SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDING AUGUST 31, 2003
SEALIFE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware #0-13895 IRS#34-1444240
--------- ------------ ---------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number Identification Number)
5601 Slauson Ave Suite 283
Culver City, CA 90230
(Address of Registrant's principal executive offices)
(310) 338-9757
(Registrant's telephone number, including area code)
18482 Park Villa Place
Villa Park California 92861
(Former name, former address and former fiscal year, if changed since last
report)
Title of each class Name of each exchange on which registered
Not Applicable Not Applicable
Securities registered under Section 12(b) of the Exchange Act:
Common Stock $.0001 Par Value
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
On August 31, 2003, the issuer had a total of 9,642,211 shares of
common stock issued and outstanding.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
The financial statements have been prepared by the Company and reviewed by
the Company's Auditor pursuant to the rules and regulations of the Securities
and Exchange Commission.
SEALIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
August 31, 2003
August 31,
2003
-----------
ASSETS
Current Assets
Cash $ 16,982
Inventory 6,000
-----------
Total Current Assets 22,982
Other Assets
Technology 1,335,309
Less: accumulated amortization (103,827)
-----------
1,254,464
-----------
Total Assets $1,254,464
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 43,917
Accounts payable - shareholders 72,987
Current portion of long-term debt 1,920
-----------
Total Current Liabilities 118,824
Long-Term Debt
Notes payable 301,084
Stockholders' Equity
Common stock 992
Additional paid in capital 1,651,902
Retained deficit (818,338)
-----------
834,556
Total Liabilities and Stockholders' Equity $1,254,464
===========
See accompanying notes and accountant's report.
F-1
SEALIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
For the Three Months Ended August 31, 2003, Year to DAte 2003 and For
the period From April 4, 2002 (Date of Inception) Through August 31, 2003
(Since Inception)
Three Months
Ending
August 31, Year to Date Since
2003 2003 Inception
---------- ---------- -----------
Sales $ 2,374 $ 2,374 $ 40,776
Cost of sales 80 80 76,504
---------- ---------- -----------
Gross Profit 2,294 2,294 (35,728)
Sales and marketing 11,461 11,461 70,080
General and administrative 107,086 107,086 712,530
---------- ---------- -----------
118,547 118,547 782,610
---------- ---------- -----------
Net Loss $(116,253) $(116,253) $ (818,338)
========== ========== ===========
Loss per share $ (0.02) $ (0.02)
Average shares outstanding 9,642,211 9,642,211
See accompanying notes and accountant's report.
F-2
SEALIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CHANGES OF STOCKHOLDERS' EQUITY
For the Period from April 4, 2002 (Date of Inception) to August 31, 2003
ADDITIONAL
PREFERRED STOCK COMMON STOCK PAID IN RETAINED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT TOTAL
---------------- -------------- --------- ---------- ------------ ------- -----
Balance at Inception - $ - - $ - $ - $ - $ -
Stock for services - - 125,000 1,250 - - 1,250
Contributed capital - - 2,125,000 21,250 43,750 - 65,000
Sale of stock $1.00/ share - - 81,500 815 80,685 - 81,500
Net loss for the period - - - - - (14,726) (14,726)
---------------- -------------- --------- ---------- ------------ --------- --------
Balance at June 30, 2003 - - 2,331,500 23,315 124,435 (14,726) 133,024
Stock for services - - 6,500 7 6,493 - 6,500
Sale of stock $1.00/ share - - 179,200 179 179,021 - 179,200
Sealife merger/par value
change 2,000,000 200 4,109,646 (22,838) 17,089,260 (17,066,617) 5
Recapitalization (17,066,617) 17,066,617 -
Cancel of preferred (1,840,000) (184) - - 184 - -
Conversion of preferred (160,000) (16) 1,600,000 160 (144) - -
Stock for debt - - 1,000,000 100 999,900 - 1,000,000
Stock for services - - 331,960 33 160,535 - 160,568
Net loss for the period - - - - - (687,359) (687,359)
---------------- -------------- --------- ---------- ------------ ---------- --------
Balance May 31, 2003 - $ - 9,558,806 $ 956 $ 1,493,067 $ (702,085) $791,938
---------------- -------------- ---------- ----------- ------------ ---------- ----------
Stock Sales - - 196,000 20 39,980 - 40,000
Stock for debt - - 100,000 10 99,990 - 100,000
Stock for services - - 62,904 6 18,865 - 18,871
Net loss for period - - - - - (116,253) (116,253)
---------------- -------------- ---------- ----------- ------------ ---------- ----------
Blance August 31, 2003 - $ - 9,917,710 $ 992 $ 1,651,901 $ (818,338) $834,556
================ ============== ========== =========== ============ ========== ==========
See accompanying notes and accountant's report.
