SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST REPORTED EVENT - December 17,2002
SEALIFE CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware #0-13895 IRS#34-1444240
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
18482 Park Villa Place
Villa Park California 92861
(Address of Registrant's principal executive offices)
(714) 538-5214
(Registrant's telephone number,
including area code)
(714) 538-3146
(Registrant's facsimile number,
including area code)
Integrated Enterprises, Inc.
716 Parkview Drive
Aurora, Ohio 44202
(Former name or former address, if changed since last report)
ITEM 1. Changes in control of the Registrant,
As a result of the acquisition of SeaLife Corp. a Nevada corporation the
control of the Registrant shifted to the former shareholders of SeaLife Corp.
Robert A. McCaslin now exercises control of the registrant. Mr. Robert A.
McCaslin owns 4,000,000 shares of a total 6,124,200 or 65% of the total
outstanding shares.
Item 2. Acquisition of Disposition of Assets.
On December 20, 2002 the registrant acquired 100% of the issued and
outstanding shares of SeaLife Corp, a Nevada Corporation in exchange for
2,524,200 post reverse split shares of the Registrant's common stock.
SeaLife Corp., (Sealife) a Nevada corporation, was incorporated on
January 21, 2002 and its wholly owned subsidiary SeaLife Marine
Products, a California corporation, was incorporated on February 6,
2002. Sealife has acquired the technology (formulas, copyrights,
trademarks, and EPA registrations) to a "next generation" anti-fouling
submerged marine coating. This new coating is non-toxic and compatible
with marine plant and animal life.
Proposed and pending government regulations require marine coatings be
"environmentally friendly". Most anti-foul marine coatings currently
used fail this requirement. This presents Sealife with an unprecedented
opportunity.
Sealife's first product, SeaLife 1000, provides a unique anti-shell,
anti-algae, anti-fungus, anti-rust coating with results far superior
other anti-fouling coatings on the market. Competitors' ablative and
abrasive antifoul paints are enviro-toxic. They are formulated to leach
biocides into the water to kill marine life. They require
labor-intensive hull preparation and application procedures, limited
useful life and excessive out-of-water time. Their environmentally
toxic dispersions, being harmful to the marine environment, invite
public relations problems. SeaLife 1000 has none of these negatives. It
is designed to be harmless to marine life, requires only minimal
pre-paint hull preparation, is easy to apply, has double the useful
life and minimal down time. SeaLife 1000 is non-ablative, i.e. it does
not rely upon its surface coat integrity wearing away by through-water
friction nor does it rely on leaching of its active ingredient to
perform its anti-foul characteristics. The proprietary binding agents
in SeaLife 1000 reduce leaching or through-water ablative action to
nearly no-detect levels.
When SeaLife's organic copper complex comes in contact with water,
reactive hydrolysis of its proprietary ingredients begins which
microscopically expands and smoothes the SeaLife coating over the
ship's underwater hull surfaces. This results in an undersea hull
surface that becomes more uniformly smooth than when it was painted.
This hydraulic smoothing of SeaLife 1000 greatly reduces the uneven
surfaces such as cracks, chips, dents, ridges, hull-plate seams and
rivets customarily found on ships' hulls. These uneven surfaces are
where plant and shell growth first attach to underwater hulls. The
SeaLife 1000-coated surfaces also become extremely slippery when
immersed in water, another effect of organic copper complex reactive
hydrolysis.
Traditional anti-foul paint does not form this silky smooth surface.
Barnacles and plants readily attach to the hulls of these ships,
starting in locations of uneven surfaces and, as they find a secure
host, migrating outward across the hull surfaces. Such plant and shell
growths slow ships' speed, increase fuel and re-paint costs and shorten
engine life.
Traditional anti-foul paints rely upon toxic levels of active
ingredients, i.e. tin, copper, arsenic, etc., leaching into the water
and killing or repelling unwanted marine plant and shell growth.
SeaLife 1000 relies upon this "next generation" technology that neither
kills nor repels marine plant and shell growth.
Unwanted marine plant and shell organisms simply find the extremely
smooth and slippery surfaces coated with SeaLife 1000 to be an
unsuitable host, so they go elsewhere.
An additional feature of SeaLife 1000's extraordinary anti-foul
characteristics was derived from understanding sea life, both animal
and plant, seek surfaces that are supportive of a biologically active
environment. They naturally reject surfaces that will not support it or
are less biologically hospitable. SeaLife Marine's below water coatings
present biologically inhospitable host surfaces for sea life that
neither repel nor harm marine life. They merely offer surfaces that are
less attractive to sea life than other surfaces within their
environment. The combination of an extremely smooth and slippery
underwater hull prevents marine plant and shell growth from attaching
to it.
