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 November 30, 2002
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)
18482 Park Villa Place
Villa Park, CA 92861
(Address of Registrant's principal executive offices)
(714) 538-5214
(Registrant's telephone number, including area code)
Integrated Enterprises, Inc.
14749 Longview Drive
Newbury, OH 44065
(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 January 21, 2003, the issuer had a total of 7,924,598 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
(a dormant state Company)
Balance Sheet
As of November 30, 2002
November 30, 2002 May 31, 2002
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ASSETS
Cash and cash equivalents $5 $5
Total Assets $5 $5
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities $- $-
Total Liabilities $- $-
Stockholders' Equity
Serial Preferred Stock, convertible $.0001 par value; 5,000,000 shares
authorized, 2,000,000 shares outstanding at November 30, 2002 and May31,
2002 respectively 200 200
Common Stock, $.0001 par value; 50,000,000 shares authorized; 4,109,646
shares issued and outstanding at November 30, 2002 and May 31, 2002 411
411
Additional Paid-in-Capital 17,066,011 17,066,011
Retained Earnings (Deficit) (17,066,617) (17,066,617)
Total Stockholders' Equity 5 5
Total Liabilities and Stockholders' Equity $5 $5
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SEALIFE CORPORATION
Statement of Operations and Retained Earnings (Deficit)
For the quarter ended November 30, 2002,
The period beginning June 1, 2002 ended November 30, 2002, and
The year beginning June 1, 2001 ended May 31, 2002
Beginning September 1, 2002 June 1 2002 June 1 2001
Ending November 30, 2002 November 30, 2002 May 31, 2002
----------------------- ----------------------- --------------
Income
Gross sales $0 $0 $0
Total Income 0 0 0
Expenses
General and administrative 0 0 0
Total Expenses 0 0 0
Net Income 0 0 0
Beginning Retained Earnings (Deficit) (17,065,217) (17,065,217) (17,065,217)
Ending Retained Earnings (Deficit) ($17,065,217) ($17,065,217) ($17,065,217)
Weighted Average shares outstanding
during the period 4,109,646 4,109,646 4,109,646
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SEALIFE CORPORATION
Statement in Changes in Stockholders' Equity
For the quarter ended November 30, 2002
Retained
Preferred Stock Common Stock Additional Earnings Total
Shares Amount Shares AmountPaid-in-Capital (Deficit) Equity
______ _______ _________ _________ ___________ ____________ ______
May 31, 2002 0 $0 4,109,646 $411 $17,065,217 $17,065,217 $0
Net Income for year 0 0
November 30, 2002 0 $0 4,109,646 $411 $17,065,217 $17,065,217 $0
Net Income for year 0 0
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SEALIFE CORPORATION
Statement of Cash Flows
For the quarter ended November 30, 2002,
The period beginning June 1, 2002 ended November 30, 2002, and
The year beginning June 1, 2001 ended May 31, 2002
Beginning September 1, 2002 June 1 2002 June 1 2001
Ending November 30, 2002 November 30, 2002 May 31, 2002
----------------------- ----------------------- --------------
Cash Flows From Operating Activities
Net Income $ 0 $ 0 $ (1,400)
Preferred Stock issued for legal services 0 0 1,400
Total adjustments to Net Income 0 0 0
Net Cash Provided by Operating Activities 0 0 0
Cash Flows From Investing Activities
Net Cash Provided by Investing Activities 0 0 0
Cash Flows From Financing Activities
Proceeds from exercise of stock purchase warrants0 0 0
Net Cash Provided by Financing Activities 0 0 0
Net Increase in Cash 0 0 0
Cash, Beginning of Period 0 0 0
Cash, End of Period $ 0 $ 0 $ 0
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Item 2. Management Discussion
Fraser Realty Group, Inc. ("FRG"), a Delaware corporation, was the
successor to Fraser Mortgage Investments (the "Trust"), an unincorporated
association in the form of a business trust organized in Ohio under a
Declaration of Trust dated May 7, 1969. At a special meeting of the shareholders
of the Trust held on August 28, 1984, the shareholders approved a plan of
reorganization pursuant to which (1) all of the assets of the Trust were sold to
FRG, a corporation newly formed for the purpose of effecting the reorganization;
(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
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ordinary corporation, instead of a real estate investment trust, under the
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 investment 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 the 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 consisted of mortgage positions on improved and
unimproved land held by investors for development purposes. Accordingly, FRG's
investments in mortgage loans represented long-term assets with realization
dates dependent upon the equity holders' 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 noteholders. 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 then 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 past and
then 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 October 27, 1999 the Company entered into an Acquisition Merger
agreement with a private company, Motorsports USA, Inc. The Company also
affected 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.
In June 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.
While the Company has no assets, liabilities, or ongoing operations and has
not engaged in any business activities since 1990 it is believed that it may be
possible to recover value for the stockholders through the implementation of a
plan whereby the Company as a "clean public shell" effects a business
combination transaction with a suitable privately-held company that has both
business history and operating assets. See Item 5 herein.
There has been no activity in the company during the reporting period.
Item 3. Evaluation of Disclosure Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Our chief executive
officer and our chief financial officer, after evaluating the effectiveness of
the Company's "disclosure controls and procedures" (as defined in the Securities
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Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of a date (the
"Evaluation Date") within 90 days before the filing date of this quarterly
report, have concluded that as of the Evaluation Date, our disclosure controls
and procedures were adequate and designed to ensure that material information
relating to us and our consolidated subsidiaries would be made known to them by
others within those entities.
(b) Changes in internal controls. There were no significant changes in our
internal controls or to our knowledge, in other factors that could significantly
affect our disclosure controls and procedures subsequent to the Evaluation Date.
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PART II. OTHER INFORMATION
Item 5: Other Information
On December 20, 2002, the Company acquired 100% of the outstanding stock of
Sealife Corp. As a result of the acquisition of Sealife Corp., a Nevada
corporation, the control of the Registrant changed to the former shareholders of
Sealife Corp. Robert A. McCaslin now exercises control of the registrant. As of
January 21, 2003, Robert A McCaslin owns 3,000,000 shares of a total of
7,924,598 or 38% of the outstanding shares.
The registrant affected a 15 to 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 its 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, Chief
Financial Officer, Secretary and Director, and J.P. Heyes, Director.
This information has been reported to the Commission on Form 8K filed on
December 31, 2002.
Item 6. Exhibits and Reports on Form 8-K
Exhibit 99.1 Certification Pursuant to 18.U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10-QSB to be signed on its behalf by the undersigned, thereunto duly authorized.
January 21, 2003
SeaLife Corporation
By: /s/ Robert A. McCaslin
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Robert A. McCaslin, President
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CERTIFICATIONS
I, Robert A. McCaslin, certifies that:
1. I have reviewed this quarterly report on Form 10-QSB 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. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we 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 us 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 our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
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. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: January 21, 2003
By: /s/ Robert A. McCaslin
------------------
Robert A. McCaslin
President
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CERTIFICATIONS
I, John W. Vilagi, certifies that:
1. I have reviewed this quarterly report on Form 10-QSB 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. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we 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 us 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 our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
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. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: January 21, 2003
By: /s/ John W. Vilagi
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John W. Vilagi
Chief Financial Officer
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