1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE PERIOD ENDING February 28,2003


                               SEALIFE CORPORATION
             (Exact name of Registrant as specified in its charter)

                 Delaware                   #0-13895        IRS#34-1444240
                ---------                 ------------     ---------------
     (State or other jurisdiction of     (Commission     (IRS Employer
     incorporation or organization)      File Number     Identification Number)

                           5601 Slauson Ave Suite 283
                             Culver City, CA 90230

              (Address of Registrant's principal executive offices)

                                 (310) 338-9757
              (Registrant's telephone number, including area code)

                             18482 Park Villa Place
                          Villa Park California 92861
    (Former name, former address and former fiscal year, if changed since last
                                     report)

     Title of each class     Name of each exchange on which registered
         Not Applicable                Not Applicable

         Securities registered under Section 12(b) of the Exchange Act:

                          Common Stock $.0001 Par Value

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

                                Yes [X]     No [ ]


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

         On February 28, 2003, the issuer had a total of 7,758,806 shares of
common stock issued and outstanding.

<PAGE>

PART I FINANCIAL INFORMATION


Item 1. Financial Statements

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

<PAGE>

Financial Statements

<TABLE>
<CAPTION>

                          Sealife Corp and Subsidiaries
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                    Unaudited

ASSETS

                                       5/31/02      8/31/02       11/30/02       2/28/03
<S>                                                                             <C>
Current Assets
 Cash and Equivalents                   21,663       18,306         15,316       12,659
 Accounts Receivable                         -        1,270         10,241       65,481
 Inventory                                   -            -              -       13,000
 Total Current Assets                   21,663       19,576         25,557       91,140

Other Assets
 Technology                          1,335,309    1,335,309      1,335,309    1,335,309
 Total Other Assets                  1,335,309    1,335,309      1,335,309    1,335,309

 Total Assets                        1,356,972    1,354,885      1,360,866    1,426,449

L I A B I L I T I E S
Current Liabilities
 Accounts Payable                          200          444          6,463          463
 Total Current Liabilities                 200          444          6,463          463

Long Term Liabilities
 Notes Payable                       1,285,309    1,220,309      1,220,309      220,309
 Total Long Term Liabilities         1,285,309    1,220,309      1,220,309      220,309

 Total Liabilities                   1,285,509    1,220,753      1,226,772      220,772

E Q U I T Y
Stockholders Equity
 Serial Preferred Stock
  Convertible $.0001 par value;
  5,000,000 shares                         200          200            200            -
  authorized 2,000,000 shares outstanding at
  November 20, 2002 and May 2002 respectively

 Common Stock, Par Value $.0001
  100,000,000 Shares Authorized, 5,439,146 Issued
  and Outstanding at May 31, 2002
  6,458,146 Issued and Outstanding at
  Aug 31, 2002
  6,491,846 Issued and Outstanding at
  Nov 30, 2002
  7,758,806 Issued and Outstanding at
  Feb 28, 2003                             544          646            649          776
 Paid In Capital                    17,146,628   17,230,526     17,264,223    1,453,516
 (Deficit) accumulated during the
 development stage                 (17,075,909) (17,097,240)   (17,130,978)    (248,614)
                                   ------------  -----------    ----------    -----------
 Total Equity                           71,463      134,132        134,094    1,205,677

 Total Liabilities and Equity        1,356,972    1,354,885      1,360,866    1,426,449
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                          Sealife Corp and Subsidiaries
                          (A Development Stage Company)
                      Consolidated Statement of Operations
                                    Unaudited
                                For The Periods
                     December 1, 2002 to February 28, 2003,
                              September 1, 2002 to
                              February 28, 2003 and
                          June 1 to February 28, 2003

                                     from        from       from
<S>  <C>         <C>  <C>
                                  12/1/02      9/1/02      6/1/02
                                       to          to          to
                                  2/28/03     2/28/03     2/28/03

 Revenues                          16,467      37,770      37,770

Cost of Sales                      39,672      66,312      76,395

Gross Profit                      (23,205)    (28,543)    (38,626)

 Expenses
   Sales and Marketing              7,756      21,591      23,188
   General and administrative     153,291     167,858     177,509
   Total expenses                 161,048     189,449     200,697

 Net (Loss)                      (184,253)   (217,991)   (293,322)

 Net (Loss) Per Share             (0.02)*     (0.03)*     (0.03)*

 Weighted Average Number of     7,365,306   7,125,326   6,902,933
 Common Shares Outstanding

 *  less than $.01 per share
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                          Sealife Corp and Subsidiaries
                          (A Development Stage Company)
                      Consolidated Statement of Cashflows
                                    Unaudited
                                For The Periods
                     December 1, 2002 to February 28, 2003,
                   September 1, 2002 to February 28, 2003 and
                          June 1 to February 28, 2003

                                                        from         from          from
                                                      12/1/02       9/1/02        6/1/02
to                                                       to           to
                                                      2/28/03       2/28/03      2/28/03
<S>                                                 <C>           <C>          <C>
Cash Flows from Operating Activities

     Net ( loss)                                    $  (184,253)  $ (217,991)  $  (239,322)
     Adjustments to reconcile net loss to
     net cash used by operating activities:
          Common stock issued for services              120,000      120,000       120,000
          Contributed capital                                 -            -             -
     Changes in operating assets and liabilities:
  Decrease (increase) in Accounts Receivable            (55,240)     (64,211)      (65,481)
  Decrease (increase) in Inventory                      (13,000)     (13,000)      (13,000)
  Increase (decrease) in accounts payable                     -            -             -
  Net Cash (Used) by Operating Activities           $  (132,493)  $ (175,202)  $  (197,803)


Cash Flows from Investment Activities
  Decrease (increase) in Other Assets                         -            -             -
  Increase (decrease) in notes payable               (1,006,000)    (999,981)   (1,064,737)
                                                    $(1,006,000)  $ (999,981)  $(1,064,737)
Cash Flows from Finance Activities
     Proceeds from sale of common stock               1,135,837    1,169,537     1,253,537
  Net Cash Provided by Financing Activities           1,135,837    1,169,537     1,253,537

Net Increase in Cash                                     (2,656)      (5,647)       (9,004)

Cash at Beginning of Period                              15,316       18,306        21,663

Cash at End of Period                                    12,659       12,659        12,659

Supplemental Cash Flows Information

  Common stock issued in a stock exchange for
    consideration to be received                    $         -   $        -   $         -
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                         Sealife Corp and Subsidiaries
                                         (A Development Stage Company)
                                       Statement of Stockholders' Equity
                                                February 28, 2003
                                                    Unaudited

                                                                                                        Retained
                              Preferred Stock          Common Stock          Paid-in   Contributed      Earnings
                            Shares       Amount      Shares      Amount      Capital       Capital      (Deficit)       Total
<S>                                                                                       <C>
Balances, May 31, 2002       2,000,000       200   5,439,146         544  $17,146,628            $-   $(17,075,909)    $71,463

Issuance of stock at
$1.00 per share                   -          -       19,000           2       18,998                                   19,000
Issuance of stock at
$.0065 per share                                  1,000,000         100       64,900                                   65,000
Net (loss) for the period                                                                                 (21,331)    (21,331)

Balances, August 31, 2002    2,000,000     $200   6,458,146        $646  $17,230,526            $-   $(17,097,240)   $134,132

Issuance of stock at
$1.00 per share                   -          -       27,200           3       27,197                                   27,200
Issuance of stock at
$1.00 per share                                       6,500           1        6,499                                    6,500
Net (loss) for the period                                                                                 (33,738)    (33,738)

Balances, November 30, 2002  2,000,000     $200   6,491,846        $649  $17,264,223            $-   $(17,130,978)   $134,094

Cancellation of
Preferred Stock             (2,000,000)    (200)                                 200                                        -
Record 15 to 1
Stock Reversal                                   (3,673,540)       (367)         973                                      606
Issuance of stock at
$.0001 per share                                  2,250,000         225                                                   225
Issuance of stock at
$.08 per share                                    1,500,000         150      119,850                                  120,000
Issuance of stock at
$1.00 per share                                   1,000,000         100.00   999,900                                1,000,000
Issuance of stock at
$1.00 per share                     -         -     125,000          13      124,997                                  125,000
Issuance of stock at
$1.00 per share                                      10,000           1        9,999                                   10,000
Issuance of stock at
$.0001 per share                                     50,000           5                                                     5
Issuance of stock at
$.0001 per share                                      5,500           1                                                     1
                                                                         (17,066,011)                  17,066,011           -
Net (loss) for the period                                                                                (184,253)   (184,253)

Balances, February 28,2003           -       $-   7,758,806        $776   $1,453,516            $-      $(248,614) $1,205,677
</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                                         Sealife Corp and Subsidiaries
                                         (A Development Stage Company)
                                          Consolidated Balance Sheet
                                           Details of Consolidation
                                               February 28, 2003

                                                                 SeaLife         SeaLife       SeaLife
                                                                    Corp            Corp        Marine

                                 Total       Eliminations      (Delaware)        (Nevada)      Company      Proterra
<S>                                                                                       <C>
ASSETS
Current Assets
  Cash                         $12,659               $(5)             $5           $2,121         $255       $10,283
  Other receivable              65,481                                             29,996       19,485        16,000
  Receivables due from subsidiaries  -                                            158,771      (98,455)      (60,316)
  Inventory                     13,000                 -               -                                      13,000
                                91,140                (5)              5          190,887      (78,714)      (21,033)

Other Assets
  Technology                 1,335,309                 -               -        1,335,309                         -
  Investments                        -                                                              -             -
                             1,335,309                 -               -        1,335,309           -             -

                            $1,426,449                $(5)            $5       $1,526,196     $(78,714)     $(21,033)

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                 444                                               $444          $-            $-
                                   444                 -               -              444           -             -

Long-Term Debt                 220,328                                            220,309           -            19
Total Liabilities              220,772                 -               -          220,753           -            19

Stockholders' Equity
  Common stock                     776               (411)           411              776
  Preferred stock                    -                (200)          200
  Additional paid capital    1,453,516         (17,066,011)   17,066,011         1,453,516          -             -
  Deficit accumulated         (248,614)         17,066,617   (17,066,617)         (148,849)    (78,714)     (21,051)
                             1,205,677                  (5)            5         1,305,443     (78,714)     (21,051)

                            $1,426,449                 $(5)           $5        $1,526,196    $(78,714)    $(21,033)
</TABLE>

See accompanying notes to financial statements

<PAGE>

<TABLE>
<CAPTION>

                                         Sealife Corp and Subsidiaries
                                         (A Development Stage Company)
                                          Consolidated Balance Sheet
                                           Details of Consolidation

                                                                 SeaLife         SeaLife       SeaLife
                                                                    Corp            Corp        Marine
                                 Total       Eliminations      (Delaware)        (Nevada)      Company      Proterra
<S>                                                                                       <C>
Sales                          $37,770               $-             $-               $-        $10,000       $27,770

Cost of sales                   76,395                -              -                -         41,370        35,025
Gross Profit                   (38,626)               -              -                -        (31,370)       (7,256)

Sales and Marketing             24,685                               -            6,500         11,947         5,827
General and administrative     185,715                -              -          142,349         35,397         7,969
                               209,989                               -          148,849         47,344        13,796

Operating loss                (248,614)               -              -         (148,849)       (78,714)      (21,051)

Other income                         -                -              -                -              -             -
Other expenses                       -                -              -                -              -             -

Loss before taxes             (248,614)               -              -         (148,849)       (78,714)      (21,051)

Tax provisions                       -                -              -                -              -             -

NET LOSS                     $(248,614)              $-             $-        $(148,849)      $(78,714)     $(21,051)
</TABLE>

See accompanying notes to financial statements

<PAGE>

The  following accounting principles and practices of Sealife Corp (the Company)
are  set  forth  to  facilitate  the  understanding of the data presented in the
financial  statements.