The smoothing and slipperiness resulting from reactive hydrolysis plus
the biologically-formulated inhospitable surface is the key to SeaLife
1000's anti-foul characteristics.
Most competitors' anti-foul marine coatings use coatings with high
percentages of copper or the highly toxic TBT (Tributyl Tin). SeaLife
Marine Coatings would not consider using TBT and uses only low
concentrations of non-metallic copper it is formulations. SeaLife
1000's active ingredient, cuprous oxide, is in low concentration (39%),
is firmly fixed in the paint and does not emit harmful levels of
leachates. Its dispersion rate, almost non-detect, is comparable to
trace levels of copper in clean sea water or copper levels leached from
the copper pipes in a home's potable water system.
Field tests using SeaLife 1000 have consistently demonstrated that
hulls and other submerged surfaces treated with these coatings provide
long-term resistance to algae, fungus, shell growth and rust without
harming marine life. SeaLife Marine is confident its marine coatings
represent a significant breakthrough in environmental anti-fouling
technology.
Ten years in development, tested extensively around the world, SeaLife
1000 protects hulls years longer than most anti-foul paints, costs
less, dries faster, is easier to apply, does not require a primer coat,
and is environmentally safe. That's an unbeatable combination of
quality, performance, value and enviro-safe technology. SeaLife 1000 is
perhaps the only anti-foul coating authorized to be labeled
"environmentally compatible" by the EPA.
Sealife has two anti-fouling coatings, one solvent-based, one
water-based, and a water-based topside coating, all formulated for use
on ships and structures that are exposed to a marine environment.
SeaLife Marine Coatings can be applied to nearly all surfaces including
wood, fiberglass, steel and aluminum. It has been applied with great
success to buoys at sea, aquafarm nets, undersea gratings, pilings, or
any submerged surface requiring protection from fouling.
The SeaLife family of products includes:
SeaLife 1000: A solvent-based, anti-fouling coating for underwater use.
This coating is a long life, anti-fouling coating, salt and fresh water
effective.It is an entirely new type of antifoul paint. It is a highly
modified, hard vinyl, hydrolysis reactive paint. It is extremely
flexible and long-lived.
Unlike other vinyl-based paints which are hard, inflexible and brittle,
SeaLife 1000's structure is more like leather: tough, hard, and
flexible with a silky smooth surface. This is a significant advance in
environmentally safe antifoul technology.
SeaLife 1000 requires only minimal pre-paint hull preparation, is easy
to apply, allows minimal down time and has at least double the useful
life of competitors' marine coatings.
A SeaLife 1000 painted hull can be returned to the water the same day
it is painted.
SeaLife 1000 has a low VOC (volatile organic compound) rating of 260
grams per liter, well below the EPA recommended maximum of 300 g/l and
far below the VOC ratings of most anti-foul paints. Additionally, it
has an extremely high ignition temperature of 9470F which makes this
product much safer to ship, handle and store.
SeaLife 2000: A water-based, anti-fouling coating for submerged marine
use. Due to the absence of petroleum distillates in its formulation,
SeaLife 2000 has a highly desirable zero (0) VOC (volatile organic
compounds) rating. Its highest quality acrylate dispersions make this
product suitable for ships as both superstructure and submerged
anti-fouling coating. SeaLife 2000 is currently under research and
development.
SeaLife 3000: A water-based coating with anti-rust additives for
above-water use. As this coating has demonstrated exceptional fireproof
characteristics, it is the coating of choice for military applications.
SeaLife 3000 is currently under research and development.
Competition:
Unlike competitors' products, SeaLife Marine Coatings contain no
arsenic, tributyl tin, copper, lead, mercury, pesticides, silicones or
toxic materials. Sealife's extensive research indicates that SeaLife
Marine Coatings are the only products that are highly effective, long
life, easily applied anti-foul products yet are non-toxic,
non-pathogenic and compatible with the environment with no known
hazards to marine life.
SeaLife 1000 offers superior adhesion on wet or oily surfaces without
the necessity of pre-coating. It can be applied to dry, wet, or humid
surfaces. It provides long life protection under water on steel,
fiberglass, aluminum and wooden hulls. It adheres to tar, bitumen and
other paints. It is highly elastic and resistant to ultra-violet
deterioration and a wide spectrum of acids and corrosive materials.
