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)
MAY 22, 2006
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 ct (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 2.01. RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS.
The disclosure provided under Section 8.01 - Other Events is
incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
On May 22, 2006, we determined that we would not be able to file our
Quarterly Report on Form 10-QSB by the filing extension date of May 22, 2006,
because we have not yet finalized our financial statements for our first quarter
ended March 31, 2006. We are working diligently to complete the Form 10-QSB but
are unable at this time to provide an expected date for the filing of the Form
10-QSB.
We currently anticipate that, for our first quarter ended March 31,
2006 versus the three month period ended March 31, 2005, our revenue will
decrease from approximately $36,052 to 25,775, and expenses from continuing
operations will decrease from approximately $806,090 to $399,914, reflecting a
decrease in revenues of approximately 28.5% and decrease in expenses of
approximately 50.4% between the comparable periods. The decrease in revenue is
attributable to decreased sales of our products. The decrease in expenses
reflects a decrease in compensation for legal services, business consulting and
officers' wages during the period ended March 31, 2006. We expect that our net
losses will decrease by approximately 50.8% to $388,604 for the three months
ended March 31, 2006, as compared to the three months ended March 31, 2005,
reflecting a decrease in compensation paid for legal services, business
consulting and officers' wages during the period.
Because our use of Form S-8 registration statements require that our
reporting under the Securities Exchange Act be current, until we file our Form
10-QSB, we will be unable to utilize our Form S-8 registration statements to
make equity-based awards to our eligible employees and consultants pursuant to
certain of our equity compensation plans, including our 2004 Stock Award Plan.
Because the preparation of our quarterly financial statements
continues, the accounting matters identified at this stage as well as the
potential impact of these matters on our financial statements remain preliminary
and are subject to change. As we continue the process of completing the
preparation of our financial statements for the three month period ended March
31, 2006, these and other material accounting issues may be identified which,
individually or in the aggregate, may result in material impairments to assets
and/or material adjustments to our financial statements.
FORWARD-LOOKING STATEMENTS
This current report on Form 8-K contains forward-looking statements
that involve risks and uncertainties. Forward-looking statements in this
document and those made from time-to-time by us are made under the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements concerning future plans or results are necessarily
only estimates and actual results could differ materially from expectations.
Certain factors that could cause or contribute to such differences are described
from time to time in the Company's filings with the Securities and Exchange
Commission, including but not limited to, the "Risk Factors" described in our
Annual Report on Form 10-KSB for the period ended December 31, 2005 and our
other SEC filings.
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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.
Mary 23, 2006 SEALIFE CORPORATION
/S/ ROBERT A. MCCASLIN
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Robert A. McCaslin, Chief Executive Officer and
Chief Financial Officer
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