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 SEPTEMBER 30, 2004


|_|      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE  SECURITIES
         EXCHANGE ACT OF 1934


                        COMMISSION FILE NUMBER: 000-13895

                                   ----------
                               SEALIFE CORPORATION
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
                                   ----------

              DELAWARE                                        34-1444240
   (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                        DENTIFICATION NUMBER)

5601 W. SLAUSON AVENUE, CULVER CITY,                            90230
             CALIFORNIA                                       (ZIP CODE)
   (ADDRESS OF PRINCIPAL EXECUTIVE
              OFFICES)


                                 (310) 338-9757
                 (ISSUER'S TELEPHONE NUMBER INCLUDING AREA CODE)

                         FORMER FISCAL YEAR END: MAY 31
      (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE
                                  LAST REPORT)
                                   ----------

      Check  whether  the issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the Issuer was required to file such
reports)  and (2) has been subject to such filing  requirements  for the past 90
days. Yes |X|. No |_|.


     The  number of shares  outstanding  of the  issuer's  Common  Stock,  as of
October 25, 2004, was 15,009,043.


     Transitional Small Business Disclosure Format (check one): Yes |_| No |X|


<PAGE>


This Quarterly Report on Form 10-QSB (including the exhibits hereto),  and other
reports,  proxy and  information  statements,  and other  communications  to our
stockholders, as well as oral statements made by representatives of the Company,
may contain certain "forward-looking  statements" within the meaning of the safe
harbor provisions of the Private  Securities  Litigation Reform Act of 1995, and
other information  detailed from time to time in our filings with the Securities
and Exchange Commission that are subject to risks and uncertainties,  including,
but not limited to, our ability to raise additional capital,  product demand and
market acceptance, capital spending plans, new product development, availability
of products from third party suppliers,  fluctuations in operating  results with
respect to, among other things, the Company's future revenues, operating income,
and earnings per share,  as well as plans and  objectives of  management.  These
forward-looking  statements are typically identified by words or phrases such as
"believe,"  "expect,"  "anticipate,"  "plan,"  "estimate,"  "intend,"  and other
similar words and  expressions,  or future or conditional  verbs such as "will,"
"should,"  "would," and "could." This Quarterly  Report on Form 10-QSB should be
read in conjunction  with the Company's  consolidated  financial  statements and
accompanying notes.


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

On August 20,  2004,  the  Company  changed  its fiscal  year end from May 31 to
December  31.  This  report is being filed based on the date which is the end of
the quarterly period of our new fiscal year, September 30, 2004. Therefore, this
report  includes  both  financial  statements  for the  quarterly  period  ended
September 30, 2004, and the one month period ended June 30, 2004.

Consolidated Financial Statements (unaudited)

     o    Consolidated Balance Sheets at September 30, 2004 and May 31, 2004

     o    Consolidated Statement of Income for the one month ended June 30, 2004
          and 2003,  three months ended September 30, 2004 and 2003 and the four
          months ended September 30, 2004 and 2003.

     o    Consolidated Changes of Stockholders' Equity

     o    Consolidated  Statements  of Cash  Flows  for the  four  months  ended
          September 30, 2004 and September 30, 2003

     o    Notes to Interim Stockholders Equity


                                       2
<PAGE>


SEALIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2004 and May 31, 2004
                                                    September 30,     May 31,
                                                        2004            2004
                                                     -----------    -----------
                     ASSETS
Current Assets
 Cash ............................................   $    24,658    $    34,056
 Inventory .......................................        13,174          6,000
 Accounts receivable .............................        60,342
 Prepaid expenses ................................       291,347        403,332
                                                     -----------    -----------
      Total Current Assets .......................       389,521        443,388
Other Assets
 Technology ......................................     1,735,309      1,735,309
 Less: accumulated amortization ..................      (228,076)      (189,512)
                                                     -----------    -----------
                                                       1,507,233      1,545,797
                                                     -----------    -----------

      Total Assets ...............................   $ 1,896,754    $ 1,989,185
                                                     ===========    ===========

       LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
 Notes payable ...................................   $   130,000    $   130,000
 Accounts payable ................................        60,144         54,531
 Accounts payable - shareholders .................        81,130         61,130
 Accrued wages ...................................       233,132         64,560
 Accrued interest ................................        15,042          4,584
 Accrued payroll taxes ...........................         8,382          8,382
 Current portion of long-term debt ...............         8,633          3,291
                                                     -----------    -----------
      Total Current Liabilities ..................       536,463        326,478
Long-Term Debt
 Notes payable ...................................       309,683        315,025
                                                     -----------    -----------
      Total Liabilities ..........................       846,146        641,503
Stockholders' Equity
 Common stock ....................................         1,509          1,454
 Additional paid in capital ......................     4,158,296      3,855,368
 Retained deficit ................................    (3,109,197)    (2,509,140)
                                                     -----------    -----------
                                                       1,050,608      1,347,682
                                                     -----------    -----------

      Total Liabilities and Stockholders' Equity .   $ 1,896,754    $ 1,989,185
                                                     ===========    ===========

Unaudited - see accompanying notes and accountant's report.


