issued in January, 1995 and    
240,000 were issued in May, 1995.                                               

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SEAHAWK DEEP OCEAN TECHNOLOGY,INC.                                              
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 14 - SEC INVESTIGATION                                                     

SEC CIVIL ACTION.  During August 1994, the SEC filed a civil action against     
the Company and John Morris, Gregory Stemm and Daniel Bagley, three former      
officers and directors of the Company, seeking injunctive relief against the    
Company and injunctive and monetary relief against the former officers and      
directors.  The SEC did not seek any financial penalties or other monetary      
relief against the Company.                                                     

The Complaint filed by the SEC alleged that the Company violated Section 17(a)  
of the Securities Act of 1933 and Sections 10(b), 13(a) and 13(b) of the        
Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-a, 13a-13 and      
13b2-1 promulgated thereunder.  The SEC alleged between April, 1989 and July,   
1991 the Company and Messrs. Morris,Stemm and Bagley disseminated to the        
public, in the form of television broadcasts, videotapes and press releases,    
false and  misleading material information and failed to disclose certain       
material information concerning the Dry Tortugas shipwreck discovered and       
excavated by the Company.  The SEC alleged that the Company materially          
overstated the value of the artifacts on its balance sheet and in other         
financial information provided in the registration statement of the Company     
and two amendments thereto filed in 1992 with the SEC and in certain periodic   
reports of the Company filed in 1992 and with the SEC.                          

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 14 - SEC INVESTIGATION (continued)                                         

The Company and the staff of the SEC negotiated a settlement of the matter      
whereby the Company agreed to consent to the entry of a final judgement of      
permanent injunction, without admitting or denying any of the allegations in    
the complaint enjoining the Company from violations of certain provisions of    
the federal securities law referenced in the preceding paragraph.  In           
addition, the Company agreed that it will not employ John Morris or Gregory     
Stemm as officers and directors of the Company or any subsidiaries of the       
Company, use corporate funds to pay for or reimburse any costs incurred by      
Morris or Stemm for the defense of any civil or administrative action           
instituted against them by the SEC, or redeem or purchase any stock they own    
until after the termination of any such action.  Finally, the Company agreed    
to withdraw its pending appeal to the SEC of the Initial Decision issued in     
the stop order proceeding.                                                      

SEC STOP ORDER PROCEEDING.  On July 30, 1992, the SEC issued an order           
directing the staff of the Division of Enforcement (the "Division") to conduct  
an examination pursuant to Section 8(e) of the Securities Act of 1933 (the      
"Act") to determine whether a stop order should be issued relating to a         
registration statement which the Company had filed during March, 1992 and       
which had become effective by the passage of time on August 1, 1992.  Under     
Section 8(d) of the Act, a stop order proceeding was instituted against the     
Company by order of the SEC dated January 12, 1993. A hearing was held before   
an SEC Administrative Law Judge during late January and early February, 1993.   

On May 26, 1993, the Administrative Law Judge issued his Initial Decision.      
The Judge concluded that the registration statement filed by the Company was    
materially false and misleading and that the Company failed to cooperate with   
the examination conducted by the Division's staff.  A stop order was issued     
suspending the effectiveness of the Company's registration statement.           

The primary focus of the proceeding was the value of the shipwreck artifacts    
owned by the Company and an affiliated partnership, Seahawk I, Ltd.  The Judge  
found that the Company had overstated the value of the artifacts on its         
balance sheet and in other financial information provided in its registration   
statement.  The Judge concluded that the total net realizable value of all the  
artifacts owned by the Company and Seahawk I was $1,356,361 of which amount     
$285,413 was attributed to the Company artifacts and $1,070,948 was attributed  
to the Seahawk I artifacts.  As a result of this decision, and in order to      
present the financial statements in accordance with generally accepted          
accounting principles, the Company and the Partnership restated their December  
31, 1990 and 1991 financial statements.                                         

The findings of the Administrative law Judge could possibly be used by private  
litigants in civil suits against the Company to prove that the Company          
misstated material facts in certain periodic reports it filed with the SEC.     

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 15 - GOING CONCERN                                                         

As shown in the accompanying financial statements, the Company incurred a net   
loss of $1,451,232 for 1994 and has incurred substantial net losses for each    
of the past several years resulting in an accumulated deficit of $11,032,995.   
At December 31, 1994, the Company has negative working capital as indicated by  
current liabilities exceeding current assets by $2,114,888.  These factors      
raise substantial doubt about the Company's ability to continue as a going      
concern.  In addition to shipwreck projects for which Management is currently   
seeking permits and raising funds, Management has contracted to obtain rental   
income from the Retriever and plans to obtain rental income from other idle     
marine assets and enter the museum attraction business by virtue of the         
agreement with Buckeye Communications.  Management feels that these factors     
will contribute toward achieving profitability.                                 

