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 29, 2004


                              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 29, 2004, the issuer had a total of 12,292,710 shares of common
stock issued and outstanding.
============================================================================



PART I FINANCIAL INFORMATION


Item 1. Financial Statements

The financial statements have been prepared by the Company and reviewed by the
Company's Auditor pursuant to the rules and regulations of the Securities and
Exchange Commission.



                      SEALIFE CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                               February 29, 2004


                                                  February 29,
                                                      2004
                                                  -----------

                               ASSETS
Current Assets
  Accounts receivable                              $   12,316
  Inventory                                             6,000
                                                   -----------
       Total Current Assets                            18,316

Other Assets
  Technology                                        1,335,309
  Less: accumulated amortization                     (149,278)
                                                   -----------
                                                    1,187,031
                                                   -----------
       Total Assets                                $1,205,347
                                                   ===========

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Bank overdrafts                                  $    6,317
  Accounts payable                                     48,676
  Accounts payable - shareholders                      46,449
  Current portion of long-term debt                     1,920
                                                   -----------
       Total Current Liabilities                      103,362

Long-Term Debt
  Notes payable                                       311,682

Stockholders' Equity
  Common stock                                          1,229
  Additional paid in capital                        1,869,781
  Retained deficit                                 (1,080,707)
                                                   -----------
                                                      790,303

     Total Liabilities and Stockholders' Equity    $1,205,347
                                                   ===========

 See accompanying notes and accountant's report.

<PAGE>F-1

<TABLE>
<CAPTION>

                      SEALIFE CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
     For the Three Months Ended February 29, 2004, Year to Date 2004 and For
the Period From April 4, 2002 (Date of Inception) Through February 29, 2004
                                 (Since Inception)

                                                Three Months
                                                   Ending
                                                February 29, Year to Date     Since
                                                    2004        2004        Inception
                                                 ----------  ----------  -----------
<S>                                                 <C>         <C>         <C>
Sales                                            $  11,111   $  14,990  $    53,392

Cost of sales                                       37,041      59,346      135,770
                                                 ----------  ----------  -----------

  Gross Profit                                    (25,930)    (44,356)     (82,378)

Sales and marketing                                 22,316      46,441      105,060
General and administrative                          17,760     287,825      893,269
                                                 ----------  ----------  -----------
                                                    40,076     334,266      998,329
                                                 ----------  ----------  -----------

Net Loss                                         $(66,006)  $(378,622) $(1,080,707)
                                                 ==========  ========== ===========

Loss per share                                   $   (0.01)  $   (0.04)
                                                 ==========  ==========

Average shares outstanding                       11,489,067  10,810,123
                                                 ==========  ==========

                See accompanying notes and accountant's report.

</TABLE>

<PAGE>F-2

<TABLE>
<CAPTION>

                      SEALIFE CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED CHANGES OF STOCKHOLDERS' EQUITY
    For the Period from April 4, 2002 (Date of Inception) to February 29, 2004


                                                                                                 ADDITIONAL
                                                PREFERRED STOCK              COMMON STOCK         PAID IN      RETAINED
                                            SHARES           AMOUNT       SHARES      AMOUNT      CAPITAL       DEFICIT     TOTAL
                                       ----------------  --------------  ---------  ----------  ------------    -------     -----
<S>                                              <C>               <C>             <C>        <C>         <C>
Balance at Inception                                 -   $           -           -  $       -   $         -   $      -   $      -

