UNITED STATES
                       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 Report (Date of earliest event reported)

                                  JUNE 30, 2005


                               SEALIFE CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE                      0-13895                  34-1444240
(State or other jurisdiction          (Commission              (IRS Employer
      of incorporation)               File Number)           Identification No.)


             5601 W. SLAUSON AVE., CULVER CITY, CALIFORNIA         90293
               (Address of principal executive offices)          (Zip Code)


       Registrant's telephone number, including area code: (310) 338-9757

         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

         |_|      Written   communications   pursuant  to  Rule  425  under  the
                  Securities Act (17 CFR 230.425)

         |_|      Soliciting material pursuant to Rule 14a-12 under the Exchange
                  Act (17 CFR 240.14a-12)

         |_|      Pre-commencement  communications  pursuant  to  Rule  14d-2(b)
                  under the Exchange Act (17 CFR 240.14d-2(b))

         |_|      Pre-commencement  communications  pursuant  to Rule  13e-4(c))
                  under the Exchange Act (17 CFR 240.13e-4c))





ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

         On  June  30,  2005,  we and  Barre  Rorabaugh,  the  President  of our
wholly-owned  subsidiary  Sealife Marine  Products,  Inc.,  entered into a First
Amendment  to that certain  Executive  Employment  Agreement  between us and Mr.
Rorabaugh dated June 15, 2004. The amendment provides Mr. Rorabaugh with a right
to additional  compensation  in the event that the proceeds he receives from the
sale of our shares of common stock  received as  compensation  are less than the
value of the  shares  (based on the  20-day  volume-weighted  average  price per
share) at the time of issuance.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits.

                  10.1     First Amendment to Executive  Employment Agreement by
                           and between SeaLife  Corporation and Barre Rorabaugh,
                           dated June 30, 2005.


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                                   SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


July 7, 2005                     SEALIFE CORPORATION


                                  /S/ ROBERT A. MCCASLIN
                                 -----------------------------------------------
                                 Robert A. McCaslin, Chief Executive Officer and
                                 Chief Financial Officer


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