The financial statements do not include any adjustments that might be           
necessary if the Company is unable to continue as a going concern.              

NOTE 16 - SETTLEMENT OF A LAWSUIT RELATED TO CAPITAL LEASE OBLIGATION AND       
SALE OF REMOTELY OPERATED VEHICLE                                               

In 1990, the Company acquired a Remotely Operated Vehicle (ROV) under the       
provisions of a long-term lease.  For financial reporting purposes, the ROV     
had been capitalized in accordance with the Statement of Financial Accounting   
Standards No. 13.                                                               

In June, 1992, Commercial Union Capital Limited ("Commercial Union"), the       
company from which the Company leases its large ROV "Merlin", filed a lawsuit   
against R.V. Seahawk, Inc.  In Personam, Seahawk Deep Ocean Technology, Inc.    
In Personam and the "Seahawk Retriever" In Rem.                                 

In its complaint Commercial Union alleged that the Company had committed a      
breach or default under its Lease Purchase Contract with Commercial Union       
since the Company failed to make its payment due July 2, 1991 and had failed    
to make all payments due thereafter.  Commercial Union further alleged that it  
as elected to treat the breach by the Company as a termination of the Lease     
Purchase Contract, entitling Commercial Union to recover the loss value as      
defined in the Lease Purchase Contract as of June 9, 1992 of $1,173,371.        
Commercial Union alleged that it is also entitled to receive the amount of the  
Company's arrears equal to $447,208 plus interest on the arrearage from June    
20, 1991 through June 9, 1992 plus (a) interest accruing at the rate of $386    
per day and (b) attorney fees and costs estimated at $156,113.                  

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 16 - SETTLEMENT OF A LAWSUIT RELATED TO CAPITAL LEASE OBLIGATION AND       
SALE OF REMOTELY OPERATED VEHICLE (continued)                                   

Commercial Union, in its complaint, was also seeking a maritime lien against    
the Seahawk Retriever, her engines, tackle, equipment and appurtenances and     
asking that the ship be sold and the proceeds be paid toward the amount of      
any judgment.                                                                   

On June 18, 1992, the Company responded by filing a Motion to Quash the Arrest  
Warrant and to dismiss the In Rem Complaint.  On December 23, 1992, a           
magistrate judge recommended the arrest be quashed and the vessel released.     
However on May 21, 1993 a district court judge concluded that the magistrate    
judge's recommendations should not be adopted.                                  

On February 9, 1994 and amended on April 1, 1994, the Company and Commercial    
Union entered into a joint stipulation agreement to delay sale of the Seahawk   
Retriever.  The settlement provided for the Company to pay Commercial Union     
$500,000 in cash and sign a $1,000,000 note payable one year from closing       
secured by a first preferred ship mortgage on the Seahawk Retriever, her        
engines, tackle, equipment and apparel.  The note is non-interest bearing       
through its due date.  The note was payable on April 15, 1995 but in March      
1995, because of the bankruptcy filing of the third party charterer of the      
Retriever (See Note 17) Commercial Union agreed to extend the expiration date   
of the note to June 1, 1995.  Management is discussing with Commercial Union    
the terms under which the expiration date can be extended further.              

The Company also agreed to grant Commercial Union warrants to purchase          
$400,000 shares of the Company's common stock at an exercise price of the       
lower of $.3125 and the lowest price per share at which the Company issues      
stock during the life of the warrants.  At December 31, 1994, the exercise      
price was $.25.                                                                 

To permit the Company to generate the $500,000 in cash needed to close this     
transaction, Commercial Union allowed the Company to sell the ROV "Merlin" to   
a third party.  On March 8, 1994, the Company and Commercial Union entered      
into an agreement with the third party to sell the ROV "Merlin" for $650,000    
cash.  All cash on the sale was received by April 11, 1994.                     

