1
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 February 28,2003
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 February 28, 2003, the issuer had a total of 7,758,806 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.
Financial Statements
Sealife Corp and Subsidiaries
(A Development Stage Company)
Consolidated Balance Sheet
Unaudited
ASSETS
5/31/02 8/31/02 11/30/02 2/28/03
Current Assets
Cash and Equivalents 21,663 18,306 15,316 12,659
Accounts Receivable - 1,270 10,241 65,481
Inventory - - - 13,000
Total Current Assets 21,663 19,576 25,557 91,140
Other Assets
Technology 1,335,309 1,335,309 1,335,309 1,335,309
Total Other Assets 1,335,309 1,335,309 1,335,309 1,335,309
Total Assets 1,356,972 1,354,885 1,360,866 1,426,449
L I A B I L I T I E S
Current Liabilities
Accounts Payable 200 444 6,463 463
Total Current Liabilities 200 444 6,463 463
Long Term Liabilities
Notes Payable 1,285,309 1,220,309 1,220,309 220,309
Total Long Term Liabilities 1,285,309 1,220,309 1,220,309 220,309
Total Liabilities 1,285,509 1,220,753 1,226,772 220,772
E Q U I T Y
Stockholders Equity
Serial Preferred Stock
Convertible $.0001 par value;
5,000,000 shares 200 200 200 -
authorized 2,000,000 shares outstanding at
November 20, 2002 and May 2002 respectively
Common Stock, Par Value $.0001
100,000,000 Shares Authorized, 5,439,146 Issued
and Outstanding at May 31, 2002
6,458,146 Issued and Outstanding at
Aug 31, 2002
6,491,846 Issued and Outstanding at
Nov 30, 2002
7,758,806 Issued and Outstanding at
Feb 28, 2003 544 646 649 776
Paid In Capital 17,146,628 17,230,526 17,264,223 1,453,516
(Deficit) accumulated during the
development stage (17,075,909) (17,097,240) (17,130,978) (248,614)
------------ ----------- ---------- -----------
Total Equity 71,463 134,132 134,094 1,205,677
Total Liabilities and Equity 1,356,972 1,354,885 1,360,866 1,426,449
Sealife Corp and Subsidiaries
(A Development Stage Company)
Consolidated Statement of Operations
Unaudited
For The Periods
December 1, 2002 to February 28, 2003,
September 1, 2002 to
February 28, 2003 and
June 1 to February 28, 2003
from from from
12/1/02 9/1/02 6/1/02
to to to
2/28/03 2/28/03 2/28/03
Revenues 16,467 37,770 37,770
Cost of Sales 39,672 66,312 76,395
Gross Profit (23,205) (28,543) (38,626)
Expenses
Sales and Marketing 7,756 21,591 23,188
General and administrative 153,291 167,858 177,509
Total expenses 161,048 189,449 200,697
Net (Loss) (184,253) (217,991) (293,322)
Net (Loss) Per Share (0.02)* (0.03)* (0.03)*
Weighted Average Number of 7,365,306 7,125,326 6,902,933
Common Shares Outstanding
* less than $.01 per share
Sealife Corp and Subsidiaries
(A Development Stage Company)
Consolidated Statement of Cashflows
Unaudited
For The Periods
December 1, 2002 to February 28, 2003,
September 1, 2002 to February 28, 2003 and
June 1 to February 28, 2003
from from from
12/1/02 9/1/02 6/1/02
to to to
2/28/03 2/28/03 2/28/03
Cash Flows from Operating Activities
Net ( loss) $ (184,253) $ (217,991) $ (239,322)
Adjustments to reconcile net loss to
net cash used by operating activities:
Common stock issued for services 120,000 120,000 120,000
Contributed capital - - -
Changes in operating assets and liabilities:
Decrease (increase) in Accounts Receivable (55,240) (64,211) (65,481)
Decrease (increase) in Inventory (13,000) (13,000) (13,000)
Increase (decrease) in accounts payable - - -
Net Cash (Used) by Operating Activities $ (132,493) $ (175,202) $ (197,803)
Cash Flows from Investment Activities
Decrease (increase) in Other Assets - - -
Increase (decrease) in notes payable (1,006,000) (999,981) (1,064,737)
$(1,006,000) $ (999,981) $(1,064,737)
Cash Flows from Finance Activities
Proceeds from sale of common stock 1,135,837 1,169,537 1,253,537
Net Cash Provided by Financing Activities 1,135,837 1,169,537 1,253,537
Net Increase in Cash (2,656) (5,647) (9,004)
Cash at Beginning of Period 15,316 18,306 21,663
Cash at End of Period 12,659 12,659 12,659
Supplemental Cash Flows Information
Common stock issued in a stock exchange for
consideration to be received $ - $ - $ -
Sealife Corp and Subsidiaries
(A Development Stage Company)
Statement of Stockholders' Equity
February 28, 2003
Unaudited
Retained
Preferred Stock Common Stock Paid-in Contributed Earnings
Shares Amount Shares Amount Capital Capital (Deficit) Total
Balances, May 31, 2002 2,000,000 200 5,439,146 544 $17,146,628 $- $(17,075,909) $71,463
Issuance of stock at
$1.00 per share - - 19,000 2 18,998 19,000
Issuance of stock at
$.0065 per share 1,000,000 100 64,900 65,000
Net (loss) for the period (21,331) (21,331)
Balances, August 31, 2002 2,000,000 $200 6,458,146 $646 $17,230,526 $- $(17,097,240) $134,132
Issuance of stock at
$1.00 per share - - 27,200 3 27,197 27,200
Issuance of stock at
$1.00 per share 6,500 1 6,499 6,500
Net (loss) for the period (33,738) (33,738)
Balances, November 30, 2002 2,000,000 $200 6,491,846 $649 $17,264,223 $- $(17,130,978) $134,094
Cancellation of
Preferred Stock (2,000,000) (200) 200 -
Record 15 to 1
Stock Reversal (3,673,540) (367) 973 606
Issuance of stock at
$.0001 per share 2,250,000 225 225
Issuance of stock at
$.08 per share 1,500,000 150 119,850 120,000
Issuance of stock at
$1.00 per share 1,000,000 100.00 999,900 1,000,000
Issuance of stock at
$1.00 per share - - 125,000 13 124,997 125,000
Issuance of stock at
$1.00 per share 10,000 1 9,999 10,000
Issuance of stock at
$.0001 per share 50,000 5 5
Issuance of stock at
$.0001 per share 5,500 1 1
(17,066,011) 17,066,011 -
Net (loss) for the period (184,253) (184,253)
Balances, February 28,2003 - $- 7,758,806 $776 $1,453,516 $- $(248,614) $1,205,677
Sealife Corp and Subsidiaries
(A Development Stage Company)
Consolidated Balance Sheet
Details of Consolidation
February 28, 2003
SeaLife SeaLife SeaLife
Corp Corp Marine
Total Eliminations (Delaware) (Nevada) Company Proterra
ASSETS
Current Assets
Cash $12,659 $(5) $5 $2,121 $255 $10,283
Other receivable 65,481 29,996 19,485 16,000
Receivables due from subsidiaries - 158,771 (98,455) (60,316)
Inventory 13,000 - - 13,000
91,140 (5) 5 190,887 (78,714) (21,033)
Other Assets
Technology 1,335,309 - - 1,335,309 -
Investments - - -
1,335,309 - - 1,335,309 - -
$1,426,449 $(5) $5 $1,526,196 $(78,714) $(21,033)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable 444 $444 $- $-
444 - - 444 - -
Long-Term Debt 220,328 220,309 - 19
Total Liabilities 220,772 - - 220,753 - 19
Stockholders' Equity
Common stock 776 (411) 411 776
Preferred stock - (200) 200
Additional paid capital 1,453,516 (17,066,011) 17,066,011 1,453,516 - -
Deficit accumulated (248,614) 17,066,617 (17,066,617) (148,849) (78,714) (21,051)
1,205,677 (5) 5 1,305,443 (78,714) (21,051)
$1,426,449 $(5) $5 $1,526,196 $(78,714) $(21,033)
See accompanying notes to financial statements
Sealife Corp and Subsidiaries
(A Development Stage Company)
Consolidated Balance Sheet
Details of Consolidation
SeaLife SeaLife SeaLife
Corp Corp Marine
Total Eliminations (Delaware) (Nevada) Company Proterra
Sales $37,770 $- $- $- $10,000 $27,770
Cost of sales 76,395 - - - 41,370 35,025
Gross Profit (38,626) - - - (31,370) (7,256)
Sales and Marketing 24,685 - 6,500 11,947 5,827
General and administrative 185,715 - - 142,349 35,397 7,969
209,989 - 148,849 47,344 13,796
Operating loss (248,614) - - (148,849) (78,714) (21,051)
Other income - - - - - -
Other expenses - - - - - -
Loss before taxes (248,614) - - (148,849) (78,714) (21,051)
Tax provisions - - - - - -
NET LOSS $(248,614) $- $- $(148,849) $(78,714) $(21,051)
See accompanying notes to financial statements
The following accounting principles and practices of Sealife Corp (the Company)
are set forth to facilitate the understanding of the data presented in the
financial statements.
