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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]      Quarterly  Report Under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934

                  For the quarterly period ended March 31, 2005

[_]      Transition Report Under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934

     For the transition period from __________________ to _________________.

                        Commission file number 000-13895

                               SEALIFE CORPORATION
        (Exact Name of Small Business Issuer as Specified in its Charter)

          DELAWARE                                               90-0224435
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

              5601 W. SLAUSON AVENUE, CULVER CITY, CALIFORNIA 90230
                    (Address of principal executive offices)

                                 (310) 338-9757
                           (Issuer's telephone number)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                              Yes [X]      No [_]

         As of May 20, 2005, the issuer had  18,794,319  shares of common stock,
par value $.0001 per share, issued and outstanding.

         Transitional  Small Business  Disclosure Format (check one):

                              Yes [_]      No [X]



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<PAGE>


                               SEALIFE CORPORATION

                              INDEX TO FORM 10-QSB

                                                                            PAGE
                                                                            ----

PART I    FINANCIAL INFORMATION................................................3

Item 1.   Financial Statements (unaudited).....................................3

          Condensed Consolidated Balance Sheet (unaudited)
             as of March 31, 2005..............................................3

          Condensed Consolidated Statement of Income (unaudited)
             for the three months ended March 31, 2005 and
             March 31, 2004....................................................4

          Consolidated Changes of Stockholders' Equity.........................5

          Condensed Consolidated Statements of Cash Flows (unaudited)
             for the three months ended March 31, 2005 and
             March 31, 2004....................................................6

          Notes to Condensed Consolidated Financial Statements.................7

Item 2.   Management's Discussion and Analysis or Plan of Operation...........15

Item 3.   Controls and Procedures.............................................30

PART II   OTHER INFORMATION...................................................31

Item 2.   Legal Proceedings...................................................31

Item 2.   Unregistered Sales of Securities and Us of Proceeds.................32

Item 6.   Exhibits............................................................33


                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
                      SEALIFE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                             March 31, 2005 and 2004
<CAPTION>
                                                        March 31,       March 31,
                                                          2005            2004
                                                       -----------    -----------
<S>                                                    <C>            <C>
                        ASSETS
Current Assets
     Cash ..........................................   $      --      $     5,441
     Cash in escrow ................................        15,000           --
     Inventory .....................................        39,637          6,000
     Accounts Receivable ...........................        16,397         14,688
     Prepaid expenses ..............................       155,371        440,000
                                                       -----------    -----------
          Total Current Assets .....................       226,405        451,441
Other Assets
     Technology ....................................     1,735,309      1,735,309
     Less: accumulated amortization ................      (285,922)      (170,230)
                                                       -----------    -----------
                                                         1,449,387      1,565,079
                                                       -----------    -----------

          Total Assets .............................   $ 1,675,792    $ 2,016,520
                                                       ===========    ===========

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Bank overdrafts ...............................   $       856    $      --
     Notes payable .................................       175,500        130,000
     Accounts payable ..............................        72,805         54,531
     Accounts payable - shareholders ...............        91,755         61,130
     Accrued expenses ..............................       194,210           --
     Accrued wages .................................       437,297         64,560
     Accrued interest ..............................        17,844          4,584
     Accrued payroll taxes .........................         8,382          8,382
     Current portion of long-term debt .............         7,313          3,291
                                                       -----------    -----------
          Total Current Liabilities ................     1,005,962        326,478
Long-Term Debt
     Notes payable .................................       311,003        315,025

Stockholders' Equity
     Common stock ..................................         1,874          1,454
     Additional paid in capital ....................     5,619,326      3,855,368
     Deficit accumulated ...........................    (5,262,373)    (2,481,805)
                                                       -----------    -----------

          Total Stockholders' Equity ...............       358,827      1,375,017
                                                       -----------    -----------

          Total Liabilities and Stockholders' Equity   $ 1,675,792    $ 2,016,520
                                                       ===========    ===========
</TABLE>


                                       3
<PAGE>


                      SEALIFE CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
               For the Three Months Ended March 31, 2005 and 2004



                                                 March 31,           March 31,
                                                   2005                2004
                                               ------------        ------------

Sales ..................................       $     36,052        $     12,816
Cost of sales ..........................             20,049               9,188
                                               ------------        ------------
              Gross Profit .............             16,002               3,628

Sales and marketing ....................            127,452               4,087
General and administrative .............            678,639              81,527
                                               ------------        ------------
              Total Expenses ...........            806,090              85,614
                                               ------------        ------------

Net Loss ...............................       $   (790,088)       $    (81,986)
                                               ============        ============

              Loss per share ...........       $      (0.05)       $      (0.01)

Average shares outstanding .............         15,703,993          11,760,097


                                       4
<PAGE>


<TABLE>
                                                SEALIFE CORPORATION AND SUBSIDIARIES
                                            CONSOLIDATED CHANGES OF STOCKHOLDERS' EQUITY
                                      For the period from May 31, 2003 through March 31, 2005
<CAPTION>
                                                                                                      DEFICIT
                                                                                                    ACCUMULATED
                                                                                      ADDITIONAL      DURING
                                    PREFERRED STOCK              COMMON STOCK           PAID IN     DEVELOPMENT
                                  SHARES       AMOUNT        SHARES        AMOUNT       CAPITAL        STAGE           TOTAL
                               -----------  -----------   -----------   -----------   -----------   -----------    -----------
<S>                                   <C>   <C>             <C>         <C>           <C>           <C>            <C>
Balance May 31, 2003 .                --    $      --       9,558,806   $       956   $ 1,493,067   $  (702,085)   $   791,938
     Stock for services               --           --       4,261,088           426     1,833,134          --        1,833,560
     Stock for Technology             --           --         400,000            40       399,960          --          400,000
     Sale of stock ...                --           --         316,261            32       129,207          --          129,239
     Net loss for the period          --           --            --            --            --      (1,807,055)    (1,807,055)
                               -----------  -----------   -----------   -----------   -----------   -----------    -----------
Balance May 31, 2004 .                --           --      14,536,155         1,454     3,855,368    (2,509,140)     1,347,682
     Stock for services               --           --       2,532,522           253     1,123,157          --        1,123,410
     Sale of Stock ...                --           --         242,862            24       121,927          --          121,951
     Net loss for the period          --           --            --            --            --      (1,963,145)    (1,963,145)
                               -----------  -----------   -----------   -----------   -----------   -----------    -----------
Balance December 31, 2004             --           --      17,311,539         1,731     5,100,452    (4,472,285)       629,898
     Stock for services               --           --       1,239,778           124       458,893          --          459,017
     Sale of Stock ...                --           --         190,476            19        59,981          --           60,000
     Net loss for the period          --           --            --            --            --        (790,088)      (790,088)
                               -----------  -----------   -----------   -----------   -----------   -----------    -----------
Balance March 31, 2005                --    $      --      18,635,793   $     1,874   $ 5,619,326   $(5,262,373)   $   358,827
                               ===========  ===========   ===========   ===========   ===========   ===========    ===========
</TABLE>

See accompanying notes and accountant's report.


                                       5
<PAGE>


                      SEALIFE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
          For the Three Months Ended March 31, 2005 and March 31, 2004

                                                          March 31,    March 31,
                                                            2005         2004
                                                         ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
     Net Loss ........................................   $(790,088)   $ (81,986)
     Adjustments to reconcile net loss to net
       cash provided used in operating activities
          Amortization ...............................      28,923       28,923
          Stock issued for services ..................     459,017         --
       Changes in Current Assets and liabilities:
          (Increase) in Accounts receivable ..........     (16,396)        --
          (Increase) in Inventories ..................     (15,333)        --
          (Increase) in Prepaid expenses .............     (52,706)        --
          Increase in Accounts payable ...............      50,572          509
          Increase in Accrued expenses ...............     194,210         --
          Increase in Accrued wages ..................      90,237         --
          Increase in Accrued interest ...............       5,396         --
          Increase in Accrued payroll taxes ..........        --          8,382
                                                         ---------    ---------
          NET CASH (USED) BY
               OPERATING ACTIVITIES ..................     (46,168)     (44,172)

CASH FLOWS FROM FINANCING ACTIVITIES
     Sale of Common stock ............................      60,000       27,000
     Increase (decrease) in Notes payable ............     (16,850)      14,500
     (Decrease) Increase in Accounts payable SH ......      (3,775)        --
                                                         ---------    ---------
          NET CASH PROVIDED BY
               FINANCING ACTIVITIES ..................      39,375       41,500
                                                         ---------    ---------

NET INCREASE (DECREASE) IN CASH ......................      (6,793)      (2,672)
CASH AT BEGINNING OF PERIOD ..........................      20,937        8,113
                                                         ---------    ---------
CASH AT END OF PERIOD ................................   $  14,144    $   5,441
                                                         =========    =========
See accompanying notes and accountant's report.


                                       6
<PAGE>


                      SEALIFE CORPORATION AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2005


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

HISTORY:

Sealife Corp., a Nevada  corporation  ("Sealife  Nevada"),  was  incorporated in
2002. Also in 2002 Sealife Nevada became the sole  shareholder of SeaLife Marine
Products,  Inc.,  a  California  corporation.   The  subsidiary  was  formed  to
concentrate on certain marine product applications of its technology.

On June 30, 2002 SeaLife Nevada entered into an agreement with the  shareholders
of Division G, Inc. to exchange 100% of the stock of Division G, Inc. for shares
of SeaLife  Nevada's common stock.  The agreement became effective July 1, 2002.
At the time of acquisition  Division G, Inc.'s assets  consisted of ownership of
all rights in  perpetuity  to ProTerra  A6, a soil  conditioner,  Grease Bust, a
grease  treatment  and cleaner,  Soil Rescue,  a soil  Bio-remediation  product,
OilEx,  a soil  detoxification  and  rebuilding  product,  and  Muni-Mix a sewer
clean-up and  detoxification  product.  All products were in the early stages of
development. Division G, Inc. had no liabilities at the time of acquisition.

On July 31, 2002  Sealife  Nevada  formed a  wholly-owned  subsidiary,  Proterra
Technologies,  Inc.,  a California  corporation.  The  subsidiary  was formed to
concentrate on the agricultural product applications.

On December 20, 2002,  SeaLife  Nevada was  acquired by SeaLife  Corporation,  a
Delaware corporation (the "Company"),  formerly Integrated Enterprises,  Inc., a
public,  reporting  corporation,  pursuant  to the  terms  of a  Share  Exchange
Agreement.  The Company was a shell at the time of the acquisition and therefore
the acquisition was treated as a reverse merger whereby the acquired  company is
treated as the acquiring  company for accounting  purposes.  At the same time as
the share exchange, the Company effected a 15 to 1 reverse stock split.