F-3
SEALIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Three Months Ended August 31, 2003, Year to DAte 2003 and For
the period From April 4, 2002 (Date of Inception) Through August 31, 2003
(Since Inception)
Three Months
Ending
August 31, Year to Date Since
2003 2003 Inception
---------- ---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $(116,253) $ (116,253) $ (818,338)
Adjustments to reconcile net loss to net
cash provided used in operating activities
Amortization 22,225 22,225 103,827
Stock for services expenses 18,871 18,871 187,189
Changes in Current Assets and liabilities:
(Increase) in Inventories - - (6,000)
Increase in Accounts payables 22,617 22,617 143,917
Increase in Accrued interest 5,170 5,170 68,195
---------- ------------ ------------
NET CASH (USED) BY
OPERATING ACTIVITIES (47,370) (47,370) (321,210)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Technologies - - (1,335,309)
---------- ------------ ------------
NET CASH (USED) BY
INVESTING ACTIVITIES - - (1,335,309)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of Common stock 40,000 40,000 365,700
Increase in Long-term debt 14,500 14,500 1,234,809
Increase in Accounts payable shareholders 9,294 9,294 72,987
---------- ------------ ------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 63,794 63,794 1,673,496
---------- ------------ ------------
NET INCREASE (DECREASE) IN CASH 16,424 16,424 16,977
CASH AT BEGINNING OF PERIOD 558 558 -
CASH OBTAINED IN MERGER - - 5
---------- ------------ ------------
CASH AT END OF PERIOD $ 16,982 $ 16,982 $ 16,982
========== ============ ============
See accompanying notes and accountant's report.
F-4
SEALIFE CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
August 31, 2003
NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------
History:
The Company, a Nevada corporation, was incorporated on January 21, 2002. The
Company is located in Culver City, California. On February 4, 2002 the Company
formed a wholly owned subsidiary, SeaLife Marine Product, Inc., a California
corporation. The subsidiary was formed to concentrate on the Marine Product
applications of the Technologies owned.
On June 30, 2002 the Company entered into an agreement with the three
shareholders' of DivisionG, Inc. to exchange 100% of the stock of DivisionG,
Inc. for 2,100,000 million shares of the Company's common stock. The agreement
was to be effective July 1, 2002. At the time of acquisition DivisionG, Inc.
assets consisted of ownership of all rights in perpetuity to ProTerra A6, a soil
conditioner, Grease Bust, a grease treatment and cleaner, Soil Rescue, a soil
Bio-remediation product, OilEx, a soil detoxification and rebuilding product,
and Mini-Mix a sewer clean-up and detoxification product. All productions were
in the early stages of development. DivisionG, Inc. had no liabilities at the
time of acquisition and remains dormant to this day.
On July 31, 2002 the Company formed a wholly owned subsidiary, Proterra
Technologies, Inc., a California corporation. The subsidiary was formed to
concentrate on the agricultural product applications.
On December 20, 2002, the Company was acquired by SeaLife Corporation, a
Delaware corporation and formerly Integrated Enterprises, Inc., a public,
reporting corporation. SeaLife Corporation, Delaware was a shell at the time of
the acquisition and therefore the acquisition was treated as a reverse merger
whereby the acquired company is treated as the acquiring company for accounting
purposes. At the same time as the merger SeaLife Corporation, Delaware affected
a 15 to 1 reverse stock split.