  Stock for services                                 -               -     125,000      1,250             -          -       1,250
  Contributed capital                                -               -   2,125,000     21,250        43,750          -      65,000
  Sale of stock $1.00/ share                         -               -      81,500        815        80,685          -      81,500
  Net loss for the period                            -               -           -          -             -     (14,726)   (14,726)
                                       ----------------  --------------  ---------  ----------  ------------    ---------  --------
Balance at June 30, 2003                             -               -   2,331,500     23,315       124,435     (14,726)   133,024
  Stock for services                                 -               -       6,500          7         6,493          -       6,500
  Sale of stock $1.00/ share                         -               -     179,200        179       179,021          -     179,200
  Sealife merger/par value
      change                                 2,000,000             200   4,109,646    (22,838)   17,089,260  (17,066,617)       5
  Recapitalization                                                                              (17,066,617)  17,066,617        -
  Cancel of preferred                       (1,840,000)           (184)          -          -           184           -         -
  Conversion of preferred                     (160,000)            (16)  1,600,000        160          (144)          -         -
  Stock for debt                                     -               -   1,000,000        100       999,900           -  1,000,000
  Stock for services                                 -               -     331,960         33       160,535           -    160,568
  Net loss for the period                            -               -           -          -             -     (687,359) (687,359)
                                       ----------------  --------------  ---------  ----------  ------------   ----------  --------
Balance May 31, 2003                                 -   $           -   9,558,806  $     956   $ 1,493,067  $  (702,085) $791,938
                                       ----------------  --------------  ---------- ----------- ------------   ---------- ----------
 Shares Held in dispute by management                -               -     530,000         53          (53)            -         -
 Stock Sales                                         -               -     196,000         20        39,980            -    40,000
 Stock for debt                                      -               -     100,000         10        99,990            -   100,000
 Stock for services                                  -               -      62,904          6        18,865            -    18,871
 Net loss for period                                 -               -           -          -             -     (116,253) (116,253)
                                       ----------------  --------------  ---------- ----------- ------------   ---------- ----------
Balance August 31, 2003                              -   $           -  10,447,710  $   1,045   $ 1,651,901  $  (818,338) $834,556
 Stock Sales                                         -               -     200,000         20        49,980            -    50,000
 Stock for services                                  -               -     450,000         45       144,955            -   145,000
 Net loss for Period                                 -               -           -          -             -     (196,363) (196,363)
                                       ----------------  -------------- ----------- ----------- ------------   ---------- ----------
Balance November 30, 2003                            -   $           -  11,097,710  $   1,110   $ 1,846,784  $(1,014,701) $833,193
 Stock Sales                                         -               -      37,934          3        22,997            -    23,000
 Stock for services                                  -               -   1,157,066        116             -            -       116
 Net loss for Period                                 -               -           -          -             -      (66,006)  (66,006)
                                       ----------------  -------------- ----------- ----------- ------------  ----------- ---------
                                                     -   $           -  12,292,710  $   1,229   $ 1,869,781  $(1,080,707) $790,303
                                       ================  ============== ==========  =========== ============   ========== ==========



                See accompanying notes and accountant's report.

</TABLE>

<PAGE>F-3

<TABLE>
<CAPTION>

                      SEALIFE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
     For the Three Months Ended February 29, 2004, Year to Date 2004 and For
   the period From April 4, 2002 (Date of Inception) Through February 29, 2004
                               (Since Inception)


                                                Three Months
                                                   Ending
                                                 February 29, Year to Date      Since
                                                    2003         2004         Inception
                                                 ----------    ----------    -----------
<S>                                              <C>             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                       $(66,006)  $  (378,622)  $(1,080,707)
  Adjustments to reconcile net loss to net
    cash provided used in operating activities
       Amortization                                22,226        66,676       148,278
       Stock for services expenses                    116       163,871       332,189
    Changes in Current Assets and liabilities:
       (Increase) in Inventories                        -             -        (6,000)
       (Increase) in Accounts Receivable          (11,111)      (12,316)      (12,316)
       Increase in Accounts payables               11,220        27,376       148,676
       Increase in Accrued interest                 5,299        15,768        78,793
                                                 ----------  ------------  ------------

       NET CASH (USED) BY
            OPERATING ACTIVITIES                   (31,505)      (78,875)    (352,715)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of Technologies                               -             -   (1,335,309)
                                                 ----------  ------------  ------------

       NET CASH (USED) BY
            INVESTING ACTIVITIES                         -             -   (1,335,309)

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of Common stock                              23,000       113,000      438,700
  Increase in Long-term debt                             -        14,500    1,234,809
  Increase in Accounts payable shareholders        (4,362)       (17,244)      46,449
                                                 ----------  ------------  ------------

       NET CASH PROVIDED BY
            FINANCING ACTIVITIES                    18,638       110,256     1,719,958
                                                 ----------  ------------  ------------

NET INCREASE (DECREASE) IN CASH                    (19,618)       (6,875)       (6,322)
CASH AT BEGINNING OF PERIOD                         13,301           558             -
CASH OBTAINED IN MERGER                                  -             -             5
                                                 ----------  ------------  ------------
CASH AT END OF PERIOD                            $  (6,317)   $   (6,317)   $   (6,317)
                                                 ==========  ============  ============

                See accompanying notes and accountant's report.

