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

                                   FORM 10-KSB

(Mark One)
[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934
       For the fiscal year ended December 31, 2006

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934
       For the transition period from               to
                                      --------------   --------------

                         Commission file number: 0-29781

                                  SEAENA, INC.
                 (Name of small business issuer in its charter)

                  NEVADA                            80-0104557
     (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)            Identification No.)

               1181 GRIER DRIVE, SUITE B, LAS VEGAS, NEVADA 89119
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (702) 740-4616

       Securities registered under Section 12(b) of the Exchange Act: NONE

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

                         COMMON STOCK, $0.001 PAR VALUE
                                (Title of class)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ?

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State issuer's revenues for its most recent fiscal year:  $4,272,495

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: $629,286 AS OF MARCH 23, 2007

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable DATE: 8,023,708 AS OF MARCH 23, 2007

Transitional Small Business Disclosure Format (Check one):  Yes    ; No  X
                                                               ----    ----


<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT

         We were originally incorporated in the state of Florida on August 22,
1989 under the name First Zurich Investments, Inc. On October 4, 2002, we
acquired all of the outstanding common stock of Crystalix USA Group, Inc. in
exchange for 23,300,000 shares of our common stock and an exclusive technology
license from Crystalix Technology, Inc. in exchange for 7,000,000 shares of our
Class A preferred stock. We changed our name to Crystalix Group International,
Inc. on November 22, 2002 and changed our domicile to Nevada on November 26,
2002.

         On December 23, 2002, we acquired all of the outstanding common stock
of Lazer-Tek Designs, Inc. and Lazer-Tek Designs, Ltd. (collectively
"Lazer-Tek") in exchange for 1,250,000 shares of our common stock valued at
$1,125,000 and an acquisition consulting fee obligation of $400,000. In
addition, we loaned $1,000,000 to Lazer-Tek to repay existing debt, which is
carried as an intercompany receivable from Lazer-Tek and eliminated in the
financial statement consolidation. We also entered into a promissory note for
$852,680. Lazer-Tek was acquired for several strategic marketing and operation
reasons. With a wide base of corporate awards and gift clients to collegiate
giftware and traditional advertising specialty groups, and with a collection of
valuable engineered art pieces, Lazer-Tek was poised for market penetration with
the added collectibles provided by Crystalix USA. Additionally, our management
realized that with our advanced software and laser technologies, we could
improve both production time and quality at Lazer-Tek, thereby enhancing the
overall operations of Lazer-Tek.

         In August 2005, we purchased 51% of Laser Designs International, LLC a
California limited liability company (LDI). LDI is the owner of a patent for sub
surfacing laser decorative imaging, and also has exclusive rights to the license
for the color technology. We believe owning controlling interest in the patented
process used in sub surface laser etching, will secure our rights to the process
in the future.

         As of March 31, 2006, we completed the Asset Purchase Agreement with
U.C. Laser Ltd., entered into on December 29, 2005 but to be effective January
1, 2006, in which we agreed to purchase all of the assets of U.C. Laser used in
connection with the manufacturing, distribution and marketing of its decorative
images and products. The assets acquired include U.C. Laser's subsidiaries, U.C.
Laser, Inc. and CIC Laser Technologies Ltd., as well as U.C. Laser's worldwide,
exclusive license to use the colored glass technology owned by Laser Glass Ltd.
There was no relationship, other than in respect of this transaction, between
U.C. Laser and us or any of our affiliates.

         In consideration for the purchased assets, we assumed the liabilities
arising from or related to the purchased assets in the approximate amount of
$4,924,000, and issued 2,276,795 shares of Class B Preferred Stock. These shares
of Class B Preferred Stock collectively have voting rights equal to 45% of all
voting rights of all of our capital stock outstanding immediately after the
closing, determined on a fully diluted basis. Each share of Class B Preferred
Stock is convertible into 2.857 shares of common stock so that collectively, the
Class B Preferred Shares issued to U.C. Laser are convertible into 6,505,129
shares of our common stock, which, immediately after such conversion, represent
45% of all shares of our capital stock then outstanding on a fully diluted
basis.

         We changed our name to Seaena, Inc. and implemented a 1-for-35 reverse
stock split effective March 31, 2006.