1. GENERAL
-------
BASIS OF PRESENTATION - Sealife Corp Integrated Enterprises, Inc. (formerly
Integrated Enterprises, Inc., formerly Fraser Realty Group, Inc. -FRG) a
Delaware corporation, 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, incurred further losses. FRG has
been inactive since 1990 and has not conducted any business since that time. On
August 4, 1998, acting in his capacity as Chairman of the Board and President
and with first receiving the consent, approval and authorization of FRG's Board
of Directors, Roger A. Kimmel, Jr. filed with the State of Delaware, Secretary
of State, Division of Corporations, a Certificate For Renewal and Revival of
Charter and thereby effected a renewal, revival and restoration of the Company's
Certificate of Incorporation pursuant to Section 312 of the General Corporation
Law of Delaware. Thereafter on August 26, 1998 an Omnibus 10-K for the fiscal
years ending May31, 1990 through 1998 was filed with the Securities and Exchange
Commission of the Federal Government. 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. 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 share 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.
On December 20, 2002 the registrant acquired 100% of the issued and outstanding
shares of SeaLife Corp, a Nevada Corporation in exchange for 2,524,200 post
reverse split shares of the Registrant's common stock.
The registrant affected a 15 for 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 it 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, Secretary and
Director and J.P. Heyes, Director.
As a result of the acquisition of SeaLife Corp. a Nevada corporation the control
of the Registrant shifted to the former shareholders of SeaLife Corp. Robert A.
McCaslin now exercises control of the registrant. Mr. Robert A. McCaslin owns
3,000,000 shares of a total 7,758,806 or 39% of the total outstanding shares.
PER SHARE AMOUNTS - Per share amounts are computed based on the weighted average
number of common shares outstanding for each period. Shares issueable upon
exercise are not included in the computation since their effect would be
antidilutive.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid debt
instruments with an original maturity of three months or less to be cash
equivalents.
DESCRIPTION OF SECURITIES Common Stock General. The Company is authorized to
issue 100,000,000 shares of Common Stock, $.0001 par value per share. The
holders of the Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors, out of funds legally available therefor. In
the event of liquidation, dissolution or winding up of the Company, the holders
of the Common Stock are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after
provision has been made for each class of stock, if any, having preference over
the Common Stock. The holders of the Common Stock as such have no conversion,
preemptive or other subscription rights and there are no redemption provisions
applicable to the Common Stock. Voting Rights. The holders of the Common Stock
are entitled to one vote for each share held of record on all matters to be
voted on by stockholders. There is no cumulative voting with respect to the
election of directors, with the results that the holders of shares having more
than fifty percent (50%) of the votes for the election of directors can elect
all of the directors. Dividend Policy. To date, the Company has not paid any
dividends on its Common Stock. The payment of dividends, if any, in the future
is within the discretion of the Board of Directors and will depend upon the
Company's earnings, its capital requirements and financial condition and other
relevant factors. The Board does not intend to declare any dividends in the
foreseeable future, but instead intends to retain all earnings, if any, for use
in the Company's business operations.
OTHER EVENTS The registrant affected a 15 for 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 it 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, Secretary and
Director and J.P. Heyes, Director.
SeaLife Corporation (" the Company "), a Nevada company, was incorporated on
January 21, 2002. The Company's registered office is at 2164 North Glassell
Street, Orange CA 92865. The Company is in a development stage and has not
generated any income (see Note 3, Development Stage).
The Company is in a marine paint business. It's first marketed product is under
the brand name of (SeaLife 1000TM). Sealife 1000 is competitive, as it protects
hulls of ships longer than other normal paints. It does not require a primer
coat and is environmentally friendly. Sealife 1000 is anti-foul coating
authorized to be labeled environmentally compatible by the US Environment
Protection Agency ("EPA"). Other products include ("Sealife 2000TM and Sealife
3000TM") are in the Research & Development ("R & D") stage. (see Note 2f,
Technology)
2. ACCOUNTING POLICIES AND PRACTICE
-----------------------------------
A) FISCAL YEAR ENDING MAY 31
The Company's fiscal year ends on May 31 of the year.
B) BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of the
Company and its subsidiary. The Company accounted for the consolidation using
purchase method, in accordance with the Statement of Financial Accounting
Standards ("SFAS") No. 141, Business Combinations (see Note 1, General). All
significant inter-company accounts and transactions, if any, have been
eliminated in consolidation.
C) USE OF ESTIMATES
The preparation of the financial statements, are in conformity with generally
accepted accounting principles, requires management to make necessary estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Management believes that the estimates and
assumptions used in the preparation of the financial statements are appropriate
to properly reflect the operations of the Company. Actual results could differ
from these estimates.
D) CASH AND CASH EQUIVALENTS
The balance on this account reflects all cash deposit of both the Company and
its subsidiaries SeaLife Marine Products Inc and Proterra Technologies, Inc.
("SeaLife Marine" see Note 9, subsidiary) in the banks.
E) ASSET PURCHASE
SeaLife Marine ("Buyer") entered into an asset purchase agreement to acquire the
technology, formula adopted in the production of coating from outside parties,
(G. Himmah, Ecosys International Co, Aspen Laboratories Inc and SeaLife Marine
Coatings, collectively referred to as "Seller" on December 31, 2002. The
purchase price is $1,335,309, which is to paid in the form of cash of $115,000
with the remaining balance to be paid in a corporate note of $1,220,309 over a
10 year period. The corporate note is to be paid based on the Company's sales,
i.e. at 5% of the first three million ($3,000,000) of sales, and at 2.5% on the
sales in excess of the first three million until the amount is paid in full. The
note payment shall be paid monthly, which is 30 days after the end of each
month. The note is with a interest rate of 7% per annum. The note may be
converted at the option of the buyer to the common stock of the Company at a
conversion price, which is equivalent to 80% of market price, based on the
average bid price for the last 30 days of intended conversion period. Under this
purchase agreement, the seller grants, sells and assigns to the buyer the
followings:
1) Patents, patent application rights for EPA registration number 70214-1 and
all modifications, enhancements and improvements thereon.
2) All rights in perpetuity, including but not limited to SeaLife 1000,
SeaLife 2000 and SeaLife 3000 (see Note 2f) present and future marine
coatings and all modifications, variations, enhancements and improvements
thereon.
3) Seller appoints the buyer with full power to:
a) Enforce and protect all rights, licenses, privileges or property
granted hereunder any and all patents therein.
b) Prevent or terminate any infringement or other violation or any
threatened infringement.
c) Join buyer as a party plaintiff or defendant in any suit or proceeding
in the discretion of buyer.
F) TECHNOLOGY
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 test results.
SeaLife 2000 is a water based, anti-fouling coating for submerged marine use.
Test results indicated its high quality acrylate dispersions which may make the
product suitable for ships as both superstructure and submerged anti-fouling
coating. SeaLife 2000 is currently under a R & D stage at the present time.