1.     GENERAL
       -------

BASIS  OF  PRESENTATION  -  Sealife  Corp Integrated Enterprises, Inc. (formerly
Integrated  Enterprises,  Inc.,  formerly  Fraser  Realty  Group,  Inc.  -FRG) a
Delaware  corporation,  is  the  successor  to  Fraser Mortgage Investments (the
Trust),  an unincorporated association in the form of a business trust organized
in  Ohio  under the Declaration of Trust dated May 7, 1969. At a special meeting
of  the  shareholders  of  the  Trust  held  on  August  28,  1984  a  plan  of
reorganization  was approved pursuant to which: 1 All of the assets of the Trust
were  sold to FRG; 2 FRG assumed all of the Trust's liabilities and obligations;
3 Each issued and outstanding share of the Trust was converted into one share of
FRG  common  stock;  and 4 The Trust was terminated. The purpose of the proposed
reorganization was to convert the Trust to a business organization taxable as an
ordinary  corporation,  instead of a real estate investment trust, under Federal
income  tax  laws.  Unless the context otherwise requires, the term FRG includes
its  predecessor, the Trust. FRG invested in real estate and mortgage loans. FRG
was  organized  as  a  real  estate  trust,  primarily for the purpose of making
passive  investments in real estate and passing through the income realized from
such  investments to its shareholders. From its inception, FRG financed its real
estate  investment  operations  principally  through  sale  of common stock, and
short-term  debt  financing,  including both bank borrowings and the issuance of
commercial  paper.  FRG  saw its real estate investments evolve from principally
short-term construction loans to a mix of variable and fixed-rate mortgage loans
of  which  a  significant portion consists of mortgage positions on improved and
unimproved  land  held by investors for development purposes. Accordingly, FRG's
investments  in  mortgage  loans represent long-term assets with the realization
dates  dependent  upon  the  equity  holder's  ability  to  complete development
projects  or obtain refinancing from other sources. At the same time, bank notes
payable  and  commercial  paper  outstanding  were  all  short-term  borrowings
renewable  at  the  option  of  the note holders. FRG relied on these short-term
borrowings,  the  intermittent repayment of loans and the refinancing or sale of
portfolio  investments  in  order to meet its current obligations. During fiscal
1989,  cash provided from these sources was wholly inadequate to provide working
capital to fund operations. Management was unable to secure additional financing
or  find  other  means  of obtaining needed cash in fiscal 1990 to permit FRG to
meet  its current obligations. Accordingly, management determined that there was
no  reason  to  continue  operating and, thus, incurred further losses. FRG has
been  inactive since 1990 and has not conducted any business since that time. On
August  4,  1998,  acting in his capacity as Chairman of the Board and President
and  with first receiving the consent, approval and authorization of FRG's Board
of  Directors,  Roger A. Kimmel, Jr. filed with the State of Delaware, Secretary
of  State,  Division  of  Corporations, a Certificate For Renewal and Revival of
Charter and thereby effected a renewal, revival and restoration of the Company's
Certificate  of Incorporation pursuant to Section 312 of the General Corporation
Law  of  Delaware.  Thereafter on August 26, 1998 an Omnibus 10-K for the fiscal
years ending May31, 1990 through 1998 was filed with the Securities and Exchange
Commission  of  the  Federal Government. On October 27, 1999 the Company entered
into  an  Acquisition  Merger agreement with a private company, Motorsports USA,
Inc.  The  Company  also effected a name change at that time to Motorsports USA,
Inc.  With  this  transaction certain assets became the property of the Company.
However,  the  custody  and  control  of  such assets were not perfected and the
management  of  the  private  company  evidenced  tentative  compliance with SEC
reporting  requirements.  This  condition  was  considered  intolerable  to  the
Company's  Board  of Directors and accordingly on August 1, 2000 the transaction
was  rescinded.  The  Company  also  changed  its  name  on June 1, 2000 to Vast
Technologies Holding Company. Accordingly the enclosed financial statements were
prepared  as  if  the  merger with Motorsports USA, Inc. had not taken place. In
June  2001  the Company changed its name to Integrated Enterprises, Inc., issued
12,000,000  shares  of  Common  Stock  for services and reverse split its Common
Shares, one new common share for each ten old common share with a par value of $
0.0001  per  share.  While  the  Company  has no assets, liabilities, or ongoing
operations  and  has  not  engaged  in  any business activities since 1990 it is
believed  that  it may be possible to recover value for the Stockholders through
the  implementation  of  a  plan  whereby  the Company as a "clean public shell"
effects  a  business  combination  transaction  with  a  suitable privately-held
company  that  has  both  business  history  and  operating  assets.

<PAGE>

On  December 20, 2002 the registrant acquired 100% of the issued and outstanding
shares  of  SeaLife  Corp,  a  Nevada Corporation in exchange for 2,524,200 post
reverse  split  shares  of  the  Registrant's  common  stock.

The registrant affected a 15 for 1 Reverse stock split on December 20, 2002 as a
result  of  the  acquisition  of  SeaLife  Corp  and  the change in focus of the
registrant's  business.  The  registrant  changed  it  name  from  Integrated
Enterprises, Inc. to SeaLife Corporation and changed its trading symbol to SLIF.
In  addition,  the former directors and officers of Integrated Enterprises, Inc.
resigned  and  the  directors  and  officers  of  SeaLife  Corp. have become the
directors  and officers of the Registrant. The new directors and officers are as
follows: Robert A McCaslin, President and Director, John W Vilagi, Secretary and
Director  and  J.P.  Heyes,  Director.

As a result of the acquisition of SeaLife Corp. a Nevada corporation the control
of  the Registrant shifted to the former shareholders of SeaLife Corp. Robert A.
McCaslin  now  exercises  control of the registrant. Mr. Robert A. McCaslin owns
3,000,000  shares  of  a total 7,758,806 or 39% of the total outstanding shares.

PER SHARE AMOUNTS - Per share amounts are computed based on the weighted average
number  of  common  shares  outstanding  for  each period. Shares issueable upon
exercise  are  not  included  in  the  computation  since  their effect would be
antidilutive.

CASH  AND  CASH  EQUIVALENTS  -  The  Company  considers  all highly liquid debt
instruments  with  an  original  maturity  of  three  months  or less to be cash
equivalents.

DESCRIPTION  OF  SECURITIES  Common  Stock General. The Company is authorized to
issue  100,000,000  shares  of  Common  Stock,  $.0001  par value per share. The
holders  of  the  Common Stock are entitled to receive dividends when, as and if
declared  by the Board of Directors, out of funds legally available therefor. In
the  event of liquidation, dissolution or winding up of the Company, the holders
of  the  Common  Stock  are  entitled  to  share ratably in all assets remaining
available  for  distribution  to  them  after  payment  of liabilities and after
provision  has been made for each class of stock, if any, having preference over
the  Common  Stock.  The holders of the Common Stock as such have no conversion,
preemptive  or  other subscription rights and there are no redemption provisions
applicable  to  the Common Stock. Voting Rights. The holders of the Common Stock
are  entitled  to  one  vote  for each share held of record on all matters to be
voted  on  by  stockholders.  There  is no cumulative voting with respect to the
election  of  directors, with the results that the holders of shares having more
than  fifty  percent  (50%) of the votes for the election of directors can elect
all  of  the  directors.  Dividend Policy. To date, the Company has not paid any
dividends  on  its Common Stock. The payment of dividends, if any, in the future
is  within  the  discretion  of  the Board of Directors and will depend upon the
Company's  earnings,  its capital requirements and financial condition and other
relevant  factors.  The  Board  does  not intend to declare any dividends in the
foreseeable  future, but instead intends to retain all earnings, if any, for use
in  the  Company's  business  operations.

<PAGE>

OTHER  EVENTS The registrant affected a 15 for 1 Reverse stock split on December
20,  2002 as a result of the acquisition of SeaLife Corp and the change in focus
of  the  registrant's  business.  The registrant changed it name from Integrated
Enterprises, Inc. to SeaLife Corporation and changed its trading symbol to SLIF.
In  addition,  the former directors and officers of Integrated Enterprises, Inc.
resigned  and  the  directors  and  officers  of  SeaLife  Corp. have become the
directors  and officers of the Registrant. The new directors and officers are as
follows: Robert A McCaslin, President and Director, John W Vilagi, Secretary and
Director  and  J.P.  Heyes,  Director.


SeaLife  Corporation  ("  the  Company "), a Nevada company, was incorporated on
January  21,  2002.  The  Company's  registered office is at 2164 North Glassell
Street,  Orange  CA  92865.  The  Company  is in a development stage and has not
generated  any  income  (see  Note  3,  Development  Stage).

The  Company is in a marine paint business. It's first marketed product is under
the  brand name of (SeaLife 1000TM). Sealife 1000 is competitive, as it protects
hulls  of  ships  longer  than other normal paints. It does not require a primer
coat  and  is  environmentally  friendly.  Sealife  1000  is  anti-foul  coating
authorized  to  be  labeled  environmentally  compatible  by  the US Environment
Protection  Agency  ("EPA"). Other products include ("Sealife 2000TM and Sealife
3000TM")  are  in  the  Research  &  Development  ("R & D") stage. (see Note 2f,
Technology)

2.     ACCOUNTING  POLICIES  AND  PRACTICE
       -----------------------------------

A)     FISCAL  YEAR  ENDING  MAY  31
The  Company's  fiscal  year  ends  on  May  31  of  the  year.