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 16 - SETTLEMENT OF A LAWSUIT RELATED TO CAPITAL LEASE OBLIGATION AND       
SALE OF REMOTELY OPERATED VEHICLE (continued)                                   

The capital lease obligation settlement and resulting sale of the ROV "Merlin"  
is summarized and reflected on the financial statements for the year ended      
December 31, 1993 as follows:                                                   

                                                                · Download Table

                                                           (in dollars)
                                                                       
Original capitalized lease purchase price                    1,850,000 
Costs of development                                           108,376 
                                                             1,958,376 

Less accumulated depreciation, December 31, 1993             ( 692,931)
Net book value, December 31, 1993                            1,265,445 
Less provision for write down of ROV to net realizable                 
 value for the year ended December 31, 1993                  ( 592,771)
ROV-net at December 31, 1993 included in other assets          672,674 

Capitalized lease obligation on books since lease default    1,357,574 
Provision for loss on capital lease obligation                         
 at December 31, 1992                                          100,000 
Accrued interest provided for during the default and                   
 litigation phase with Commercial Union                        265,280 
Total provided for at December 31, 1993                      1,722,854 
Less down payment                                            ( 500,000)
Less $1,000,000 non-interest bearing note given to                     
 Commercial Union in April 1994 discounted to net                      
 present value at 12%                                        ( 887,448)
Reduction of prior year's estimate of potential loss                   
 and/or interest accrued on capital lease obligation           335,406 

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 17 - VESSEL BAREBOAT CHARTER AND PURCHASE OPTION AGREEMENT                 

During August 1994, the Company entered into a Vessel Bareboat Charter and      
Purchase Agreement with International Diving and Consulting Services, Inc.      
("International Diving"), a Lafayette, Louisiana based underwater service       
company.  Pursuant to this agreement, International Diving agreed to charter    
the SEAHAWK RETRIEVER for the five year period commencing September 1, 1994,    
and to purchase the vessel at the end of the five year period for $1,350,000    
plus interest at a rate equal to 3% per annum over the Citibank New York prime  
rate less credits as explained in the next paragraph.                           

The agreement further provides that International Diving will market the        
vessel at a minimum day rate of $5,000, except that all lump sums or turnkey    
projects will have a $6,000 minimum daily rate.  International Diving further   
guarantees one hundred eighty (180) days utilization of the vessel at a rate    
of $5,000, or an annual total of $900,000.  The greater of the guaranteed       
revenues or the actual revenues, after deduction for certain operating costs,   
will be shared between the Company and International Diving as follows: (i)     
35% to the Company as charter hire for the vessel; (ii) 30% to International    
Diving for operating costs and profit; and (iii) 35% to the Company which will  
be applied toward the purchase price of the vessel.  Payments are due           
quarterly within 10 days after the end of each quarter.  In the event           
International Diving fails to purchase the vessel at the end of the five year   
term, the vessel is to be returned to the Company and the 35% payments which    
are credited toward the purchase price will be retained by the Company as       
liquidated damages.  International Diving's performance under this agreement    
has also been personally guaranteed by the two principals of International      
Diving.                                                                         

On November 23, 1994, International Diving filed a voluntary petition in the    
United states Bankruptcy Court under Chapter 11 of the Bankruptcy Code.  Due    
to this Chapter 11 filing, International Diving was not able to make the lease  
payment in the amount of approximately $100,000 which was due to the Company    
on December 10, 1994.                                                           

On March 7, 1995, the U.S. Bankruptcy Court Western District of Louisiana,      
Lafayette - Opelousas Division ordered International Diving to pay (a)          
$130,836 on or before March 17, 1995; (b) $56,935 on or before April 7, 1995;   
(c) $56,935 on or before May 7, 1995; and (d) all future payments under the     
Agreement as they come due.                                                     

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SEAHAWK DEEP OCEAN TECHNOLOGY, INC.                                             
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                      

NOTE 17 - VESSEL BAREBOAT CHARTER AND PURCHASE AGREEMENT (continued)            

It was further ordered by the same Court that if International Diving fails to  
timely perform its obligations under the Agreement, upon a motion by the        
Company, the Court shall grant an order ex parte, requiring International       
Diving to surrender the Retriever to the Company and that International         
Diving, in the event of their default, shall have no maritime lien or other     
claim against the Retriever or the Company whatsoever.  The payments due in     
(a) (b) and (c) above have been paid.                                           

NOTE 18 - ECONOMIC DEPENDENCE                                                   

For the year ended December 31, 1993, approximately $127,000 (70%) of revenues  
were attributable to a single major customer.                                   