</TABLE>
<PAGE>F-4

SEALIFE CORPORATION AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
February 29, 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED

Cash paid during the period for:
                                Ended:
                             February 29, 2004           Inception
                           --------------------   -------------------
        Interest                     $0                      $0
        Income taxes                 $0                      $0

Income Taxes:

The Company accounts for income taxes under a method, which requires a company
to recognize deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in a company's financial
statements or tax returns.  Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statements carrying amounts and tax basis of assets and liabilities using
enacted tax rates.  The Company presently prepares its tax return on the cash
basis and its financial statements on the accrual basis.  No deferred tax assets
or liabilities have been recognized at this time, since the Company has shown
losses for both tax and financial reporting.  The Company's net operating loss
carry forward at February 29, 2004 is approximately $1,050,000.

Amortization:

The Company provides for amortization of the Technologies purchased, utilizing
the straight-line method to apportion costs over a 15 year estimated life.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures.  Accordingly, actual results
could differ from those estimates.

Development Stage:

The Company is classified as a development stage entity since it devotes most of
its activities to establishing business and its principal activities have not
yet commenced.


NOTE 2 - TECHNOLOGIES

The Company entered into an asset purchase agreement to acquire certain
technologies from a third party developer on June 30, 2002.  The purchase price
was $1,335,309.  Under this purchase agreement the Company acquired the
following:

1-  Parents, 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 present and future marine coating and all
    modifications, variations, enhancements and improvements thereon.

3-  Full power to enforce its ownership interests.

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 results.

SeaLife 2000 is a water based, anti-fouling coating for submerged marine use.
This product is in the early stages of development.

SeaLife 3000 is a water based coating with an advanced anti-rust additives for
the above water application.  This product is in the early stages of
development.

Technologies are being amortized on the straight-line basis over a 15-year life.
It is management's opinion that 15 years represents a reasonable estimate of
product life at this stage.  It is management's intention to re-examine the
estimated life yearly.

Amortization expense for the periods is as follows:

    Ended:

                        February 29, 2004          Inception
                    -----------------------    -----------------
       Amortization            $22,226            $148,278

Future amortization expense for the next five years is as follows:

2004    $ 89,021
2005      89,021
2006      89,021
2007      89,021
2008      89,021


NOTE 3 - NOTES PAYABLE

In connection with the Technologies purchased on June 30, 2003 the Company
entered into a ten-year note for $1,220,309.  The note is to be paid based on
the Company's sales, i.e. at 5% of the first $3,000,000 of sales, and at 2.5% on
the sales in excess of that amount, until paid in full.  The note payment shall
be paid monthly and the note bears interest at the rate of 7% per annum.  The
note may be converted at the option of the holder to the common stock of the
company at a conversion price, which is equivalent to 80% of the market price,
based on the average bid price for the last 30 days.  On January 2, 2003 the
holder converted $1,000,000 of the note for 1,000,000 shares of SeaLife
Corporation stock.  The balance of the note at February 29, 2004, including
accrued interest, was $298,383.

At February 29, 2004 there remained $1,920 past due on the note.  The note has
certain default provisions and stated period of times to correct the default.
Presently the Company has not been formally notified of any default on the note
by the note holder.

On June 14, 2003 the Company borrowed  $14,500 from an individual.  The note is
for five years, unsecured and does not call for any payments until maturity.
The interest rate for the borrowings is 7.5% per annum.  The balance of the note
at February 29, 2004 including accrued interest was $15,219.