B)     BASIS  OF  CONSOLIDATION
The  accompanying  consolidated financial statements include the accounts of the
Company  and  its  subsidiary. The Company accounted for the consolidation using
purchase  method,  in  accordance  with  the  Statement  of Financial Accounting
Standards  ("SFAS")  No.  141,  Business Combinations (see Note 1, General). All
significant  inter-company  accounts  and  transactions,  if  any,  have  been
eliminated  in  consolidation.

C)     USE  OF  ESTIMATES
The  preparation  of  the financial statements, are in conformity with generally
accepted  accounting principles, requires management to make necessary estimates
and  assumptions  that  affect the reported amounts of assets and liabilities at
the  date  of  the financial statements and the reported amounts of revenues and
expenses during the reporting period. Management believes that the estimates and
assumptions  used in the preparation of the financial statements are appropriate
to  properly  reflect the operations of the Company. Actual results could differ
from  these  estimates.

<PAGE>

D)     CASH  AND  CASH  EQUIVALENTS
The  balance  on  this account reflects all cash deposit of both the Company and
its  subsidiaries  SeaLife  Marine  Products Inc and Proterra Technologies, Inc.
("SeaLife  Marine"  see  Note  9,  subsidiary)  in  the  banks.

E)     ASSET  PURCHASE
SeaLife Marine ("Buyer") entered into an asset purchase agreement to acquire the
technology,  formula  adopted in the production of coating from outside parties,
(G.  Himmah,  Ecosys International Co, Aspen Laboratories Inc and SeaLife Marine
Coatings,  collectively  referred  to  as  "Seller"  on  December  31, 2002. The
purchase  price  is $1,335,309, which is to paid in the form of cash of $115,000
with  the  remaining balance to be paid in a corporate note of $1,220,309 over a
10  year  period. The corporate note is to be paid based on the Company's sales,
i.e.  at 5% of the first three million ($3,000,000) of sales, and at 2.5% on the
sales in excess of the first three million until the amount is paid in full. The
note  payment  shall  be  paid  monthly,  which is 30 days after the end of each
month.  The  note  is  with  a  interest  rate  of 7% per annum. The note may be
converted  at  the  option  of the buyer to the common stock of the Company at a
conversion  price,  which  is  equivalent  to  80% of market price, based on the
average bid price for the last 30 days of intended conversion period. Under this
purchase  agreement,  the  seller  grants,  sells  and  assigns to the buyer the
followings:

1)   Patents,  patent application rights for EPA registration number 70214-1 and
     all  modifications,  enhancements  and  improvements  thereon.
2)   All  rights  in  perpetuity,  including  but  not  limited to SeaLife 1000,
     SeaLife  2000  and  SeaLife  3000  (see  Note 2f) present and future marine
     coatings  and  all modifications, variations, enhancements and improvements
     thereon.
3)   Seller  appoints  the  buyer  with  full  power  to:
     a)   Enforce  and  protect  all  rights,  licenses,  privileges or property
          granted  hereunder  any  and  all  patents  therein.
     b)   Prevent  or  terminate  any  infringement  or  other  violation or any
          threatened  infringement.
     c)   Join buyer as a party plaintiff or defendant in any suit or proceeding
          in  the  discretion  of  buyer.

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

SeaLife  2000  is  a water based, anti-fouling coating for submerged marine use.
Test  results indicated its high quality acrylate dispersions which may make the
product  suitable  for  ships  as both superstructure and submerged anti-fouling
coating.  SeaLife  2000  is  currently  under a R & D stage at the present time.

SeaLife  3000  is  a  water  based  coating  with  a  state of the art anti-rust
additives  for  the  above  water  application. Test results indicated that this
coating  has demonstrated exceptional fireproof characteristics. The coating may
be  of a choice for military applications. SeaLife 3000 is at an R &
D  stage  at  the  present  time.

<PAGE>

G)     AMOUNT  DUE  TO  A  DIRECTOR
The  account  balances  represent  the  amount due to one of the Directors of
the company,  J.  Vilagi in 2002.

I)     RESEARCH  AND  DEVELOPMENT  ("R  &  D")  EXPENSES
R  &  D  expenses  are the expenses incurred in developing new products, such as
SeaLife  2000  and  SeaLife  3000.

J)     INCOME/REVENUE  RECOGNITION
The  Company is in development stage (see Note 3, Development Stage) and has not
started  its  principal  operations.  As  a  result,  there is no income/revenue
recognized,  at  the  present  time.

K)     TAXES
The  Company  has  not  begun its principal operations and has not generated any
operating  profit  for  the  period  ended  February  28, 2003. In addition, the
Company  has  not  incurred  salaries  expenses at the present time (see Note 7,
Related  Party  Transaction).  Therefore no federal taxes provision is required.

3)     DEVELOPMENT  STAGE
       ------------------
According  to  the  SFAS  No.  7,  Accounting and Reporting by Development stage
Enterprises,  the  Company  is  classified  as a development stage entity, as it
meets  two  (2) basic criteria: 1) the Company devotes most of its activities to
establishing  a  new  business;  and  2)  its  principal activities have not yet
commenced.

4)     MAJOR  CUSTOMERS
       ----------------
Since  the  Company is a development stage and has not commenced its activities,
it  does  not  have  any  customers for the period ended on December 31, 2002.

5)     STOCK  AND  SHAREHOLDERS
       ------------------------
The  Company  has  one  (1)  class of equity common shares. There are authorized
common  shares  with  par  value  of  US$0.0001 per share. There are 100,000,000
common  shares  authorized, of which 7,758,806 shares are issued and outstanding
as  of  February  28,  2003.

6)     INFLATION
       ---------
It  is  believed  that  inflation has not had a material impact on the Company's
business  in  recent  years.  If  severe  inflation  incurred,  it  may  have an
un-favorable  impact  to  operation  of  the  Company.

7)     RELATED  PARTY  TRANSACTION
       ---------------------------
The  Company  is  controlled by three (3) major shareholders, R. McCaslin, J. P.
Heyes,  and  J.  Vilagi,  who are also the Directors of the Company. These three
shareholders  elected  that  their salaries be waived and take no salaries at
the present time. In addition, the Company established a wholly owned subsidiary
SeaLife  Marine  Products,  Inc. (see Note 9, Subsidiary), any transactions with
SeaLife  Marine  Products,  Inc. would be deemed as a related party transaction.

8)     CONSULTING  AGREEMENT
       ---------------------
During  the  period, the Company entered into a consulting agreement with Mr. G.
Himmah,  the previous owner of acquired technology (see Note 2f), for his advice
in  the  use  and  improvement  of  the  acquired  technology. The period of the
consultancy is from January 1, 2003 to September 1, 2007. The consultant shall
receive $10,000 per month, with the first payment being made in January 2003.

<PAGE>

9)     SUBSIDIARIES
       ------------
On  February  4,  2002,  the  Company  has  organized a wholly owned subsidiary,
SeaLife  Marine  Product  Inc.,  a  California  company.

On  July 31, 2002, the Company has organized a wholly owned subsidiary, Proterra
Technologies  Inc.,  a  California  company.

10)     GOING  CONCERN
        --------------
The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in  (see Note 3,
Development  Stage)  to  the financial statements, the Company has not commenced
its  operations  or  generated  income  that  raise  doubts about its ability to
continue  as  a  going  concern.

11)     CONVERSION  OF  NOTE
        --------------------
On the issuance date of this report, Mr. Himmah elected to accept 1,000,000
shares of the Company's common stock as payment of one million dollars on the
asset purchase (see Note 2e, Asset Purchase).

<PAGE>

Item 2. Management Discussion

     On  December  20,  2002  the  registrant  acquired  100%of  the  issued and
outstanding  shares  of  Sealife  Corp.,  a  Nevada  corporation in exchange for
2,524,200-post  reverse  split  shares of the Registrant's common stock. Sealife
Corp.,  (Sealife)  a Nevada Corporation, was incorporated on January 21,2002 and
its  wholly  owned subsidiary Sealife Marine Products, a California Corporation,
was  incorporated  on  February  6,2002. On June 30,2002 Sealife Marine Products
acquired the technology (formulas, copyrights, trademarks, and EPA registrations
to  a "next Generation" anti-fouling submerged marine coating). This new coating
is  not  toxic  and  compatible  with marine plant and animal life. The purchase
price  was  $1,335,309  the  terms  of purchase were a down payment of $115,000,
which  has  been  paid, and the balance of $1,220,309 paid by a promissory note.
The  promissory  note  earns  interest  at  a  rate  of 7% per year and the note
contains  the  following  provisions:

The principal amount shall be paid as follows: Computed on an annual basis 5% of
the  first  three  million  dollars  of  sales and 2.5% of the excess over three
million  dollars  in  sales  of  the company will be paid to holder monthly. The
payment  shall be paid 30 days after the end of the monthly period. In the event
that  the  above  payment schedule does not pay the note in full by June 30,2012
the  unpaid  balance  will  be  due  on  June  30,2012

The  note  contains a provision for the holder of the note to convert the unpaid
balance  to  common stock of the company based on 80% of the average of the last
quoted  closing  bid  price  for  the 30 day period ending ten days prior to the
conversion  date.

On  January 6,2003 Gael Himmal the holder of the note and the board of directors
of  the  registrant  mutually  agreed  to  convert  $1,000,000  of the note into
1,000,000  shares  of  common stock of the company. Sealife Marine Coasting also
entered  into a five-year consulting agreement with Gael Himmah the developer of
the  paint  product.

The  consulting  agreement  provides for ongoing technical support to assist the
company  in  complying  with  various  governmental  regulations  and  constant
improvements  in the products. Mr. Gael Himmal will receive a fee of $10,000 per
month  for  his  services.

Sealife's first product, SeaLife 1000, provides a unique anti-shell, anti-algae,
anti-fungus, anti-rust coating with results far superior than other anti-fouling
coatings  on the market. Competitors' ablative and abrasive anti-foul paints are
enviro-toxic.  They  are  formulated  to  leach  biocides into the water to kill
marine  life.  They  require  labor-intensive  hull  preparation and application
procedures,  limited  useful  life  and  excessive  out-of-water  time.  Their
environmentally  toxic  dispersions,  being  harmful  to the marine environment,
invite  public  relations problems. Sealife 1000 has none of these negatives. It
is  designed to be harmless to marine life, requires only minimal pre-paint hull
preparation, is easy to apply, has double the useful life and minimal down time.