OUR PRODUCTS

         Our principal products are two-dimensional Photo Crystals (TM),
three-dimensional customized engraved products for the corporate and retail
market place, as well as the laser subsurface engraving equipment. We, through
our wholly-owned subsidiary, Lazer-Tek Designs, are licensed under the patent
governing subsurface decorative laser marking in crystal, glass, and other clear
materials to produce and sell these products in the U.S. corporate market and
retail market. Further, we are the only company that has been granted by LDI the
right to sell machinery and sublicense independent operators.


                                       2
<PAGE>

         The sub surface engraving process involves the use of high tech lasers
and equipment configured together by a standard desktop personal computer, using
proprietary software and a Windows operating system with a process that converts
files into machine-readable format from various design software. The images from
the digital camera, a customer's digital image, or a hard copy of a photograph
are scanned into the desktop computer and design software or the images can be
received directly via email. Graphically designed custom three-dimensional
images can also be created by design software. The two-dimensional or
three-dimensional digitally formatted image will be converted and sub surface
laser engraved into the center of the glass by the laser. The images are
converted from their design format into a laser machine readable form with the
use of proprietary software. The conversion processes the image at several
angles to create a three-dimensional or two-dimensional digital model of the
image and plots the points where the laser will be directed to laser the image
in the glass. The software generally completes the conversion process in 15 to
60 seconds. The glass piece is then placed into the laser chamber for engraving.
The engraving process generally takes a few minutes or less, depending on the
size of the image to be engraved, the degree of detail in the image, and whether
titles, names, or other materials are to be added with the images.

         The image can be engraved into glass blocks or other opaque objects of
different sizes and shapes. The suggested retail price of the sub surface etched
pieces ranges from $6.99 to $400 and higher depending on the size of the glass
piece and detail of the image to be engraved, with a typical glass piece
retailing for $20 to $150. Engraved glass pieces for corporate customers carry
suggested retail prices from $10 to as much as several thousands of dollars.
Limited color choices are also now available with the new technology. We also
offer a variety of accessories and light bases on which to display the engraved
glass blocks.

PRODUCT LINES

         There are numerous applications for our engraving system.  We are
currently focusing on the following product lines:
             o   two-dimensional photo replication (Photo Crystals (TM));
             o   corporate/award items;
             o   sub-surface color images;
             o   giftware;
             o   three-dimensional facial images;
             o   two and three-dimensional custom images;
             o   licensed images and logos;
             o   tabletop items;
             o   gallery pieces; and
             o   retail equipment.

DISTRIBUTION

         We sell our products to:
             o   corporate distributors;
             o   corporations directly;
             o   to mass marketing organizations, such as QVC;
             o   through retail kiosks owned by our independent operators;
             o   through college catalogs and bookstores;
             o   through photo distributors and retail outlets; and
             o   through the Internet.

         PHOTO INDUSTRY. As of December 2006, we are producing our
two-dimensional portrait products for a several different customers including
national drug stores and portrait studios placing our Crystal portrait in over
2,500 stores. In addition we have online customers and single location studios
ordering the portrait product. Entering 2007, we are in negotiations with the
largest photo product online distributors. This represents a growing percentage
of photo developing the ancillary products produced from photos. We have signed
an agreement with one of these and expect to start receiving orders by the
second quarter of this year with the online integration process currently in


                                       3
<PAGE>

testing status. There is considerable interest in the two-dimensional portrait
product and demand from retailers and online photo distributors. The digital
camera has changed the photo finishing market. Since fewer photos are being
printed, it is necessary for the photo finishers to offer ancillary products to
make up for lost revenue. We are focused on building strategic relationships in
this industry and will aggressively continue to seek market share. We believe
our unique software platform allows companies to send the photography and image
data via the Internet, thus providing photographers of any size the ability to
offer our product with little or no additional overhead. All that is needed to
put an subsurface an image inside glass is an image from original photo or a
digital camera. The proprietary software then changes the image so that the
lasers can engrave the replica image.

         CORPORATE SALES. With the acquisition of Crystal Impressions and
Lazer-Tek and the presence of Seaena at the promotional product trade shows and
the building of an independent sales representative network, corporate
application of our laser engraved products for awards, gifts, promotions and
presentation has been growing steadily at 15-20% annually.