                                       3

SEALIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
For the one month ended June 30, 2004 and 2003


                                                     June 30,          June 30,
                                                       2004              2003
                                                     --------          --------

Sales ......................................         $   --            $    300

Cost of sales ..............................             --                --
                                                     --------          --------

               Gross Profit ................             --                 300

Sales and marketing ........................              427                18

General and administrative .................           94,368            11,123
                                                     --------          --------

                                                       94,795            11,141
                                                     --------          --------

Net Loss ...................................         $(94,795)         $(10,841)
                                                     ========          ========

Unaudited - see accompanying notes and accountant's report.


                                       4
<PAGE>



SEALIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
For the three months ended September 30, 2004 and 2003

                                                        Three months ended
                                                          September 30,
                                                   ----------------------------
                                                      2004               2003
                                                   ---------          ---------

Sales ....................................         $ 106,842          $   2,374

Cost of sales ............................            56,091                 80
                                                   ---------          ---------

             Gross Profit ................            50,751              2,294

Sales and marketing ......................             7,837              6,562

General and administrative ...............           548,177             20,065
                                                   ---------          ---------

                                                     556,014             26,627

Net Loss .................................         $(505,263)         $ (24,333)
                                                   =========          =========

Unaudited - see accompanying notes and accountant's report.


                                       5
<PAGE>



SEALIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
For the four months ended September 30, 2004 and 2003

                                                        Four Months Ended
                                                          September 30,
                                                   ----------------------------
                                                     2004                2003
                                                   ---------          ---------

Sales ....................................         $ 106,842          $   2,674

Cost of sales ............................            56,091                 80
                                                   ---------          ---------

             Gross Profit ................            50,751              2,594

Sales and marketing ......................             8,263              6,580

General and administrative ...............           642,545             31,188
                                                   ---------          ---------

                                                     650,808             37,768

Net Loss .................................         $(600,057)         $ (35,174)
                                                   =========          =========

Unaudited - see accompanying notes and accountant's report.


                                       6
<PAGE>


<TABLE>
SEALIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CHANGES OF STOCKHOLDERS' EQUITY
For the Period Ended September 30, 2004

<CAPTION>
                                                                                        ADDITIONAL
                                    PREFERRED STOCK               COMMON STOCK           PAID IN      RETAINED
                                  SHARES       AMOUNT         SHARES        AMOUNT       CAPITAL       DEFICIT         TOTAL
                               -----------   -----------   -----------   -----------   -----------   -----------    -----------
<S>                                 <C>     <C>            <C>          <C>           <C>           <C>            <C>
Balance May 31, 2004 .......        --      $      --      14,536,155   $     1,454   $ 3,855,368   $(2,509,140)   $ 1,347,682


     Stock for services ....        --             --         397,914            40       290,477          --          290,517

     Sale of stock .........        --             --          14,577            15        12,451          --           12,466

     Net loss for the period        --             --            --            --            --        (600,057)      (600,057)
                               -----------   -----------   -----------   -----------   -----------   -----------    -----------

Balance September 30, 2004 .        --       $     --      14,948,646    $     1,509   $ 4,158,296   $(3,109,197)   $ 1,050,608
                               ===========   ===========   ===========   ===========   ===========   ===========    ===========
</TABLE>

See accompanying notes and accountant's report.


                                       7
<PAGE>


SEALIFE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the four months ended September 30, 2004 and 2003

                                                              September 30,
                                                         ----------------------
                                                           2004          2003
                                                         ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES
     Net Loss ........................................   $(600,057)   $ (35,174)
     Adjustments to reconcile net loss to net
       cash provided used in operating activities
          Amortization ...............................     185,231         --
          Stock for services expenses ................     255,835         --
       Changes in Current Assets and liabilities:
          (Increase) in Accounts Receivable ..........     (60,342)        --
          (Increase) in Inventories ..................      (7,174)        --
          Increase in Accounts payable ...............       5,613        1,077
          Increase in Accrued wages ..................     168,572         --
          Increase in Accrued interest ...............      10,458         --
                                                         ---------    ---------
          NET CASH (USED) BY
               OPERATING ACTIVITIES ..................     (41,864)     (34,097)


CASH FLOWS FROM FINANCING ACTIVITIES
     Investor proceeds ...............................      12,466       40,000
     Increase in Notes payable .......................        --          1,028
     Increase (Decrease) in Accounts payable
         Shareholders ................................      20,000       (3,855)
                                                         ---------    ---------
          NET CASH PROVIDED BY
               FINANCING ACTIVITIES ..................      32,466       37,173
                                                         ---------    ---------

NET INCREASE (DECREASE) IN CASH ......................      (9,398)       3,076

CASH AT BEGINNING OF PERIOD ..........................      34,056          558
                                                         ---------    ---------
CASH AT END OF PERIOD ................................   $  24,658    $   3,634
                                                         =========    =========

See accompanying notes and accountant's report.