<PAGE>

SeaLife  1000  is  non-ablative,  i.e.  it  does  not rely upon its surface coat
integrity wearing away by through-water friction nor does it rely on leaching of
its active ingredient to perform its anti-foul characteristics.  The proprietary
binding  agents in SeaLife 1000 reduce leaching or through-water ablative action
to  nearly  no-detect  levels.

When  SeaLife's  organic  copper  complex  comes in contact with water, reactive
hydrolysis  of  its proprietary ingredients begins which microscopically expands
and smoothes the SeaLife coating over the ship's underwater hull surfaces.  This
results in an undersea hull surface that becomes more uniformly smooth than when
it  was  painted.

This  hydraulic  smoothing  of  SeaLife 1000 greatly reduces the uneven surfaces
such  as  cracks,  chips, dents, ridges, hull-plate seams and rivets customarily
found  on  ships' hulls.  These uneven surfaces are where plant and shell growth
first  attach  to underwater hulls. The SeaLife 1000-coated surfaces also become
extremely  slippery  when  immersed  in  water, another effect of organic copper
complex  reactive  hydrolysis.

Traditional  anti-foul paint does not form this silky smooth surface.  Barnacles
and  plants readily attach to the hulls of these ships, starting in locations of
uneven  surfaces  and,  as they find a secure host, migrating outward across the
hull  surfaces.  Such  plant  and shell growths slow ships' speed, increase fuel
and  re-paint  costs  and  shorten  engine  life.

Traditional  anti-foul paints rely upon toxic levels of active ingredients, i.e.
tin,  copper,  arsenic,  etc.,  leaching into the water and killing or repelling
unwanted  marine  plant  and  shell growth.  SeaLife 1000 relies upon this "next
generation"  technology  that  neither  kills  nor repels marine plant and shell
growth.

Unwanted  marine  plant and shell organisms simply find the extremely smooth and
slippery  surfaces coated with SeaLife 1000 to be an unsuitable host, so they go
elsewhere.

An  additional feature of SeaLife 1000's extraordinary anti-foul characteristics
was  derived  from  understanding sea life, both animal and plant, seek surfaces
that are supportive of a biologically active environment.  They naturally reject
surfaces  that  will not support it or are less biologically hospitable. SeaLife
Marine's  below  water  coatings present biologically inhospitable host surfaces
for  sea  life  that  neither  repel  nor  harm  marine life.  They merely offer
surfaces  that  are less attractive to sea life than other surfaces within their
environment.  The combination of an  extremely smooth and slippery underwater
hull  prevents  marine  plant  and  shell  growth  from  attaching  to  it.
The  smoothing  and  slipperiness  resulting  from  reactive hydrolysis plus the
biologically-formulated  inhospitable  surface  is  the  key  to  SeaLife 1000's
Anti-foul characteristics.

Unlike  other vinyl-based paints which are hard, inflexible and brittle, SeaLife
1000's  structure  is  more like leather: tough, hard, and flexible with a silky
smooth surface.  This is a significant advance in environmentally safe anti-foul
technology.

<PAGE>

SeaLife 1000 requires only minimal pre-paint hull preparation, is easy to apply,
allows minimal down time and has at least double the useful life of competitors'
marine  coatings.

A  SeaLife  1000  painted  hull  can be returned to the water the same day it is
painted.

SeaLife  1000  has a low VOC (volatile organic compound) rating of 260 grams per
liter,  well  below the EPA recommended maximum of 300 g/l and far below the VOC
ratings  of  most  anti-foul  paints.  Additionally,  it  has  an extremely high
ignition  temperature  of  9470F  which  makes  this product much safer to ship,
handle  and  store.

Most  competitors'  anti-foul marine coatings use coatings with high percentages
of  copper or the highly toxic TBT (Tributyl Tin). SeaLife Marine Coatings would
not  consider  using TBT and uses only low concentrations of non-metallic copper
it  is  formulations. SeaLife 1000's active ingredient, cuprous oxide, is in low
concentration  (39%),  is  firmly  fixed  in the paint and does not emit harmful
levels  of  leachates. Its dispersion rate, almost non-detectable, is comparable
to  trace  levels of copper in clean sea water or copper levels leached from the
copper  pipes  in  a  home's  potable  water  system.

Field  tests  using  SeaLife  1000 have consistently demonstrated that hulls and
other  submerged  surfaces  treated  with  these  coatings  provide  long-term
resistance  to algae, fungus, shell growth and rust without harming marine life.
SeaLife  Marine  is  confident  its  marine  coatings  represent  a  significant
breakthrough  in  environmental  anti-fouling  technology.

Ten  years  in  development,  tested  extensively around the world, SeaLife 1000
protects  hulls  years  longer  than  most  anti-foul  paints, costs less, dries
faster,  is  easier  to  apply,  does  not  require  a  primer  coat,  and  is
environmentally safe.  That's an unbeatable combination of quality, performance,
value  and  enviro-safe  technology.  SeaLife 1000 is perhaps the only anti-foul
coating  authorized  to  be  labeled  "environmentally  compatible"  by the EPA.

Sealife has two anti-fouling coatings, one solvent-based, one water-based, and a
water-based topside coating, all formulated for use on ships and structures that
are  exposed  to a marine environment. SeaLife Marine Coatings can be applied to
nearly  all surfaces including wood, fiberglass, steel and aluminum. It has been
applied  with  great success to buoys at sea, aqua farm nets, undersea gratings,
pilings, or any submerged surface requiring protection from fouling. The SeaLife
family  of  products  includes:

SeaLife  2000: A water-based, anti-fouling coating for submerged marine use. Due
to  the  absence of petroleum distillates in its formulation, SeaLife 2000 has a
highly  desirable zero (0) VOC (volatile organic compounds) rating.  Its highest
quality  acrylate  dispersions  make  this  product  suitable  for ships as both
superstructure  and  submerged  anti-fouling  coating. SeaLife 2000 is currently
under  research  and  development.

SeaLife  3000:  A  water-based  coating with anti-rust additives for above-water
use.  As this coating has demonstrated exceptional fireproof characteristics, it
is  the  coating  of choice for military applications. SeaLife 3000 is currently
under  research  and  development.

<PAGE>

Competition:

Most  competitors'  products  contain,  arsenic,  tributyl  tin,  copper,  lead,
mercury,  pesticides, silicones or toxic materials. Sealife's extensive research
indicates  that  SeaLife  Marine  Coatings  are  non-toxic,  non-pathogenic  and
compatible  with  the  environment  with  no  known  hazards  to  marine  life.

One  enormous  limitation  competitors  have  is  their bottom coating product's
limited  effective  life.  Most  competitive  products  recommend repeat coating
within  twelve to eighteen months. SeaLife 1000 is typically effective from four
to  seven  years,  more  than twice the life of similar anti-fouling coating
products. Additionally, most competitive products recommend at least two or more
coats  while  SeaLife  1000  is  effective  using  only  one coat on most hulls.

Most  competitors'  anti-foul  coatings  rely upon ablative technology where the
active  anti-foul  ingredients  leach  into  the  ocean at a measured rate. This
results  in  their  anti-foul  qualities  continually decreasing. They're coated
surfaces  may  appear  well  painted  but  their  anti-foul characteristics have
deteriorated. SeaLife 1000 does not rely upon leaching which allows this product
to maintain the same high quality anti-foul characteristics over the life of the
paint.

Market  research  indicates  that  SeaLife can supply bottom-coating for prices
at or below existing competitors' prices and still provide a substantial
profit  margin.  SeaLife Marine Coatings is able to offer coating paints in all
popular  colors.

Sealife  initially  will  outsource  manufacture  of  our paints at high quality
manufacturing  facilities throughout the United States.  SeaLife Marine Coatings
technical  personnel  will  supervise  quality  control.

Patents  and  trademarks:

Sealife has chosen not to patent the manufacturing formula for its paints.  When
a  patent  is  filed  it  requires  the disclosure of all processes and formulas
required  to  manufacture  the  product.  Due  to  improbability of a competitor
"reverse engineering" the SeaLife Marine formulas and the problems inherent with
the  ease  of  patent  formula  availability to potential competitors worldwide,
Sealife  has  elected  trade  secret  protection  of  its formulas. Trade secret
protection is the method of choice of successful companies such as Coca-Cola and
Kentucky  Fried  Chicken.  Sealife  owns  formulas  and proprietary supplies and
sources  that  are  special  and  unique to its products. Sealife has elected to
maintain  the  security  of  these  invaluable  assets  as  trade  secrets.

Marketing  Plan:

Sealife  expects to reach prospective customers utilizing an attractive web site
with  information  relative  to  product  advantages,  price  and  distributor
availability, direct mail (personal and business to business), selected magazine
advertising,  extensive  public  relations  campaigns  to  create branding and a
direct  technically  oriented  sales  force.

SeaLife  Marine  Products intends to recruit and employ an experienced marketing
and  sales  manager  whose  primary  focus  will  be to introduce SeaLife Marine
products worldwide to ship chandlers, shipyards, retail outlets and builders and
to  pursue  worldwide  licensing  agreements  with  established  marketing  and
manufacturing  entities.

<PAGE>

Sealife's  initial  outlets will be distributors and select retailers located in
key  areas throughout the world. Product shipments are anticipated to begin from
a  single  production/warehouse  facility  in the U.S. Future expansion involves
adding  other  distribution  locales  (i.e.  Asia  and Europe) as a sales volume
requirement  dictate.

The  pricing  of these products is highly competitive while the shipping expense
will  remain  minimal.  It  is  the  Sealife's  belief  that  it  will achieve a
substantial  penetration  of  the  bottom coating market within six months while
achieving  profitability  by  the  end  of  our  first  year.

Product Testing

Sixty  tests  involving  SeaLife 1000 anti-foul paint are being conducted around
the  world,  including Sweden, Norway, Singapore, China, and Canada. These Tests
include:  cruise  ships,  ferryboats,  Navy  testing,  outboard  motors, yachts,
recreational  boats  and  aqua  farming  nets.  Recent  articles published about
SeaLife  1000  in  Practical Sailor, the Road and Track for boats, indicate that
SeaLife1000  performs  on  par  with the large and established anti-foul paints,
without  harming  the  environment, few companies, if any, can claim this title.