         INDEPENDENT REPRESENTATIVES. We are building our corporate sales staff
with predominately an external and independent representative structure.
Selected and qualified representatives are chosen both based on desired
qualities and geographically. The representatives are trained on the process and
the marketing strategies for our product and compensated on a commission basis.
Their customer base is in both the promotional product industry and to
corporations directly.

         INFINITY BUYING CLUBS. We have been aggressively pursuing mass
marketing organizations such as NASCAR, the National Basketball Association, and
Major League Baseball, and have sold products to these organizations or teams
within these organizations. With wholesale and retail ability available in these
venues, we will explore large sales opportunities for our entire market lines.

         RETAIL KIOSKS. The kiosks typically occupy no more than 120 square feet
and can be operated by only one or two employees. As of December 31, 2006, the
following kiosks were in operation by our independent operators:

<TABLE>
<CAPTION>
        --------------------------------------------------------------------------------------------------
        DATE OPENED                   LOCATION
        --------------------------------------------------------------------------------------------------
<S>                                   <C>
        March 2002                    DFS Galleria - Honolulu, Hawaii
        --------------------------------------------------------------------------------------------------
        May 2002                      First Street Station - Rehoboth Beach, Delaware
        --------------------------------------------------------------------------------------------------
        November 2002                 Disney Arribas - Orlando, Florida
        --------------------------------------------------------------------------------------------------
        December 2002                 Beach Towers - Atlantis Paradise Island Resort, Nassau, Bahamas
        --------------------------------------------------------------------------------------------------
        April 2003                    Village Shops - Gatlinburg, Tennessee
        --------------------------------------------------------------------------------------------------
        January 2005                  Tropicana Hotel/Casino, Atlantic City, New Jersey
        --------------------------------------------------------------------------------------------------
        May 2006                      Eastland Center, Harper Woods, Michigan
        --------------------------------------------------------------------------------------------------
</TABLE>

         INDEPENDENT OPERATORS. Through our software license, we grant our
independent operators an exclusive right to an assigned location to operate our
laser engraving system during a specified term and any extensions thereof We
also make available to our independent operators glass blanks, light bases,
collection images, and related products from a pre-approved vendor or us to
assure quality.

         COLLEGE CATALOGS AND BOOKSTORES. We manufacture certain licensed
articles under the line name of "Collegiate Crystal". The line consists of laser
reproductions of collegiate logos, mascots, buildings, and landmarks inside of
high-quality glass cubes pursuant to orders from our collegiate distributor,
Jardine Associates. We are currently introducing a new line of collegiate
products to the bookstores and colleges and are anticipated a growth in sales
with our increased marketing efforts.

LASER EQUIPMENT

         Our laser systems consist of components purchased from outside vendors.
We then configure these components with proprietary software and make necessary
adjustments to laser, mirrors, and electrical and computerized components as
required. When the laser system is properly configured, we enclose the
components with a customized casing and perform quality control tests on the
system prior to release.


                                       4
<PAGE>

REVENUE COMPONENTS

         Our revenues are derived from sales of various laser sub surface etched
glass products and the laser etching system machinery. In 2006, product sales
were predominantly of laser etched products. We expect the machinery to become a
much more significant portion of revenue as we continue discussions with
independent operators interested in multiple machine purchases. Total glass
product sales will also increase as we increase our existing customer base and
sales staff. We anticipate a large growth in the two-dimensional market during
2007 and have targeted and begun discussions with several major retailers and
photo market consolidators and online photo distributors.

SUPPLIERS

         We have secured suppliers in China for our glass blocks, which are
lead-free and arsenic-free. We believe that there are a limited number of
suppliers of glass that can meet our needs. We have identified two potential
suppliers in the United States, have two other Chinese suppliers with our
Chinese facility, and are negotiating with others. The glass that we use has the
following characteristics:

    o    High transmittance and refraction of light throughout the visible and
         near infrared spectra;
    o    Extremely low bubble and inclusion content;
    o    Requires no special handling and has stable chemical properties;
    o    Capable of being precision-engraved using available laser technology;
         and
    o    Environmentally acceptable due to absence of lead and arsenic.