Because of the repayment schedule and an inability to accurately forecast future
sales, maturities on long-term debt annually can not be computed.

NOTE 4 - COMMON STOCK

The Company had 50,000,000 shares of Common Stock authorized and 12,292,710
shares outstanding at February 29, 2003. The par value per share is $.0001.

NOTE 5- PREFERRED STOCK

The public shell had outstanding 2,000,000 shares of convertible preferred stock
outstanding at the date of merger.  These had conversion rights of 10 shares of
common for each shares of preferred.  In an agreement signed June 24, 2003 the
owners of these shares agreed to cancel 1,840,000 shares of preferred stock.
The remaining 160,000 shares were converted to 1,600,000 shares of common stock
of which 300,000 shares were conveyed to the original shareholders of the
Company on the date prior to the merger.

NOTE 6 - CONSULTING AGREEMENT

On June 30, 2002 in connection with the Technologies purchase, the Company
entered into a consulting agreement with the seller of the Technologies for his
advice in the use and improvement of the acquired Technologies.  This agreement
was revised on January 1, 2003.  The consultant is to provide all necessary
support in complying with government regulations, in solving specific marketing
and environmental problems, in product improvement, in developing operational
protocols, in advising and support on the operation of the Company's business
and to assist in the purchase or manufacture of the Company's products.

The agreement calls for the consultant to receive $10,000 per month from
September 1, 2002 to September 1, 2007.  At February 29, 2004 the Company owes
the consultant $10,000 under this agreement.  During the year the consultant
agreed to convert $100,000 of this payable into 100,000 shares of the Company's
common stock. These amounts were settled for stock under an agreement dated
September 17, 2003 (see Note 8).  In addition during the quarter ended November
30, 2003 the Company entered into an additional agreement with this consultant
to provide services through December 31, 2003 for an additional 300,000 shares
of the Company's common stock.

NOTE 7 - GOING CONCERN

The Company has not generated significant revenues or profits to date.  This
factor among others may indicate the Company will be unable to continue as a
going concern.  The Company's continuation as a going concern depends upon its
ability to generate sufficient cash flow to conduct its operations and its
ability to obtain additional sources of capital and financing.  The accompanying
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

NOTE 8 - RELATED PARTIES

At February 29, 2004 the Company owed two major shareholders $46,449.  The
amounts due are non-interest bearing and have no priority in liquidation.

The Company also owed the consultant and the developer of the Technologies
$10,000 on the consulting agreements, $1,920 past due on the loan agreement and
$298,383, the balance of the loan.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


Three Months Ended February 29, 2004 Versus Period Ended February 28, 2003

Results of Operations

The Company incurred a net loss of $ (66,006) for the period ended February 29,
2004 as compared to a net loss of $(378,000) year to date in 2004 and a net loss
of $(1,080,709) from inception (April 4, 2002).

Total revenues for the period ended February 29, 2004 were $11,111 as compared
to $14,990 for year to date in 2004, and $53,392 since inception.  The Company
is just starting its sales operations.

Total cost of sales for the period ended February 29, 2004 was $37,041 as
compared to $59,346 year to date in 2004, and $135,770 from inception.  The
gross loss on the sales was $(66,006) for the period ended February 29, 2004, as
compared to $(378,662) for year to date 2004, and $(1,080,707) from inception.

Total operating expenses consist primarily of general and administrative
expenses.  For the period ended February 29, 2004 total operating expenses were
$17,760, as compared to $287,825 for year to date 2004, and $893,269 from
inception.  This increase was primarily due to the issuance of shares to
compensate for ongoing consulting services.

Liquidity and Capital Resources

As of February 29, 2004, the Company had cash and cash equivalents of $(6,317).
At February 28, 2003, the Company had a working capital deficiency (total
current liabilities in excess of total current assets) of ($85,046).  This
working capital deficiency was due primarily to General administrative expenses.
Net cash used in operating activities was $38256 for period ended February 29,
2004, as compared to $117,231 year to date 2004, and $390,970 from inception.
Net cash from financing activities was $18,638 for period ended February 29,
2004 as compared to $110,256 year to date 2004, and $1,179,958 from inception.