T.R.Wilbury  Laboratories,  Inc.,  a highly regarded independent laboratories in
the  United  States,  conducted  the  study  with the objective to determine the
release  rate  of  copper  from  SeaLife  1000  antifouling  paint  in synthetic
seawater.  The  data was intended for use with models that predict environmental
concentration  and  assess  environmental  risk.

The  test  was  modeled  after  ASTM  D6442-99:  Standard Test method for Copper
release  Rates  of Antifouling Coatings System in Sea Water. SeaLife1000 release
rate  was  significantly  lower  than  any  other  paint tested. The company has
received approval from the Unite States Federal Environmental Protection Agency.
The  company  has  applied  to  the State of California Environmental Protection
Agency.  The  approval process is now pending. California EPA approval will open
up  the largest retail market in the United States, if not the world for Sealife
1000 anti foul paint. Environmental protection agency approvals are also pending
in  several  European  Countries.

ProTerra

The  company  is  also  conducting  tests  on a new product called Proterra soil
rescue.  Protera  soil rescue is a biotechnology product that improves plant and
tree  growth.

ProTerra  technologies,  Inc.  has  received  purchase  orders  for  large scale
application  and  testing  in six countries including, Italy, Switzerland, South
Africa,  Belgium,  Spain,  Germany,  France  and  the  UK.

Other  tests  currently  underway  include; golf greens, row crops, polo fields,
trees,  horse  pastures  and  driving range. In all cases, the results have been
outstanding.  Success  in  these  areas can be leveraged into global sales, with
potential  annual  revenue  into  the  millions of dollarsProTerra products will
generate on average, in annual sales, approximately $160.00 per acre treated.

Bob Boldt, Senior PGA Tour Player and Course Designer, said of ProTerra "The use
of Pro Terra Soil Rescue has been an unbelievable experience, in just one season
sand  and  limestone  areas  that  would not grow grass are now blooming and our
water  usage  is  decreasing. Our walnut trees that were tagged for removal have
now  produced  more  walnuts  than  ever.  The tree replacement of over 56 trees
throughout  the course has had a 0-loss factor using ProTerra. This is our first
full  year  in  using  SeaLife's  Pro Terra and I am astonished at the results."

<PAGE>

SeaLife  Corporation is currently in discussions with several large distributors
to handle our line of innovative, environmentally friendly products, which could
provide  SeaLife Corporation global reach into the global and growing market for
environmentally  compatible  products  that  work.

Operating Results For the Three Months Ended February 28, 2003

For  the  three  months  ended  February  28,  2003, the Company has revenues of
$16,467. The Company's cost of sales were $39,672 resulting in a gross profit of
($23,205).

Expenses  were  $161,048 for the three months ended February 28, 2003 which were
composed  of  sales  and  marketing  expenses  of  $7,756  and  general  and
administrative  expenses  of  $153,291.

Net loss was ($184,253) for the three months ended February 28, 2003 and the net
loss per share was ($.02) per share.

Operating Results For the Six Months Ended February 28, 2003

For the six months ended February 28, 2003, the Company had revenues of $37,770.
The  Company's  cost  of  sales  were  $66,312  resulting  in  a gross profit of
($28,543).

Expenses  were  $189,449  for  the six months ended February 28, 2003 which were
comprised  of  sales  and  marketing  expenses  of  $21,591  and  general  and
administrative  expenses  of  $167,858.

Net  loss  was ($217,991) for the six months ended February 28, 2003 and the net
loss  per  share  was  ($.03).

Operating Results For the Nine Months Ended February 28, 2003.

For  the  nine  months  ended  February  28,  2003,  the Company had revenues of
$37,770. The Company's cost of sales were $76,395 resulting in a gross profit of
($38,626).

Expenses  were $200,697 comprised of sales and marketing expenses of $23,188 and
general  and  administrative  expenses  of  $177,509.

Net loss was ($293,322) or ($.03) per share.

Liquidity and Capital Resources

For  the quarter ended February 28, 2003, the Company has not generated positive
cash  flow  from  its  own  operations  due  to  the  preliminary nature of such
operations  and  expenditures to build the appropriate infrastructure to support
its  expected  growth.  The Company's operations have been financed by a note in
the  amount  of  $1,220,309,  of  which $1,000,000 was converted into our common
stock

The  Company  is taking steps to raise equity capital. There can be no assurance
that any new capital will be available to the Company or that adequate funds for
the  Company's  operations,  whether  from  the  Company's  revenues,  financial
markets,  or  other  arrangements  will  be  available  when  needed or on terms
satisfactory  to  the  Company.  The  Company  has no commitments from officers,
directors or affiliates to provide funding. The failure of the Company to obtain
adequate additional financing may require the Company to delay, curtail or scale
back  some  or  all  of  its  operations.  Any  additional financing may involve
dilution  to  the  Company's  then-existing  stockholders.

Without additional capital funding, the Company believes it can operate at its
current level of liquidity for approximately twelve months.


Item 3.Evaluation of Disclosure Controls and Procedure

(a)  Evaluation  of  disclosure  controls  and  procedures.  Our chief executive
     officer and our chief financial officer, after evaluating the effectiveness
     of  the  Company's  "disclosure controls and procedures" (as defined in the
     securities  Exchange  Act  of  1934  Rules  13a-14(c)  and 15-d-14c as  of
     a  date (the "Evaluation  Date') within 90 days before the filing date of
     this quarterly      report,  have  concluded  that  a  of  the  Evaluation
     Date, our disclosure controls  and procedures were adequate and designed to
     ensure that material information  relating to us and our consolidated
     subsidiaries would be made known  to  them  by  others  within  those
     entities.
(b)  Changes  in  internal  controls.  There  were no significant changes in our
     internal  controls  or  to  our  knowledge,  in  other  factors  that could
     significantly  affect  our disclosure controls and procedures subsequent to
     the  Evaluation  Date.

Part  II  Other  Information

Item 1. LEGAL PROCEEDINGS
     None

Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On  January  5,2003  the company issued 1,000,000 shares of common stock to Gail
Himmah  as  payment  of  $1,000,000  on  the  promissory note to Gael Himmah. We
believe  that  this transaction was exempt from registration pursuant to Section
4(2)  of  the  Securities  Act  as  the  recipient  had sufficient knowledge and
experience  in  financial  and business matters that it was able to evaluate the
merits  and risks of an investment in the Company, and since the transaction was
non-recurring  and  privately  negotiated.


Item 3. DEFAULTS UPON SENIOR SECURITIES
     None/ not Applicable.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
     None/ not Applicable.

Item 5. OTHER INFORMATION
On  December  20,  2002  the  Company  acquired 100% of the outstanding stock of
Sealife  Corp.  As  a  result  of  the  acquisition  of  Sealife Corp., a Nevada
Corporation, the control of the Registrant changed to the former shareholders of
Sealife  Corp.  Robert A McCaslin now exercises control of the registrant. As of
January 21,2003 Robert A. McCaslin owns 3,000,000 shares of a total of 7,758,806
or  38%  of  the  outstanding  shares.

On  August  7,2002  the  company  organized  a  new  100% owned subsidiary named
Proterra  Technologies, Inc. the company plans to market bio technology products
that  have  been  developed  by Gael Himmah and others. These products have been
developed  as  by  products  of the development of the Sealife coating products.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)Exhibits

2.1(1) Exchange Agreement
3.1(1) Articles of Amendment to the Articles of Incorporation
10.1 Consulting Agreement with Gael Himmah
10.2 Asset Purchase Agreement
10.3 Promissory Note
99.1 Certification of Chief Executive Officer and Chief Financial Officer
      Pursuant to 18 U.S.C. Section 1350

  Filed as Exhibits to the Form 8-K filed on December 31, 2002.

     SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

SEALIFE CORPORATION

Date: April 18, 2003

By: /s/ Robert McCaslin
   ---------------------
Robert McCaslin
Chief Executive Officer


Certifications

Robert A. McCaslin Certifies as President of SeaLife Corporation  that:

1.     I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  SeaLife
Corporation.

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made.  Not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  quarterly report fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of  and  for,  the  periods  presented in this quarterly report;

4.     The  registrant's  other  certifying  officer and , I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Art  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have;
<PAGE>

5.     The  registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (  or  persons performing the equivalent
function);

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  date  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.     The  registrant's  other  certifying officer and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Dated: April 18,2003

By: /S/ Robert A. McCaslin
   -------------------------------
    Robert A. McCaslin
    President

<PAGE>

John W. Vilagi Certifies as Chief Financial Officer of SeaLife Corporation that:

1.     I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  SeaLife
Corporation.

2.     Based  on my knowledge, this quarterly report does not contain any untrue
statements of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made.  Not misleading with respect to the period covered by this quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  quarterly report fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of  and  for,  the  periods  presented in this quarterly report;

4.     The  registrant's  other  certifying  officer and , I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Art  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have;

5.     The  registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (  or  persons performing the equivalent
function);

     a.   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  date  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b.   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.     The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses

Dated: April 18,2003

By:/s/ John W. Vilagi
---------------------
Name: John W. Vilagi
Title: Chief Financial Officer
<PAGE>

                                   EXHIBIT 10.2
                            ASSET PURCHASE AGREEMENT

                            ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into, and
effective June 30, 2002, by and between GAEL HIMMAH, doing business as ASPEN
LABORATORIES, ECOSYS INTERNATIONAL, and SEALIFE MARINE COATINGS ("Seller") and
SEALIFE MARINE PRODUCTS, INC., a California corporation, whose place of business
is 2164 N. Glassell Street, Orange, CA 92865 ("Buyer").

                                    RECITALS

A.WHEREAS, Seller is interested in selling rights to certain products developed
by the Seller (the "Assets");

B.     WHEREAS, Buyer believes that the purchase of the assets of Seller will
complement its current business;

C.     WHEREAS, the parties wish to consummate the sale of the assets pursuant
to the terms of this Agreement.

                                    ARTICLE I
                                    ---------

For good and valuable consideration, receipt of which is acknowledged, Geal
Himmah doing business as Ecosys International, Aspen Laboratories and SeaLife
Marine Coatings grants, sells and assigns to SeaLife Marine Products, Inc.:

A.   All  rights of every kind and nature in perpetuity throughout the universe,
     including, without limitation, patents, patent application rights, for U.S.
     Environmental  Protection  Agency  registration  number  70214-1,  and  all
     modifications,  enhancements  and  improvements  thereon.