                                       8
<PAGE>


                    SEALIFE CORPORATION AND ITS SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

HISTORY:

SeaLife Corp., a Nevada  corporation  ("SeaLife  Nevada"),  was  incorporated on
January 21,  2002.  On February 4, 2002,  SeaLife  Nevada  formed a wholly owned
subsidiary,  SeaLife  Marine  Products,  Inc.,  a  California  corporation.  The
subsidiary was formed to concentrate on the marine product  applications  of the
Technologies owned.

On June 30,  2002,  SeaLife  Nevada  entered  into an  agreement  with the three
shareholders'  of Division G, Inc. to exchange  100% of the stock of Division G,
Inc.  for  2,100,000  million  shares of  SeaLife  Nevada's  common  stock.  The
agreement was to be effective July 1, 2002. At the time of acquisition, Division
G,  Inc.  assets   consisted  of  ownership  of  all  rights  in  perpetuity  to
GreaseBeast(TM),   a  grease  treatment  and  cleaner,  Soil  ResQ(TM),  a  soil
conditioning product,  OilEx(TM),  a soil detoxification and rebuilding product,
and MuniMix(TM) 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 and remains dormant to this day.

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

On December 20, 2002,  SeaLife  Nevada was  acquired by SeaLife  Corporation,  a
Delaware corporation (formerly Integrated Enterprises, Inc.), a public reporting
corporation  (the  "Company").  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 merger, the Company affected a 15 to 1 reverse
stock split.

A corporate 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.

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


                                       9
<PAGE>


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 17,  2002,  the Company  acquired all of the issued and  outstanding
shares of SeaLife  Nevada in exchange for a  substantial  majority of the common
stock of the Company.

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 wholly-owned subsidiaries. All significant inter-company accounts
and transactions, if any, have been eliminated in consolidation.

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 September 30, 2004 is approximately $2,675,000.


                                       10
<PAGE>


Amortization:

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

Use of Estimates:

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

Development Stage:

Until June 1, 2004, Sealife  Corporation and Subsidiaries were development stage
companies as defined under Statements of Financial Accounting Standards No. 7

NOTE 2 - TECHNOLOGIES

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

     1-   Patent application rights for EPA registration  number 70214-1 and all
          modifications, enhancements and improvements thereon.

     2-   All rights in  perpetuity  in and to SeaLife  1000,  SeaLife 2000 (now
          known as SeaLife  1000  OutDrive(TM)),  and SeaLife 3000 (now known as
          SeaLife  1000  XP(TM)),  present  and future  marine  coating  and all
          modifications, variations, enhancements and improvements thereon.

     3-   Full power to enforce its ownership interests.

SeaLife 1000 is a solvent based,  anti-fouling  coating for  underwater  use. It
provides a unique  anti-shell,  anti-algae,  anti-fungus and anti-rust  coating,
with competitive results.

SeaLife 1000 OutDrive(TM) is a solvent-based, anti-fouling coating for submerged
marine use. This product is in the early stages of development.

SeaLife  1000  XP(TM)  is a  water  based  coating  with an  advanced  anti-rust
additives for the above water  application.  This product is in the early stages
of development.

The purchased 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  products and processes
developed by him. Two of the  products  are for the  agriculture  market 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.


                                       11
<PAGE>


Amortization expense for the periods is as follows:

                                                 PERIOD ENDED:
                                 SEPTEMBER 30, 2004           SEPTEMBER 30, 2000
                                 ------------------           ------------------
AMORTIZATION                     $ 38,564                     $     -0-


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

All of the  technologies  acquired by the Company are  referred to herein as the
"Technologies."

NOTE 3 - NOTES PAYABLE

Current Notes Payable:
On January 9, 2004,  the Company,  in  connection  with a  consulting  contract,
entered into a $30,000 note with an individual. The note is due January 8, 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 May 31,  2004 and 2003 was
$30,000 and $0 respectively.