A history of the Company is as follows:

Sealife  Corporation,  formerly  Integrated  Enterprises,  Inc.,  formerly  Vast
Technologies  Holding Company,  Inc., formerly Fraser Realty Group, Inc., 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.


                                       7
<PAGE>


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED

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, incurring further losses. FRG has been inactive
since 1990 and has not conducted any business since that time.

On August 4,  1998,  the  Chairman  of the Board and  President  and with  first
receiving the consent,  approval and  authorization of FRG's Board of Directors,
filed  with  the  Secretary  of State  of  Delaware  for  renewal,  revival  and
restoration of the Company's Certificate of Incorporation.

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.

On June 11, 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  shares with a par
value of $ 0.0001 per share.

On December 20, 2002 the Company acquired SeaLife Nevada.

Basis of Consolidation:

The accompanying  consolidated  financial statements include the accounts of the
Company,  SeaLife Nevada, a wholly-owned  subsidiary of the Company, and SeaLife
Marine Products, Inc., Proterra Technologies, Inc. and Division G, Inc., SeaLife
Nevada's  three  subsidiaries.   All  significant   inter-company  accounts  and
transactions, if any, have been eliminated in consolidation.


                                       8
<PAGE>


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONTINUED

Cash and Cash Equivalents:

For the  purposes of the  Statement  of Cash Flows,  the Company  considers  all
short-term debt securities to be cash equivalents.

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
carryforward at March 31, 2005 is approximately $4,750,000.

Amortization:

The Company  provides for  amortization of the Marine Product  Technologies  and
Proterra  Technologies  (each as defined in Note 2) 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:

Until  January 1, 2005,  the  Company,  together  with its  subsidiaries,  was a
development  stage company as defined under  Statements of Financial  Accounting
Standards No. 7.

NOTE 2 - TECHNOLOGIES

SeaLife  Marine  Products,  Inc.  entered  into an asset  purchase  agreement to
acquire  certain  technologies  (the "Marine  Product  Technologies")  from Gael
Himmah 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 (now known as SeaLife 1000  OutDrive(TM)),
                  and SeaLife  3000 (now known as SeaLife 100  XP(TM)),  present
                  and future marine coating and all  modifications,  variations,
                  enhancements and improvements thereon.
         3.       Full power to enforce its ownership interests.


                                       9
<PAGE>


NOTE 2 - TECHNOLOGIES-CONTINUED

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 1000 OutDrive(TM) is a solvent-based, anti-fouling coating for submerged
marine use.

SeaLife 1000 XP(TM) is a solvent-based coating with advanced anti-rust additives
for above water applications.

The Marine Product  Technologies were subsequently  assigned to the Company. The
Marine Product  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 time.

On September 17, 2003 the Company  entered into an agreement with Gael Himmah to
purchase all proprietary  rights and interests in four  additional  products and
technologies developed by him (the "Proterra Technologies"). Two of the products
are for  agricultural  applications and the other two appeal to a broader market
and are for soil  recovery.  The  purchase  price was $400,000 and was paid with
400,000  shares of the Company's  common  stock.  These  proprietary  rights and
interests are being amortized on a  straight-line  basis over a 15-year life. It
is management's  opinion that 15 years  represents a reasonable  estimate of the
product life at this time.

Amortization  expense  for the  Marine  Product  Technologies  and the  Proterra
Technologies for the periods is as follows:

                                                  Period Ended:
                                  MARCH 31, 2005                  MARCH 31, 2004
                                  --------------                  --------------
         Amortization                 $ 28,923                          $22,226


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

                  2005              $115,688
                  2006              $115,688
                  2007              $115,688
                  2008              $115,688
                  2009              $115,688

NOTE 3 - NOTES PAYABLE

Current Notes Payable:

On January 9, 2004,  the Company,  in  connection  with a  consulting  contract,
entered  into a $100,000  note with an  individual.  The note was due in full on
January  9, 2005,  and is  unsecured.  The  interest  rate is 7% per annum.  The
balance  of the note at March 31,  2005 and 2004 was  $100,000.  The  Company is
currently in default under this note.


                                       10
<PAGE>



NOTE 3 - NOTES PAYABLE-CONTINUED

On June 14, 2004,  the Company  entered into a $30,000 note with an  individual.
The note is due June 14, 2005, is unsecured,  and does not call for any payments
until  maturity.  The interest rate is 7% per annum.  The balance of the note at
March 31, 2005, was $30,000.

On August 4, 2004,  the Company  entered into a $35,000 note with an individual.
The note was due September 15, 2004,  unsecured,  and does not call for payments
until  maturity.  The interest rate is 36% per annum.  The Company is in default
under this agreement at December 31, 2004.  The balance of this note,  including
accrued interest, at March 31, 2005 and 2004 was $45,500 and $0 respectively.

LONG - TERM DEBT - NOTES PAYABLE

In connection  with the purchase of the Marine Product  Technologies on June 30,
2003 SeaLife Nevada entered into a ten-year note for $1,220,309.  The note is to
be repaid 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 payments are to be made 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 September 30, 2004 and
May 31, 2004 was $303,816.

At March 31,  2005,  there  remained  $7,313 past due on the note.  The note has
certain  default  provisions  and stated period of times to correct the default.
The note holder has not formally notified the Company of default.

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

NOTE 4 - COMMON STOCK

The Company has 100,000,000  shares of $.0001 par value Common Stock authorized.
At March 31, 2005 and March 31, 2004 the Company had 18,741,843,  and 12,292,710
shares outstanding respectively.

During the quarter ended March 31, 2005 the Company issued  1,239,778  shares of
Common Stock for services. The shares issued and value assigned for these shares
are as follows:

SERVICE                                                SHARES            VALUE
--------------------------------------------         ---------         ---------
Business Consulting ........................           491,204         $ 169,090
Legal Services .............................           470,001           184,381
Officer Salaries ...........................           180,000            70,614
Product Consulting .........................            98,573            34,932
                                                     ---------         ---------
Total Stock for Services ...................         1,239,778         $ 459,017
                                                     =========         =========


                                       11
<PAGE>


NOTE 5- PREFERRED STOCK

The Company had 2,000,000 shares of convertible  preferred stock  outstanding at
December 20,  2002,  the date the Company  acquired  SeaLife  Nevada.  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 the Company of which 300,000 shares were
conveyed to the original  shareholders of SeaLife Nevada,  including the current
Directors of the Company

NOTE 6 - CONSULTING AGREEMENT

On June  30,  2002  in  connection  with  the  purchase  of the  Marine  Product
Technologies,  SeaLife  Nevada  entered  into a  consulting  agreement  with the
developer  of the  Marine  Product  Technologies  for his  advice in the use and
improvement  of such  assets.  This  agreement  was  assigned to the Company and
amended in January 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 April 15,  2004,  and $12,000 per month  thereafter  until
September 1, 2007.  During 2004 the  consultant  agreed to 100,000 shares of the
Company's  common  stock  in  lieu  of  $100,000  owed  to him  pursuant  to the
consulting agreeement.  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 March 31, 2005 and 2004, the Company owed two major shareholders $91,755, and
$61,130  respectively  for monies  advanced to the Company.  The amounts due are
non-interest bearing and have no priority in liquidation.

The Company owed two of its  officers and  aggregate of $437,291 and $64,560 for
wages at March 31, 2005 and 2004, respectively.

On January 1, 2004 the Company  entered into a 5-year  employment  contract with
the   President  of  the  Company.   The   agreement   defines  the  duties  and
responsibilities of the position,  provides an annual compensation of $300,000 a
year,  with certain  vacation and sick days. The Company is required to maintain
an office and certain death benefits during the term of the contract. On October
29, 2004 the contract was amended to provide for annual compensation of $200,000
per year.


                                       12
<PAGE>


NOTE 8 - RELATED PARTIES - CONTINUED

On January 1, 2004 the Company  entered into a 4-year  employment  contract with
the  Vice-President  of the  Company.  The  agreement  defines  the  duties  and
responsibilities  of the position,  provides an annual compensation of $300,000,
with annual reviews and the  participation in an incentive program when adopted.
On October 29, 2004 the contract was amended to provide for annual  compensation
of $100,000 per year.

The  Company  also owed its  consultant,  the  developer  of the Marine  Product
Technologies,  $7,313 past due on a note, and $311,003, the principal balance of
such note at March 31, 2005.  During the period ended March 31, 2005 the Company
issued 98,573 shares to the consultant for product consulting.

During the period ended March 31, 2005 the Company  issued  180,000 shares to an
officer for compensation.

NOTE 9 - SECURITIES AND EXCHANGE COMMISSION INVESTIGATION

On April 5, 2005,  the United States  Securities  and Exchange  Commission  (the
"SEC")  filed a civil  complaint  in the United  States  District  Court for the
District of Colorado  against the Company,  Robert McCaslin (our Chief Executive
Officer and Chief  Financial  Officer),  and several third parties not currently
affiliated with the Company,  alleging  violations of the Securities Act of 1933
and the Securities  Exchange Act of 1934 in connection with events that occurred
in 2002 and 2003.

The complaint alleges that the Company, Mr. Caslin and six other individuals and
entities  engaged  in a  "scheme"  to  defraud  the  investing  public by "using
materially false and misleading public statements and manipulative stock trading
to create an artificial  market for, and to sell,  stock in the Company  without
registration or a valid exemption under the federal securities laws."

Specifically,  the complaint  alleges that, Mr. McCaslin  retained Roland Thomas
("Thomas")  to  raise  capital  for the  Company  and  promote  the  company  to
investors,  and to  raise  $400,000  to pay the  principal  shareholders  of the
Company and complete the acquisition  SeaLife Nevada,  and that Thomas devised a
plan with Douglas A. Glaser  ("Glaser")  to meet those  goals.  To carry out the
plan,  the complaint  alleges,  the Company issued one million shares to Thomas,
Glaser,  and an employee of ERT Technology  Corporation (a Delaware  corporation
owned by Thomas, Douglas A. Glaser and Barry S. Griffin ("Griffin"),  Jeffrey A.
Hayden ("Hayden"), and Morgan J. Wilbur III ("Wilbur"), and registered the stock
with the SEC on Form S-8, which registers stock issued to a company's  employees
and  consultants.  However,  the complaint  alleges that Form S-8 was improperly
used because  Thomas and Glaser were  retained to raise  capital for the Company
and to promote and maintain the market for the Company's stock.