INTELLECTUAL PROPERTY

         PATENTS; LICENSES; ROYALTY AGREEMENTS. Our laser engraving system is
derived in large part from patents held by others. LDI had exclusive license
rights to a family of patents that govern subsurface decorative laser marking in
crystal, glass, and other clear materials. These patents were first filed in
1991 and have been issued in the US and almost every part of the world. LDI
purchased the actual patents in February 2003, as opposed to having had only the
exclusive rights to those patents previously. In addition, LDI has another US
patent, which improves on the original claims and more specifically applies them
to the use of the process for manufacture of decorative crystal and glass
giftware. These patents cover both the process of manufacturing laser-etched
crystal giftware, as well as the manufacturing machine and finished giftware
products themselves.

         In 1995, LDI issued a license for these patent rights and the
underlying technology to Janesville Group, Ltd. of Janesville, Wisconsin, which
is now a part of Norwood Promotional Products, Inc. ("Norwood"), based in
Austin, Texas. That license granted certain exclusive rights for manufacture of
corporate giftware in North and South America. Norwood markets 20 product lines
with over 6,000 products through promotional product distributors, and is
believed to be the world's largest supplier of promotional products.

         In February 1999, LDI and the Janesville Group, Ltd. granted Lazer-Tek
a non-exclusive license for the manufacture and sale of decorative products for
the specialty advertising, premium, and retail markets in the US, Canada,
Mexico, the United Kingdom, Central America, South America, and the Caribbean.
Lazer-Tek paid a royalty of 17% of net sales for annual sales of up to $500,000
and 20% of net sales for annual sales of $500,000 or more. This obligation was
contracted to continue until April 27, 2010.

         In October 2001, LDI granted Crystalix USA a non-exclusive
non-transferable license to use this technology for the manufacture and sale of
decorative products in the giftware market segments, the wearable jewelry and
gemstone material market segments, and the flat glass and architectural glass
market segments. LDI also granted us a non-exclusive non-transferable license to
manufacture, use, sell and lease laser subsurface engraving machines to LDI
subsurface engraving licensees. These licenses granted by LDI were subject to
the limitation that our activities cannot conflict with the exclusive rights
granted to the Janesville Group unless the Janesville Group expressly agrees in
writing to allow the activity. We paid LDI $25,000 for the license and were
obligated to pay LDI a royalty of 10% of the net sales for decorative products
sold to all market segments except the flat glass and architectural glass market
segments. For those sales, the royalty rate was 3% of net sales. The obligation
to pay royalties was to continue until April 27, 2010 or termination of the
license agreement. By letter


                                       5
<PAGE>

dated January 1, 2002, LDI agreed that our royalty obligations would be no
higher than $3.00 per block, recognizing that our business included facial
marking and three-dimensional imaging improvements that were outside of the
patents licensed to us.

         Effective October 1, 2003, we entered into an amended and restated
patent license agreement with LDI and Norwood, which superseded the February
1999 and October 2001 agreements described above. We now have a non-exclusive,
non-transferable, royalty-bearing sub-license from LDI to make, use, offer for
sale, and sell decorative products using the technology other than in the United
States for a royalty of $3.00 per image. Norwood granted us a non-exclusive,
non-transferable (other than reseller licenses to permitted resellers),
revocable and royalty-bearing sub-license for the United States in the retail
market segment. Norwood also granted Lazer-Tek a non-exclusive, non-transferable
(other than reseller licenses to permitted resellers), revocable and
royalty-bearing sub-license for the United States in the corporate market
segment. All applications for a permitted reseller license must be approved by
Norwood. We are required to pay Norwood royalty payments based on a percentage
of 10% of net sales in the United States in the retail market and corporate
market segments on a quarterly basis.

         During 2005, we negotiated with LDI to purchase its 51% of LDI and its
patents. The patents are an integral part of our business and will continue to
be so through the duration of the patents, which is August 15, 2011.

         Lazer-Tek has an interest in US Patent No. 6,087,617 - computer
graphics system for generating an image reproducible inside optically
transparent material. Lazer-Tek has full rights to and possession of the patent,
which is co-owned with Igor Troitski. The patent expires May 7, 2016.