B.   All  rights  of  every  kind and nature in perpetuity through the universe,
     including  without  limitation,  all products, including but not limited to
     SeaLife  1000,  SeaLife  2000  and  SeaLife 3000, present and future marine
     coatings  products  below  and above the water line, and all modifications,
     variations,  enhancements  and  improvements  thereon.

                                   ARTICLE II
                                   ----------

Seller appoints Buyer, its successor, licensees, and assigns, Buyers irrevocable
attorney-in-fact, with full power of substitution and delegation in Buyers or in
Sellers name.

A.   To enforce and protect all rights, licenses, privileges or property granted
     hereunder  any  and  all  patents  therein.

B.   To  prevent  or  terminate  any  infringement  or  other  violation  or any
     threatened  infringement  or  violation.

C.   To  join Buyer as party plaintiff or defendant in any suit or proceeding in
     the  discretion  of  Buyer

                                   ARTICLE III
                                   -----------
Purchase Price
--------------

The purchase price shall be 1,335,309 payable pursuant to the terms and
conditions set forth herein in Schedule "A" of the Agreement.

<PAGE>

The Closing.
-----------

The closing of this transaction shall occur upon the delivery of the following
documents:

                         By Seller:

a.     An executed original of this Agreement;

b.     Executed Assignments for each product purchase

                        By Buyer:

     a.     The executed original of this Agreement.

    The effective date of the sale shall be June 30, 2002.

                                   ARTICLE IV
                                   ----------

     1.     Representations and Warranties of Seller.
            ----------------------------------------

     1.1  Organization.  Seller  an  individual  or  a  corporation  and has all
requisite  power  and authority to conduct its business as it is presently being
conducted  and  to  own  its  assets.

     1.2  Authorization.  Seller  has all necessary power and authority to enter
into  this  Agreement.  This  Agreement  has been duly executed and delivered by
Seller  and  is  a  legal,  valid  and  binding obligation of Seller enforceable
against  Seller  in  accordance  with  its  terms.

     1.3  No Violation. Neither the execution and delivery of this Agreement nor
the  consummation  of  the  transactions  contemplated  hereby  will result in a
violation  or  conflict  with any obligations of the Seller or the provisions of
any contract, commitment, obligation or license to which Seller is a party or by
which  the  Assets  are  bound.

     1.4  Consents  and  Approvals. No consent, approval or authorization of, or
declaration, filing or registration with, any government regulatory authority or
any  other  person  or entity is required to be obtained by Seller in connection
with  the  execution,  delivery  and  performance  of  this  Agreement  or  the
transactions  consummated  hereby.

     1.5  No Broker's Representation. Neither Seller nor any affiliate of Seller
has  entered into or will enter into any agreement, arrangement or understanding
with  any person or firm which will result in the obligation of the Buyer to pay
a  finder's  fee, brokerage commission or similar payment in connection with the
transactions  contemplated  hereby.

     1.6  Seller  has represented that SeaLife 1,000 Paint, meets or exceeds the
(VOC) Volatile Organic Compounds rate of 165 grams per liter and a leach rate of
less  that  .01  micro  grams  per  liter.

     1.7 Survival of Warranties. Seller agrees that all warranties made by it in
this  Agreement  shall survive the consummation of the sale and the closing Date
of  this  Agreement.

<PAGE>

     2.     Representations and Warranties of Buyer.
            ----------------------------------------

     2.1  Organization. Buyer is duly incorporated, validly existing and in good
standing  under  the  laws  of  the  State  of California, and has all requisite
corporate  power  and authority to conduct its business as it is presently being
conducted  and  to  own  its  assets.

     2.2 Authorization. Buyer has all necessary corporate power and authority to
enter  into  this  Agreement  and  has  taken  all corporate action necessary to
consummate  the  transactions contemplated hereby and to perform its obligations
hereunder. This Agreement has been duly executed and delivered by Buyer and is a
legal,  valid  and  binding  obligation  of  Buyer  enforceable against Buyer in
accordance  with  its  terms.

     2.3  Consents  and  Approvals. No consent, approval or authorization of, or
declaration, filing or registration with, any government regulatory authority or
any  other  person  or  entity is required to be obtained by Buyer in connection
with  the  execution,  delivery  and  performance  of  this  Agreement  or  the
transactions  consummated  hereby.

     2.4  No  Broker's  Representation. Neither Buyer nor any affiliate of Buyer
has  entered into or will enter into any agreement, arrangement or understanding
with any person or firm which will result in the obligation of the Seller to pay
a  finder's  fee, brokerage commission or similar payment in connection with the
transactions  contemplated  hereby.

3. Notices. Any notice to be given hereunder shall be given (except as otherwise
  --------
expressly  set  forth  herein)  by certified mail, postage prepaid, and shall be
deemed  to have been received five business days after posting. Any notice shall
be  sent to the address given in the preamble of this Agreement or to such other
address  as  the  relevant  party  may  notify  to  the  other.

4.  Disputes.  This  Agreement will be interpreted in accordance with California
   ---------
law,  including  all  matters  of  construction,  validity,  performance  and
enforcement,  without  giving  effect to any principles of conflict of laws. The
parties  hereto  consent  to  the  jurisdiction  of  the  courts of the State of
California,  County  of  Orange.

5.  Attorney's  Fees.  If  any  arbitration,  litigation,  action, suit or other
    ----------------
proceeding  is  instituted  to remedy, prevent or obtain relief from a breach of
this  Agreement,  in  relation  to a breach of this Agreement or pertaining to a
declaration  of  rights  under this Agreement, the prevailing party will recover
all such party's attorneys' fees incurred in each and every such action, suit or
other  proceeding,  including  any  and  all  appeals  or  petitions  therefrom.

6.  Amendments/Waivers. This Agreement may be amended, supplemented, modified or
    ------------------
rescinded  only  through an express written instrument signed by all the parties
or  their  respective  successors and assigns. Either party may specifically and
expressly  waive  in writing any portion of this Agreement or any breach hereof,
but  no  such  waiver  shall  constitute  a  further or continuing waiver of any
preceding  or  succeeding breach of the same or any other provision. The consent
by one party to any action for which consent was required shall not be deemed to
imply  consent or waiver of the necessity of obtaining such consent for the same
or  similar  acts  in  the  future.

7.  Counterparts.  This Agreement may be executed in any number of counterparts,
    ------------
each of which shall be deemed to be an original, but all of which together shall
constitute  one  and  the  same  instrument.

8.  Severability.  Each  provision of this Agreement is intended to be severable
    ------------
and  if  any term or provision herein is determined invalid or unenforceable for
any  reason,  such illegality or invalidity shall not affect the validity of the
remainder of this Agreement and, wherever possible, intent shall be given to the
invalid  or  unenforceable  provision.

9.  Entire  Agreement.  This  Agreement  contains  the  entire  and  complete
    -----------------
understanding  between  the  parties  concerning  its  subject  matter  and  all
representations,  agreements,  arrangements  and  understandings

10.  between  or  among  the  parties,  whether oral or written, have been fully
merged  herein  and  are  superseded  hereby.  Except  as provided by consulting
agreement  Exhibit  "B".

<PAGE>

11.  Remedies.  All  rights,  remedies,  undertakings,  obligations,  options,
     --------
covenants,  conditions  and  agreements  contained  in  this  Agreement shall be
cumulative  and  no  one  of  them  shall  be  exclusive  of  any  other.

12.  Further  Assurances  and  Cooperation.  From time to time at the request of
     -------------------------------------
either  party  to  this  Agreement  and without further consideration, the other
party  will  execute  and  deliver such documents and take such action as may be
reasonably  requested  in  order to consummate more effectively the transactions
contemplated  by  this  Agreement.

13.  Successors.  Subject  to  the  foregoing paragraph, this Agreement shall be
     ----------
binding upon and inure to the benefit of the parties and their respective heirs,
legatees,  legal  representatives,  successors  and  permitted  assigns.

14.  Benefit  of Agreement. This Agreement is for the sole and exclusive benefit
    ----------------------
of  the  signatories  hereto and nothing in this Agreement shall be construed to
give  any  person or entity other than the parties hereto any legal or equitable
right,  claim  or  remedy.

     NOW, WHEREFORE, the parties hereto enter into this Agreement as of the date
first  written  above.

"Seller"                              "Buyer"

GAEL  HIMMAH                          SEALIFE  MARINE  PRODUCTS,  INC.

By:    /s/ Gael Himmah                    By:  /s/ Robert McCaslin
   -------------------------------       ------------------------------
                                         Its:     President

ECOSYS  INTERNATIONAL


By: /s/ Gael Himmah
  ---------------------------------

EXHIBIT A

The  purchase  price  of  $1,335,309  shall  be  paid  as  follows:

1.     Down  Payment  of  $115,000  which  is  already  paid.

2.     The  balance  of  $1,220,309 is paid in installments over a ten (10) year
period  as  per  Note  -  Exhibit  A-1.

the death, bankruptcy, insolvency, or assignment for the benefit of creditors of
the  other party. Consultant shall have the right to terminate this Agreement if
company  fails  to  comply  with  any  of  the material terms of this Agreement,
including  without limitation its responsibilities for fees as set forth in this
Agreement, and such failure continues unremedied for a period of sixty (60) days
after  written  notice to the Company. Company shall have the right to terminate
this  Agreement  upon  delivery  to Consultant of notice setting forth the facts
comprising  a  material breach of this Agreement by Consultant. Consultant shall
have  sixty  (60)  days  to  remedy  such  breach.

<PAGE>

EXHIBIT 10.1


                              CONSULTING AGREEMENT


This  Consulting  Agreement  (this  "Agreement")  is made and entered into as of
January  1,  2003,  by  and  between  Gael  Himmah,  doing  business  as  Aspen
Laboratories,  Ecosys  International,  and  SeaLife  Marine  Coatings,
(hereinafter referred to as the "Consultant") and SeaLife Marine Products, Inc.,
a  California  corporation,  whose place of business is 2164 N. Glassell Street,
Orange,  CA  92865  (hereinafter  referred  to  as  the  "Consultant").

RECITALS

WHEREAS,  the  Company  has  acquired  certain  technology  from Consultant; and

WHEREAS,  Consultant  has  certain  experience and knowledge associated with the
technology  that  the  Company  acquired;  and

WHEREAS,  the  Company  wishes  is  to  engage the services of the Consultant to
assist  the  Company  in  the  ongoing  use  of  the  technology.