SeaLife 3000 is a water based coating with a state of the art anti-rust
additives for the above water application. Test results indicated that this
coating has demonstrated exceptional fireproof characteristics. The coating may
be of a choice for military applications. SeaLife 3000 is at an R &
D stage at the present time.
G) AMOUNT DUE TO A DIRECTOR
The account balances represent the amount due to one of the Directors of
the company, J. Vilagi in 2002.
I) RESEARCH AND DEVELOPMENT ("R & D") EXPENSES
R & D expenses are the expenses incurred in developing new products, such as
SeaLife 2000 and SeaLife 3000.
J) INCOME/REVENUE RECOGNITION
The Company is in development stage (see Note 3, Development Stage) and has not
started its principal operations. As a result, there is no income/revenue
recognized, at the present time.
K) TAXES
The Company has not begun its principal operations and has not generated any
operating profit for the period ended February 28, 2003. In addition, the
Company has not incurred salaries expenses at the present time (see Note 7,
Related Party Transaction). Therefore no federal taxes provision is required.
3) DEVELOPMENT STAGE
------------------
According to the SFAS No. 7, Accounting and Reporting by Development stage
Enterprises, the Company is classified as a development stage entity, as it
meets two (2) basic criteria: 1) the Company devotes most of its activities to
establishing a new business; and 2) its principal activities have not yet
commenced.
4) MAJOR CUSTOMERS
----------------
Since the Company is a development stage and has not commenced its activities,
it does not have any customers for the period ended on December 31, 2002.
5) STOCK AND SHAREHOLDERS
------------------------
The Company has one (1) class of equity common shares. There are authorized
common shares with par value of US$0.0001 per share. There are 100,000,000
common shares authorized, of which 7,758,806 shares are issued and outstanding
as of February 28, 2003.
6) INFLATION
---------
It is believed that inflation has not had a material impact on the Company's
business in recent years. If severe inflation incurred, it may have an
un-favorable impact to operation of the Company.
7) RELATED PARTY TRANSACTION
---------------------------
The Company is controlled by three (3) major shareholders, R. McCaslin, J. P.
Heyes, and J. Vilagi, who are also the Directors of the Company. These three
shareholders elected that their salaries be waived and take no salaries at
the present time. In addition, the Company established a wholly owned subsidiary
SeaLife Marine Products, Inc. (see Note 9, Subsidiary), any transactions with
SeaLife Marine Products, Inc. would be deemed as a related party transaction.
8) CONSULTING AGREEMENT
---------------------
During the period, the Company entered into a consulting agreement with Mr. G.
Himmah, the previous owner of acquired technology (see Note 2f), for his advice
in the use and improvement of the acquired technology. The period of the
consultancy is from January 1, 2003 to September 1, 2007. The consultant shall
receive $10,000 per month, with the first payment being made in January 2003.
9) SUBSIDIARIES
------------
On February 4, 2002, the Company has organized a wholly owned subsidiary,
SeaLife Marine Product Inc., a California company.
On July 31, 2002, the Company has organized a wholly owned subsidiary, Proterra
Technologies Inc., a California company.
10) GOING CONCERN
--------------
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in (see Note 3,
Development Stage) to the financial statements, the Company has not commenced
its operations or generated income that raise doubts about its ability to
continue as a going concern.
11) CONVERSION OF NOTE
--------------------
On the issuance date of this report, Mr. Himmah elected to accept 1,000,000
shares of the Company's common stock as payment of one million dollars on the
asset purchase (see Note 2e, Asset Purchase).
Item 2. Management Discussion
On December 20, 2002 the registrant acquired 100%of the issued and
outstanding shares of Sealife Corp., a Nevada corporation in exchange for
2,524,200-post reverse split shares of the Registrant's common stock. Sealife
Corp., (Sealife) a Nevada Corporation, was incorporated on January 21,2002 and
its wholly owned subsidiary Sealife Marine Products, a California Corporation,
was incorporated on February 6,2002. On June 30,2002 Sealife Marine Products
acquired the technology (formulas, copyrights, trademarks, and EPA registrations
to a "next Generation" anti-fouling submerged marine coating). This new coating
is not toxic and compatible with marine plant and animal life. The purchase
price was $1,335,309 the terms of purchase were a down payment of $115,000,
which has been paid, and the balance of $1,220,309 paid by a promissory note.
The promissory note earns interest at a rate of 7% per year and the note
contains the following provisions:
The principal amount shall be paid as follows: Computed on an annual basis 5% of
the first three million dollars of sales and 2.5% of the excess over three
million dollars in sales of the company will be paid to holder monthly. The
payment shall be paid 30 days after the end of the monthly period. In the event
that the above payment schedule does not pay the note in full by June 30,2012
the unpaid balance will be due on June 30,2012
The note contains a provision for the holder of the note to convert the unpaid
balance to common stock of the company based on 80% of the average of the last
quoted closing bid price for the 30 day period ending ten days prior to the
conversion date.
On January 6,2003 Gael Himmal the holder of the note and the board of directors
of the registrant mutually agreed to convert $1,000,000 of the note into
1,000,000 shares of common stock of the company. Sealife Marine Coasting also
entered into a five-year consulting agreement with Gael Himmah the developer of
the paint product.
The consulting agreement provides for ongoing technical support to assist the
company in complying with various governmental regulations and constant
improvements in the products. Mr. Gael Himmal will receive a fee of $10,000 per
month for his services.
Sealife's first product, SeaLife 1000, provides a unique anti-shell, anti-algae,
anti-fungus, anti-rust coating with results far superior than other anti-fouling
coatings on the market. Competitors' ablative and abrasive anti-foul paints are
enviro-toxic. They are formulated to leach biocides into the water to kill
marine life. They require labor-intensive hull preparation and application
procedures, limited useful life and excessive out-of-water time. Their
environmentally toxic dispersions, being harmful to the marine environment,
invite public relations problems. Sealife 1000 has none of these negatives. It
is designed to be harmless to marine life, requires only minimal pre-paint hull
preparation, is easy to apply, has double the useful life and minimal down time.
SeaLife 1000 is non-ablative, i.e. it does not rely upon its surface coat
integrity wearing away by through-water friction nor does it rely on leaching of
its active ingredient to perform its anti-foul characteristics. The proprietary
binding agents in SeaLife 1000 reduce leaching or through-water ablative action
to nearly no-detect levels.
When SeaLife's organic copper complex comes in contact with water, reactive
hydrolysis of its proprietary ingredients begins which microscopically expands
and smoothes the SeaLife coating over the ship's underwater hull surfaces. This
results in an undersea hull surface that becomes more uniformly smooth than when
it was painted.
This hydraulic smoothing of SeaLife 1000 greatly reduces the uneven surfaces
such as cracks, chips, dents, ridges, hull-plate seams and rivets customarily
found on ships' hulls. These uneven surfaces are where plant and shell growth
first attach to underwater hulls. The SeaLife 1000-coated surfaces also become
extremely slippery when immersed in water, another effect of organic copper
complex reactive hydrolysis.
Traditional anti-foul paint does not form this silky smooth surface. Barnacles
and plants readily attach to the hulls of these ships, starting in locations of
uneven surfaces and, as they find a secure host, migrating outward across the
hull surfaces. Such plant and shell growths slow ships' speed, increase fuel
and re-paint costs and shorten engine life.
Traditional anti-foul paints rely upon toxic levels of active ingredients, i.e.
tin, copper, arsenic, etc., leaching into the water and killing or repelling
unwanted marine plant and shell growth. SeaLife 1000 relies upon this "next
generation" technology that neither kills nor repels marine plant and shell
growth.
Unwanted marine plant and shell organisms simply find the extremely smooth and
slippery surfaces coated with SeaLife 1000 to be an unsuitable host, so they go
elsewhere.
An additional feature of SeaLife 1000's extraordinary anti-foul characteristics
was derived from understanding sea life, both animal and plant, seek surfaces
that are supportive of a biologically active environment. They naturally reject
surfaces that will not support it or are less biologically hospitable. SeaLife
Marine's below water coatings present biologically inhospitable host surfaces
for sea life that neither repel nor harm marine life. They merely offer
surfaces that are less attractive to sea life than other surfaces within their
environment. The combination of an extremely smooth and slippery underwater
hull prevents marine plant and shell growth from attaching to it.