                                       13
<PAGE>


NOTE 9 - SECURITIES AND EXCHANGE COMMISSION INVESTIGATION - CONTINUED

The complaint  further  alleges that Thomas and Glaser  transferred  portions of
their  stock to  Griffin,  Hayden,  and Wilbur for  ultimate  sale to the public
through brokerage  transactions.  Between January and March 2003,  Thomas,  ERT,
Glaser,  Griffin,  Hayden,  and Wilbur sold close to one  million  shares of the
Company's common stock. During this time, the Company was engaged in a publicity
campaign using press releases,  a corporate fact sheet, and a business plan. The
latter two documents were  disseminated to brokers and investors and also placed
on the Company's  web site for public  review.  The  complaint  alleges that the
publicity included materially false and misleading  information,  which included
claims (a) that the Company's  products were ready to be marketed,  when in fact
the Company needed capital to conduct  further  testing;  (b) that the Company's
intellectual  property was worth more than $60 million, when in fact the Company
carried  the  property  on its  books at less than  $1.5  million;  and (c) that
projected over $5 million sales during the Company's  first year and significant
profits based on a 70% gross  margin,  when in fact the Company had no basis for
figuring our sales margin and could not meet its projections  without additional
product  testing and  capital.  In  addition,  the  complaint  alleges  that the
Company's  publicity  campaign did not  disclose the $400,000  owed to the prior
principal  shareholders of the Company or the fact that the Company had retained
Thomas  and  Glaser  to sell the  Company's  stock to pay  that  debt and  raise
capital.  Filings made with the Commission on Form 8-K allegedly  compounded the
false and misleading  impact of the publicity  campaign.  The complaint  further
alleges that Thomas, ERT, Glaser, Griffin,  Hayden, and Wilbur used manipulative
techniques to  distribute  our common stock.  According to the  complaint,  they
engaged in wash sales or matched  trades,  and  purchased  small  amounts of the
stock  that they were  distributing  to create  artificial  trading  volume  and
maintain the price for the  distribution.  The  complaint  also alleges that the
Company made false and  misleading  statements  in an August 2003 press  release
about a renegotiation with the prior principal  shareholders of the shell, which
helped conceal the earlier fraudulent activities described above. All defendants
are charged with violating the securities  registration and antifraud provisions
of the  federal  securities  laws,  Sections  5(a)  and  (c)  and  17(a)  of the
Securities  Act of 1933  ("Securities  Act"),  Section  10(b) of the  Securities
Exchange Act of 1934 ("Exchange Act"), and Rule 10b-5 thereunder.  Thomas,  ERT,
Glaser, Griffin,  Hayden, and Wilbur are also charged with violating Rule 101 of
Regulation M, an anti-manipulation  rule that prohibits  participants in a stock
distribution  from purchasing  stock that they are  distributing.  The complaint
also charges that Mr.  McCaslin,  Thomas,  ERT,  and Glaser  violated  ownership
reporting  provisions  in Sections  13(d)(1)  and 16(a) of the  Exchange Act and
Rules  13d-1 and  16a-3,  and that  Thomas,  ERT,  and Glaser  violated  Section
13(d)(2) and Rule 13d-2.  Finally,  the complaint  charges that SeaLife violated
the filings  provisions,  Section  13(a) of the Exchange  Act and Rules  13a-11,
13a-13,  and 12b-20,  and that Mr. McCaslin aided and abetted those  violations.
The Commission  seeks permanent  injunctions  against all  defendants,  an order
requiring Thomas, ERT, Glaser,  Griffin, and Wilbur to provide an accounting and
disgorgement,  civil penalties against all defendants,  an  officer-and-director
bar against Mr.  McCaslin,  and penny stock bars against  Thomas,  ERT,  Glaser,
Griffin,  Hayden, and Wilbur.  Based on an initial review of the complaint,  the
Company and Mr.  McCaslin  deny the  allegations  made by the SEC, and intend to
continue to investigate  the  allegations  and  vigorously  defend the suit. The
Company and Mr.  McCaslin  have been served with the  complaint,  and no further
proceedings are scheduled at this time.


                                       14
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The information contained in this Form 10-QSB is intended to update the
information  contained  in our Annual  Report on Form  10-KSB for the year ended
December 31, 2004 and presumes  that readers have access to, and will have read,
the  "Management's  Discussion  and  Analysis  or Plan of  Operation"  and other
information  contained  in such Form  10-KSB  and 2004 Form  10-QSBs  previously
filed.  The following  discussion and analysis also should be read together with
our condensed  consolidated  financial statements and the notes to the condensed
consolidated financial statements included elsewhere in this Form 10-QSB.

         THIS  DISCUSSION  SUMMARIZES  THE  SIGNIFICANT  FACTORS  AFFECTING  THE
CONSOLIDATED OPERATING RESULTS, FINANCIAL CONDITION AND LIQUIDITY AND CASH FLOWS
OF SEALIFE CORPORATION.  FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND THE THREE
MONTHS  ENDED MARCH 31, 2004.  EXCEPT FOR  HISTORICAL  INFORMATION,  THE MATTERS
DISCUSSED IN THIS MANAGEMENT'S  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ARE
FORWARD-LOOKING  STATEMENTS THAT INVOLVE RISKS AND  UNCERTAINTIES  AND ARE BASED
UPON JUDGMENTS  CONCERNING  VARIOUS FACTORS THAT ARE BEYOND OUR CONTROL.  ACTUAL
RESULTS  COULD DIFFER  MATERIALLY  FROM THOSE  PROJECTED IN THE  FORWARD-LOOKING
STATEMENTS AS A RESULT OF, AMONG OTHER THINGS, THE FACTORS DESCRIBED BELOW UNDER
THE CAPTION "CAUTIONARY STATEMENTS AND RISK FACTORS."

OVERVIEW

         SeaLife Corporation was formed as a Delaware  corporation in 1984 under
the name Fraser  Realty  Group.  We operated as a real estate  investment  trust
until 1990,  when management was unable to secure  additional  financing or find
other means of obtaining needed cash to permit us to meet our obligations.  As a
result, we ceased operations and remained inactive until December, 2002.

         On December 17, 2002,  pursuant to an Exchange Agreement dated June 30,
2002, we acquired all of the issued and  outstanding  shares of SeaLife Corp., a
Nevada Corporation ("SeaLife Nevada"), in exchange for a substantial majority of
the shares of our common stock (the  "Acquisition").  Our stockholders  retained
their 274,554 shares of common stock which were issued and outstanding  prior to
the consummation of the Acquisition. Concurrent with the Acquisition, we changed
our name from Integrated  Enterprises,  Inc. to SeaLife Corporation,  our former
directors  and  officers  resigned,  and the  directors  and officers of SeaLife
Nevada. became our directors and officers. Also concurrent with the acquisition,
we effected a 15-to-1 reverse stock split.

         The  Acquisition  resulted  in a change of control  of, with the former
stockholders  of SeaLife Nevada  acquiring a substantial  majority of our common
stock  immediately  following  the closing of the  Acquisition.  Therefore,  the
Acquisition  was  accounted  for as a  reverse  merger,  pursuant  to which  the
accounting  basis  of  SeaLife  Nevada  continued  unchanged  subsequent  to the
transaction  date.  Accordingly,  the  pre-transaction  financial  statements of
SeaLife Nevada are now our historical financial statements.

         Sealife  Nevada was organized in April of 2002 to acquire,  develop and
market certain proprietary  products invented by Gael Himmah. At the time of the
Acquisition,  Sealife Nevada owned all of the  outstanding  stock of Division G,
Inc., a Nevada  corporation  ("Division G"),  Sealife Marine  Products,  Inc., a
California  corporation ("Sealife Marine"),  and Proterra  Technologies,  Inc. a
California corporation ("Proterra").  As a result of the Acquisition,  we became
the parent and sole shareholder of Sealife Nevada, which, in turn, was the sole


                                       15
<PAGE>


shareholder of Division G, Sealife Marine and Proterra.

         Our vision is to develop,  market and supply eco-friendly products that
can  solve  complex  environmental   problems  with  simple  natural  solutions,
establishing  the  environmentally  safe choice as the right  choice in specific
markets.

         Our goal is to establish  ourself as the global  leader in  "probiotic"
technologies.  Probiotic  technologies  refer to technologies  and products that
work in  "partnership  with  nature"  without  harming  the  environment  in its
targeted  markets.  We believe that worldwide demand for development of products
that are not  only  safe  for the  environment  but will  also  help  clean  the
environmental  damage caused by decades of use and disposal of deadly toxins and
the overuse of  pesticides  and  fertilizers,  is growing,  and will continue to
grow.  We believe that a large  percentage  of the products in use today can and
will be replaced by effective, environmentally safe equivalents.

         We developed a line of products utilizing such "probiotic" technologies
for the marine, agricultural and remediation markets. We began substantial sales
and  marketing  efforts in the first  quarter of 2005.  In  anticipation  of our
intended growth and the introduction of additional products to the market in the
future, we have implemented a corporate  structure whereby each market is served
by a separately operated subsidiary or division. Our marine products business is
operated  by  our  indirect   wholly-owned   subsidiary,   SeaLife  Marine.  Our
agricultural  products  business is operated  by the our  indirect  wholly-owned
subsidiary, ProTerra. Our remediation product business is operated as a. We also
plan on establishing a research and development  division that will focus on the
testing  and   development  of  existing  and  new  products  for  each  of  our
subsidiaries and divisions  provided  sufficient capital can be obtained to fund
such division. We have structured our operations in this manner to accommodate a
range of products for  specific  markets that have been and will be developed by
us.

CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES

         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.

         IMPAIRMENT  OF  GOODWILL.  We adopted SFAS No. 142 for all goodwill and
other intangible assets recognized in our statement of financial  position as of
May 31,  2004.  This  standard  changes  the  accounting  for  goodwill  from an
amortization method to an impairment-only  approach.  Our technologies are being
amortized over 15 years. This is management's best estimate of the technologies'
life at this time.

         REVENUE  RECOGNITION.  Revenue  is  recognized  on the day a product is
shipped and invoiced.

         ACCOUNTS  RECEIVABLE.  Accounts  receivable balances are evaluated on a
continual basis


                                       16
<PAGE>


and  allowances,  if any, are provided for  potentially  uncollectible  accounts
based on management's  estimate of our ability to collect such accounts.  If the
financial  condition of a customer  deteriorates,  resulting in an impairment of
its ability to make payments, an additional allowance may be required. Allowance
adjustments,  if any, are charged to operations in the period in which the facts
that give rise to the  adjustments  become  known.  To date, we have not had any
customer whose payment was considered  past due, and as such,  have not recorded
any reserves for doubtful collectibility.

         STOCK-BASED COMPENSATION. We account for stock-based compensation using
Accounting Principles Board ("APB") Opinion No. 25, "ACCOUNTING FOR STOCK ISSUED
TO EMPLOYEE."