NOW,  THEREFORE,  in  consideration of the mutual promises herein contained, the
parties  hereto  hereby  agreed  as  follows:

CONSULTING  SERVICES;  EXCLUSIVE  NATURE  OF  SERVICES

Attached  hereto as Exhibit A and incorporated herein and by this reference is a
description  of  the  services  to  be provided by the Consultant hereunder (the
"Consulting  Services".  Consultant hereby agrees to utilize its best efforts in
performing  the  Consulting  Services.

TERM  OF  AGREEMENT

This Agreement shall be in full force and effect commencing upon the date hereof
and  concluding at the close of business on the same date in 2007  ("termination
date").  Either  party  hereto  shall have the right to terminate this Agreement
without  notice in the event of the death, bankruptcy, insolvency, or assignment
for the benefit of creditors of the other party. Consultant shall have the right
to  terminate this Agreement if company fails to comply with any of the material
terms  of  this Agreement, including without limitation its responsibilities for
fees as set forth in this Agreement, and such failure continues unremedied for a
period  of  sixty  (60)  days after written notice to the Company. Company shall
have the right to terminate this Agreement upon delivery to Consultant of notice
setting  forth  the  facts  comprising  a  material  breach of this Agreement by
Consultant.  Consultant  shall  have  sixty  (60)  days  to  remedy such breach.

<PAGE>

TIME  DEVOTED  BY  CONSULTANT

It  is  anticipated  that  the  Consultant  shall  spend  as much time as deemed
necessary  by  the  Consultant in order to perform the obligations of Consultant
hereunder.  The  company  understands that this amount of time may vary and that
the  Consultant  may  perform  Consulting  Services  for  other  companies.

PLACE  WERE  SERVICES  WILL  BE  PERFORMED

The  consultant  will  perform  services  in  accordance  with this Agreement at
Consultant's  offices.  In addition, the Consultant will perform services on the
telephone  and  at  such  other places as necessary to perform these services in
accordance  with  this  Agreement.

COMPENSATION  TO  CONSULTANTS

The  Consultant's compensation for the Consulting Services shall be set forth in
Exhibit  B  attached  hereto  in  incorporated  herein  by  this  reference.

INDEPENDENT  CONTRACTOR

Both  company  and  the  Consultant,  agree  that  the Consultant will act as an
independent  contractor  in  the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that consultant,
or  any  employee,  agent or other authorized representative of Consultant, is a
partner,  joint  venture,  agent,  officer  or  employee  of  the  Company.

CONFIDENTIAL  INFORMATION

The  Consultant  and  the  Company  acknowledge  that  each  will have access to
proprietary information regarding the business operations of the other and agree
to  keep all such information secret and confidential and not to use or disclose
any  such  information  to  any  individual  or  organization  without  the
non-disclosing parties prior written consent. It is hereby agreed that from time
to time Consultant in the Company may designate certain disclosed information as
confidential  for  purposes  of  this  Agreement.

INDEMNIFICATION

The Company herein agrees to indemnify and hold Consultant harmless from any and
all  liabilities incurred by Consultant insofar as such liabilities arise out of
or  are  based  solely  upon (I) any material misstatement or omission contained
documents  provided  by  the  Company,  or  (ii)  any intentional actions by the
Company,  direct  or  indirect,  in violation of any applicable federal or state
laws.

Consultants  hereby  agrees  to indemnify and hold the Company harmless from any
and  all  liabilities incurred by the Company, insofar as such liabilities arise
out  of  or  are  based solely upon (I) any actions by Consultant, its officers,
employees,  agents,  or control persons, direct or indirect, in violation of any
applicable  federal  or  state  laws  regulations,  or  (ii)  any breach of this
Agreement  by  Consultant.

<PAGE>

The  indemnity  obligations of the parties under this paragraph shall be binding
upon  and  inure  to  the benefit of any successors, assigns, heirs and personal
representatives  of  the  Company, the Consultant, and any other such persons or
entities  mentioned  hereinabove.

COVENANTS  OF  CONSULTANT

Consultant  covenants and agrees with the Company that, in performing Consulting
Services,  Consultant  will:

Not  make  any representations other than those expressly set forth in documents
provided  by  the  Company;  and

Not  publish,  circulate  or  otherwise  use  any materials other than materials
provided  by  or  otherwise  approved  by  the  Company.

MISCELLANEOUS

Attorneys'  Fees,  if  either  party  files  any  action or brings in proceeding
----------------
against  the  other  or arising in or out of this Agreement, than the prevailing
party  shall  be  entitled  to  reasonable  attorneys'  fees.

Waiver.  No  waiver  by  a  party  of  any  provision of this Agreement shall be
------
considered  a waiver or any other provision or any subsequent breach of the same
or  any other provision. The exercise by a party of any other remedy provided in
this  Agreement  or  at  law shall not prevent the exercise by that party of any
other  remedy  provided  in  this  Agreement  or  at  law.

Assignment.  This  Agreement  shall  be binding upon inure to the benefit of the
-----------
parties  hereto  and  no assignment shall be allowed without first obtaining the
written  consent  of  the  non-assigning  party,

Severability,  If  any  condition  or  covenants  herein contained is held to be
------------
invalid or void by any court of competent jurisdiction, the same shall be deemed
severable  from  the  remainder of this Agreement and shall in no way effect the
other  covenants  and  conditions  contained  herein.

Amendment. This Agreement may be amended only by a written agreement executed by
---------
all  parties  hereto.

Headings,  titles  or  captions,  contained  herein  are inserted as a matter of
--------
convenience  and for reference, and in no way define, limit, extent, or describe
the  scope  of  this Agreement or any provision in here of. No provision in this
Agreement is to be interpreted for or against either party because that party or
his  legal  representative  drafted  such  provision.

Notice,  all  written  notices, the demand, or request of any kind, which either
------
party  may  be  required or any desired to serve on any other in connection with
this  Agreement,  must  be  served by registered or certified mail, with postage
prepaid  and  returned  receipt  requested. In lieu of mailing, either party may
cause  delivery  of  such  notice,  demands  and requests to be made by personal
service,  facsimile  transmission,  provided  that acknowledgement of receipt is
made. Notice shall be deemed given upon personal delivery of receipt a facsimile
transmission,  or  two (2) days after mailing, all notices, demands, and request
shall  be  delivered  as  follows:

If  to  the  Company:

SeaLife  Marine  Products,  Inc.
2164  N.  Glassell  Street
Orange,  CA  92865

If  to  the  Consultant:

Gael  Himmah
P.O.  Box  342
La  Quinta,  CA  92253

Entire  Agreement,  This Agreement, including any Exhibits or Schedules attached
-----------------
hereto,  contains  all  of  the  representations,  warranties  and  the  entire
understanding  and  agreement between the parties. Correspondents, memoranda, or
agreements,  whether  written  or  oral,  originating  before  the  date of this
Agreement  are  replaced  in  total  with  this  Agreement  and  less  otherwise
especially  stated.

Counterparts Facsimile Signatures, This Agreement may be executed simultaneously
---------------------------------
in  one  or more counterparts, each of which shall deem an original all of which
together  shall  be  deemed  a  valid  and  binding execution of this Agreement.

Governing  Law  and  Venue, this Agreement shall be governed by and construed in
--------------------------
accordance  with  the  laws of the State of California which would apply if both
parties  were  residents of California and this Agreement was made and performed
in  California.  In  any  legal action, involving this Agreement or the parties'
relationship,  the  parties agree that the exclusive venue for any lawsuit shall
be  in  the  state  or  federal  court  located  within  the  County  of Orange,
California.  The  parties  agree  to  submit to the personal jurisdiction of the
state  and  federal  courts  located  within  Orange  County,  California.

<PAGE>

IN WITNESS WHEREOF, the parties here to have placed their signatures here on the
day  in  your  first  above  written.

COMPANY

SeaLife  Marine  Products,  Inc.


/s/ Robert McCaslin
-------------------
By  Robert  McCaslin
President


CONSULTANT

Gael  Himmah


/s/ Gael Himmah
-------------------
By  Gael  Himmah


<PAGE>

                                    EXHIBIT A

                       DESCRIPTION OF CONSULTING SERV"ICES

                             SEALIFE MARINE PRODUCTS

The  purpose  of  the  Consulting  Agreement  is  to maintain the company at the
cutting  edge  of  technology  in  the  world  wide  market  place.

To  meet  this  goal  Consultant  will  provide  the  following:

1.     To  provide  all  necessary  support  to  comply  with the regulations of
various  governmental  authorities.

2.     To  assist the company in solving specific marketing and or environmental
problems  that  are  important  for  the  growth and development of the company.

3.     To  assist  the  company  in constant improvement in the products to meet
cost  effective  requirements  of  the  market  place.

4.     To  assist the company in developing operational protocols to achieve the
best  performance  from  the  products.

5.     To  assist the company in over all support and advise on the operation of
the  company's  business.

6.     To  assist the company in the purchase or manufacturer of the products or
their  components.

<PAGE>

                                    EXHIBIT B

                              TERMS OF COMPENSATION

                          SEALIFE MARINE PRODUCTS, INC.


The  Consultant  shall  be  paid  $10,000  per  month  starting  September 2002.

Payment  shall  be  due  on  the  10th  of  the  following  month.

<PAGE>

EXHIBIT 10.3
                                   EXHIBIT A-1

                                                                   US$1,220,309
DATED  JUNE  30,  2002



                       SEVEN PERCENT (7%) PROMISSORY NOTE


               THIS  NOTE  (this "Note") is an authorized Note of SEALIFE MARINE
PRODUCTS,  INC.,  a  California  corporation  (the  "Company"), in the principal
amount  of  US  $1,220,309  (the  "Note").

               FOR  VALUE  RECEIVED, the Company agrees to pay to Gael Himmah or
his  assigns (the "Holder"), the principal sum of US $1,220,309 (One Million Two
Hundred  Twenty  Thousand  Three  Hundred  Nine  United  States  Dollars)  (the
"Principal  Amount")  plus  interest  on the Outstanding Principal Amount at the
rate  of  seven  percent  (7%)  per  annum  occurring from the date of issuance.

     Accrual of interest shall commence on the first day to occur after the date
hereof  until  repayment  in  full  of  the  principal sum has been made or duly
provided  for.  Accrued and unpaid interest shall bear interest at the same rate
until paid.  The principal of this Note plus interest is payable in such coin or
currency  of  the  United  States  as at the time of payment is legal tender for
payment  of  public and private debts, at the address last appearing on the Note
Register  of  the  Company  as  designated in writing by the Holder from time to
time.