The smoothing and slipperiness resulting from reactive hydrolysis plus the
biologically-formulated inhospitable surface is the key to SeaLife 1000's
Anti-foul characteristics.
Unlike other vinyl-based paints which are hard, inflexible and brittle, SeaLife
1000's structure is more like leather: tough, hard, and flexible with a silky
smooth surface. This is a significant advance in environmentally safe anti-foul
technology.
SeaLife 1000 requires only minimal pre-paint hull preparation, is easy to apply,
allows minimal down time and has at least double the useful life of competitors'
marine coatings.
A SeaLife 1000 painted hull can be returned to the water the same day it is
painted.
SeaLife 1000 has a low VOC (volatile organic compound) rating of 260 grams per
liter, well below the EPA recommended maximum of 300 g/l and far below the VOC
ratings of most anti-foul paints. Additionally, it has an extremely high
ignition temperature of 9470F which makes this product much safer to ship,
handle and store.
Most competitors' anti-foul marine coatings use coatings with high percentages
of copper or the highly toxic TBT (Tributyl Tin). SeaLife Marine Coatings would
not consider using TBT and uses only low concentrations of non-metallic copper
it is formulations. SeaLife 1000's active ingredient, cuprous oxide, is in low
concentration (39%), is firmly fixed in the paint and does not emit harmful
levels of leachates. Its dispersion rate, almost non-detectable, is comparable
to trace levels of copper in clean sea water or copper levels leached from the
copper pipes in a home's potable water system.
Field tests using SeaLife 1000 have consistently demonstrated that hulls and
other submerged surfaces treated with these coatings provide long-term
resistance to algae, fungus, shell growth and rust without harming marine life.
SeaLife Marine is confident its marine coatings represent a significant
breakthrough in environmental anti-fouling technology.
Ten years in development, tested extensively around the world, SeaLife 1000
protects hulls years longer than most anti-foul paints, costs less, dries
faster, is easier to apply, does not require a primer coat, and is
environmentally safe. That's an unbeatable combination of quality, performance,
value and enviro-safe technology. SeaLife 1000 is perhaps the only anti-foul
coating authorized to be labeled "environmentally compatible" by the EPA.
Sealife has two anti-fouling coatings, one solvent-based, one water-based, and a
water-based topside coating, all formulated for use on ships and structures that
are exposed to a marine environment. SeaLife Marine Coatings can be applied to
nearly all surfaces including wood, fiberglass, steel and aluminum. It has been
applied with great success to buoys at sea, aqua farm nets, undersea gratings,
pilings, or any submerged surface requiring protection from fouling. The SeaLife
family of products includes:
SeaLife 2000: A water-based, anti-fouling coating for submerged marine use. Due
to the absence of petroleum distillates in its formulation, SeaLife 2000 has a
highly desirable zero (0) VOC (volatile organic compounds) rating. Its highest
quality acrylate dispersions make this product suitable for ships as both
superstructure and submerged anti-fouling coating. SeaLife 2000 is currently
under research and development.
SeaLife 3000: A water-based coating with anti-rust additives for above-water
use. As this coating has demonstrated exceptional fireproof characteristics, it
is the coating of choice for military applications. SeaLife 3000 is currently
under research and development.
Competition:
Most competitors' products contain, arsenic, tributyl tin, copper, lead,
mercury, pesticides, silicones or toxic materials. Sealife's extensive research
indicates that SeaLife Marine Coatings are non-toxic, non-pathogenic and
compatible with the environment with no known hazards to marine life.
One enormous limitation competitors have is their bottom coating product's
limited effective life. Most competitive products recommend repeat coating
within twelve to eighteen months. SeaLife 1000 is typically effective from four
to seven years, more than twice the life of similar anti-fouling coating
products. Additionally, most competitive products recommend at least two or more
coats while SeaLife 1000 is effective using only one coat on most hulls.
Most competitors' anti-foul coatings rely upon ablative technology where the
active anti-foul ingredients leach into the ocean at a measured rate. This
results in their anti-foul qualities continually decreasing. They're coated
surfaces may appear well painted but their anti-foul characteristics have
deteriorated. SeaLife 1000 does not rely upon leaching which allows this product
to maintain the same high quality anti-foul characteristics over the life of the
paint.
Market research indicates that SeaLife can supply bottom-coating for prices
at or below existing competitors' prices and still provide a substantial
profit margin. SeaLife Marine Coatings is able to offer coating paints in all
popular colors.
Sealife initially will outsource manufacture of our paints at high quality
manufacturing facilities throughout the United States. SeaLife Marine Coatings
technical personnel will supervise quality control.
Patents and trademarks:
Sealife has chosen not to patent the manufacturing formula for its paints. When
a patent is filed it requires the disclosure of all processes and formulas
required to manufacture the product. Due to improbability of a competitor
"reverse engineering" the SeaLife Marine formulas and the problems inherent with
the ease of patent formula availability to potential competitors worldwide,
Sealife has elected trade secret protection of its formulas. Trade secret
protection is the method of choice of successful companies such as Coca-Cola and
Kentucky Fried Chicken. Sealife owns formulas and proprietary supplies and
sources that are special and unique to its products. Sealife has elected to
maintain the security of these invaluable assets as trade secrets.
Marketing Plan:
Sealife expects to reach prospective customers utilizing an attractive web site
with information relative to product advantages, price and distributor
availability, direct mail (personal and business to business), selected magazine
advertising, extensive public relations campaigns to create branding and a
direct technically oriented sales force.
SeaLife Marine Products intends to recruit and employ an experienced marketing
and sales manager whose primary focus will be to introduce SeaLife Marine
products worldwide to ship chandlers, shipyards, retail outlets and builders and
to pursue worldwide licensing agreements with established marketing and
manufacturing entities.
Sealife's initial outlets will be distributors and select retailers located in
key areas throughout the world. Product shipments are anticipated to begin from
a single production/warehouse facility in the U.S. Future expansion involves
adding other distribution locales (i.e. Asia and Europe) as a sales volume
requirement dictate.
The pricing of these products is highly competitive while the shipping expense
will remain minimal. It is the Sealife's belief that it will achieve a
substantial penetration of the bottom coating market within six months while
achieving profitability by the end of our first year.
Product Testing
Sixty tests involving SeaLife 1000 anti-foul paint are being conducted around
the world, including Sweden, Norway, Singapore, China, and Canada. These Tests
include: cruise ships, ferryboats, Navy testing, outboard motors, yachts,
recreational boats and aqua farming nets. Recent articles published about
SeaLife 1000 in Practical Sailor, the Road and Track for boats, indicate that
SeaLife1000 performs on par with the large and established anti-foul paints,
without harming the environment, few companies, if any, can claim this title.
T.R.Wilbury Laboratories, Inc., a highly regarded independent laboratories in
the United States, conducted the study with the objective to determine the
release rate of copper from SeaLife 1000 antifouling paint in synthetic
seawater. The data was intended for use with models that predict environmental
concentration and assess environmental risk.
The test was modeled after ASTM D6442-99: Standard Test method for Copper
release Rates of Antifouling Coatings System in Sea Water. SeaLife1000 release
rate was significantly lower than any other paint tested. The company has
received approval from the Unite States Federal Environmental Protection Agency.
The company has applied to the State of California Environmental Protection
Agency. The approval process is now pending. California EPA approval will open
up the largest retail market in the United States, if not the world for Sealife
1000 anti foul paint. Environmental protection agency approvals are also pending
in several European Countries.
ProTerra
The company is also conducting tests on a new product called Proterra soil
rescue. Protera soil rescue is a biotechnology product that improves plant and
tree growth.
ProTerra technologies, Inc. has received purchase orders for large scale
application and testing in six countries including, Italy, Switzerland, South
Africa, Belgium, Spain, Germany, France and the UK.