One enormous limitation competitors have is their bottom coating
product's limited effective life. Most competitive products recommend
repeat coating within twelve to eighteen months. SeaLife 1000 is
typically effective from four to seven years, more than and twice the
life of similar anti-fouling coating products. Additionally, most
competitive products recommend at least two or more coats while SeaLife
1000 is effective using only one coat on most hulls.
Most competitors' anti-foul coatings rely upon ablative technology
where the active anti-foul ingredients leach into the ocean at a
measured rate. This results in their anti-foul qualities continually
decreasing. Their coated surfaces may appear well painted but their
anti-foul characteristics have deteriorated. SeaLife 1000 does not rely
upon leaching which allows this product to maintain the same high
quality anti-foul characteristics over the life of the paint.
Market research indicates that SeaLife can supply bottom-coating
coating for prices at or below existing competitors' prices and still
provide a substantial profit margin. SeaLife Marine Coatings is able to
offer coating paints in all popular colors.
Sealife initially will outsource manufacture of our paints at high
quality manufacturing facilities throughout the United States. SeaLife
Marine Coatings technical personnel will supervise quality control.
Patents and trademarks:
Sealife has chosen not to patent the manufacturing formula for its
paints. When a patent is filed it requires the disclosure of all
processes and formulas required to manufacture the product. Due to
improbability of a competitor "reverse engineering" the SeaLife Marine
formulas and the problems inherent with the ease of patent formula
availability to potential competitors worldwide, Sealife has elected
trade secret protection of its formulas. Trade secret protection is the
method of choice of successful companies such as Coca-Cola and Kentucky
Fried Chicken. Sealife owns formulas and proprietary supplies and
sources that are special and unique to its products. Sealife has
elected to maintain the security of these invaluable assets as trade
secrets.
Marketing Plan:
Sealife expects to reach prospective customers utilizing an attractive
web site with information relative to product advantages, price and
distributor availability, direct mail (personal and business to
business), selected magazine advertising, extensive public relations
campaign to create branding and a direct technically oriented sales
force.
SeaLife Marine Products intends to recruit and employ an experienced
marketing and sales manager whose primary focus will be to introduce
SeaLife Marine products worldwide to ship chandlers, shipyards, retail
outlets and builders and to pursue worldwide licensing agreements with
established marketing and manufacturing entities.
Sealife's initial outlets will be distributors and select retailers
located in key areas throughout the world. Product shipments are
anticipated to begin from a single production/warehouse facility in the
U.S. Future expansion involves adding other distribution locales (i.e.
Asia and Europe) as a sales volume requirement dictate.
SeaLife will continue to develop new products for the ever-expanding
marine industry. Utilizing talented scientists, state-of-the-art
laboratories and a team of creative problem solvers, Sealife will
continue to innovate and set the pace for the industry.
Sealife believes is has developed truly "Next Generation" anti-foul
technology offering the best product line available for protecting
boats, ships, nets, pilings, any submerged surface at reasonable prices
and all within Sealife's dictum of providing environmentally safe
products of the highest quality. .
The pricing of these products is highly competitive while the shipping
expense will remain minimal. It is the Sealife's belief that it will
achieve a substantial penetration of the bottom coating market within
six months while achieving profitability by the end of our first year.
ITEM 5. OTHER EVENTS
The registrant affected a 15 for 1 Reverse stock split on December
20, 2002 as a result of the acquisition of SeaLife Corp and the change
in focus of the registrant's business. The registrant changed it name
from Integrated Enterprises, Inc. to SeaLife Corporation and changed
its trading symbol to SLIF. In addition, the former directors and
officers of Integrated Enterprises, Inc. resigned and the directors and
officers of SeaLife Corp. have become the directors and officers of the
Registrant. The new directors and officers are as follows: Robert A
McCaslin, President and Director, John W Vilagi, Secretary and Director
and J.P. Heyes, Director.
ITEM 7. Financial Statements and Exhibits.
a) Financial Statements of SeaLife Corp. To be provided
b) Performa financial information to be provided
c) Exhibits:
2.1 Exchange Agreement
3.1 Articles of Amendment to the Articles of Incorporation
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934 the
registrant has duly caused this report to be signed on it behalf by the
undersigned thereunto duly authorized.
December 31, 2002 SeaLife Corporation
/s/ Robert A McCaslin
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Robert A McCaslin