<PAGE>

The  principal  amount shall be paid as follows:  Computed on an annual basis 5%
of  the  first  three  million dollars of sales and 2   of the excess over three
million  dollars  in  sales  of the company will be paid to holder monthly.  The
payment  shall  be  paid  30  days  after  the  end  of  the  monthly  period.

In  the  event  that the above payment schedule does not pay the note in full by
June  30,  2012,  the  entire  unpaid  balance  will  be  due  on June 30, 2012.

Right  to Convert.  The holder of this note may at his option convert the unpaid
balance  of  this  note to common stock of the company.  The number of shares of
common  stock  into  which  the  balance  of  this  note  will  convert shall be
determined  by  dividing the unpaid balance of the note  by eighty percent (80%)
of the Market Price of the Common Stock of the Company.  The Market Price of the
Common  Stock  of the Company shall equal the average of the last quoted closing
bid  price  as  reported  by  the  National  Association  of  Securities Dealers
Automated  Quotation  System (NASDAQ) for the thirty  (30 day) period ending ten
(10)  days  prior  to the Conversion Date.  No fractional shares shall be issued
upon the conversion.  The number of shares of Common Stock to be issued shall be
rounded  to  the  nearest  whole  share.
There  shall  be  no  prepayment  penalty.

This  Note  is  subject  to  the  following  additional  provisions:

     1.     All  payments on account of the principal of this Note and all other
amounts  payable  under  this  Note  (whether  made  by the Company or any other
person)  to  or  for  the account of the Holder hereunder shall be made free and
clear  of  and  without  reduction  by  reason of any present and future income,
stamp,  registration  and  other  taxes,  levies,  duties,  cost,  and  charges
whatsoever  imposed,  assessed,  levied or collected by the United States or any
political  subdivision  or  taxing  authority  thereof or therein, together with
interest thereon and penalties with respect thereto, if any, on or in respect of
this  Note  (such  taxes,  levies,  duties,  costs  and  charges  being  herein
collectively  called  "US  Taxes").

     2.     No  provision  of  this Note shall alter or impair the obligation of
the  Company,  which  is  absolute  and  unconditional,  to  the  payment of the
principal  of this Note at the time, place and rate, and in the coin or currency
herein  prescribed.  This  Note  is a direct obligations of the Company.  In the
event  of  any liquidation, reorganization, winding up or dissolution, repayment
of  this  Note shall not be subordinate in any respect to any other indebtedness
of  the Company outstanding as of the date of this Note or hereafter incurred by
the  Company.

     Such non-subordination shall extend, without limiting the generality of the
foregoing,  to all indebtedness of the Company to banks, financial institutions,
other  secured  lenders,  equipment lessors and equipment finance companies, but
shall  exclude  trade  debts;  and  any  warrants,  options  or other securities
convertible into stock of the Company shall rank pari passu with the Note in all
respects,  so  long  as  issued  prior  to  the  date  hereof.

     3.     The  Company  hereby  expressly  waives  demand  and presentment for
payment,  notice  of  nonpayment,  protest,  notice  of  dishonor,  notice  of
acceleration  or  intent to accelerate, bringing of suit and diligence in taking
any  action  to  collect  amounts called for hereunder and shall be directly and
primarily  liable  for  the  payment  of  all sums owing and to be owing hereon,
regardless  of and without notice, diligence, act or omission as or with respect
to  the  collection  of  any  amount  called  for  hereunder.

     4.     If  one or more of the "Events of Default" as described in Paragraph
5  shall  occur,  the  Company  agrees  to pay all costs and expenses, including
reasonable  attorney's  fees,  which may be incurred by the Holder in collecting
any  amount  due  under,  or  enforcing  any  terms  of,  this  Note.

<PAGE>

5.     If  more  than  one  of the following described "Events of Default" shall
occur:

(a)  The  Company  shall default in the timely payment of principal or interest;
     or

(b)  Any  of  the representations or warranties made b the Company herein, or in
     any  certificate  or  financial  or  other document heretofore or hereafter
     furnished  by  or on behalf of the Company in connection with the execution
     and  delivery  of  this  Note, shall be false or misleading in any material
     respect  at  the  time  made;  or

(c)  The Company shall fail to perform or observe any other covenant, provision,
     condition,  agreement or obligation of the Company under this Note and such
     failure  shall  continue  uncured  for  a  period of thirty (30) days after
     notice  from  the  Holder  of  such  failure;  or

(d)  The  Company shall (1) become insolvent; (2) admit in writing its inability
     to  pay its debts as they mature; (3) make an assignment for the benefit of
     creditors  or commence proceedings for its dissolution; or (4) apply for or
     consent  to  the appointment of a trustee, liquidator or receiver for it or
     for  a  substantial  part  of  its  property  or  business;  or

(e)  A trustee, liquidator or receiver shall be appointed for the Company or for
     a  substantial  part  of  its  property or business without its consent and
     shall  not be discharged within thirty (30) days after such appointment, or

(f)  Any  governmental agency  or  any  court  of  competent jurisdiction at the
     instance  of any governmental agency shall assume custody or control of the
     whole or any substantial portion of the properties or assets of the Company
     and  shall  not  be  dismissed  within  thirty  (30)  days  thereafter;  or

(g)  Any  money judgment, writ or warrant of attachment, lien or similar process
     in  excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate shall
     be  entered  or filed against the Company or any of its properties or other
     assets  and shall remain unsatisfied, unabated, unbounded or unstayed for a
     period of thirty (30) days (unless such order provided for delayed payment)
     or  in any event later than five (5) days prior to the date of any proposed
     sale  thereunder;  or

(h)  Bankruptcy,  reorganization, insolvency or liquidation proceedings or other
     proceeding for relief under any bankruptcy law or any law for the relief of
     debtors  shall  be  instituted  by or against the Company and if instituted
     against  the Company, shall not be dismissed, stayed or bonded within sixty
     (60)  days  after  such  institution  or the Company shall by any action or
     answer  approve  of,  consent  to,  or acquiesce in any such proceedings or
     admit the material allegations of, or default in answering a petition filed
     in  any  such  proceeding;

     Then, or at any time thereafter, and in each and in every such case, unless
such  Event  of  Default  shall have been waived in writing by the Holder (which
waiver shall not be deemed to be a waiver of any subsequent default), the Holder
may  consider this Note immediately due or payable, without presentment, demand,
protest  or  notice  of  any  kind,  all of which are expressly waived, anything
herein  or  in  any  note  or  other  instruments  contained  to  the  contrary
notwithstanding, and the Holder may immediately demand without expiration of any
period  of  grace,  enforce  any  and  all  of  the Holder's rights and remedies
provided herein or any other rights or remedies afforded by law.  In such event,
the  Holder  shall  have the right (but not the obligation) to demand in writing
that  this  Note  be redeemed by the Company within five (5) business days after
such  Default  has  occurred.

<PAGE>

6.     The  Company  covenants  that  until all amounts due under this Note have
been  paid  in full, unless the Holder or subsequent Holder waives compliance in
writing, the Company shall:

(a)  give  prompt written notice to the Holder of any Event of Default or of any
     other  matter  which  has  resulted  in, or could reasonably be expected to
     result  in  a  materially  adverse  change  in  its  financial condition or
     operations;

(b)  give  prompt notice to the Holder of any claim, action or proceeding which,
     in  the  event  of  any  unfavorable  outcome, would or could reasonably be
     expected  to have Material Adverse Effect on the financial condition of the
     Company;  and

(c)  Upon  receipt  by  the  Company  of  evidence  from  the  Holder reasonably
     satisfactory  to  the Company of the loss, theft, destruction or mutilation
     of  this  Note,

          (i)  in  the  case  of  loss,  theft or destruction, upon provision of
               indemnity  reasonably  satisfactory  to  it  and/or  its transfer
               agent,  or

          (ii) in  the  case  of  mutilation, upon surrender and cancellation of
               this  Note,  then  the  Company  at  its expense will execute and
               deliver  to  the  Holder  a new Note, dated the date of the lost,
               stolen,  destroyed  or  mutilated  Note,  and  evidencing  the
               outstanding  and  unpaid  principal  amount  of the lost, stolen,
               destroyed  or  mutilated  Note.

     7.     In  the  case  any  provision  of  this  Note  is held by a court of
competent  jurisdiction  to  be  excessive  in  scope  or  otherwise  invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so  that  its  enforceable  to the maximum extent possible, and the validity and
enforce  ability of the remaining provisions of this Note will not in any way be
affected  impaired  thereby.

     8.     This  Note shall be governed by and construed in accordance with the
internal  laws  of  the  State  of  California.

    IN  WITNESS  WHEREOF,  the  Company  has  caused  this instrument to be duly
executed  by  an  officer  hereunto  duly  authorized.

Dated:    June 30,  2002
      ---------------

SEALIFE  MARINE  PRODUCTS,  INC.

By:  /s/ Robert McCaslin
    -----------------------------
      President
By:  /s/ John Vilagi
    -----------------------------
       Secretary




<PAGE>

Exhibit 99.1

                                CERTIFICATION OF
               CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF TEHE SARBANES-OXLEY ACT OF 2002


I,  Robert  A. McCaslin, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of the Sarbanes-Oxley Act of 2002 that the Quarterly
Report  of  Sealife  Corporation  on  Form 10-QSB for the quarterly period ended
February 28,2003 fully complies with the requirements of Section 13(a) or 15(d)
of  the  Securities  Exchange Act of 1934 and that information contained in such
Form 10-QSB fairly presents in all material respects the financial condition and
results  of  operations  of  Sealife  Corporation.



                                        By:/s/ Robert A. McCaslin
                                        -------------------------
                                        Name: Robert A. McCaslin
                                        Title: President
                                        April 18,2003


I,  John  W.  Vilagi  ,  certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of the Sarbanes-Oxley Act of 2002 that the Quarterly
Report  of  Sealife  Corporation  on  Form 10-QSB for the quarterly period ended
February 28,2003 fully complies with the requirements of Section 13(a) or 15(d)
of  the  Securities  Exchange Act of 1934 and that information contained in such
Form 10-QSB fairly presents in all material respects the financial condition and
results  of  operations  of  Sealife  Corporation.



                                        By:/s/ John W. Vilagi
                                        ---------------------
                                        Name:  John W. Vilagi
                                        Title: Chief Financial Officer
April 18,2003

<PAGE>