Other tests currently underway include; golf greens, row crops, polo fields,
trees, horse pastures and driving range. In all cases, the results have been
outstanding. Success in these areas can be leveraged into global sales, with
potential annual revenue into the millions of dollarsProTerra products will
generate on average, in annual sales, approximately $160.00 per acre treated.
Bob Boldt, Senior PGA Tour Player and Course Designer, said of ProTerra "The use
of Pro Terra Soil Rescue has been an unbelievable experience, in just one season
sand and limestone areas that would not grow grass are now blooming and our
water usage is decreasing. Our walnut trees that were tagged for removal have
now produced more walnuts than ever. The tree replacement of over 56 trees
throughout the course has had a 0-loss factor using ProTerra. This is our first
full year in using SeaLife's Pro Terra and I am astonished at the results."
SeaLife Corporation is currently in discussions with several large distributors
to handle our line of innovative, environmentally friendly products, which could
provide SeaLife Corporation global reach into the global and growing market for
environmentally compatible products that work.
Operating Results For the Three Months Ended February 28, 2003
For the three months ended February 28, 2003, the Company has revenues of
$16,467. The Company's cost of sales were $39,672 resulting in a gross profit of
($23,205).
Expenses were $161,048 for the three months ended February 28, 2003 which were
composed of sales and marketing expenses of $7,756 and general and
administrative expenses of $153,291.
Net loss was ($184,253) for the three months ended February 28, 2003 and the net
loss per share was ($.02) per share.
Operating Results For the Six Months Ended February 28, 2003
For the six months ended February 28, 2003, the Company had revenues of $37,770.
The Company's cost of sales were $66,312 resulting in a gross profit of
($28,543).
Expenses were $189,449 for the six months ended February 28, 2003 which were
comprised of sales and marketing expenses of $21,591 and general and
administrative expenses of $167,858.
Net loss was ($217,991) for the six months ended February 28, 2003 and the net
loss per share was ($.03).
Operating Results For the Nine Months Ended February 28, 2003.
For the nine months ended February 28, 2003, the Company had revenues of
$37,770. The Company's cost of sales were $76,395 resulting in a gross profit of
($38,626).
Expenses were $200,697 comprised of sales and marketing expenses of $23,188 and
general and administrative expenses of $177,509.
Net loss was ($293,322) or ($.03) per share.
Liquidity and Capital Resources
For the quarter ended February 28, 2003, the Company has not generated positive
cash flow from its own operations due to the preliminary nature of such
operations and expenditures to build the appropriate infrastructure to support
its expected growth. The Company's operations have been financed by a note in
the amount of $1,220,309, of which $1,000,000 was converted into our common
stock
The Company is taking steps to raise equity capital. There can be no assurance
that any new capital will be available to the Company or that adequate funds for
the Company's operations, whether from the Company's revenues, financial
markets, or other arrangements will be available when needed or on terms
satisfactory to the Company. The Company has no commitments from officers,
directors or affiliates to provide funding. The failure of the Company to obtain
adequate additional financing may require the Company to delay, curtail or scale
back some or all of its operations. Any additional financing may involve
dilution to the Company's then-existing stockholders.
Without additional capital funding, the Company believes it can operate at its
current level of liquidity for approximately twelve months.
Item 3.Evaluation of Disclosure Controls and Procedure
(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 Exchange Act of 1934 Rules 13a-14(c) and 15-d-14c as of
a date (the "Evaluation Date') within 90 days before the filing date of
this quarterly report, have concluded that a 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.
Part II Other Information
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On January 5,2003 the company issued 1,000,000 shares of common stock to Gail
Himmah as payment of $1,000,000 on the promissory note to Gael Himmah. We
believe that this transaction was exempt from registration pursuant to Section
4(2) of the Securities Act as the recipient had sufficient knowledge and
experience in financial and business matters that it was able to evaluate the
merits and risks of an investment in the Company, and since the transaction was
non-recurring and privately negotiated.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None/ not Applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None/ not Applicable.
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 7,758,806
or 38% of the outstanding shares.
On August 7,2002 the company organized a new 100% owned subsidiary named
Proterra Technologies, Inc. the company plans to market bio technology products
that have been developed by Gael Himmah and others. These products have been
developed as by products of the development of the Sealife coating products.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a)Exhibits
2.1(1) Exchange Agreement
3.1(1) Articles of Amendment to the Articles of Incorporation
10.1 Consulting Agreement with Gael Himmah
10.2 Asset Purchase Agreement
10.3 Promissory Note
99.1 Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350
Filed as Exhibits to the Form 8-K filed on December 31, 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SEALIFE CORPORATION
Date: April 18, 2003
By: /s/ Robert McCaslin
---------------------
Robert McCaslin
Chief Executive Officer
Certifications
Robert A. McCaslin Certifies as President of SeaLife Corporation 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
statements 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 Art Rules 13a-14 and 15d-14) for the registrant and we have;
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 date 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: April 18,2003
By: /S/ Robert A. McCaslin
-------------------------------
Robert A. McCaslin
President
John W. Vilagi Certifies as Chief Financial Officer of SeaLife Corporation 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
statements 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 Art Rules 13a-14 and 15d-14) for the registrant and we have;
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 date 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: April 18,2003
By:/s/ John W. Vilagi
- ---------------------
Name: John W. Vilagi
Title: Chief Financial Officer
EXHIBIT 10.2
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into, and
effective June 30, 2002, by and between GAEL HIMMAH, doing business as ASPEN
LABORATORIES, ECOSYS INTERNATIONAL, and SEALIFE MARINE COATINGS ("Seller") and
SEALIFE MARINE PRODUCTS, INC., a California corporation, whose place of business
is 2164 N. Glassell Street, Orange, CA 92865 ("Buyer").
RECITALS
A.WHEREAS, Seller is interested in selling rights to certain products developed
by the Seller (the "Assets");
B. WHEREAS, Buyer believes that the purchase of the assets of Seller will
complement its current business;
C. WHEREAS, the parties wish to consummate the sale of the assets pursuant
to the terms of this Agreement.
ARTICLE I
---------
For good and valuable consideration, receipt of which is acknowledged, Geal
Himmah doing business as Ecosys International, Aspen Laboratories and SeaLife
Marine Coatings grants, sells and assigns to SeaLife Marine Products, Inc.:
A. All rights of every kind and nature in perpetuity throughout the universe,
including, without limitation, patents, patent application rights, for U.S.
Environmental Protection Agency registration number 70214-1, and all
modifications, enhancements and improvements thereon.
B. All rights of every kind and nature in perpetuity through the universe,
including without limitation, all products, including but not limited to
SeaLife 1000, SeaLife 2000 and SeaLife 3000, present and future marine
coatings products below and above the water line, and all modifications,
variations, enhancements and improvements thereon.
ARTICLE II
----------
Seller appoints Buyer, its successor, licensees, and assigns, Buyers irrevocable
attorney-in-fact, with full power of substitution and delegation in Buyers or in
Sellers name.
A. To enforce and protect all rights, licenses, privileges or property granted
hereunder any and all patents therein.
B. To prevent or terminate any infringement or other violation or any
threatened infringement or violation.
C. To join Buyer as party plaintiff or defendant in any suit or proceeding in
the discretion of Buyer
ARTICLE III
-----------
Purchase Price
- --------------
The purchase price shall be 1,335,309 payable pursuant to the terms and
conditions set forth herein in Schedule "A" of the Agreement.
The Closing.
- -----------
The closing of this transaction shall occur upon the delivery of the following
documents:
By Seller:
a. An executed original of this Agreement;
b. Executed Assignments for each product purchase
By Buyer:
a. The executed original of this Agreement.
The effective date of the sale shall be June 30, 2002.
ARTICLE IV
----------
1. Representations and Warranties of Seller.
----------------------------------------
1.1 Organization. Seller an individual or a corporation and has all
requisite power and authority to conduct its business as it is presently being
conducted and to own its assets.
1.2 Authorization. Seller has all necessary power and authority to enter
into this Agreement. This Agreement has been duly executed and delivered by
Seller and is a legal, valid and binding obligation of Seller enforceable
against Seller in accordance with its terms.