A history of Sealife Corporation, Delaware is as follows:
Sealife Corporation, formerly Integrated Enterprises, Inc., formerly Vast
Technologies Holding Company, Inc., formerly Fraser Realty Group, Inc., is the
successor to Fraser Mortgage Investments (the Trust), an unincorporated
association in the form of a business trust organized in Ohio under the
Declaration of Trust dated May 7, 1969. At a special meeting of the
shareholders of the Trust held on August 28, 1984 a plan of reorganization was
approved pursuant to which:
1. All of the assets of the Trust were sold to FRG;
2. FRG assumed all of the Trust's liabilities and obligations;
3. Each issued and outstanding share of the Trust was converted into one
share of FRG common stock; and
4. The Trust was terminated.
The purpose of the proposed reorganization was to convert the Trust to a
business organization taxable as an ordinary corporation, instead of a real
estate investment trust, under Federal income tax laws. Unless the context
otherwise requires, the term FRG includes its predecessor, the Trust.
FRG invested in real estate and mortgage loans. FRG was organized as a real
estate trust, primarily for the purpose of making passive investments in real
estate and passing through the income realized from such investments to its
shareholders. From its inception, FRG financed its real estate investment
operations principally through sale of common stock, and short-term debt
financing, including both bank borrowings and the issuance of commercial paper.
FRG saw its real estate investments evolve from principally short-term
construction loans to a mix of variable and fixed-rate mortgage loans of which a
significant portion consists of mortgage positions on improved and unimproved
land held by investors for development purposes. Accordingly, FRG's investments
in mortgage loans represent long-term assets with the realization dates
dependent upon the equity holder's ability to complete development projects or
obtain refinancing from other sources. At the same time, bank notes payable and
commercial paper outstanding were all short-term borrowings renewable at the
option of the note holders. FRG relied on these short-term borrowings, the
intermittent repayment of loans and the refinancing or sale of portfolio
investments in order to meet its current obligations. During fiscal 1989, cash
provided from these sources was wholly inadequate to provide working capital to
fund operations. Management was unable to secure additional financing or find
other means of obtaining needed cash in fiscal 1990 to permit FRG to meet its
current obligations. Accordingly, management determined that there was no
reason to continue operating and, thus, incurring further losses. FRG has been
inactive since 1990 and has not conducted any business since that time.
On August 4, 1998, the Chairman of the Board and President and with first
receiving the consent, approval and authorization of FRG's Board of Directors,
filed with the Secretary of State of Delaware for renewal, revival and
restoration of the Company's Certificate of Incorporation.
NOTE 1 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED
On October 27, 1999 the Company entered into an Acquisition Merger agreement
with a private company, Motorsports USA, Inc. The Company also effected a name
change at that time to Motorsports USA, Inc. With this transaction certain
assets became the property of the Company. However, the custody and control of
such assets were not perfected and the management of the private company
evidenced tentative compliance with SEC reporting requirements. This condition
was considered intolerable to the Company's Board of Directors and accordingly
on August 1, 2000 the transaction was rescinded. The Company also changed its
name on June 1, 2000 to Vast Technologies Holding Company. Accordingly the
enclosed financial statements were prepared as if the merger with Motorsports
USA, Inc. had not taken place.
On June 11, 2001 the Company changed its name to Integrated Enterprises, Inc.,
issued 12,000,000 shares of Common Stock for services and reverse split its
Common Shares, one new common share for each ten old common shares with a par
value of $ 0.0001 per share.
On December 20, 2002 the Company merged into SeaLife Corporation thereby joining
this reporting entity.
The Company is in the marine paint and agricultural product businesses. Its
first marketed product is under the brand name of SeaLife 1000TM. The product is
competitive, as it protects hulls of ships longer, requires no primer and is
environmentally friendly. The other Technologies owned by the Company are in
the early stages of development.
Basis of Consolidation:
The accompanying consolidated financial statements include the accounts of
SeaLife Corporation a Delaware corporation and the parent, SeaLife Corporation a
Nevada corporation the parent's subsidiary, and SeaLife Marine Products, Inc.,
Proterra Technologies, Inc. and DivisionG, Inc. the Nevada corporation's three
subsidiaries. All significant inter-company accounts and transactions, if any,
have been eliminated in consolidation.