NOTE 19 - QUARTERLY FINANCIAL DATA (UNAUDITED)                                  

                                                                · Download Table

                         First        Second         Third        Fourth    
1994                    Quarter       Quarter       Quarter       Quarter   
                       ----------   -----------    ----------    ---------- 
                                                                            
Revenues               $   23,855    $   16,873    $    6,472    $  135,027 
Net Income (loss)        (368,260)     (344,330)     (394,611)     (272,458)
Income (loss)                                                               
  per share                 (0.03)        (0.02)        (0.03)        (0.02)
Weighted average number                                                     
  of common shares and                                                      
  common shares                                                             
  equivalent                                                                
  outstanding          13,909,545    14,852,105    15,307,307    16,484,605 


1993                                                                        
                                                                            
Revenues               $   16,113    $  135,012    $  261,530    $   23,976 
Net Income (loss)        (343,275)     (487,988)     (433,851)     (611,749)
Income (loss)                                                               
  per share                 (0.04)        (0.05)        (0.03)        (0.05)
Weighted average number                                                     
  of common shares and                                                      
  common shares                                                             
  equivalent                                                                
  outstanding           8,864,164    10,274,434    10,869,824    10,765,840 

The increase in revenues during the Fourth Quarter of 1994 results from the     
charter of the RV Seahawk Retriever to an unrelated party (see Note 17).        

The net loss for the fourth Quarter of 1993 includes the $592,771 provision     
for write down of ROV and a $335,406 reduction of prior years estimate of       
potential loss as detailed in Note 16.  This resulted from the sale of the ROV  
in 1994.                                                                        

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Report of Independent Certified Public Accountants                              

To the Partners of                                                              
Seahawk I, Ltd.                                                                 
Tampa, Florida                                                                  

We have audited the accompanying balance sheet of Seahawk I, Ltd. (a Florida    
limited partnership) as of December 31, 1994 and the related statements of      
operations, partners' capital and cash flows for the years ended December 31,   
1994 and 1993.  These financial statements are the responsibility of the        
Partnership's management.  Our responsibility is to express an opinion on       
these financial statements based on our audit.                                  

We conducted our audits in accordance with generally accepted audited           
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether  the financial statements are free    
of material misstatement.  An audit also includes assessing the accounting      
principles used and significant estimates made by management, as well as        
evaluating the overall financial statement presentations.  We believe that our  
audit provides a reasonable basis for our opinion.                              

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of Seahawk I, Ltd. as of          
December 31, 1994 and the results of its operations, changes in partners'       
capital and its cash flows for the years ended December 31, 1994 and 1993 in    
conformity with generally accepted accounted principles.                        

The accompanying financial statements have been prepared assuming that the      
Partnership will continue as a going concern.  As shown in the financial        
statements, the partnership incurred a net loss of $83,904 for 1994, has        
incurred substantial net losses for each of the past five years and has a       
partners' deficit of $308,557.   In addition, the Partnership has negative      
cash flows from its operating activities.  These factors, in addition to other  
factors as discussed in Note 9, raise substantial doubt about its ability to    
continue as a going concern.  The financial statements do not include any       
adjustments relating to the recoverability and classification of recorded       
assets, or the amounts and classification of liabilities that might be          
necessary in the event the Partnership cannot continue in operation.            

/S/ Guinta, Ferlita & Walsh, P.A.                                               
Giunta, Ferlita & Walsh, P.A.                                                   
Tampa, Florida                                                                  
May 12, 1995                                                                    

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SEAHAWK I, LTD.                                                                 
BALANCE SHEET                                                                   
DECEMBER 31, 1994                                                               

                                                                · Download Table
      ASSETS                                                              

CURRENT ASSETS                                                (in dollars)
                                                                          
Cash                                                               4,096  
Accounts receivable                                                  421  
Inventory - other                                                  1,805  
Prepaid expense                                                    3,915  
    Total Current Assets                                          10,237  

OTHER ASSETS                                                              
Artifact inventory                                               785,027  

                                                                 795,264  

LIABILITIES AND PARTNERS' CAPITAL                                         
                                                                          

CURRENT LIABILITIES                                                       
Accounts payable - affiliates                                     751,514 
Accounts payable - other                                            2,087 
Accrued expenses                                                   17,334 
Notes payable - Limited Partners                                   32,886 
Note payable - General Partner                                    300,000 
    Total Current Liabilities                                   1,103,821 

PARTNERS' CAPITAL (DEFICIT)                                               
Capital contributions                                           2,511,040 
Accumulated deficit                                            (2,819,597)
                                                               (  308,557)

                                                                  795,264 

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SEAHAWK I, LTD.                                                                 
STATEMENTS OF OPERATION                                                         
FOR THE YEARS ENDED DECEMBER 31, 1994 and 1993                                  