1.3 No Violation. Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will result in a
violation or conflict with any obligations of the Seller or the provisions of
any contract, commitment, obligation or license to which Seller is a party or by
which the Assets are bound.
1.4 Consents and Approvals. No consent, approval or authorization of, or
declaration, filing or registration with, any government regulatory authority or
any other person or entity is required to be obtained by Seller in connection
with the execution, delivery and performance of this Agreement or the
transactions consummated hereby.
1.5 No Broker's Representation. Neither Seller nor any affiliate of Seller
has entered into or will enter into any agreement, arrangement or understanding
with any person or firm which will result in the obligation of the Buyer to pay
a finder's fee, brokerage commission or similar payment in connection with the
transactions contemplated hereby.
1.6 Seller has represented that SeaLife 1,000 Paint, meets or exceeds the
(VOC) Volatile Organic Compounds rate of 165 grams per liter and a leach rate of
less that .01 micro grams per liter.
1.7 Survival of Warranties. Seller agrees that all warranties made by it in
this Agreement shall survive the consummation of the sale and the closing Date
of this Agreement.
2. Representations and Warranties of Buyer.
----------------------------------------
2.1 Organization. Buyer is duly incorporated, validly existing and in good
standing under the laws of the State of California, and has all requisite
corporate power and authority to conduct its business as it is presently being
conducted and to own its assets.
2.2 Authorization. Buyer has all necessary corporate power and authority to
enter into this Agreement and has taken all corporate action necessary to
consummate the transactions contemplated hereby and to perform its obligations
hereunder. This Agreement has been duly executed and delivered by Buyer and is a
legal, valid and binding obligation of Buyer enforceable against Buyer in
accordance with its terms.
2.3 Consents and Approvals. No consent, approval or authorization of, or
declaration, filing or registration with, any government regulatory authority or
any other person or entity is required to be obtained by Buyer in connection
with the execution, delivery and performance of this Agreement or the
transactions consummated hereby.
2.4 No Broker's Representation. Neither Buyer nor any affiliate of Buyer
has entered into or will enter into any agreement, arrangement or understanding
with any person or firm which will result in the obligation of the Seller to pay
a finder's fee, brokerage commission or similar payment in connection with the
transactions contemplated hereby.
3. Notices. Any notice to be given hereunder shall be given (except as otherwise
--------
expressly set forth herein) by certified mail, postage prepaid, and shall be
deemed to have been received five business days after posting. Any notice shall
be sent to the address given in the preamble of this Agreement or to such other
address as the relevant party may notify to the other.
4. Disputes. This Agreement will be interpreted in accordance with California
---------
law, including all matters of construction, validity, performance and
enforcement, without giving effect to any principles of conflict of laws. The
parties hereto consent to the jurisdiction of the courts of the State of
California, County of Orange.
5. Attorney's Fees. If any arbitration, litigation, action, suit or other
----------------
proceeding is instituted to remedy, prevent or obtain relief from a breach of
this Agreement, in relation to a breach of this Agreement or pertaining to a
declaration of rights under this Agreement, the prevailing party will recover
all such party's attorneys' fees incurred in each and every such action, suit or
other proceeding, including any and all appeals or petitions therefrom.
6. Amendments/Waivers. This Agreement may be amended, supplemented, modified or
------------------
rescinded only through an express written instrument signed by all the parties
or their respective successors and assigns. Either party may specifically and
expressly waive in writing any portion of this Agreement or any breach hereof,
but no such waiver shall constitute a further or continuing waiver of any
preceding or succeeding breach of the same or any other provision. The consent
by one party to any action for which consent was required shall not be deemed to
imply consent or waiver of the necessity of obtaining such consent for the same
or similar acts in the future.
7. Counterparts. This Agreement may be executed in any number of counterparts,
------------
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
8. Severability. Each provision of this Agreement is intended to be severable
------------
and if any term or provision herein is determined invalid or unenforceable for
any reason, such illegality or invalidity shall not affect the validity of the
remainder of this Agreement and, wherever possible, intent shall be given to the
invalid or unenforceable provision.
9. Entire Agreement. This Agreement contains the entire and complete
-----------------
understanding between the parties concerning its subject matter and all
representations, agreements, arrangements and understandings
10. between or among the parties, whether oral or written, have been fully
merged herein and are superseded hereby. Except as provided by consulting
agreement Exhibit "B".
11. Remedies. All rights, remedies, undertakings, obligations, options,
--------
covenants, conditions and agreements contained in this Agreement shall be
cumulative and no one of them shall be exclusive of any other.
12. Further Assurances and Cooperation. From time to time at the request of
-------------------------------------
either party to this Agreement and without further consideration, the other
party will execute and deliver such documents and take such action as may be
reasonably requested in order to consummate more effectively the transactions
contemplated by this Agreement.
13. Successors. Subject to the foregoing paragraph, this Agreement shall be
----------
binding upon and inure to the benefit of the parties and their respective heirs,
legatees, legal representatives, successors and permitted assigns.
14. Benefit of Agreement. This Agreement is for the sole and exclusive benefit
----------------------
of the signatories hereto and nothing in this Agreement shall be construed to
give any person or entity other than the parties hereto any legal or equitable
right, claim or remedy.
NOW, WHEREFORE, the parties hereto enter into this Agreement as of the date
first written above.
"Seller" "Buyer"
GAEL HIMMAH SEALIFE MARINE PRODUCTS, INC.
By: /s/ Gael Himmah By: /s/ Robert McCaslin
------------------------------- ------------------------------
Its: President
ECOSYS INTERNATIONAL
By: /s/ Gael Himmah
---------------------------------
EXHIBIT A
The purchase price of $1,335,309 shall be paid as follows:
1. Down Payment of $115,000 which is already paid.
2. The balance of $1,220,309 is paid in installments over a ten (10) year
period as per Note - Exhibit A-1.
the death, bankruptcy, insolvency, or assignment for the benefit of creditors of
the other party. Consultant shall have the right to terminate this Agreement if
company fails to comply with any of the material terms of this Agreement,
including without limitation its responsibilities for fees as set forth in this
Agreement, and such failure continues unremedied for a period of sixty (60) days
after written notice to the Company. Company shall have the right to terminate
this Agreement upon delivery to Consultant of notice setting forth the facts
comprising a material breach of this Agreement by Consultant. Consultant shall
have sixty (60) days to remedy such breach.
EXHIBIT 10.1
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made and entered into as of
January 1, 2003, by and between Gael Himmah, doing business as Aspen
Laboratories, Ecosys International, and SeaLife Marine Coatings,
(hereinafter referred to as the "Consultant") and SeaLife Marine Products, Inc.,
a California corporation, whose place of business is 2164 N. Glassell Street,
Orange, CA 92865 (hereinafter referred to as the "Consultant").
RECITALS
WHEREAS, the Company has acquired certain technology from Consultant; and
WHEREAS, Consultant has certain experience and knowledge associated with the
technology that the Company acquired; and
WHEREAS, the Company wishes is to engage the services of the Consultant to
assist the Company in the ongoing use of the technology.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto hereby agreed as follows:
CONSULTING SERVICES; EXCLUSIVE NATURE OF SERVICES
Attached hereto as Exhibit A and incorporated herein and by this reference is a
description of the services to be provided by the Consultant hereunder (the
"Consulting Services". Consultant hereby agrees to utilize its best efforts in
performing the Consulting Services.
TERM OF AGREEMENT
This Agreement shall be in full force and effect commencing upon the date hereof
and concluding at the close of business on the same date in 2007 ("termination
date"). Either party hereto shall have the right to terminate this Agreement
without notice in the event of the death, bankruptcy, insolvency, or assignment
for the benefit of creditors of the other party. Consultant shall have the right
to terminate this Agreement if company fails to comply with any of the material
terms of this Agreement, including without limitation its responsibilities for
fees as set forth in this Agreement, and such failure continues unremedied for a
period of sixty (60) days after written notice to the Company. Company shall
have the right to terminate this Agreement upon delivery to Consultant of notice
setting forth the facts comprising a material breach of this Agreement by
Consultant. Consultant shall have sixty (60) days to remedy such breach.