Cash and Cash Equivalents:
For the purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities to be cash equivalents.
Cash paid during the period for:
Ended:
August 31, 2003 Inception
---------------- ----------
Interest $0 $0
Income taxes $0 $0
Income Taxes:
The Company accounts for income taxes under a method, which requires a company
to recognize deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in a company's financial
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statements carrying amounts and tax basis of assets and liabilities using
enacted tax rates. The Company presently prepares its tax return on the cash
basis and its financial statements on the accrual basis. No deferred tax assets
or liabilities have been recognized at this time, since the Company has shown
losses for both tax and financial reporting. The Company's net operating loss
carry forward at August 31, 2003 is approximately $800,000.
Amortization:
The Company provides for amortization of the Technologies purchased, utilizing
the straight-line method to apportion costs over a 15 year estimated life.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Development Stage:
The Company is classified as a development stage entity since it devotes most of
its activities to establishing business and its principal activities have not
yet commenced.
NOTE 2 . TECHNOLOGIES
The Company entered into an asset purchase agreement to acquire certain
technologies from a third party developer on June 30, 2002. The purchase price
was $1,335,309. Under this purchase agreement the Company acquired the
following:
1- Parents, patent application rights for EPA registration number 70214-1
and all modifications, enhancements and improvements thereon.
2- All rightsin perpetuity, including but not limited to SeaLife 1000,
SeaLife 2000, and SeaLife 3000 present and future marine coating and all
modifications, variations, enhancements and improvements thereon.
3- Full power to enforce its ownership interests.
SeaLife 1000 is a solvent based, anti-fouling coating for underwater use. It
provides a unique anti-shell, anti-algae, anti-fungus and anti-rust coating,
with competitive results.
SeaLife 2000 is a water based, anti-fouling coating for submerged marine use.
This product is in the early stages of development.
SeaLife 3000 is a water based coating with an advanced anti-rust additives for
the above water application. This product is in the early stages of
development.
Technologies are being amortized on the straight-line basis over a 15-year life.
It is management's opinion that 15 years represents a reasonable estimate of
product life at this stage. It is management's intention to re-examine the
estimated life yearly.
Amortization expense for the periods is as follows:
Ended:
August 31, 2003 Inception
---------------- ------------
Amortization $81,602 $103,827
Future amortization expense for the next five years is as follows:
2004 $89,021
2005 89,021
2006 89,021
2007 89,021
2008 89,021
NOTE 3 . NOTES PAYABLE
In connection with the Technologies purchased on June 30, 2003 the Company
entered into a ten-year note for $1,220,309. The note is to be paid based on
the Company's sales, i.e. at 5% of the first $3,000,000 of sales, and at 2.5% on
the sales in excess of that amount, until paid in full. The note payment shall
be paid monthly and the note bears interest at the rate of 7% per annum. The
note may be converted at the option of the holder to the common stock of the
company at a conversion price, which is equivalent to 80% of the market price,
based on the average bid price for the last 30 days. On January 2, 2003 the
holder converted $1,000,000 of the note for 1,000,000 shares of SeaLife
Corporation stock. The balance of the note at August 31, 2003 including accrued
interest was $288,293.
At August 31, 2003 there remained $1,920 past due on the note. The note has
certain default provisions and stated period of times to correct the default.
Presently the Company has not been formally notified of any default on the note
by the note holder.
On June 14, 2003 the Company borrowed $14,500 from an individual. The note is
for five years, unsecured and does not call for any payments until maturity.
The interest rate for the borrowings is 7.5% per annum. The balance of the note
at August 31, 2003 including accrued interest was $14,711.
Because of the repayment schedule and an inability to accurately forecast future
sales maturities on long.term debt annually can not be computed.
NOTE 4. COMMON STOCK
The Company had 50,000,000 shares of Common Stock authorized and 9,917,710
shares outstanding at August 31, 2003.
NOTE 5. PREFERRED STOCK
The public shell had outstanding 2,000,000 shares of convertible preferred stock
outstanding at the date of merger. These had conversion rights of 10 shares of
common for each shares of preferred. In an agreement signed June 24, 2003 the
owners of these shares agreed to cancel 1,840,000 shares of preferred stock.