                                                                · Download Table

                                                      1994            1993   
                                                                             
SALES                                                  7,978          23,791 

COST OF SALES                                          4,330           6,708 

GROSS PROFIT                                           3,648          17,083 

OPERATING EXPENSES                                    32,588          71,851 

GENERAL AND ADMINISTRATIVE EXPENSES                    5,525           9,625 

                                                      38,113          81,476 

(LOSS) FROM OPERATIONS                              ( 34,465)       ( 64,393)

OTHER INCOME (EXPENSE)                                                       
 Interest expense                                   ( 49,439)       (  8,279)

NET (LOSS)                                          ( 83,904)       ( 72,672)

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SEAHAWK I, LTD.                                                                 
STATEMENT OF PARTNERS' CAPITAL                                                  
FOR THE YEARS ENDED DECEMBER 31, 1994 and 1993                                  

                                                                · Download Table

                                    Number         Capital        Accumulated
                                    Units       Contributions       Deficit  
                                                                             

BALANCE, December 31, 1992            204         2,511,040       (2,663,021)

NET (LOSS)                              -                 -       (   72,672)

BALANCE, December 31, 1993            204         2,511,040       (2,735,693)

NET (LOSS)                              -                 -       (   83,904)

BALANCE, December 31, 1994            204         2,511,040       (2,819,597)

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SEAHAWK I, LTD.                                                                 
STATEMENTS OF CASH FLOWS                                                        
FOR THE YEARS ENDED DECEMBER 31, 1994 and 1993                                  

                                                                · Download Table

                                                      1994              1993  
CASH FLOWS FROM OPERATING ACTIVITIES                                          
                                                                              
  Net loss                                         $(  83,904)     $(  72,672)
  Adjustments to reconcile net loss to                                        
    net cash used by operating activities:                                    
      Decrease (increase) in accounts                                         
         receivable-affiliate                                           2,250 
        Decrease (increase) in accounts                                       
         receivable-other                           (     171)                
      (Decrease) increase in accounts                                         
         payable-affiliates                            25,855      (  146,653)
      (Decrease) increase in accrued expenses       (     815)     (   18,387)
      (Decrease) in accounts payable - other            2,000      (    6,366)
      (Increase) decrease in inventory                                        
       - artifacts and other                            4,148          20,044 

      Total adjustments                                31,017      (  149,112)

  Net cash (used)                                                             
    by operating activities                         (  52,887)     (  221,784)


CASH FLOWS FROM FINANCING ACTIVITIES                                          
                                                                              
  Increase (decrease) in loans from                                           
   General and Limited Partners                                    (   21,242)
  Loan proceeds                                        50,000         250,000 
      Net cash provided by                                                    
       financing activities                            50,000         228,758 

NET INCREASE (DECREASE) IN CASH AND                                           
  CASH EQUIVALENTS                                  (   2,887)          6,974 

CASH AND CASH EQUIVALENTS                                                     
 AT BEGINNING OF YEAR                                   6,983               9 

CASH AND CASH EQUIVALENTS                                                     
 AT END OF YEAR                                         4,096           6,983 

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SEAHAWK I, LTD.                                                                 
NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 1 - ORGANIZATION AND BUSINESS                                              

Seahawk I, Ltd. (The "Partnership") was formed May 23, 1988 as a Florida        
limited partnership.  The Partnership consists of several Limited Partners      
and a corporate General Partner, Seahawk Deep Ocean Technology, Inc. (the       
General Partner)(in 1991 and prior years the General Partner was R/V Seahawk,   
Inc. a 100%  owned subsidiary merged into Seahawk Deep Ocean Technology Inc.    
on March 2, 1992).  The purpose of the Partnership is to engage in expeditions  
to locate, identify, and retrieve samples from shipwrecks in waters off the     
coast of Florida.  Since the Partnership has located a colonial age sunken      
vessel, the purpose of the Partnership has been expanded to include the         
salvage and recovery of artifacts.                                              

The Partnership agreement extends through December 31, 1998, and may be         
terminated earlier at any time at the election of the General Partner with the  
consent of a Majority - In - Interest of the Limited Partners.                  

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

Basis of Accounting                                                             

As provided in the Partnership Agreement, the Partnership's accounts are        
maintained on the cash basis of accounting for tax purposes, however, for       
financial statement purposes they are adjusted to the accrual basis in order    
to conform with generally accepted accounting principles.                       