RECENT ACCOUNTING PRONOUNCEMENTS

         In December 2004, the Financial  Accounting  Standards  Board, or FASB,
issued SFAS No. 123R "SHARE-BASED PAYMENT," a revision to FASB No. 123. SFAS No.
123R replaces existing  requirements  under SFAS No. 123 and APB Opinion No. 25,
and  requires  public  companies  to  recognize  the cost of  employee  services
received in exchange for equity instruments,  based on the grant-date fair value
of those instruments,  with limited  exceptions.  SFAS No. 123R also affects the
pattern in which  compensation  cost is recognized,  the accounting for employee
share purchase  plans,  and the accounting for income tax effects of share-based
payment transactions. For small-business filers, SFAS No. 123R will be effective
for  interim  periods  beginning  after  December  15,  2005.  We are  currently
determining  what  impact the  proposed  statement  would have on our results of
operations and financial position.

         The  FASB  has  proposed  FASB  Staff  Position  No.  SFAS  No.  109 a,
"APPLICATION OF FASB STATEMENT NO. 109, ACCOUNTING FOR INCOME TAXES, FOR THE TAX
DEDUCTION PROVIDED TO U.S. BASED MANUFACTURERS BY THE AMERICAN JOBS CREATION ACT
OF 2004." On October 22,  2004,  the  AMERICAN  JOBS  CREATION  ACT OF 2004 (the
"ACT") was signed into law by the  President.  This Act  includes tax relief for
domestic  manufacturers by providing a tax deduction up to 9 percent (when fully
phased-in) of the lesser of (a)  "qualified  production  activities  income," as
defined  in the  Act,  or (b)  taxable  income  (after  the  deduction  for  the
utilization of any net operating loss carry forwards).  As a result of this Act,
an issue has arisen as to whether this  deduction  should be accounted  for as a
special  deduction or a tax rate reduction  under  Statement 109. The FASB staff
believes that the domestic manufacturing deduction's characteristics are similar
to special deductions because the domestic  manufacturing  deduction is based on
the future  performance  of specific  activities,  including the level of wages.
Accordingly,  the FASB staff believes that the deduction  provided for under the
Act should be accounted for as a special  deduction in accordance with Statement
109 and not as a tax rate  reduction.  This provision of the Act is not expected
to have an impact on our financial statements.

         In November 2004, the FASB issued FASB Statement No. 151, which revised
ARB No.43,  relating  to  inventory  costs.  This  revision  is to  clarify  the
accounting  for abnormal  amounts of idle facility  expense,  freight,  handling
costs and wasted material  (spoilage).  This Statement requires that these items
be  recognized as a current  period  charge  regardless of whether they meet the
criterion  specified  in ARB  43.  In  addition,  this  Statement  requires  the
allocation of fixed production  overheads to the costs of conversion be based on
normal  capacity of the production  facilities.  This Statement is effective for
financial  statements for fiscal years  beginning  after June 15, 2005.  Earlier
application  is permitted  for  inventory  costs  incurred  during  fiscal years
beginning  after the date this  Statement is issued.  Management  believes  this
Statement will have no impact on our financial statements once adopted.


                                       17
<PAGE>


         In December  2004, the FASB issued FASB Statement No. 152, which amends
FASB  Statement No. 66,  Accounting  for Sales of Real Estate,  to reference the
financial  accounting  and  reporting  guidance  for  real  estate  time-sharing
transactions  that is provided in AICPA  Statement  of  Position  ("SOP")  04-2,
ACCOUNTING FOR REAL ESTATE TIME-SHARING TRANSACTIONS. This Statement also amends
FASB Statement No. 67,  ACCOUNTING  FOR COSTS AND INITIAL  RENTAL  OPERATIONS OF
REAL ESTATE PROJECTS,  to state that the guidance for (a) incidental  operations
and (b)  costs  incurred  to  sell  real  estate  projects  does  not  apply  to
real-estate time-sharing  transactions.  The accounting for those operations and
costs is subject to the guidance in SOP 04-2.  This  Statement is effective  for
financial statements for fiscal years beginning after June 15, 2005.  Management
believes this  Statement  will have no impact on our financial  statements  once
adopted.

         In  December  2004,  the FASB  issued  FASB  Statement  No.  153.  This
Statement  addresses the  measurement  of exchanges of nonmonetary  assets.  The
guidance in APB Opinion No. 29,  ACCOUNTING  FOR  NONMONETARY  TRANSACTIONS,  is
based on the principle that  exchanges of nonmonetary  assets should be measured
based on the fair value of the assets  exchanged.  The guidance in that Opinion,
however,  included certain  exceptions to that principle.  This Statement amends
Opinion 29 to  eliminate  the  exception  for  nonmonetary  exchanges of similar
productive  assets and  replaces it with a general  exception  for  exchanges of
nonmonetary assets that do not have commercial substance. A nonmonetary exchange
has commercial  substance if the future cash flows of the entity are expected to
change  significantly  as a result of the exchange.  This Statement is effective
for financial statements for fiscal years beginning after June 15, 2005. Earlier
application is permitted for nonmonetary asset exchanges  incurred during fiscal
years beginning after the date of this Statement is issued.  Management believes
this Statement will have no impact on our financial statements once adopted.

THREE MONTHS ENDED MARCH 31, 2004 VERSUS THREE MONTHS ENDED MARCH 31, 2005

RESULTS OF OPERATIONS

         We incurred a net loss of $790,088 for the three months ended March 31,
2005 as compared to a net loss of $81,986 for the three  months  ended March 31,
2004. This loss solely represents a loss from operations in each period. Our net
loss  increased  primarily  due to a  marked  increase  in  sales/marketing  and
general/administrative expenses, as described below.

         We had  revenues of $36,052 for the three  months  ended March 31, 2005
and revenues of $12,816 for the same period  ending in 2004.  Sales are expected
to become more significant over the balance of fiscal 2005. However, the rate of
this  increase  will  depend on the  success of our  marketing  efforts  and our
ability to raise additional capital to support continued operations.

         General  and   administrative   expenses  is  due  to  in  increase  in
compensation  expenses  for legal  services,  marketing  and  sales  executives,
implementation of our distribution  system,  business  consulting,  research and
development,  industrial relations consulting and our executive officers' wages.
These expenses  increased in connection with our increase in sales and marketing
efforts during the period ended March 31, 2005. The majority of our expenses are
recorded as paid-in  capital,  since the large  majority  of our  administrative
expenses are paid in


                                       18
<PAGE>


the form of common stock instead of cash.

Beginning  with  its  financial  statements  for the  four  month  period  ended
September 30, 2004, the Company  accounted for products  delivered by suppliers,
royalty  fees and  California  Environmental  Protection  Agency tax on sales as
"Cost of  Sales"  and  accounted  for  sample  costs as an  expense  charged  to
Marketing  and Sales.  Sample costs are our costs for products that are provided
at no  cost to our  customers  who  are  testing  such  products.  Prior  to the
financial  statements  for the four month period ended  September 30, 2004,  the
royalty fees and California  Environmental  Protection  Agency tax on sales were
treated as a General/Administrative  Expense and sample costs were accounted for
as a "Cost of Sales."

For the quarter  ended March 31,  2005,  we  continued  to account for  products
delivered by suppliers,  royalty fees and  California  Environmental  Protection
Agency tax on sales as "Cost of Sales,"  and to account  for sample  costs as an
expense  charged  to  Marketing  and  Sales.  However,  for the  purpose of this
Management's  Discussion and Analysis of our Results of Operations,  we have not
adjusted  the  Consolidated  Statement  of Income for the period ended March 31,
2004 on a  similar  basis to  provide  a  comparative  analysis.  As a result of
Management's  limited  resources  and the undue  cost and  expense  required  to
provide such comparison,  Management has determined that such a comparison could
not be provided.

LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 2005, we had cash and cash equivalents of approximately
$14,144.  As of March 31, 2005, we had negative working capital of approximately
$779,557.  We expect a significant use of cash during the balance of fiscal 2005
as we  continue  to develop  our sales and  marketing.  We  anticipate  that our
current cash reserves plus cash we expect to generate from  operations  will not
be sufficient to fund our operational  expenditures  for the balance of 2005. We
anticipate  the need required to raise  additional  funds by issuing  additional
equity, the amount and timing of which will depend on sales volume and increased
investment  spending in the areas of  sales/marketing  and expenses in the legal
and administration categories.

         If  additional   funds  are  raised  through  the  issuance  of  equity
securities, the current stockholders may experience dilution. Furthermore, there
can be no assurance that additional  financings will be available when needed or
that  if  available,  such  financings  will  include  terms  favorable  to  our
stockholders.  If such  financings  are not  available  when required or are not
available on acceptable  terms,  we may be unable to take  advantage of business
opportunities  or respond to  competitive  pressures,  any of which could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

         CASH FLOWS

         We currently satisfy our working capital requirements primarily through
sales of equity securities.  For the three months ended March 31, 2005, we had a
net decrease in cash of  approximately  $6,793.  Cash flows from operating,  and
financing  activities  for the three  months  ended March 31, 2004 and the three
months ended March 31, 2005 are summarized in the following table:

                                                            THREE MONTHS
                                                           ENDED MARCH 31,
                                                     --------------------------
ACTIVITY:                                              2004              2005
--------------------------------------------         --------          --------

Operating activities .......................         $(44,172)         $(46,168)
Financing activities .......................           41,500            39,375
                                                     --------          --------
  Net increase (decrease) in cash ..........         $ (2,672)         $ (6,793)


         OPERATING ACTIVITIES

         The net cash used in  operating  activities  of  approximately  $46,168
during the three months ended March 31, 2005 was primarily the result of the net
loss of  approximately  $790,088 and increases in receivables  of  approximately
$16,396,  inventory of approximately $15,333, and payments and prepaid and other
of  approximately  $52,706 as we increased  our sales  efforts  during the three
month period,  partially  offset by an increase in accounts  payable and accrued
liabilities of  approximately  $340,415 and non-cash  expenses of  approximately
$487,940.  The non-cash  expenses recorded during the period included $28,923 of
technology cost amortization,  $37,500 of non-cash  compensation expense for the
issuance of common stock in  consideration  of salary,  and $421,517 of non-cash
expense for the  issuance of common stock in  consideration  of  consulting  and
legal services.


                                       19
<PAGE>


         The net cash used in  operating  activities  of  approximately  $44,172
during the three months ended March 31, 2004 was primarily the result of the net
loss of  approximately  $81,986 and partially  offset by an increase in accounts
payable of approximately  $509 and non-cash  expenses of approximately  $37,305.
The non-cash  expenses recorded during the period included $28,923 of technology
cost amortization, and $8,382 of accrued payroll taxes.