TIME DEVOTED BY CONSULTANT
It is anticipated that the Consultant shall spend as much time as deemed
necessary by the Consultant in order to perform the obligations of Consultant
hereunder. The company understands that this amount of time may vary and that
the Consultant may perform Consulting Services for other companies.
PLACE WERE SERVICES WILL BE PERFORMED
The consultant will perform services in accordance with this Agreement at
Consultant's offices. In addition, the Consultant will perform services on the
telephone and at such other places as necessary to perform these services in
accordance with this Agreement.
COMPENSATION TO CONSULTANTS
The Consultant's compensation for the Consulting Services shall be set forth in
Exhibit B attached hereto in incorporated herein by this reference.
INDEPENDENT CONTRACTOR
Both company and the Consultant, agree that the Consultant will act as an
independent contractor in the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that consultant,
or any employee, agent or other authorized representative of Consultant, is a
partner, joint venture, agent, officer or employee of the Company.
CONFIDENTIAL INFORMATION
The Consultant and the Company acknowledge that each will have access to
proprietary information regarding the business operations of the other and agree
to keep all such information secret and confidential and not to use or disclose
any such information to any individual or organization without the
non-disclosing parties prior written consent. It is hereby agreed that from time
to time Consultant in the Company may designate certain disclosed information as
confidential for purposes of this Agreement.
INDEMNIFICATION
The Company herein agrees to indemnify and hold Consultant harmless from any and
all liabilities incurred by Consultant insofar as such liabilities arise out of
or are based solely upon (I) any material misstatement or omission contained
documents provided by the Company, or (ii) any intentional actions by the
Company, direct or indirect, in violation of any applicable federal or state
laws.
Consultants hereby agrees to indemnify and hold the Company harmless from any
and all liabilities incurred by the Company, insofar as such liabilities arise
out of or are based solely upon (I) any actions by Consultant, its officers,
employees, agents, or control persons, direct or indirect, in violation of any
applicable federal or state laws regulations, or (ii) any breach of this
Agreement by Consultant.
The indemnity obligations of the parties under this paragraph shall be binding
upon and inure to the benefit of any successors, assigns, heirs and personal
representatives of the Company, the Consultant, and any other such persons or
entities mentioned hereinabove.
COVENANTS OF CONSULTANT
Consultant covenants and agrees with the Company that, in performing Consulting
Services, Consultant will:
Not make any representations other than those expressly set forth in documents
provided by the Company; and
Not publish, circulate or otherwise use any materials other than materials
provided by or otherwise approved by the Company.
MISCELLANEOUS
Attorneys' Fees, if either party files any action or brings in proceeding
- ----------------
against the other or arising in or out of this Agreement, than the prevailing
party shall be entitled to reasonable attorneys' fees.
Waiver. No waiver by a party of any provision of this Agreement shall be
- ------
considered a waiver or any other provision or any subsequent breach of the same
or any other provision. The exercise by a party of any other remedy provided in
this Agreement or at law shall not prevent the exercise by that party of any
other remedy provided in this Agreement or at law.
Assignment. This Agreement shall be binding upon inure to the benefit of the
- -----------
parties hereto and no assignment shall be allowed without first obtaining the
written consent of the non-assigning party,
Severability, If any condition or covenants herein contained is held to be
- ------------
invalid or void by any court of competent jurisdiction, the same shall be deemed
severable from the remainder of this Agreement and shall in no way effect the
other covenants and conditions contained herein.
Amendment. This Agreement may be amended only by a written agreement executed by
- ---------
all parties hereto.
Headings, titles or captions, contained herein are inserted as a matter of
- --------
convenience and for reference, and in no way define, limit, extent, or describe
the scope of this Agreement or any provision in here of. No provision in this
Agreement is to be interpreted for or against either party because that party or
his legal representative drafted such provision.
Notice, all written notices, the demand, or request of any kind, which either
- ------
party may be required or any desired to serve on any other in connection with
this Agreement, must be served by registered or certified mail, with postage
prepaid and returned receipt requested. In lieu of mailing, either party may
cause delivery of such notice, demands and requests to be made by personal
service, facsimile transmission, provided that acknowledgement of receipt is
made. Notice shall be deemed given upon personal delivery of receipt a facsimile
transmission, or two (2) days after mailing, all notices, demands, and request
shall be delivered as follows:
If to the Company:
SeaLife Marine Products, Inc.
2164 N. Glassell Street
Orange, CA 92865
If to the Consultant:
Gael Himmah
P.O. Box 342
La Quinta, CA 92253
Entire Agreement, This Agreement, including any Exhibits or Schedules attached
- -----------------
hereto, contains all of the representations, warranties and the entire
understanding and agreement between the parties. Correspondents, memoranda, or
agreements, whether written or oral, originating before the date of this
Agreement are replaced in total with this Agreement and less otherwise
especially stated.
Counterparts Facsimile Signatures, This Agreement may be executed simultaneously
- ---------------------------------
in one or more counterparts, each of which shall deem an original all of which
together shall be deemed a valid and binding execution of this Agreement.
Governing Law and Venue, this Agreement shall be governed by and construed in
- --------------------------
accordance with the laws of the State of California which would apply if both
parties were residents of California and this Agreement was made and performed
in California. In any legal action, involving this Agreement or the parties'
relationship, the parties agree that the exclusive venue for any lawsuit shall
be in the state or federal court located within the County of Orange,
California. The parties agree to submit to the personal jurisdiction of the
state and federal courts located within Orange County, California.
IN WITNESS WHEREOF, the parties here to have placed their signatures here on the
day in your first above written.
COMPANY
SeaLife Marine Products, Inc.
/s/ Robert McCaslin
- -------------------
By Robert McCaslin
President
CONSULTANT
Gael Himmah
/s/ Gael Himmah
- -------------------
By Gael Himmah
EXHIBIT A
DESCRIPTION OF CONSULTING SERV"ICES
SEALIFE MARINE PRODUCTS
The purpose of the Consulting Agreement is to maintain the company at the
cutting edge of technology in the world wide market place.
To meet this goal Consultant will provide the following:
1. To provide all necessary support to comply with the regulations of
various governmental authorities.
2. To assist the company in solving specific marketing and or environmental
problems that are important for the growth and development of the company.
3. To assist the company in constant improvement in the products to meet
cost effective requirements of the market place.
4. To assist the company in developing operational protocols to achieve the
best performance from the products.
5. To assist the company in over all support and advise on the operation of
the company's business.
6. To assist the company in the purchase or manufacturer of the products or
their components.
EXHIBIT B
TERMS OF COMPENSATION
SEALIFE MARINE PRODUCTS, INC.
The Consultant shall be paid $10,000 per month starting September 2002.
Payment shall be due on the 10th of the following month.
EXHIBIT 10.3
EXHIBIT A-1
US$1,220,309
DATED JUNE 30, 2002
SEVEN PERCENT (7%) PROMISSORY NOTE
THIS NOTE (this "Note") is an authorized Note of SEALIFE MARINE
PRODUCTS, INC., a California corporation (the "Company"), in the principal
amount of US $1,220,309 (the "Note").
FOR VALUE RECEIVED, the Company agrees to pay to Gael Himmah or
his assigns (the "Holder"), the principal sum of US $1,220,309 (One Million Two
Hundred Twenty Thousand Three Hundred Nine United States Dollars) (the
"Principal Amount") plus interest on the Outstanding Principal Amount at the
rate of seven percent (7%) per annum occurring from the date of issuance.
Accrual of interest shall commence on the first day to occur after the date
hereof until repayment in full of the principal sum has been made or duly
provided for. Accrued and unpaid interest shall bear interest at the same rate
until paid. The principal of this Note plus interest is payable in such coin or
currency of the United States as at the time of payment is legal tender for
payment of public and private debts, at the address last appearing on the Note
Register of the Company as designated in writing by the Holder from time to
time.