Inventory - Artifacts                                                           

Inventory consists of artifacts and precious metals recovered from a colonial   
age sunken vessel discovered off the coast of Florida.  Inventory is stated at  
the lower of cost or market.  Cost of individual artifacts is determined as     
the estimated net realizable value.                                             

Allocation of Net Income and Net Losses                                         

Initially, net losses of the Partnership were allocated 99% to the Class A      
Limited Partners and 1% to the General Partner until the Class A Limited        
Partners' capital accounts had been reduced to zero.  Net income was to be      
first allocated to the Limited Partners based on their proportionate ownership  
interests to the extent of net losses previously allocated to them.  Next; net  
income was to be allocated to the General Partner to the extent of net losses   
previously allocated to him.  All remaining net income was to be allocated 50%  
to the Limited Partners and 50% to the General Partner.                         

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SEAHAWK I, LTD.                                                                 
NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                 

Upon completion of the Class B limited partnership offering in 1990, the        
allocation of net losses and income was as follows:                             

Net losses of the Partnership allocated 30% to the Class A Limited              
Partners, 20% to the Class B Limited Partners and 50% to the General Partner.   

Net income was to be allocated to the Limited Partners, as it was before,       
based on their proportional ownership interests to the extent of net loss       
previously allocated to them and to the General Partner to the extent of net    
loss previously allocated to him.  All remaining net income will be allocated   
30% to Class A Limited Partners, 20% to Class B Limited Partners and 50% to     
the General Partner.                                                            

Upon completion of the Class C limited partnership offering, the allocation of  
net losses and income is as follows:                                            

Net losses shall be allocated 15% to the Class A Limited Partners, 10%          
to the Class B Limited Partners, 25% to the Class C Limited Partners and 50%    
to the General Partner.  At such time as the capital account of any limited     
partner reaches zero, any further loss allocation shall be made to the          
General Partner.                                                                

Net income shall be allocated first to the limited partners to the extent       
of any net losses previously allocated, then to the General Partner to the      
extent of losses allocated to the General Partner.  Any additional net income   
shall be allocated 15% to the Class A Limited Partners, as a class, 25% to the  
Class B Limited Partners, 25% to the Class C Limited Partners and 50% to the    
General Partner.                                                                

Distribution of Cash                                                            

Cash available for distribution from Partnership operations represents cash     
generated from Partnership activities after payments of all expenses of the     
Partnership and the establishment of any reserves deemed appropriate by the     
General Partner.  Any distributions shall be made in the following order of     
priority:                                                                       

First to the Partners to repay outstanding loans to the Partnership; then       
to the Class A Limited Partners in the amount sufficient to return to the       
Class A Limited Partners the total amount of their cumulative Capital           
Contributions to the Partnership. Then, 50% to the Class B  Limited Partners    
as a class and 50% to the General Partner until the Class B Limited Partners    
as a class and the General Partner have received distributions in the amount    
of $500,000 each, taking into account prior distributions of cash or property.  

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SEAHAWK I, LTD.                                                                 
NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                 

Then 50% to Class C Limited Partners as a class and 50% to the General          
Partner until the Class C Limited Partners and the General Partners have        
received distributions in the   amount of their original contribution, taking   
into account prior distributions of cash or property.  Then, to the Partners    
in amounts up to and in proportion to their respective capital account          
balances if any.  Then the balance shall be distributed 15% to Class A Limited  
Partners, 10% to Class B Limited Partners 25% to Class C Limited Partners and   
50% to the General Partner.                                                     

Income Taxes                                                                    

In accordance with Section 701 of the Internal Revenue Code, the Partnership    
is not a taxable entity, therefore the results of operations flow through to    
the partners for tax purposes.  The tax returns and the amounts of Partnership  
income or loss distributed to the partners are subject to examination by        
Federal and State taxing authorities.                                           

NOTE 3 - NOTES PAYABLE                                                          

Notes payable at December 31, 1994 consist of the following:                    

                                                                · Download Table

                                                                           
Notes payable to certain Limited Partners with interest                    
   at the rate of 15% per annum payable January 15th of                    
   each year. The principal sum plus accrued interest                      
   was due October 10, 1992, unsecured.                              32,886