On January 9, 2004,  the Company,  in  connection  with a  consulting  contract,
entered  into a $100,000  note with an  individual.  The note is due  January 8,
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 May 31, 2004 and 2003
was $100,000 and $0 respectively.

LONG-TERM DEBT - NOTES PAYABLE:

In connection with the purchase of the Technologies on June 30, 2003 the Company
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 payment is to
be paid  monthly and the note bears  interest  at the rate of 7% per annum.  The
note may be  converted  at the option of the  holder to the common  stock of the
company at a conversion  price,  which is equivalent to 80% of the market price,
based on the  average  bid price for the last 30 days.  On  January  2, 2003 the
holder  converted  $1,000,000  of the  note  for  1,000,000  shares  of  SeaLife
Corporation  stock.  The balance of the note at  September  30, 2004 and May 31,
2004 was $309,683.

At September 30, 2004 there  remained  $8,633 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.

On June 14, 2003 the Company  borrowed  $14,500 from an individual.  The note is
due June 14, 2008, unsecured, and does not call for any payments until maturity.
The interest  rate is 7.5% per annum.  The balance of the note at September  30,
2004 and May 31, 2004 was $14,500.

Because of the repayment  schedule of the June 30, 2003 note and an inability to
accurately  forecast future sales,  maturities on long-term debt annually cannot
be computed.

NOTE 4 - COMMON STOCK

The Company has 100,000,000  shares of $.0001 par value Common Stock authorized.
At September 30, 2004 and May 31, 2004 the Company had 14,948,646 and 14,536,155
shares outstanding respectively.

During the four-month period ended September 30, 2004 the Company issued 397,914
shares of Common Stock for services.  The shares  issued and value  assigned for
these shares are as follows:


                                       12
<PAGE>


                      SERVICE                       SHARES           VALUE
     --------------------------------------        --------        --------

     Legal Services .......................         149,404        $109,065
     Officer Salaries .....................         107,688          78,652
     Product Consulting ...................         140,822         102,800
                                                   --------        --------

     Total Stock for Services .............         397,914        $290,517
                                                   ========        ========

NOTE 5- PREFERRED STOCK

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

NOTE 6 - CONSULTING AGREEMENTS

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

The  agreement  calls for the  consultant  to  receive  $10,000  per month  from
September  1, 2002 to April 15,  2004,  and $12,000 per month  thereafter  until
September 1, 2007.  During the year the consultant agreed to convert $100,000 of
this payable into 100,000  shares of the Company's  common stock.  These amounts
were settled for stock under an agreement dated September 17, 2003 (see Note 8).
In addition, during the quarter ended November 30, 2003 the Company entered into
an  additional  agreement  with this  consultant  to  provide  services  through
December  31, 2003 for an  additional  300,000  shares of the  Company's  common
stock.  At September 30, 2004,  the Company owed the  consultant  $103,750 under
this agreement.

The Company entered into four separate  business-consulting  agreements in March
of  2004.  These  agreements  are  for one  year,  ending  in  March  2005.  The
compensation  to be paid  pursuant to the  agreements  is 800,000  shares of the
Company's  common  stock  valued at  $440,000.  $359,332 was recorded as Prepaid
expense in connection with these agreements at May 31, 2004.

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 September 30, 2004 and 2003 the Company owed two major  shareholders  $81,130
and $61,130  respectively  for monies advanced the Company.  The amounts due are
non-interest bearing and have no priority in liquidation.

The Company owed two of its officers $164,560 and $64,560 for wages at September
30, 2004 and May 31, 2004, respectively.


                                       13
<PAGE>


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.

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 owes the  consultant  and the  developer  of the  Technologies
$103,750 on the consulting agreements, $8,633 past due on the loan agreement and
$309,683,  the balance of the loan at September 30, 2004.  During the four-month
period  ended  September  30,  2004 the  Company  issued  140,822  shares to the
consultant for product consulting.

During the period ended  September 30, 2004 the Company issued 107,688 shares to
an officer for compensation.

NOTE 9 - SECURITIES AND EXCHANGE COMMISSION INVESTIGATION

On August 4, 2003 the Company was advised that it is the subject of a Securities
and Exchange Commission investigation. The Company is uncertain of the nature of
the investigation, and no charges have been levied by the Commission against the
Company to date.  The Company was advised on January 23, 2004 that the SEC Staff
intends to  recommend  that the SEC file  enforcement  proceedings  against  the
Company and its Chief Executive Officer for alleged violations of sections 5 and
17(a) of the Securities Act of 1933 and Sections 10(b),  13(d)1 and 16(a) of the
Securities  Exchange Act of 1934, and Rules 10b-5,  13d-1 and 16a-3  thereunder.
The Company has received no additional communication regarding this matter since
that time. The ultimate disposition of this matter is unknown at this date.


