UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
SEC File Number 000-13895
Cusip Number ______________
NOTIFICATION OF LATE FILING
(Check one)
[X] Form 10-K and Form 10-KSB [_] Form 20-F [_] Form 11-K
[_] Form 10-Q and Form 10-QSB [_] Form 10-D [_] Form N-SAR
[_] Form N-CSR
For period ended DECEMBER 31, 2005
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___ Transition Report on Form 10-K and Form 10-KSB
___ Transition Report on Form 20-F
___ Transition Report on Form 11-K
___ Transition Report on Form 10-Q and Form 10-QSB
___ Transition Report on Form N-SAR
For the transition period ended ___________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant SEALIFE CORPORATION
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Former name if applicable
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Address of principal executive office (STREET AND NUMBER) 5601 W. SLAUSON AVENUE
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City, state and zip code CULVER CITY, CALIFORNIA 90230
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12b25-1
PART II
RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
| (a) The reasons described in reasonable detail in Part III of
| this form could not be eliminated without unreasonable effort
| or expense;
| (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or
[X] | portion thereof will be filed on or before the 15th calendar
| day following the prescribed due date; or the subject
| quarterly report or transition report on Form 10-Q, 10-QSB,
| or portion thereof will be filed on of before the fifth
| calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period.
The Registrant's Form 10-KSB, for the fiscal year ended
December 31, 2005, could not be filed within the prescribed time period
because certain information and data relating to and necessary for the
completion of the Registrant's financial statements and management's
discussion and analysis of financial condition and results of
operations could not be obtained by Registrant within such time period
without unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
ROBERT A. MCCASLIN (310) 338-9757
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s). [X] Yes [_] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? [X] Yes [_] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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SEALIFE CORPORATION
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date 3/31/06 By /s/ Robert A. McCaslin
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Name: Robert A. McCaslin
Title: Chief Executive Officer and Chief Financial
Officer
INSTRUCTION. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal
criminal violations (SEE 18 U.S.C. 1001).
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PART IV - OTHER INFORMATION
(3) EXPLANATION OF ANTICIPATED CHANGE
The Registrant anticipates that, for fiscal year ended December 31,
2005 versus the twelve month period ended December 31, 2004, revenue will
increase approximately 25% and net losses from continuing operations will
decrease approximately 38%. The increase in revenue is attributable to increased
sales of our products. The decrease in net losses reflects a decrease in
compensation for legal services, business consulting and officers' wages during
the period.
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