The remaining 160,000 shares were converted to 1,600,000 shares of common stock
of which 300,000 shares were conveyed to the shareholders of the Company on the
date of the merger.
NOTE 6. CONSULTING AGREEMENT
On June 30, 2002 in connection with the Technologies purchase, the Company
entered into a consulting agreement with the seller of the Technologies for his
advice in the use and improvement of the acquired Technologies. This agreement
was revised on January 1, 2003. The consultant is to provide all necessary
support in complying with government regulations, in solving specific marketing
and environmental problems, in product improvement, in developing operational
protocols, in advising and support on the operation of the Company's business
and to assist in the purchase or manufacture of the Company's products.
The agreement calls for the consultant to receive $10,000 per month from
September 1, 2002 to September 1, 2007. At August 31, 2003 the Company owes the
consultant $30,000 under this agreement. During the quarter the consultant
agreed to convert $100,000 of this payable into 100,000 shares of the Company's
common stock. These amounts were settled for stock under an agreement dated
September 17, 2003 (see Note 8).
NOTE 7. GOING CONCERN
The Company has not generated significant revenues or profits to date. This
factor among others may indicate the Company will be unable to continue as a
going concern. The Company's continuation as a going concern depends upon its
ability to generate sufficient cash flow to conduct its operations and its
ability to obtain additional sources of capital and financing. The accompanying
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
NOTE 8. RELATED PARTIES
At May 31, 2003 the Company owed two major shareholders $72,987. The amounts
due are non-interest bearing and have no priority in liquidation.
The Company also owed the consultant and the developer of the Technologies
$30,000 on the consulting agreements, $1,920 past due on the loan agreement and
$288,103, the balance of the loan.
NOTE 9. SUBSQUENT EVENTS
On August 4, 2003 the Company was advised that it is the subject of a Securities
and Exchange Commission investigation. The Company is uncertain of the nature
of the investigation, and no charges have been levied by the Commission against
the Company to date.
On September 17, 2003 the Company entered into an agreement with the consultant
and the developer of the Technologies to settle old accounts payable, to pay for
consulting services under the existing agreement through December 31, 2003, and
to purchase four additional products and processes developed by the consultant.
The purchase agreement for the new technologies requires a 3%, of net sales of
the technologies, royalty to be paid to the consultant in perpetuity. In
consideration for the above the consultant received 400,000 shares of the
Company's common stock. During the quarter ending August 31, 2003 the
consultant received 100,000 of the shares due.
On October 7, 2003 the Company filed Form S-8 to register 1,050,000 shares of
common stock. The shares are to be issued as follows; 600,000 shares to
officers of the Company, 300,000 shares to the consultant mentioned above and
150,000 shares to legal council.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company began operations on April 4, 2002 and merger with the public shell
on December 20, 2002. The merger was treated as a reverse merger where the
acquired company is treated as the acquiring company for accounting purposes.
The public shell had no operations and all amounts herein are for SeaLife
Corporation and subsidiaries from April 4, 2002 through August 31, 2003. This
is the inception period Three Months Ended August 31, 2003 Versus Period Ended
August 31, 2002.
Results of Operations
The Company incurred a net loss of $116,253 for the period ended August 31,
2003 as compared to a net loss of $818,338 since inception. This loss represents
a loss from operations of $116,253 and $818,253 since inception. The net loss
also includes interest expense totaling $ 5170 and $ 68,195 for the three
months ended August 31, 2003 and 2002, respectively.
Total revenues for the period ended August 31, 2003 were $2374 as compared to
$40,776 sense inception
Total operating expenses consist entirely of general and administrative
expenses. For the period ended August 31, 2003, total operating expenses were
$118,547 Total operating expenses since inception $782,610
Interest expense went from $68,000 since inception to $5170 for period ended
August 31, 2003. This decrease was due to conversion of debt to stock.