                                       14
<PAGE>


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

GENERAL OVERVIEW

SeaLife Corporation (the "Company") was formed as a Delaware corporation in 1984
under the name  Fraser  Realty  Group.  The  Company  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 the Company to
meet its obligations.  As a result,  the Company ceased  operations and remained
inactive until December, 2002.

On December 17, 2002, pursuant to an Exchange Agreement dated June 30, 2002, the
Company  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 the Company's common stock (the  "Acquisition").  The stockholders
of the Company  retained  their 274,554 shares of common stock which were issued
and outstanding  prior to the consummation of the  Acquisition.  Concurrent with
the Acquisition, the Company changed its name from Integrated Enterprises,  Inc.
to SeaLife  Corporation,  the  former  directors  and  officers  of the  Company
resigned,  and the directors and officers of SeaLife Corp.  became the directors
and officers of the Company.  Also concurrent with the acquisition,  the Company
effected a 15-to-1 reverse stock split.

The Acquisition resulted in a change of control of the Company,  with the former
stockholders  of SeaLife Nevada  acquiring a substantial  majority of the common
stock of the  Company  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 the historical financial statements of the Company.

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, the Company
became the parent and sole  shareholder of Sealife  Nevada,  which, in turn, was
the sole shareholder of Division G, Sealife Marine and Proterra.

The Company's 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.

The Company's  goal is to establish  itself 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. The Company  believes that a large percentage of the products in use today
can and will be replaced by effective, environmentally safe equivalents.

The  Company  has  developed  a line  of  products  utilizing  such  "probiotic"
technologies for the marine,  agricultural and remediation  markets. The Company
is now  entering  its  last  stage  as a  development  company  and  will  begin
substantial sales and marketing efforts  beginning in 2005.  Recently,  however,
the Company  began  sales and  marketing  efforts to launch its marine  product,
SeaLife 1000(TM) and its agricultural products,  NuLagoon(TM) and Soil ResQ(TM).
In  anticipation  of its  intended  growth and the  introduction  of  additional
products  to the  market in the near  future,  the  Company  has  implemented  a
corporate  structure  whereby  each  market is served by a  separately  operated
subsidiary or division.  The Company's  marine products  business is operated by
the Company's indirect  wholly-owned  subsidiary,  SeaLife Marine. The Company's
agricultural   products   business  is  operated  by  the   Company's   indirect
wholly-owned subsidiary, ProTerra. The Company's remediation product business is
operated as a division of the Company.  The Company also plans on establishing a
research and development division that will focus on the testing and development
of  existing  and new  products  for  each  of the  Company's  subsidiaries  and
divisions provided sufficient capital can be obtained to fund such division. The
Company has  structured  its operations in this


                                       15
<PAGE>


manner to  accommodate  a range of products for specific  markets that have been
and will be developed by the Company.

CRITICAL ACCOUNTING POLICIES

Our  discussion  and  analysis  of  our  financial  conditions  and  results  of
operations are based upon our consolidated financial statements, which have been
prepared in accordance  with  generally  accepted  accounting  principles in the
United States. The preparation of financial  statements  requires  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.

MANAGEMENT DISCUSSION AND ANALYSIS

This Management's Discussion and Analysis should be read in conjunction with the
Company's consolidated financial statements and accompanying notes.

On August 27,  2004,  the  Company  changed  its fiscal  year end from May 31 to
December  31, as  reported  on the  Company's  Current  Report on Form 8-K filed
August 30, 2004.

Four months ended September 30, 2004 versus four months ended September 30, 2003

RESULTS OF OPERATIONS

The Company  incurred a net loss of $600,058 for the four months ended September
30,  2004 as  compared  to a net  loss of  $35,174  for the  four  months  ended
September  30, 2003.  Our net loss  increased  primarily due to  investments  in
marketing, legal expenses, consulting fees and executive compensation.

The Company had  revenues of $106,842 for the four months  ended  September  30,
2004 and revenues of $2,674 for the same period  ending in 2003.  The  Company's
sales in the four month  period ended  September  30, 2004  represent  the first
significant results in the marketplace for SeaLife Marine and Proterra products.
The  Company's  sales  revenue was generated  from two  customers.  One customer
purchased Proterra products,  accounting for 43% of our sales revenue. The other
customer  purchased  SeaLife  Marine  products  accounting  for 57% of our sales
revenue.  The  Company  expects to  increase  its sales over the next 12 months.
However,  the rate of this  increase  will  depend  on the  Company's  marketing
efforts  and its  ability  to raise  additional  capital  to  support  continued
operations.