         FINANCING ACTIVITIES

         Net cash from  financing  activities  was $39,375 for the three  months
ended March 31, 2005,  as compared to $41,500 for the three month period  ending
March 31, 2004.  The Company  raised a total of $60,000  through the issuance of
common stock during the three months ended March 31, 2005. This was used to fund
the net loss from  operations.  The  principal  use of cash for the three months
ended March 31, 2004 was to fund the net loss from operations for the period.

         On the balance sheet, paid in capital increased from $5,100,452 for the
period ending  December 31, 2004 to $5,619,326 for the three months ending March
31, 2005.  This paid in capital was used to fund services from our  consultants,
attorneys and  executives.  These services will continue to be funded by paid in
capital until we reach a sales level that can fund continued operations.

GOING CONCERN

         Our  independent  auditor  has  expressed  substantial  doubt as to our
ability to continue as a going concern, in its report for the seven months ended
December 31, 2004,  based on significant  operating  losses that we incurred and
the fact that we do not have adequate  working capital to finance our day-to-day
operations.

         We currently  plan to raise  additional  capital  through the public or
private  placement  of our common  stock  and/or  private  placement  of debt or
convertible  debentures  in order to meet our ongoing cash needs.  However,  the
additional funding we require may not be available on acceptable terms or at all
and, if obtained, could result in significant dilution. Management also hopes to
begin generating commercial orders for its SeaLife 1000(TM) marine paint product
which would generate additional cash flow.

         To date we have financed  approximately  90% of our expenses by issuing
shares  of  common   stock  in  exchange   for   services  of  legal  and  other
professionals.  The remaining 10% was financed  through private  placement stock
offerings.  In  order  to  expand,  we will be  required  to  obtain  additional
financing either in the form of debt or equity.

         If we cannot obtain adequate  funding or achieve revenues from the sale
of its products,  it could be required to significantly curtail or even shutdown
its operations.

CAUTIONARY STATEMENTS AND RISK FACTORS

         Several   of  the   matters   discussed   in  this   document   contain
forward-looking  statements  that  involve  risks  and  uncertainties.   Factors
associated with the  forward-looking  statements that could cause actual results
to differ  materially  from those  projected  or  forecast  are  included in the
statements  below.  In addition to other  information  contained in this report,
readers should carefully consider the following cautionary statements.


                                       20
<PAGE>


                                  RISK FACTORS

YOU  SHOULD  CAREFULLY  CONSIDER  THE  FOLLOWING  RISK  FACTORS  AND  ALL  OTHER
INFORMATION  CONTAINED  IN THIS REPORT  BEFORE  PURCHASING  SHARES OF OUR COMMON
STOCK.  INVESTING IN OUR COMMON STOCK  INVOLVES A HIGH DEGREE OF RISK. IF ANY OF
THE  FOLLOWING  EVENTS OR OUTCOMES  ACTUALLY  OCCURS,  OUR  BUSINESS,  OPERATING
RESULTS AND FINANCIAL  CONDITION WOULD LIKELY SUFFER.  AS A RESULT,  THE TRADING
PRICE OF OUR COMMON  STOCK  COULD  DECLINE,  AND YOU MAY LOSE ALL OR PART OF THE
MONEY YOU PAID TO PURCHASE OUR COMMON STOCK.

                          RISKS RELATED TO OUR BUSINESS

OUR AUDITORS HAVE A GOING CONCERN  QUALIFICATION  IN THEIR OPINION  CONTAINED IN
OUR AUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS WHICH RAISES  SUBSTANTIAL DOUBT
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

         As a result of our substantial  historical  operating  losses,  limited
revenues and working  capital and our capital needs,  our auditors added a going
concern qualification  (explanatory  paragraph) in their report contained in our
audited  consolidated  financial  statements for the seven months ended December
31, 2004 which raises substantial doubt about our ability to continue as a going
concern.  While we have relied principally in the past on external financing and
the payment of equity as direct  compensation for services to provide  liquidity
and capital resources for our operations, we can provide no assurances that cash
generated  from  operations  together  with cash  received  in the  future  from
external  financing  will be  sufficient  to  enable us to  continue  as a going
concern.

         Additionally, we can provide no assurances that service providers, such
as our lawyers and other  consultants,  previously  willing to accept our common
stock as direct compensation for their services, will continue to find that form
of  compensation  acceptable.  If these service  providers  refuse to accept our
equity as compensation,  and we are unable to generate  adequate cash to sustain
operations or to obtain enough cash from future  financing,  we will not be able
to continue as a going concern.

WE HAVE INCURRED  SUBSTANTIAL  LOSSES FROM  INCEPTION  WHILE  REALIZING  LIMITED
REVENUES AND WE MAY NEVER GENERATE  SUBSTANTIAL REVENUES OR BE PROFITABLE IN THE
FUTURE.

         For each fiscal year since our  acquisition  of SeaLife Nevada in 2002,
we  have  generated  net  losses  and  we  have   accumulated   losses  totaling
approximately  $5,262,373 as of March 31, 2005.  We have only  recently  emerged
from our development  stage operations and have  historically  generated limited
revenues.  We can  provide  no  assurances  that our  operations  will  generate
substantial  revenues  or be  profitable  in the future.  We have just  recently
introduced  some of our products  into the  marketplace  and have shipped  small
quantities to our distributors.

WE WILL NEED TO RAISE  ADDITIONAL  CAPITAL AND IT MAY NOT BE  AVAILABLE TO US ON
FAVORABLE TERMS OR AT ALL;  INABILITY TO OBTAIN ANY NEEDED ADDITIONAL CAPITAL ON
FAVORABLE TERMS COULD ADVERSELY  AFFECT OUR BUSINESS,  RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.

         We  estimate  that we may need to raise up to $5 million of  additional
capital  over  the  next  12  to 15  months  to  support  our  operations,  meet
competitive  pressures and/or respond to unanticipated  requirements  during and
beyond that period. While there are no definitive


                                       21
<PAGE>


arrangements  with respect to sources of  additional  financing,  management  is
optimistic  that  these  funds  can be  raised  through  public  and/or  private
offerings of our common  stock.  However,  our  inability  to obtain  additional
financing,  when needed or on favorable terms, could materially adversely affect
our business,  results of operations and financial  condition and could cause us
to curtail or cease operations.

OUR FUTURE REVENUES ARE  UNPREDICTABLE  AND OUR QUARTERLY  OPERATING RESULTS MAY
FLUCTUATE SIGNIFICANTLY.

         We have a very limited operating history,  and have very little revenue
to date.  We cannot  forecast  with any degree of  certainty  whether any of our
products  or services  will ever  generate  meaningful  revenue or the amount of
revenue to be  generated by any of our  products or  services.  In addition,  we
cannot predict the consistency of our quarterly operating results. Factors which
may cause our  operating  results to  fluctuate  significantly  from  quarter to
quarter include:

         o        our ability to attract new and repeat customers;
         o        our ability to keep current with the evolving  requirements of
                  our target market;
         o        our ability to protect our proprietary technology;
         o        the  ability  of our  competitors  to  offer  new or  enhanced
                  products or services;
         o        our ability to sell  products  during  different  parts of the
                  calendar  year where the use of our  products by  consumers is
                  less likely; and
         o        unanticipated   delays  or  cost  increases  with  respect  to
                  research and development.

         Because  of these and other  factors,  we  believe  comparisons  of our
results of  operations  for our three  months ended March 31, 2005 and March 31,
2004,  are not good  indicators  of our  future  performance.  If our  operating
results fall below the expectations of securities analysts and investors in some
future periods, then our stock price may decline.

WE EXPECT OUR BUSINESS TO BE SEASONAL WHICH MEANS THAT WE ANTICIPATE HAVING LESS
REVENUE DURING CERTAIN PORTIONS OF THE YEAR.

         The practical application of our products,  both in the case of SeaLife
Marine paint products and Proterra agriculture products, requires warmer weather
conditions with little to no precipitation.  As a result, management expects our
business to be seasonal,  with sales and earnings being relatively higher during
the outdoor season (such as the spring and summer  seasons) and lower during the
indoor season (such as the fall and winter  seasons).  Accordingly,  we may show
lower revenues during portions of the year which could correspondingly adversely
affect the price of our common stock.

OUR SUCCESS  DEPENDS IN PART ON OUR SUCCESSFUL  DEVELOPMENT AND SALE OF PRODUCTS
CURRENTLY IN THE RESEARCH AND DEVELOPMENT STAGE.

         Many  of  our  product   candidates  are  still  in  the  research  and
development  stage. The successful  development of new products is uncertain and
subject to a number of significant  risks.  Potential products that appear to be
promising at early states of  development  may not reach the market for a number
of reasons,  including  but not  limited  to, the cost and time of  development.
Potential products may be found to be ineffective or cause harmful side effects,
fail to receive necessary regulatory approvals, be difficult to manufacture on a
large scale or be uneconomical or


                                       22
<PAGE>


fail to achieve market acceptance.  Additionally,  our proprietary  products may
not be commercially available for a number of years, if at all.

         There can be no assurance that any of our products in development  will
be successfully developed or that we will achieve significant revenues from such
products even if they are successfully developed.  Our success is dependent upon
our ability to develop and market our products on a timely  basis.  There can be
no  assurance  that  we will be  successful  in  developing  or  marketing  such
products,  or taking  advantage of the perceived  demand for such  products.  In
addition,  there can be no assurance that products or technologies  developed by
others will not render our products or technologies non-competitive or obsolete.

WE WILL RELY IN PART ON  INTERNATIONAL  SALES,  WHICH ARE SUBJECT TO  ADDITIONAL
RISKS.

         International  sales  may  account  for a  significant  portion  of our
revenues.  International  sales can be subject to many  inherent  risks that are
difficult or impossible for us to predict or control, including:

         o        unexpected changes in regulatory requirements and tariffs;
         o        difficulties  and costs  associated with staffing and managing
                  foreign    operations,     including    foreign    distributor
                  relationships;
         o        longer  accounts  receivable   collection  cycles  in  certain
                  foreign countries;
         o        adverse economic or political changes;
         o        unexpected changes in regulatory requirements;
         o        more  limited  protection  for  intellectual  property in some
                  countries;
         o        changes in our international  distribution  network and direct
                  sales force;
         o        potential trade restrictions, exchange controls and import and
                  export licensing requirements;
         o        potentially   adverse  tax  consequences  of  overlapping  tax
                  structure; and
         o        foreign currency fluctuations.

FAILURE TO ADEQUATELY  EXPAND TO ADDRESS  EXPANDING MARKET  OPPORTUNITIES  COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND RESULTS OF OPERATIONS.

         We  anticipate  that a  significant  expansion  of  operations  will be
required to address potential market  opportunities.  There can be no assurances
that we will expand our operations in a timely or  sufficiently  large manner to
capitalize on these market opportunities.  The anticipated substantial growth is
expected  to place a  significant  strain  on our  managerial,  operational  and
financial  resources and systems.  While management  believes it must implement,
improve  and  effectively  use  our   operational,   management,   research  and
development,  marketing,  financial  and  employee  training  systems  to manage
anticipated  substantial growth, there can be no assurances that these practices
will be successful.