The principal amount shall be paid as follows: Computed on an annual basis 5%
of the first three million dollars of sales and 2 of the excess over three
million dollars in sales of the company will be paid to holder monthly. The
payment shall be paid 30 days after the end of the monthly period.
In the event that the above payment schedule does not pay the note in full by
June 30, 2012, the entire unpaid balance will be due on June 30, 2012.
Right to Convert. The holder of this note may at his option convert the unpaid
balance of this note to common stock of the company. The number of shares of
common stock into which the balance of this note will convert shall be
determined by dividing the unpaid balance of the note by eighty percent (80%)
of the Market Price of the Common Stock of the Company. The Market Price of the
Common Stock of the Company shall equal the average of the last quoted closing
bid price as reported by the National Association of Securities Dealers
Automated Quotation System (NASDAQ) for the thirty (30 day) period ending ten
(10) days prior to the Conversion Date. No fractional shares shall be issued
upon the conversion. The number of shares of Common Stock to be issued shall be
rounded to the nearest whole share.
There shall be no prepayment penalty.
This Note is subject to the following additional provisions:
1. All payments on account of the principal of this Note and all other
amounts payable under this Note (whether made by the Company or any other
person) to or for the account of the Holder hereunder shall be made free and
clear of and without reduction by reason of any present and future income,
stamp, registration and other taxes, levies, duties, cost, and charges
whatsoever imposed, assessed, levied or collected by the United States or any
political subdivision or taxing authority thereof or therein, together with
interest thereon and penalties with respect thereto, if any, on or in respect of
this Note (such taxes, levies, duties, costs and charges being herein
collectively called "US Taxes").
2. No provision of this Note shall alter or impair the obligation of
the Company, which is absolute and unconditional, to the payment of the
principal of this Note at the time, place and rate, and in the coin or currency
herein prescribed. This Note is a direct obligations of the Company. In the
event of any liquidation, reorganization, winding up or dissolution, repayment
of this Note shall not be subordinate in any respect to any other indebtedness
of the Company outstanding as of the date of this Note or hereafter incurred by
the Company.
Such non-subordination shall extend, without limiting the generality of the
foregoing, to all indebtedness of the Company to banks, financial institutions,
other secured lenders, equipment lessors and equipment finance companies, but
shall exclude trade debts; and any warrants, options or other securities
convertible into stock of the Company shall rank pari passu with the Note in all
respects, so long as issued prior to the date hereof.
3. The Company hereby expressly waives demand and presentment for
payment, notice of nonpayment, protest, notice of dishonor, notice of
acceleration or intent to accelerate, bringing of suit and diligence in taking
any action to collect amounts called for hereunder and shall be directly and
primarily liable for the payment of all sums owing and to be owing hereon,
regardless of and without notice, diligence, act or omission as or with respect
to the collection of any amount called for hereunder.
4. If one or more of the "Events of Default" as described in Paragraph
5 shall occur, the Company agrees to pay all costs and expenses, including
reasonable attorney's fees, which may be incurred by the Holder in collecting
any amount due under, or enforcing any terms of, this Note.
5. If more than one of the following described "Events of Default" shall
occur:
(a) The Company shall default in the timely payment of principal or interest;
or
(b) Any of the representations or warranties made b the Company herein, or in
any certificate or financial or other document heretofore or hereafter
furnished by or on behalf of the Company in connection with the execution
and delivery of this Note, shall be false or misleading in any material
respect at the time made; or
(c) The Company shall fail to perform or observe any other covenant, provision,
condition, agreement or obligation of the Company under this Note and such
failure shall continue uncured for a period of thirty (30) days after
notice from the Holder of such failure; or
(d) The Company shall (1) become insolvent; (2) admit in writing its inability
to pay its debts as they mature; (3) make an assignment for the benefit of
creditors or commence proceedings for its dissolution; or (4) apply for or
consent to the appointment of a trustee, liquidator or receiver for it or
for a substantial part of its property or business; or
(e) A trustee, liquidator or receiver shall be appointed for the Company or for
a substantial part of its property or business without its consent and
shall not be discharged within thirty (30) days after such appointment, or
(f) Any governmental agency or any court of competent jurisdiction at the
instance of any governmental agency shall assume custody or control of the
whole or any substantial portion of the properties or assets of the Company
and shall not be dismissed within thirty (30) days thereafter; or
(g) Any money judgment, writ or warrant of attachment, lien or similar process
in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate shall
be entered or filed against the Company or any of its properties or other
assets and shall remain unsatisfied, unabated, unbounded or unstayed for a
period of thirty (30) days (unless such order provided for delayed payment)
or in any event later than five (5) days prior to the date of any proposed
sale thereunder; or
(h) Bankruptcy, reorganization, insolvency or liquidation proceedings or other
proceeding for relief under any bankruptcy law or any law for the relief of
debtors shall be instituted by or against the Company and if instituted
against the Company, shall not be dismissed, stayed or bonded within sixty
(60) days after such institution or the Company shall by any action or
answer approve of, consent to, or acquiesce in any such proceedings or
admit the material allegations of, or default in answering a petition filed
in any such proceeding;
Then, or at any time thereafter, and in each and in every such case, unless
such Event of Default shall have been waived in writing by the Holder (which
waiver shall not be deemed to be a waiver of any subsequent default), the Holder
may consider this Note immediately due or payable, without presentment, demand,
protest or notice of any kind, all of which are expressly waived, anything
herein or in any note or other instruments contained to the contrary
notwithstanding, and the Holder may immediately demand without expiration of any
period of grace, enforce any and all of the Holder's rights and remedies
provided herein or any other rights or remedies afforded by law. In such event,
the Holder shall have the right (but not the obligation) to demand in writing
that this Note be redeemed by the Company within five (5) business days after
such Default has occurred.
6. The Company covenants that until all amounts due under this Note have
been paid in full, unless the Holder or subsequent Holder waives compliance in
writing, the Company shall:
(a) give prompt written notice to the Holder of any Event of Default or of any
other matter which has resulted in, or could reasonably be expected to
result in a materially adverse change in its financial condition or
operations;
(b) give prompt notice to the Holder of any claim, action or proceeding which,
in the event of any unfavorable outcome, would or could reasonably be
expected to have Material Adverse Effect on the financial condition of the
Company; and
(c) Upon receipt by the Company of evidence from the Holder reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation
of this Note,
(i) in the case of loss, theft or destruction, upon provision of
indemnity reasonably satisfactory to it and/or its transfer
agent, or
(ii) in the case of mutilation, upon surrender and cancellation of
this Note, then the Company at its expense will execute and
deliver to the Holder a new Note, dated the date of the lost,
stolen, destroyed or mutilated Note, and evidencing the
outstanding and unpaid principal amount of the lost, stolen,
destroyed or mutilated Note.
7. In the case any provision of this Note is held by a court of
competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that its enforceable to the maximum extent possible, and the validity and
enforce ability of the remaining provisions of this Note will not in any way be
affected impaired thereby.
8. This Note shall be governed by and construed in accordance with the
internal laws of the State of California.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer hereunto duly authorized.
Dated: June 30, 2002
---------------
SEALIFE MARINE PRODUCTS, INC.
By: /s/ Robert McCaslin
-----------------------------
President
By: /s/ John Vilagi
-----------------------------
Secretary
Exhibit 99.1
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF TEHE SARBANES-OXLEY ACT OF 2002
I, Robert A. McCaslin, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that the Quarterly
Report of Sealife Corporation on Form 10-QSB for the quarterly period ended
February 28,2003 fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 and that information contained in such
Form 10-QSB fairly presents in all material respects the financial condition and
results of operations of Sealife Corporation.
By:/s/ Robert A. McCaslin
-------------------------
Name: Robert A. McCaslin
Title: President
April 18,2003
I, John W. Vilagi , certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that the Quarterly
Report of Sealife Corporation on Form 10-QSB for the quarterly period ended
February 28,2003 fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 and that information contained in such
Form 10-QSB fairly presents in all material respects the financial condition and
results of operations of Sealife Corporation.
By:/s/ John W. Vilagi
---------------------
Name: John W. Vilagi
Title: Chief Financial Officer
April 18,2003