Gross profit for the four months ended September 30, 2004 is $50,751.  The gross
profit margin is 47.5%.  The cost of goods for SeaLife Marine products  includes
the paint cost, freight and California pesticide tax. For Proterra products, the
cost of goods includes the material and freight costs. We did not have any sales
for the comparable period ending September 30, 2003.

Total operating expenses consist of general administrative,  sales and marketing
expenses. For the four months ended September 30, 2004, total operating expenses
were $650,808.  For the four months ended  September 30, 2003,  total  operating
expenses were $37,174.  This represents a 1751% increase over the same period in
the prior year.

The major increase in general and administrative expenses is due to compensation
paid for legal services,  marketing and sales executives,  business  consulting,
research and development,  industrial relations consulting and Company officers'
wages. The majority of our expenses are recorded as paid-in capital, because the
large  majority  of  our  administrative  expenses  were  paid  in the  form  of
restricted stock, not cash.


                                       16
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2004,  the Company had cash and cash  equivalents of $24,658
as compared to cash and cash equivalents of $34,056 as of September 30, 2003. At
September 30, 2004 the Company had a working  capital  deficiency of $315,020 as
compared to a working  capital  excess of $116,910 as of September 30, 2003. Net
cash from financing  activities was $32,466 for the four months ended  September
30, 2004,  as compared to $37,173 for the four months ended  September 30, 2003.
The  principal  use of cash for the four months ended  September 30, 2004 was to
fund the net loss from operations for the period.  The Company raised a total of
$32,466 as follows:  issuance of common stock,  net of stock  issuance  costs of
$12,466 and a loan from a  shareholder  of $20,000  during the four months ended
September 30, 2004. This was used to fund the net loss from operations.

We  currently  have  little  cash  reserves  and may be  unable  to pay  current
liabilities.  The Company cannot continue in its current form without  obtaining
additional  financing.   If  operating  revenues  from  product  sales  are  not
sufficient to fund our  operations,  no assurance can be given that  alternative
sources  of  funding  could be  obtained  on  acceptable  terms,  or at all.  In
addition, we have historically  compensated our executive officers,  consultants
and service  providers  with common  stock of the Company.  No assurance  can be
given that these persons and entities  will continue to accept  Company stock as
compensation.  These  conditions  raise  substantial  doubt about our ability to
continue as a going concern.

We continue to seek external  sources of funding,  including but not limited to,
incurring debt, the sale of assets or stock, and/or other strategic transactions
sufficient to provide short-term funding,  and potentially achieve our long-term
strategic objectives.

If we do not receive  sufficient  financing  we may incur  material  harm to our
business,  operations or financial  conditions.  We are currently  speaking with
potential investors, however, no assurance can be given that any investment will
be  consummated  or any  alternative  sources  of  funding  can be  obtained  on
acceptable  terms,  or at all.  These  conditions,  combined with our historical
operating losses and our deficits in  stockholders'  equity and working capital,
raise substantial doubt about our ability to continue as a going concern.

FORWARD LOOKING STATEMENTS

Except for the historical  information  contained  herein,  this report contains
forward-looking  statements  (identified by the words "estimate,"  "anticipate,"
"expect," "believe," and similar expressions), which are based upon management's
current  expectations and speak only as of the date made. These  forward-looking
statements  are subject to risks,  uncertainties  and  factors  that could cause
actual  results  to  differ  materially  from  the  results  anticipated  in the
forward-looking  statements  and include,  but are not limited to,  competitors'
pricing  strategies and  technological  innovations,  changes in health care and
government regulations, litigation claims, foreign currency fluctuation, product
acceptance,  as well as other  factors  discussed  in our latest  Report on Form
10-KSB.

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 have added a going concern
qualification  (explanatory  paragraph) in their report contained in our audited
consolidated  financial  statements for the year ended May 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 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,  if any,  will be  sufficient to enable us to continue as a
going  concern.  In  addition,  if any funds are  obtained,  it could  result in
significant dilution.


                                       17
<PAGE>


     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
$2,509,140  as of  May  31,  2004.  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.

     OUR FUTURE REVENUES ARE UNPREDICTABLE  AND OUT 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:

     -    our ability to attract new and repeat customers;

     -    our ability to keep  current  with the  evolving  requirements  of our
          target market;

     -    our ability to protect our proprietary technology;

     -    the ability of our  competitors  to offer new or enhanced  products or
          services; and

     -    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 fiscal  years  ending May 31,  2003 and May 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 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 our  company may need to raise up to $2 million of  additional
capital  over the next 12 months to support  our  operations,  meet  competitive
pressures and/or respond to unanticipated  requirements for a period of at least
12 to 15 months.  While there are no  definitive  arrangements  with  respect to
sources of additional financing,  management is optimistic that these funds will
be raised through public and/or private offerings offerings of our common stock.