WE MAY NOT BE ABLE TO ADEQUATELY  PROTECT OUR INTELLECTUAL  PROPERTY RIGHTS, AND
MAY BE EXPOSED TO INFRINGEMENT CLAIMS FROM THIRD PARTIES.

         The  technologies  upon which our products are based are protected only
by laws governing the  protection of trade  secrets.  Our success will depend in
part on our  ability  to  preserve  our trade  secrets  and to  operate  without
infringing on the proprietary rights of third parties. There can be no assurance
that others will not independently develop similar  technologies,  duplicate our
technologies or design around our technologies.


                                       23
<PAGE>


         The  processes  and  know-how  of  importance  to  our  technology  are
dependent upon the skills,  knowledge and experience of our technical personnel,
consultants  and advisors  and such skills,  knowledge  and  experience  are not
patentable.  To help  protect  our  rights,  we require  employees,  significant
consultants and advisors with access to  confidential  information to enter into
confidentiality  and proprietary rights  agreements.  There can be no assurance,
however,  that these agreements will provide  adequate  protection for our trade
secrets,  know-how or proprietary  information in the event of any  unauthorized
use or disclosure.

         We may,  from time to time,  become  involved in  litigation  regarding
intellectual  property  rights.  From time to time, we may receive  notices from
third parties of potential  infringement  and claims of potential  infringement.
Defending  these claims could be costly and time  consuming and would divert the
attention of  management  and key  personnel  from other  business  issues.  The
complexity  of the  technology  involved  and the  uncertainty  of  intellectual
property  litigation  increases  these risks.  Claims of  intellectual  property
infringement  also  might  require us to enter  into  costly  royalty or license
agreements. However, we may be unable to obtain royalty or license agreements on
terms acceptable to us, or at all.

         We do not believe  that any of our  technology  infringes on the patent
rights of third parties. However, there can be no assurance that certain aspects
of our  technology  will not be  challenged by the holders of patents or that we
will not be  required to license or  otherwise  acquire  from third  parties the
right to use additional  technology.  The failure to overcome such challenges or
obtain such licenses or rights on acceptable terms could have a material adverse
affect on us, our business, results of operations and financial condition.

IF WE BECOME INVOLVED IN LITIGATION  ARISING FROM THE FACT THAT OUR PRODUCTS ARE
FOUND TO ADVERSELY AFFECT THE ENVIRONMENT,  OR IF WE ARE REQUIRED TO PARTICIPATE
IN ANY ENVIRONMENTAL  REMEDIATION PROCESSES, THE COSTS OF SUCH ACTIVITIES MAY BE
SIGNIFICANT AND COULD MATERIALLY AND ADVERSELY HARM OUR BUSINESS.

         As a chemical  manufacturer,  certain of our products are  regulated by
the U.S.  Environmental  Protection Agency and the individual states, cities and
localities  where  marketed.  Certain  of our  products  are also  regulated  by
individual countries in the foreign markets in which we distribute, or intend to
distribute,  our  products.  While we believe  that our products do not harm the
environment,  and while our  products  currently  comply with the  environmental
regulations to which they are subject, in the event any of our products do cause
adverse affects to the  environment,  we may be involved in litigation and other
claims raised by private parties,  specialized environmental interest groups and
governmental regulatory agencies.  Additionally, we may be required to remediate
any areas that are harmed by our  products.  If we are required to pay any third
party or regulatory  agency as a result of such claims, or if we are required to
participate  in any such  remediation  processes,  the costs of such  activities
could materially and adversely affect our business.

WE FACE TECHNICAL RISKS  ASSOCIATED WITH  COMMERCIALIZING  OUR TECHNOLOGY  WHICH
COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR BUSINESS RESULTS AND OPERATIONS.

         A key to our future  success is the ability to produce our  products at
lower  costs  than  our  competitors.   Although  we  are  currently   utilizing
proprietary  technology to produce such products at lower costs,  our method for
producing such products on a commercial basis has only recently begun.  Further,
although results from recent  independent tests and our early production results
have been  encouraging,  the ability of our technology to  commercially  produce
such products at  consistent  levels is still being  evaluated.  There can be no
assurance that we will continue to


                                       24
<PAGE>


produce  such  products  at  lower  costs  than  our  competitors,  nor that our
technology  will allow us to  commercially  produce such  products at consistent
levels.

WE MAY BE UNABLE TO COMPETE  EFFECTIVELY WITH COMPETITORS OF PERCEIVED COMPETING
TECHNOLOGIES  OR  DIRECT   COMPETITORS  THAT  MAY  ENTER  OUR  MARKET  WITH  NEW
TECHNOLOGIES.

         The market for our products and services is relatively new. Our ability
to increase  revenues  and  generate  profitability  is directly  related to our
ability to maintain a competitive  advantage  because of our U.S.  Environmental
Protection  Agency  regulatory  registration  of our  leading  product,  SeaLife
1000(TM).  However, we face potential direct competition from companies that may
enter this market with new competing  technologies  and with greater  financial,
marketing and  distribution  resources  than us. These greater  resources  could
permit our  competitors  to  introduce  new  products  and  implement  extensive
advertising and promotional programs,  with which we may not be able to compete.
As a  result,  we can  provide  no  assurances  that we will be able to  compete
effectively in the future.

OUR PRODUCTS MAY BE SUBJECT TO TECHNOLOGICAL OBSOLESCENCE.

         Considerable  research is underway by competitors and potential  future
competitors into the causes of and solutions for marine,  agricultural and other
environmental  pollution.  Discovery of new technologies could replace or result
in lower  than  anticipated  demand for our  products,  which  would  materially
adversely  effect  our  operations  and  could  cause  us to  curtail  or  cease
operations.

OUR  INABILITY  TO ACCESS,  OR A CHANGE IN THE PRICES  OF, RAW  MATERIALS  COULD
MATERIALLY ADVERSELY IMPACT OUR RESULTS OF OPERATIONS.

         We  purchase  certain  raw  materials  such as Cuprous  Oxide and other
biocides, pesticides or toxins, under short- and long-term supply contracts. The
purchase prices are generally  determined based on prevailing market conditions.
If there is a shortage in these raw  materials,  or if our  suppliers  otherwise
increase the costs of such materials, this could materially adversely impact our
results of operations.

WE HAVE LIMITED HUMAN RESOURCES.

         Our growth to date has placed, and our anticipated further expansion of
our operations  will continue to place, a significant  strain on our management,
systems  and  resources.  We will need to  continue  to develop  and improve our
financial and management  controls and our reporting systems and procedures.  We
cannot assure you that we will be able to efficiently or effectively  manage the
growth of our  operations,  and any failure to do so may limit our future growth
and  materially  and  adversely  affect our  business,  financial  condition and
results of operations.

OUR FUTURE  SUCCESS  DEPENDS,  IN PART, ON OUR KEY  PERSONNEL,  CONSULTANTS  AND
PRINCIPAL MANAGEMENT'S CONTINUED PARTICIPATION.

         Our ability to  successfully  develop our  products,  manage growth and
maintain our competitive  position will depend, in large part, on our ability to
attract  and  retain  highly  qualified  management  and  technologists.  We are
dependent  upon  our  Chief  Executive  Officer  and  Chief  Financial  Officer,
President of SeaLife  Marine,  and Gael Himmah,  an independent  contractor that
acts as our Chief Consulting Scientist,  and other members of our management and
consulting


                                       25
<PAGE>


team.  We do not  maintain Key Man life  insurance on any of these  employees or
consultants.  Competition for such personnel is significant, and there can be no
assurance that we will be able to continue to attract and retain such personnel.
Our  consultants  may be  affiliated  or  employed  by others  and some may have
consulting or other advisory  arrangements with other entities that may conflict
or compete with their obligations to us. We address such potential  conflicts by
requiring   that   our   consultants   and   independent   contractors   execute
confidentiality  agreements  upon  commencement  of  relationships  with us,  by
closely  monitoring the work of such persons and by requiring  material transfer
and assignment agreements wherever possible and appropriate.

         Gael Himmah, the individual  responsible for the development of most of
the  technology  that forms the basis of our  products is  currently  party to a
consulting agreement with us. If Mr. Himmah terminates his relationship with us,
or  otherwise  is  unable to  provide  services  to us,  it may have a  material
negative  affect on our ability to continue  development  of our current and new
product  lines.  We do not carry any Key Man life insurance on Mr. Himmah and do
not have any plans to do so in the near future.

WE ARE HIGHLY DEPENDENT ON OUTSIDE CONSULTANTS.

         If our consultants or collaborative partners, including, in particular,
our Chief Consulting Scientist, Gael Himmah, do not perform, we may be unable to
develop and bring to market new products as  anticipated,  or to further develop
and commercialize existing products.

         We may in the future  enter  into  consulting  arrangements  with third
parties to develop  products.  These  arrangements  may not  produce  successful
products.  If we fail to establish  these  arrangements,  the number of products
from which we could receive future revenues will be limited.

         Our dependence on consulting  arrangements  with third parties subjects
us to a number of risks. These arrangements may not be on terms favorable to us.
We cannot absolutely  control the amount and timing of resources our consultants
may  devote  to our  products,  and these  third  parties  may  choose to pursue
alternative products. These third parties also may not perform their obligations
as  expected.  Business  combinations,  significant  changes  in their  business
strategy,  or  their  access  to  financial  resources  may  adversely  affect a
consultant's  or partner's  willingness  or ability to complete its  obligations
under the arrangement.  Moreover,  we could become involved in disputes with our
consultants  or  partners,  which  could  lead to delays or  termination  of the
arrangements and time-consuming and expensive litigation or arbitration.

WE DO NOT HAVE A SEPARATE  STANDING AUDIT COMMITTEE,  COMPENSATION  COMMITTEE OR
NOMINATING  AND  CORPORATE  GOVERNANCE  COMMITTEE,  SO  THE  DUTIES  CUSTOMARILY
DELEGATED  TO THOSE  COMMITTEES  ARE  PERFORMED  BY THE BOARD OF  DIRECTORS AS A
WHOLE,  AND NO DIRECTOR IS AN "AUDIT COMMITTEE  FINANCIAL  EXPERT" AS DEFINED BY
THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION.