Liquidity and Capital Resources
As of August 31 2003, the Company had cash and cash equivalents of $ 16,982 as
compared to cash and cash equivalents of $16,982 since inception At August 31,
2003, the Company had a working capital deficiency (total current liabilities in
excess of total current assets) of ($95,842). This decrease in working capital
deficiency was due to reduction of accounts payable due to converting debt to
stock. Net cash used in operating activities was $47,370 for period ended August
31, 2003 and $ 321,210 since inception. Net cash from financing activities was
$63,794 for period ended August 31, 2003, as compared to $1,673,496 since
inception The Company raised a total of $40,000 from the issuance of common
stock during the period ended August 31, 2003. The amounts were used to fund the
net loss from operations.
Going concern issues
The Company has received a report from its independent auditors that includes an
explanatory paragraph describing the Company's uncertainty to continue as a
going concern. These consolidated financial statements contemplate the ability
to continue as such and do not include any adjustments that might result from
this uncertainty.
Critical Accounting Policies
Our discussion and analysis of our financial conditions and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States. The preparation of financial statements require management to
make estimates and judgments that affect the reported amounts of assets and
liabilities, revenues and expenses and disclosures on the date of the financial
statements. On an on-going basis, we evaluate our estimates, including, but not
limited to, those related to revenue recognition. We use authoritative
pronouncements, historical experience and other assumptions as the basis for
making judgments. Actual results could differ from those estimates. We believe
that the following critical accounting policies affect our more significant
judgments and estimates in the preparation of our consolidated financial
statements.
The Company recognizes revenues at the time products are shipped. Revenue
streams will be generated from the sale of marine paint, if and when commercial
orders are received and shipped.
Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
142, "Goodwill and Other Intangible Assets." This statement addresses financial
accounting and reporting for acquired goodwill and other intangible assets and
supersedes Accounting Principles Board ("APB") Opinion No. 17, "Intangible
Assets." It addresses how intangible assets that are acquired individually or
with a group of other assets (but not those acquired in a business combination)
should be accounted for in financial statements upon their acquisition. This
statement also addresses how goodwill and other intangible assets should be
accounted for after they have been initially recognized in the financial
statements. It is effective for fiscal years beginning after December 15, 2001.
Early application is permitted for entities with fiscal years beginning after
March 15, 2001, provided that the first interim financial statements have not
been issued previously. The Company adopted SFAS No. 142.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," an amendment of SFAS No. 123. SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require more prominent and more frequent disclosures in financial statements
about the effects of stock-based compensation. This statement is effective for
financial statements for fiscal years ending after December 15, 2002. SFAS No.
148 will not have any impact on the Company's financial statements as management
does not have any intention to change to the fair value method.
ITEM 3. CONTROLS AND PROCEDURES
Within the 90-day period prior to the filing of this report, an evaluation was
carried out under the supervision and with the participation of the Company's
management, in the form of Robert McCaslin, the company's Chief Executive
Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of our
disclosure controls and procedures. Based on that evaluation, Mr. McCaslin has
concluded that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in reports that
it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. Subsequent to the date of
Mr. McCaslin's evaluation, there were no significant changes in the Company's
internal controls or in other factors that could significantly affect the
disclosure controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults in Senior Securities
None.
Item 4. Submission of Matters to Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 10Q-SB
(a) The following is a complete list of Exhibits filed as part of
this Registration Statement, which are incorporated herein:
Exhibit No. Reference
3.(i)* Certificate of Incorporation of Sealife
Corporation and amendments thereto.
3.(ii)* Bylaws
99.01 Certification of Chief Executive Officer
and Chief Financial Officer-Included
*Incorporated by reference to Registrant's Form 10KSB Registration Statement
filed on September 19, 2003.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Culver City, State of California, on the 6th day of
November 2003.
SEALIFE CORPORATION
/s/ Robert McCaslin
- -----------------
By Robert McCaslin,
Chief Financial Officer
CERTIFICATION
I, Robert McCaslin, certify that
1. I have reviewed this quarterly report on Form 10-Q of Sealife Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on my evaluation
as of the Evaluation Date;
5. I have disclosed, my most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 6, 2003
/s/Robert McCaslin
-------------------
Robert McCaslin
Chairman, and Chief Financial Officer
(Principle Financial Officer)