We cannot assure you that additional financing will be completed on commercially
reasonable terms, if at all. The 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  SUCCESS  DEPENDS  IN PART ON OUR  SUCCESSFUL  DEVELOPMENT  AND SALE OF
     PRODUCTS 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 fail to achieve market  acceptance.  Our proprietary
products may not be commercially available for a number of years, if at all.


                                       18
<PAGE>


There can be no assurance that any of our intended products 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  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.

     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.

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.

We do not believe that 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.

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 BECOME INVOLVED IN INTELLECTUAL PROPERTY LITIGATION,  THE DEFENSE OF
     WHICH COULD ADVERSELY IMPACT OUR BUSINESS OPERATIONS.

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
increase 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. In addition,  third parties may attempt to appropriate the  confidential
information  and  proprietary  technologies  and processes used in our business,
which we may be unable to prevent  and which would harm the  businesses  and our
prospects.

     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


                                       19
<PAGE>


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 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  and  solutions  for  marine,   agricultural  and
remediation environmental solutions. 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.

     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 a large part, on our ability to attract and
retain highly qualified  management and technologists.  The Company is dependent
upon its 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
team.  The Company  does 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 the Company 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 the Company.  We
address such  potential  conflicts by requiring that our  consultants  and other
independent contractors execute confidentiality  agreements upon commencement of
relationships  with the Company,  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 the Company's  products is currently party to
a consulting  agreement with us. If Mr. Himmah  terminates his relationship with
the Company,  or otherwise is unable to provide services to the Company,  it may
have a negative effect on the Company's  ability to continue  development of its
current  and new product  lines.  The  Company  does not carry any key-man  life
insurance on Mr. Himmah and does not have any plans to do so in the near future.


                                       20
<PAGE>


     WE ARE HIGHLY DEPENDENT ON OUTSIDE CONSULTANTS.

If our consultants or collaborative partners do not perform, we may be unable to
develop and bring to market new products as anticipated.

We may in the future enter into consulting or  collaborative  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 or  collaborative  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 or collaborative  partners 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.

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

Management  expects our business to be seasonal,  with sales and earnings  being
relatively  higher  during the outdoor  season (such as spring and summer times)
and lower during the indoor season (such as fall and winter times). Accordingly,
we  may  show  lower   revenues   during   portions  of  the  year  which  could
correspondingly adversely affect the price of our common stock.

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:

     -    product performance, features and liability;

     -    price;

     -    timing of product introductions;

     -    ability to develop,  maintain  and protect  proprietary  products  and
          technologies;

     -    sales and distribution capabilities;

     -    technical support and service;

     -    brand loyalty;

     -    applications support; and


                                       21
<PAGE>


     -    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 ASSOCIATED WITH OUR COMMON STOCK

     WE HAVE 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  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:

     -    actual or anticipated fluctuations in our quarterly operating results;

     -    announcements of technological innovations;

     -    cchanges in financial estimates by securities analysts;

     -    conditions or trends in our industry; and

     -    changes in the market valuations of other comparable companies.

     OUR COMMON STOCK IS A "PENNY STOCK"

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2
promulgated  thereunder by the Securities and Exchange Commission require broker
dealers dealing in penny stocks to provide  potential  investors with a document
disclosing  the risks of penny stocks and to obtain a manually  signed and dated
written  receipt of the document  before  effecting any  transaction  in a penny
stock for the investor's account.

Potential  investors  in our  common  stock are  urged to  obtain  and read such
disclosure  carefully before  purchasing any shares that are deemed to be "penny
stock." Moreover,  Rule 15g-9 requires broker-dealers in penny stocks to approve
the account of any investor for  transactions  in such stocks before selling any
penny stock to that investor.  This procedure  requires the broker-dealer to (i)
obtain from the investor information  concerning his or her financial


                                       22
<PAGE>


situation,  investment  experience and investment  objectives;  (ii)  reasonably
determine,  based on that  information,  that  transactions  in penny stocks are
suitable for the investor and that the  investor has  sufficient  knowledge  and
experience  as to be reasonably  capable of evaluating  the risks of penny stock
transactions;  (iii) provide the investor with a written statement setting forth
the basis on which the  broker-dealer  made the determination in (ii) above; and
(iv)  receive  a signed  and dated  copy of such  statement  from the  investor,
confirming  that it  accurately  reflects the  investor's  financial  situation,
investment   experience  and  investment   objectives.   Compliance  with  these
requirements  may make it more  difficult  for  holders of our  common  stock to
resell  their  shares to third  parties or to  otherwise  dispose of them in the
market or otherwise.