         Our Board of  Directors  consists of two members,  our Chief  Executive
Officer and Chief Financial Officer,  and our Vice President and Secretary.  The
Board of Directors  as a whole  performs  the  functions of an Audit  Committee,
Compensation  Committee  and  Nominating  and  Corporate  Governance  Committee.
Neither of the directors is considered  "independent"  under Rule 4200(a)(15) of
the National  Association of Securities Dealers listing  standards,  and neither
qualifies  as an audit  committee  financial  expert as  defined  in Item 401 of
Regulation S-B. Accordingly, we will not be able to list our common stock with a
nationally  recognized  exchange until we recruit  independent  directors to the
Board and restructure our Board to comply with


                                       26
<PAGE>


various requirements currently in place by those self-regulating  organizations,
and as a result,  it may be  difficult  for you to sell our  common  stock.

THE  REQUIREMENTS  OF  THE  SARBANES-OXLEY   ACT,  INCLUDING  SECTION  404,  ARE
BURDENSOME,  AND OUR FAILURE TO COMPLY  WITH THEM COULD HAVE A MATERIAL  ADVERSE
AFFECT ON OUR BUSINESS AND STOCK PRICE.

         Except  with  respect  to the  adoption  of our Code of Ethics  and our
compliance  with  certain  requirements  specifically  applicable  to our Annual
Report on Form 10-KSB and our other  periodic  reports,  our  management has not
commenced  any  specific  procedures  to  comply  with the  requirements  of the
Sarbanes Oxley Act of 2002,  including  specifically,  the process  necessary to
implement the  requirements  of Section 404 of the  Sarbanes-Oxley  Act of 2002,
which  requires  our  management  to assess the  effectiveness  of our  internal
controls over financial  reporting and include an assertion in our annual report
as to the  effectiveness  of our controls.  Beginning  with our Annual Report on
Form 10-KSB for the year ended December 31, 2006,  unless  otherwise  amended by
the Securities and Exchange Commission,  our independent  registered  accounting
firm will be required to attest to whether our  assessment of the  effectiveness
of our  internal  control  over  financial  reporting  is  fairly  stated in all
material respects and separately report on whether it believes we maintained, in
all material respects,  effective internal controls over financial  reporting as
of December 31, 2006.  Because of our  management's  lack of resources,  and our
limited  operations,  we have not  commenced the process of preparing the system
and process  documentation,  performing an  evaluation of our internal  controls
required  for our  management  to make this  assessment  and for the auditors to
provide their attestation report, and accordingly, have not begun testing of the
effectiveness  of these  internal  controls.  We expect that this  process  will
require significant amounts of management time and resources,  as well as higher
expenses  in the form of higher  audit and review  fees,  higher  legal fees and
higher  internal  costs to document,  test and  potentially  remediate  internal
controls. Accordingly, with respect to Section 404 in particular, there exists a
significant  risk  that we will  not be able  to meet  all the  requirements  of
Section  404 by the end of fiscal year 2006,  when we are  required to report on
our internal controls and provide our auditor's  opinion thereon.  Additionally,
even in the event we  attempt  to comply  with  Section  404,  in the  course of
evaluation and testing,  management may identify  deficiencies that will need to
be addressed and remediated,  which could  potentially  have a material  adverse
effect  on  our  stock  price  and  could  result  in   significant   additional
expenditures.

                          RISKS RELATED TO OUR INDUSTRY

OUR  INDUSTRY IS VERY  COMPETITIVE,  AND WE MAY BE UNABLE TO CONTINUE TO COMPETE
EFFECTIVELY IN THIS INDUSTRY IN THE FUTURE.

         We are engaged in an industry  that is highly  competitive.  We compete
with many other  suppliers  and new  competitors  continue to enter the markets.
Many of our  competitors,  both in the United  States and  elsewhere,  are major
chemical  companies,  and  many  of  them  have  substantially  greater  capital
resources, marketing experience, research and development staffs, and facilities
than we do. Any of these companies could succeed in developing products that are
more  effective  than the  products  that we have or may develop and may also be
more successful  than us in producing and marketing  their  products.  We expect
this  competition  to continue and intensify in the future.  Competition  in our
markets is primarily driven by:

         o        product performance, features and liability;
         o        price;
         o        timing of product introductions;


                                       27
<PAGE>


         o        ability to develop,  maintain and protect proprietary products
                  and technologies;
         o        sales and distribution capabilities;
         o        technical support and service;
         o        brand loyalty;
         o        applications support; and
         o        breadth of product line.

         If  a  competitor   develops  superior   technology  or  cost-effective
alternatives to our products,  our business,  financial condition and results of
operations could be materially adversely affected.

WE ARE  SUBJECT  TO A WIDE  VARIETY  OF  LOCAL,  STATE  AND  FEDERAL  RULES  AND
REGULATIONS,  WHICH COULD RESULT IN UNINTENTIONAL VIOLATIONS OF SUCH LAWS. ALSO,
CHANGES IN SUCH LAWS COULD RESULT IN LOSS OF REVENUES.

         As a chemical manufacturer,  we are subject to a wide variety of local,
state and federal rules and  regulations.  While we believe that our  operations
are in compliance with all applicable rules and  regulations,  we can provide no
assurances  that from time to time  unintentional  violations  of such rules and
regulations  will not occur.  Certain of our products are regulated by the U. S.
Environmental  Protection  Agency  and the  individual  states  where  marketed.
Government  regulation  results in added  costs for  compliance  activities  and
increases the risk of losing revenues should regulations change. Also, from time
to time we must expend  resources to comply with newly adopted  regulations,  as
well as  changes  in  existing  regulations.  If we fail to  comply  with  these
regulations,  we could be subject  to  disciplinary  actions  or  administrative
enforcement actions. These actions could result in penalties, including fines.

                        RISKS RELATED TO OUR COMMON STOCK

WE HAVE A LIMITED  TRADING  VOLUME AND SHARES  ELIGIBLE  FOR FUTURE  SALE BY OUR
CURRENT STOCKHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE.

         To date, we have had a very limited trading volume in our common stock.
As long as this condition continues,  the sale of a significant number of shares
of common  stock at any  particular  time could be  difficult  to achieve at the
market  prices  prevailing  immediately  before  such  shares  are  offered.  In
addition,  sales of substantial amounts of common stock, including shares issued
upon the  exercise  of  outstanding  options  and  warrants,  under  Rule 144 or
otherwise could adversely affect the prevailing market price of our common stock
and could  impair our ability to raise  capital at that time through the sale of
our  securities.  As a result of our limited cash, a number of our employees and
consultants have elected to accept a portion of their  compensation in shares of
our common  stock and a portion of these  shares  have been  issued  pursuant to
effective registration statements or registered for resale to the public.

OUR COMMON STOCK PRICE IS HIGHLY VOLATILE.

         The market price of our common stock is likely to be highly volatile as
the stock  market  in  general,  and the  market  for  technology  companies  in
particular, has been highly volatile.

         Factors  that could  cause  such  volatility  in our  common  stock may
include, among other things:


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<PAGE>


         o        actual or anticipated  fluctuations in our quarterly operating
                  results;
         o        announcements of technological innovations;
         o        changes in financial estimates by securities analysts;
         o        conditions or trends in our industry; and
         o        changes  in  the  market   valuations   of  other   comparable
                  companies.

THE SALE OF OUR  COMMON  STOCK ON THE  OVER-THE-COUNTER  BULLETIN  BOARD AND THE
POTENTIAL  DESIGNATION  OF OUR COMMON STOCK AS A "PENNY  STOCK" COULD IMPACT THE
TRADING MARKET FOR OUR COMMON STOCK.

         Our securities,  as traded on the Over-the-Counter Bulletin Board, will
be subject to Securities and Exchange Commission rules that impose special sales
practice  requirements upon  broker-dealers  who sell such securities to persons
other than established  customers or accredited  investors.  For purposes of the
rule, the phrase  "accredited  investors" means, in general terms,  institutions
with assets in excess of $5,000,000, or individuals having a net worth in excess
of $1,000,000 or having an annual  income that exceeds  $200,000 (or that,  when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the rule, the broker-dealer  must make a special  suitability  determination for
the purchaser and receive the purchaser's  written  agreement to the transaction
prior  to  the  sale.   Consequently,   the  rule  may  affect  the  ability  of
broker-dealers  to sell our  securities  and  also may  affect  the  ability  of
purchasers to sell their securities in any market that might develop therefor.

         In  addition,  the  Securities  and Exchange  Commission  has adopted a
number of rules to regulate  "penny  stock." Such rules  include  Rules  3a51-1,
15g-1,  15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities
and Exchange Act of 1934,  as amended.  Because our  securities  may  constitute
"penny stock"  within the meaning of the rules,  the rules would apply to us and
to our  securities.  The rules may  further  affect the ability of owners of our
common stock to sell our securities in any market that might develop for them.

         Shareholders should be aware that, according to Securities and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices have been  manipulated to a desired level,  resulting in investor losses.
Our  management  is aware of the abuses that have occurred  historically  in the
penny stock market. Although we do not expect to be in a position to dictate the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the described patterns from being established with respect to our securities.

WE DO NOT FORESEE PAYING DIVIDENDS IN THE NEAR FUTURE.

         We have not paid  dividends on our common  stock and do not  anticipate
paying such dividends in the foreseeable future.

ANY  ISSUANCE  OF  FURTHER  STOCK MAY  RESULT IN THE LOSS OF  CONTROL BY PRESENT
MANAGEMENT AND SHAREHOLDERS.


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<PAGE>


         We may issue shares in consideration  for cash,  assets or services out
of our authorized but unissued common stock that could, upon issuance, represent
a majority of our voting power and equity.  The result of such an issuance would
be that those new  shareholders  and  management  would  control us, and unknown
persons could  replace our  management  at that time.  Such an occurrence  would
result  in a  greatly  reduced  percentage  of  ownership  of us by our  current
shareholders.

OFFICERS AND  DIRECTORS OWN A  SIGNIFICANT  PORTION OF OUR COMMON  STOCK,  WHICH
COULD  LIMIT  OUR  SHAREHOLDERS'   ABILITY  TO  INFLUENCE  THE  OUTCOME  OF  KEY
TRANSACTIONS.

         As of March 22, 2005,  our officers and directors and their  affiliates
owned  approximately  30% of our  outstanding  voting shares.  As a result,  our
officers and directors are able to exert considerable influence over the outcome
of any matters submitted to a vote of the holders of our common stock, including
the election of our Board of Directors.  The voting power of these  shareholders
could also  discourage  others from seeking to acquire control of us through the
purchase of our common stock, which might depress the price of our common stock.


ITEM 3.  CONTROLS AND PROCEDURES.

CONTROLS AND PROCEDURES

         Members of the  company's  management,  including  our Chief  Executive
Officer,  President and Chief Financial Officer, Robert McCaslin, have evaluated
the  effectiveness  of our  disclosure  controls and  procedures,  as defined by
paragraph (e) of Exchange Act Rules 13a-15 or 15d-15,  as of March 31, 2005, the
end of the  period  covered by this  report.  Based  upon that  evaluation,  Mr.
McCaslin concluded that our disclosure controls and procedures are effective.