         With the acquisition of U.C. Laser, we also received the exclusive
license for the innovative sub surface laser color technology.

         TRADEMARK AND TRADE NAME. Lazer-Tek has the following federally
registered trademarks, which are effective for ten years from the date of
registration:
             o   For "LTD" - No. 2,021,941 registered December 10, 1996
             o   For "Collegiate Crystal" - No. 2,504,803 registered November 6,
                 2001
             o   For "Photocrystals" - No. 2,787,498 registered November 25,
                 2003

COMPETITION

         We compete generally with many other manufacturers and retailers in the
giftware industry and specifically with those who offer personalized and
engraved products. With regard to manufacturers of laser subsurface engraved
optic glass items, we are aware of other competitors in the United States, but
only a few that comply with the patents described above. Many of our competitors
have not obtained licenses to use the patent rights and many are currently in
court ordered mediation with the patent owner regarding alleged infringements.
As described above, we, through our wholly-owned subsidiary, Lazer-Tek Designs,
are licensed under the patent governing subsurface decorative laser marking in
crystal, glass, and other clear materials to produce and sell these products in
the U.S. corporate market. Further, we are the only licensed company that sells
laser subsurface engraving equipment and that has the right with LDI approval to
sublicense purchasers of this equipment.

         There are several companies that offer laser subsurface engraved glass
products for sale to the public. However, many only offer decorative glass
pieces that are already engraved, as opposed to offering custom-engraved
products. We believe that we compete favorably, due to the breadth of our
product lines, our experienced graphic design artists and our methods of
distribution.

         We believe that we compete on the basis of
            o   Image quality, definition and accuracy;
            o   Crystal and glass quality;
            o   Crystal and glass selection;
            o   Production/turnaround times;
            o   Creativity with respect to the art image and glass shape; and
            o   Production capacity.


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<PAGE>

RESEARCH AND DEVELOPMENT

         During the fiscal years ended December 31, 2006 and 2005, we did not
spend any amounts on research and development activities. We are concentrating
efforts on finding the best equipment already developed by manufacturers
currently producing the desired and needed components. We work with many of
these manufacturers to produce their specific product to our specifications.

GOVERNMENT REGULATION AND COMPLIANCE WITH ENVIRONMENTAL LAWS

         Our independent operators and we are subject to the type of government
regulation typically associated with the operation of retail locations. These
regulations pertain to the safe operation of the retail space, wages and working
conditions for employees, and the proper collection of various taxes. We do not
believe that compliance with these regulations presents any unusual hardship or
cost.

         Compliance with environmental laws generally does not affect our
business.

EMPLOYEES

         As of December 31, 2006, we employed a total of 68 persons, of which 64
were full-time. None of our employees is covered by a collective bargaining
agreement.

RISK FACTORS

         Due to the nature of our business and the present stage of development
of our business, the following risk factors apply to our operations:

DUE TO OUR OPERATING LOSSES, ACCUMULATED DEFICIT, AND WORKING CAPITAL
DEFICIENCY, THE REPORT OF OUR AUDITOR CONTAINS A PARAGRAPH EXPRESSING
SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

         To date, we have not had profitable operations. We expect to continue
to incur additional losses for the current year. We generated a net loss of
$9,875,464 for the year ended December 31, 2006, used cash for operating
activities of $2,204,745 for the year ended December 31, 2006, and at December
31, 2006, had an accumulated deficit of $31,612,052. These conditions raise
substantial doubt about our ability to continue as a going concern. In order to
become profitable and sustain profitability, we will need to generate
significant revenues to offset our cost of revenues and general and
administrative expenses. We may never be able to achieve or sustain our revenue
or profit goals.

WE HAVE A WORKING CAPITAL DEFICIENCY AND INSUFFICIENT CASH.

         At December 31, 2006, we had cash of $113,877 and a working capital
deficiency of $2,785,386. Accordingly, we are dependent upon external financing
such as an offering of debt and/or equity securities or borrowing to continue
operations. We estimate that we will require external financing of at least
$500,000 during the second quarter of 2007 to purchase raw materials and pay
operating expenses. If we can obtain this funding, we believe we will be able to
increase our revenues sufficiently to sustain and grow our operations for the
remainder of the fiscal year. If we cannot obtain at least $500,000 within the
next month, our cash needs will grow beyond our ability to sustain operations.

