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...