Going concern issues

The Company has received a report from its independent auditors that includes an
explanatory paragraph describing the Company's uncertainty to continue as a
going concern.  These consolidated financial statements contemplate the ability
to continue as such and do not include any adjustments that might result from
this uncertainty.

Critical Accounting Policies

Our discussion and analysis of our financial conditions and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States.  The preparation of financial statements require management to
make estimates and judgments that affect the reported amounts of assets and
liabilities, revenues and expenses and disclosures on the date of the financial
statements.  On an on-going basis, we evaluate our estimates, including, but not
limited to, those related to revenue recognition.  We use authoritative
pronouncements, historical experience and other assumptions as the basis for
making judgments.  Actual results could differ from those estimates.  We believe
that the following critical accounting policies affect our more significant
judgments and estimates in the preparation of our consolidated financial
statements.

The Company recognizes revenues at the time products are shipped.  Revenue
streams will be generated from the sale of marine paint, if and when commercial
orders are received and shipped.

Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
142, "Goodwill and Other Intangible Assets."  This statement addresses financial
accounting and reporting for acquired goodwill and other intangible assets and
supersedes Accounting Principles Board ("APB") Opinion No. 17, "Intangible
Assets."  It addresses how intangible assets that are acquired individually or
with a group of other assets (but not those acquired in a business combination)
should be accounted for in financial statements upon their acquisition.  This
statement also addresses how goodwill and other intangible assets should be
accounted for after they have been initially recognized in the financial
statements.  It is effective for fiscal years beginning after December 15, 2001.
Early application is permitted for entities with fiscal years beginning after
March 15, 2001, provided that the first interim financial statements have not
been issued previously.  The Company adopted SFAS No. 142.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," an amendment of SFAS No. 123.  SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee compensation.  In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require more prominent and more frequent disclosures in financial statements
about the effects of stock-based compensation.  This statement is effective for
financial statements for fiscal years ending after December 15, 2002.  SFAS No.
148 will not have any impact on the Company's financial statements as management
does not have any intention to change to the fair value method.

Other Matters

On August 4, 2003 the Company was advised that it is the subject of a Securities
and Exchange Commission investigation.  No charges have been levied by the
Commission against the Company to date.  The Company was advised on January 23,
2004 that the SEC Staff is considering recommending that the Securities and
Exchange Commission file enforcement proceedings against the Company and its
Chief Executive Officer.  The ultimate disposition of this matter is unknown at
this date.

ITEM 3.  CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report, an evaluation was
carried out under the supervision and with the participation of the Company's
management, in the form of Robert McCaslin, the company's Chief Executive
Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of our
disclosure controls and procedures.  Based on that evaluation, Mr. McCaslin has
concluded that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in reports that
it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms.  Subsequent to the date of
Mr. McCaslin's evaluation, there were no significant changes in the Company's
internal controls or in other factors that could significantly affect the
disclosure controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        None.

Item 2. Changes in Securities

        None.

Item 3. Defaults in Senior Securities

        None.

Item 4. Submission of Matters to Vote of Security Holders

        None.

Item 5. Other Information

        None.

Item 6.  Exhibits and Reports on Form 8-K

        (a)     The following is a complete list of Exhibits filed as part of
        this Registration Statement, which are incorporated herein:

        Exhibit No.             Reference
  ------------------          -------------------
        3.(i)*                Certificate of Incorporation of Sealife
                              Corporation and amendments thereto.

        3.(ii)*               Bylaws
        31.1                  Rule 13a-14(a)/15d-14(a) Certifications.
        32.1                  Section 1350 Certifications.

     b)  8K**                  Form 8-K filed on March 15, 2004
                               regarding Contract for Sales Force

*Incorporated by reference to Registrant's Form 10KSB Registration Statement
filed on September 19, 2003.

**Incorporated by reference to Registrant's Form 8-K filed on March 15, 2004.





SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Culver City, State of California, on the 14th day of
April 2004.

SEALIFE CORPORATION

/s/ Robert McCaslin
-----------------
By Robert McCaslin,
Chief Financial Officer