ITEM 3.  CONTROLS AND PROCEDURES

As of the end of the period  covered by this  report,  the Company  conducted an
evaluation,  under the supervision and with the  participation  of the principal
executive officer and principal financial officer,  of the Company's  disclosure
controls and procedures (as defined in Rules  13a-15(e) and 15d015(e)  under the
Securities  Exchange Act of 1934 (the "Exchange Act"). Based on this evaluation,
the principal  executive officer and principal  financial officer concluded that
the Company's  disclosure  controls and  procedures are effective to ensure that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.

There was no change in the Company's  internal control over financial  reporting
during the Company's most recently  completed fiscal quarter that has materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.


                                       23
<PAGE>


                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On August 4, 2003 the Company was advised that it is the subject of a Securities
and Exchange Commission investigation. The Company is uncertain of the nature of
the investigation, and no charges have been levied by the Commission against the
Company to date. The Company was advised on January 23, 2004 that the Securities
and Exchange Commission Staff intends to recommend that the SEC file enforcement
proceedings  against  the Company  and its Chief  Executive  Officer for alleged
violations  of sections 5 and 17(a) of the  Securities  Act of 1933 and Sections
10(b), 13(d)1 and 16(a) of the Securities Exchange Act of 1934, and Rules 10b-5,
13d-1 and 16a-3  thereunder.  The Company has received no further  communication
from the SEC. The ultimate disposition of this matter is unknown at this date.

ITEM 5.  OTHER INFORMATION

On October 29, 2004, the Company  amended its  employment  agreement with Robert
McCaslin to reduce Mr. McCaslin's  salary to $200,000 per year. In addition,  on
October 29, 2004, the Company  amended its employment  agreement with J.P. Heyes
to reduce Ms. Heyes' salary to $100,000 per year.

ITEM 13. EXHIBITS

The following documents are included or incorporated by reference:


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

3.1           Restated Certificate of Incorporation of SeaLife Corporation (1)

3.2           Bylaws of SeaLife Corporation (1)

10.1          Amendment to  Employment  Agreement  with Robert  McCaslin,  dated
              October 29, 2004.

10.2          Amendment to Employment  Agreement with J.P. Heyes,  dated October
              29, 2004.

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 the  Company's  Annual Report on Form 10-KSB for the
     period ended May 31, 2003, dated September 19, 2003.


                                       24
<PAGE>


                                   SIGNATURES

      Pursuant  to the  requirements  Section  13 or  15(d)  of  the  Securities
Exchange Act of 1934,  the Registrant has caused this Report to be signed on its
behalf by the  undersigned,  thereunto duly  authorized this 4th day of November
2004.


                           SEALIFE CORPORATION


                           By:  /S/  ROBERT A. MCCASLIN
                                -----------------------------------------------
                                Robert A. McCaslin
                                President, Chief Financial Officer and Director


                                POWER OF ATTORNEY

The  undersigned  directors  and  officers  of  SeaLife  Corporation  do  hereby
constitute and appoint Robert A. McCaslin and J.P. Heyes, and each of them, with
full  power  of  substitution  and  resubstitution,  as their  true  and  lawful
attorneys  and agents,  to do any and all acts and things in our name and behalf
in our  capacities  as  directors  and  officers  and to  execute  any  and  all
instruments  for us and in our names in the capacities  indicated  below,  which
said  attorney  and  agent,  may deem  necessary  or  advisable  to enable  said
corporation to comply with the  Securities  Exchange Act of 1934, as amended and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with this Quarterly Report on Form 10-QSB,  including
specifically but without  limitation,  power and authority to sign for us or any
of us in our names in the  capacities  indicated  below,  any and all amendments
(including  post-effective  amendments)  hereto,  and we do  hereby  ratify  and
confirm all that said attorneys and agents, or either of them, shall do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

Date:   November 4, 2004
                                    By: /S/ ROBERT A. MCCASLIN
                                        --------------------------------------
                                        Robert A. McCaslin
                                        President, Chief Financial Officer and
                                        Director

Date:   November 4, 2004
                                    By:  /S/  J.P. HEYES
                                        --------------------------------------
                                        J.P. Heyes
                                        Secretary and Director


                                       25
<PAGE>

                                  EXHIBIT INDEX



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

3.1           Restated Certificate of Incorporation of SeaLife Corporation (1)

3.2           Bylaws of SeaLife Corporation (1)

10.1          Amendment to  Employment  Agreement  with Robert  McCaslin,  dated
              October 29, 2004.

10.2          Amendment to Employment  Agreement with J.P. Heyes,  dated October
              29, 2004.

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 the  Company's  Annual Report on Form 10-KSB for the
     period ended May 31, 2003, dated September 19, 2003.


                                       26