Note payable to General Partner (see Note 4 below)                  300,000

                                                                    332,886

NOTE 4 - NOTE PAYABLE GENERAL PARTNER AND OTHER INFORMATION                     

During 1993 the Partnership issued a note payable to an unrelated party in the  
sum of $250,000 with interest payable quarterly in arrears.  The principal sum  
plus any accrued interest was to be payable on December 31, 1995.  The loan     
was secured with 3,500 natural pearls from the Partnership's artifact           
collections and was guaranteed by the General Partner.  The note fell into      
default as a result of non-payment of interest and on December 1, 1994 an       
agreement was reached between the note holder and the General                   

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SEAHAWK I, LTD.                                                                 
NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 4 - NOTE PAYABLE GENERAL PARTNER AND OTHER INFORMATION (continued)         

Partner whereby the principal was satisfied by the issue of 800,000 shares of   
common stock and 200,000 shares of Series 1 preferred stock in the General      
Partner. The General Partner also agreed to pay the outstanding interest in     
cash.  In return for this settlement of their debt to the unrelated party the   
Partnership issued to the General Partner a note for $300,000 payable on        
November 30, 1995 together with accrued interest at the rate of 10% per annum.  
The note is secured by 4,000 pearls owned by the Partnership valued in the      
Company's artifact inventory at $36,000.                                        

In June 1992, the General Partner received loans of $200,000 from unrelated     
parties and $50,000 from a related party.  The notes were due December 31,      
1992 with interest at 10% per annum payable at the time the note is paid off.   
These notes were collateralized by all the gold artifacts owned by the          
Partnership, approximately 500 ounces.  As additional consideration, the        
General Partner issued two year warrants to purchase an aggregate of 200,000    
shares of common stock at 110% of the lowest closing bid price of the General   
Partner's common stock during the 180 calendar days prior to the exercise date  
with the maximum exercise price to be $3 per share.  All these notes were       
converted to common stock of the General Partner in May 1993 except the         
$50,000 loan from a related party.  The collateral for that loan was changed    
from the Partnership's gold to assets owned by the General Partner.             

In December 1992 the General Partner received a loan of $10,000 from an         
unrelated party.  The note was due on December 1, 1993 with interest at 10%     
per annum payable at the time the note was paid off.  The note is               
collateralized by silver coins owned by the Partnership valued in the           
Company's artifact inventory at $22,284.  The note was increased to $17,000     
in January 1994 and extended until December 1, 1995.  There was no change       
made to the collateral but  as consideration for the first note the General     
Partner issued two year warrants to purchase 40,000 shares of common stock at   
$0.25 per share and as consideration for the extended note the General Partner  
issued two year warrants to purchase 32,000 shares of common stock at $0.38     
per share.  In March 1995 the note was extended for one year on the basis that  
the validity of the $0.25 warrants was extended until six months after all      
amounts due under the note are repaid.                                          

In June 1993 the General Partner received a loan of $250,000 from an unrelated  
party.  The note was due on July 31, 1994 with interest at 10% per annum        
payable at the time the note was paid off.  The note was collateralized by      
gold artifacts owned by the Partnership valued in the Company's artifact        
inventory at $466,685.  As additional consideration the General Partner issued  
two year warrants to purchase 250,000 shares of common stock at $1.00 per       
share.  In September 1994 the General Partner paid the note and the collateral  
was released.                                                                   

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SEAHAWK I, LTD.                                                                 
NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 4 - NOTE PAYABLE GENERAL PARTNER AND OTHER INFORMATION (continued)         

In June 1994, the General Partner received a loan of $100,000 from an           
unrelated party.  The note becomes due on June 1, 1995, with interest at 10%    
per annum payable at the time the note is paid.  The note is collateralized by  
gold artifacts owned by the Partnership valued in the Company's artifact        
inventory at $122,820.  As additional consideration the General Partner issued  
two year warrants to purchase 100,000 shares of common stock at $1.00 per       
share.                                                                          

In October 1994 the General Partner received a loan of $95,000 from an          
unrelated party.  The note becomes due on October 20, 1995, with interest       
at 10% per annum payable at the time the note is paid off.  The note is         
collateralized by gold artifacts owned by the Partnership valued in the         
Company's artifact inventory at $128,393.  As additional consideration the      
General Partner issued two year warrants to purchase 100,000 shares of common   
stock at $0.50 per share.                                                       

NOTE 5 - RELATED PARTY TRANSACTIONS                                             

The Partnership has leased a research vessel, a recovery vessel and on board    
electronic research, survey and salvage equipment from its General Partner to   
perform search, identification and salvage activities at a rate which the       
General Partner established as reasonable from time to time.  The leasing       
arrangement was terminated on completion of the project and no lease expenses   
were charged by the General Partner to the Partnership for the years ended      
December 31, 1994 and 1993.                                                     

The General Partner also performed conservation and administrative services     
for the Partnership.  The total amount of these expenses for the years ended    
December 31, 1994 and 1993 was $33,649 and $63,545 respectively.                