INTERNAL CONTROL OVER FINANCIAL REPORTING

         There were no changes in our internal control over financial  reporting
or in other factors  identified in connection  with the  evaluation  required by
paragraph  (d) of Exchange Act Rules 13a-15 or 15d-15 that  occurred  during the
first  quarter  ended  March  31,  2005 that have  materially  affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.


                                       30
<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         On April 5, 2005, the United States Securities and Exchange  Commission
(the "SEC") filed a civil  complaint in the United States District Court for the
District of Colorado  against us, Robert McCaslin (our Chief  Executive  Officer
and Chief Financial Officer), and several third parties not currently affiliated
with the Company,  alleging  violations  of the  Securities  Act of 1933 and the
Securities  Exchange Act of 1934 in connection with events that occurred in 2002
and 2003.

         The complaint alleges that we, Mr. Caslin and six other individuals and
entities  engaged  in a  "scheme"  to  defraud  the  investing  public by "using
materially false and misleading public statements and manipulative stock trading
to create an  artificial  market  for,  and to sell,  our common  stock  without
registration or a valid exemption under the federal securities laws."

         Specifically,  the complaint alleges that, Mr. McCaslin retained Roland
Thomas  ("Thomas") to raise  capital for us and promote us to investors,  and to
raise $400,000 to pay our principal shareholders and complete the acquisition of
SeaLife Nevada, and that Thomas devised a plan with Douglas A. Glaser ("Glaser")
to meet those goals. To carry out the plan, the complaint alleges, we issued one
million shares to Thomas,  Glaser, and an employee of ERT Technology Corporation
(a Delaware corporation owned by Thomas,  Douglas A. Glaser and Barry S. Griffin
("Griffin"),  Jeffrey A. Hayden ("Hayden"), and Morgan J. Wilbur III ("Wilbur"),
and registered the stock with the SEC on Form S-8, which  registers stock issued
to a company's  employees and consultants.  However,  the complaint alleges that
Form S-8 was  improperly  used because  Thomas and Glaser were retained to raise
capital for us and to promote and maintain the market for our common stock.

         The  complaint  further  alleges  that  Thomas and  Glaser  transferred
portions of their stock to Griffin,  Hayden, and Wilbur for ultimate sale to the
public through brokerage  transactions.  Between January and March 2003, Thomas,
ERT, Glaser, Griffin, Hayden, and Wilbur sold close to one million shares of our
common stock.  During this time, we were engaged in a publicity  campaign  using
press  releases,  a corporate  fact sheet,  and a business  plan. The latter two
documents were  disseminated to brokers and investors and also placed on our web
site for public  review.  The  complaint  alleges  that the  publicity  included
materially false and misleading information,  which included claims (a) that our
products  were ready to be marketed,  when in fact we needed  capital to conduct
further  testing;  (b) that our  intellectual  property  was worth more than $60
million,  when in fact we carried  the  property  on its books at less than $1.5
million;  and (c) that projected over $5 million sales during our first year and
significant  profits based on a 70% gross  margin,  when in fact we had no basis
for  figuring  our  sales  margin  and could  not meet its  projections  without
additional product testing and capital. In addition,  the complaint alleges that
our  publicity  campaign did not disclose  the  $400,000  owed to the  principal
shareholders  of the shell or the fact that we had retained Thomas and Glaser to
sell our common stock to pay that debt and raise capital.  Filings made with the
Commission on Form 8-K allegedly  compounded the false and misleading  impact of
the publicity campaign.

         The  complaint  further  alleges that  Thomas,  ERT,  Glaser,  Griffin,
Hayden, and Wilbur used manipulative  techniques to distribute our common stock.
According to the complaint,  they engaged in wash sales or matched  trades,  and
purchased small amounts of the stock that they


                                       31
<PAGE>


were distributing to create artificial trading volume and maintain the price for
the distribution.  Through these  techniques,  they were able to generate income
for  themselves,  but they did not send any of that  money  back to us or to the
prior principal  shareholders  of the shell.  The complaint also alleges that we
made false and  misleading  statements  in an August 2003 press  release about a
renegotiation  with the prior principal  shareholders of the shell, which helped
conceal the earlier fraudulent activities described above.

         All defendants  are charged with violating the securities  registration
and antifraud  provisions of the federal securities laws,  Sections 5(a) and (c)
and 17(a) of the Securities Act of 1933 ("Securities Act"), Section 10(b) of the
Securities  Exchange Act of 1934 ("Exchange  Act"),  and Rule 10b-5  thereunder.
Thomas, ERT, Glaser, Griffin, Hayden, and Wilbur are also charged with violating
Rule 101 of Regulation M, an anti-manipulation  rule that prohibits participants
in a stock  distribution from purchasing stock that they are  distributing.  The
complaint  also  charges that Mr.  McCaslin,  Thomas,  ERT, and Glaser  violated
ownership  reporting  provisions in Sections  13(d)(1) and 16(a) of the Exchange
Act and Rules 13d-1 and 16a-3, and that Thomas, ERT, and Glaser violated Section
13(d)(2) and Rule 13d-2.  Finally,  the complaint  charges that SeaLife violated
the filings  provisions,  Section  13(a) of the Exchange  Act and Rules  13a-11,
13a-13, and 12b-20, and that Mr. McCaslin aided and abetted those violations.

         The Commission seeks permanent  injunctions against all defendants,  an
order  requiring  Thomas,  ERT,  Glaser,  Griffin,  and  Wilbur  to  provide  an
accounting  and  disgorgement,   civil  penalties  against  all  defendants,  an
officer-and-director  bar against  Mr.  McCaslin,  and penny stock bars  against
Thomas, ERT, Glaser, Griffin, Hayden, and Wilbur.

         Based on an initial review of the complaint,  we and Mr.  McCaslin deny
the  allegations  made by the SEC,  and intend to  continue to  investigate  the
allegations  and  vigorously  defend  the  suit.  We have been  served  with the
complaint, and no further proceedings are scheduled at this time.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

         In January 2005 we issued an aggregate of 142,844  shares of our common
stock  to two  individuals  at  $0.35  per  share,  for a  total  investment  of
approximately $50,000. The investors in this transaction  represented to us that
each was an "accredited investor" within the meaning of Rule 501 of Regulation D
under the  Securities  Act of 1933, and that he was receiving the securities for
investment and not in connection with a distribution  thereof.  The issuance and
sale of these  securities  was  exempt  from  the  registration  and  prospectus
delivery  requirements  of the  Securities  Act  pursuant to Section 4(2) of the
Securities Act as transactions not involving any public offering.

         In February  2005 we issued an aggregate of 47,619 shares of our common
stock to an  individual at $0.21 per share,  for a total  investment of $10,000.
The investor in this  transaction  represented  to us that he was an "accredited
investor"  within the meaning of Rule 501 of  Regulation D under the  Securities
Act of 1933,  and that he was receiving the securities for investment and not in
connection  with  a  distribution  thereof.  The  issuance  and  sale  of  these
securities was exempt from the registration and prospectus delivery requirements
of the  Securities  Act  pursuant  to  Section  4(2)  of the  Securities  Act as
transactions not involving any public offering.

         Also in February 2005 we issued  100,000  shares of our common stock to
Lionel Gosselin, for sales and marketing services rendered pursuant to the terms
of that certain


                                       32
<PAGE>



Consulting  Agreement  dated July 1,  2003,  between  us and Mr.  Gosselin.  The
investor  in this  transaction  represented  to us  that  he was an  "accredited
investor"  within the meaning of Rule 501 of  Regulation D under the  Securities
Act of 1933,  and that he was receiving the securities for investment and not in
connection  with  a  distribution  thereof.  The  issuance  and  sale  of  these
securities   were  exempt  from  the   registration   and  prospectus   delivery
requirements  of the  Securities  Act pursuant to Section 4(2) of the Securities
Act as transactions not involving any public offering.

         Also in February  2005,  we issued to Brokers  Unlimited,  Inc.  63,989
shares of our common stock, pursuant to the terms of a consulting agreement,  as
payment for services  rendered through December 31, 2004. In addition,  pursuant
to the  terms of the  consulting  agreement,  we  agreed  to  issue  to  Brokers
Unlimited, Inc., shares having an aggregate value of $115,000 on a monthly basis
for  the  seven-month  term  of the  agreement.  The  consulting  agreement  was
subsequently  terminated  in  January  2005  The  issuance  and  sales  of these
securities is exempt from the registration and prospectus delivery  requirements
of the  Securities  Act  pursuant  to  Section  4(2)  of the  Securities  Act as
transactions not involving any public offering.

ITEM 6.  EXHIBITS

         THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REPORT:

EXHIBIT
NUMBER                                      DESCRIPTION
-------           --------------------------------------------------------------

3.1               Restated  Certificate of Incorporation of SeaLife  Corporation
                  (1)

3.2               Bylaws of SeaLife Corporation (1)

10.9              Amendment  No. 1 to  Consulting  Agreement  with Michael Sahl,
                  effective as of January 20, 2005.(2)

10.11             Distribution  Agreement between Sealife Marine Products,  Inc.
                  and  Surface  Protection   Industries   International,   dated
                  February 15, 2005.(3)

10.12             Distribution  Agreement between Sealife Marine Products,  Inc.
                  and Current, Inc. dated March 10, 2005.(3)

10.13             Distribution  Agreement between Sealife Marine Products,  Inc.
                  and Sealife  Marine  Africa PTY Ltd.,  dated as of January 28,
                  2005.(3)

31.1              Certification  of Principal  Executive  Officer and  Principal
                  Financial Officer pursuant to pursuant Securities Exchange Act
                  Rules  13a-14(a) and 15d-14(a) as adopted  pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

32.1              Certification  of Principal  Executive  Officer and  Principal
                  Financial  Officer  pursuant  to 18 U.S.C.  Section  1350,  as
                  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002.

(1)  Filed as an  Exhibit  to our  Annual  Report on Form  10-KSB for the period
     ended May 31, 2003, dated September 19, 2004.
(2)  Filed as an  Exhibit to our  Registration  Statement  on Form  SB-2,  filed
     January 25, 2005.
(3)  Filed as an  Exhibit  to our  Annual  Report on Form  10-KSB for the period
     ended December 31, 2004, dated April 12, 1005.


                                       33
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                      SEALIFE CORPORATION


Date: May 23, 2005                    /s/ Robert A. McCaslin
                                      ---------------------------------
                                      By:   Robert A. McCaslin
                                      Its:  Chief Financial Officer
                                            (Principal Financial and
                                            Accounting Officer)


                                       34