The Partnership has borrowed funds from its affiliates and its affiliates have  
paid certain expenses on behalf of the Partnership. The Partnership charges     
interest on advances from affiliates at the rate of 12% per annum based on the  
average monthly balance.                                                        

The Partnership has a note payable to the General Partner for $300,000. (See    
Note 4).                                                                        

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SEAHAWK I, LTD.                                                                 
NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 6 - CONTINGENCIES                                                          

The Partnership is contingently liable, under a consulting agreement to an      
unrelated company, for an amount equal to ten (10) percent of the total value   
of all artifacts and other valuable items recovered, if any, from the sites     
identified in an agreed research area, after subtraction of any share taken by  
any government in whose waters the recovered materials are raised, in exchange  
for which the Partnership will secure the services of that company's principal  
employee in connection with the historical and archeological aspects of the     
Partnership operations.                                                         

Legal Aspects of International Salvage                                          

The question of legal ramifications with regard to the recovery of shipwrecks   
raises a number of issues.  Salvors' historical interests and individuals       
claiming ownership based on the payment of insurance claims all have potential  
claims on goods brought up from the sea floor.                                  

An entity responsible for the salvage of a sunken vessel and its cargo may      
expect to defend its claim to title against the original owners or their        
successors - in - interest, against rival salvors, and against governments      
asserting a historic interest in the shipwreck or cargo.                        

Potential claimants might include the insurers of the shipwreck as in the SS    
Central America case (Civil Action 87-363-N).  Unless the insurers expressly    
disclaimed title after payment of a claim, and depending on the length of time  
the ship has remained sunken, the insurers might have a valid claim of title    
to recovered objects.                                                           

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SEAHAWK I, LTD.                                                                 
NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 7 - SEC INVESTIGATION OF GENERAL PARTNER                                   

SEC CIVIL ACTION.  During August 1994, the SEC filed a civil action against     
the General Partner and John Morris, Gregory Stemm and Daniel Bagley, three     
former officers and directors of the General Partner, seeking injunctive        
relief against the General Partner and injunctive and monetary relief against   
the former officers and directors.  The SEC did not seek any financial          
penalties or other monetary relief against the General Partner.                 

The Complaint filed by the SEC alleged that the General Partner violated        
Section 17(a) of the Securities Act of 1933 and Sections 10(b), 13(a) and       
13(b) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-a,    
13a-13 and 13b2-1 promulgated thereunder.  The SEC alleged between April 1989   
and July 1991 the General Partnership and Messrs. Morris,Stemm and Bagley       
disseminated to the public, in the form of television broadcasts, videotapes    
and press releases, false and  misleading material information and failed to    
disclose certain material information concerning the Dry Tortugas shipwreck     
discovered and excavated by the General Partner.  The SEC alleged that the      
General Partner materially overstated the value of the artifacts on its         
balance sheet and in other financial information provided in the registration   
statement of the General Partner and two amendments thereto filed in 1992 with  
the SEC and in certain periodic reports of the General Partner filed in 1992    
and with the SEC.                                                               

The General Partner and the staff of the SEC negotiated a settlement of the     
matter whereby the General Partner agreed to consent to the entry of a final    
judgement of permanent injunction, without admitting or denying any of the      
allegations in the complaint enjoining the General Partner from violations of   
certain provisions of the federal securities law referenced in the preceding    
paragraph.  In addition, the General Partner agreed that it will not employ     
John Morris or Gregory Stemm as officers and directors of the General Partner   
or any subsidiaries of the General Partner, use corporate funds to pay for or   
reimburse any costs incurred by Morris or Stemm for the defense of any civil    
or administrative action instituted against them by the SEC, or redeem or       
purchase any stock they own until after the termination of any such action.     
Finally, the General Partner agreed to withdraw its pending appeal to the SEC   
of the Initial Decision issued in the stop order proceeding.                    

SEC STOP ORDER PROCEEDING.  On July 30, 1992, the SEC issued an order           
directing the staff of the Division of Enforcement (the "Division") to conduct  
an examination pursuant to Section 8(e) of the Securities Act of 1933 (the      
"Act") to determine whether a stop order should be issued relating to a         
registration statement which the General Partner had filed during March 1992    
and which had become effective by the passage of time