OUR CURRENT GROWTH STRATEGY IS DEPENDENT UPON OUR ABILITY TO GROW THE
TWO-DIMENSIONAL PHOTO MARKET AND TO SELL TO CORPORATE ACCOUNTS.

         Our growth is dependent on the development of the two-dimensional
portrait photo industry. To be successful, we must continue to contract with
national studio chains to carry our two-dimensional portrait products. We must
also be able to grow our production facility to meet increased demand.


                                       7
<PAGE>

         Our growth is also dependent upon increasing sales to corporate
accounts. To be successful in this effort, we must be able to compete with other
products in the image promotion industry.

         Our growth is also dependent upon our ability to obtain larger
independent operators throughout the United States and in selected locations
around the world to purchase multiple laser machinery units for retail
operations. To be successful, we need to be able to identify suitable partners,
provide them with adequate training, and manage competently the infrastructure
to support their efforts.

SINCE WE OPERATE IN THE GIFTWARE INDUSTRY, WE ARE AFFECTED BY ECONOMIC
CONDITIONS AND CONSUMER TRENDS.

         Since we manufacture and market items that would be considered
giftware, our success will depend upon a number of factors relating to consumer
spending, including future economic conditions affecting disposable consumer
income, such as employment, business conditions, interest rates, and taxation.
If existing economic conditions deteriorate, consumer spending may decline,
thereby adversely affecting our business and results of operations.

         We must be able to anticipate and respond to changing merchandise
trends and consumer demands in a timely manner. If we should miscalculate
consumers' purchasing habits and tastes, we will not be able to compete against
other gift products.

WE FACE COMPETITION FROM EXISTING AND POTENTIAL COMPETITORS.

         We face competition in the glass subsurface engraving industry, as well
as competition from others offering business opportunities. To compete, we may
be forced to offer lower prices and narrow our marketing focus, resulting in
reduced revenues, if any. Additionally, we need to continue to pursue
enforcement of the United States patent for the subsurface laser engraving
process against the majority of our competition, which does not have license to
use the patented process.

OUR SUCCESS AND ABILITY TO COMPETE DEPENDS UPON OUR ABILITY TO SECURE AND
PROTECT PATENTED AND PROPRIETARY TECHNOLOGY.

         Our success depends on our ability to protect proprietary technology.
In the event that a third party misappropriates or infringes on our intellectual
property, our business could be seriously harmed. Third parties may
independently discover or invent competing technologies or reverse engineer
software. We expect that if we should successfully market equipment and licenses
to use the software, competitors may attempt to duplicate our technology. Even
if we were to obtain copyright protection on the software, we would still have
to enforce our rights against those who might attempt to infringe on
intellectual property. Such enforcement efforts are likely to be expensive and
time-consuming.

THE LOSS OF OUR OFFICERS AND DIRECTORS OR OUR FAILURE TO ATTRACT AND RETAIN
ADDITIONAL PERSONNEL COULD ADVERSELY AFFECT OUR BUSINESS.

         Our success depends largely upon the efforts, abilities, and
decision-making of our executive officers and directors. Although we believe
that we maintain a core group sufficient for us to effectively conduct our
operations, the loss of any of our key personnel could, to varying degrees, have
an adverse effect on our operations and system development. We do not currently
maintain "key-man" life insurance on any of our executives or directors, and
there is no contract in place assuring their services for any length of time.
The loss of any one of them would have a material adverse affect on us. There
can be no assurance that the services of any member of our management will
remain available to us for any period of time, or that we will be able to enter
into employment contracts with any of our management, or that any of our plans
to reduce dependency upon key personnel will be successfully implemented.

         The knowledge and expertise of our officers and directors are critical
to our operations. There is no guarantee that we will be able to retain our
current officers and directors, or be able to hire suitable replacements in the
event that some or all of our current management leave our company. In the event
that we should lose key


                                       8
<PAGE>

members of our staff, or if we are unable to find suitable replacements, we may
not be able to maintain our business and might have to cease operations, in
which case an investment in our stock could be lost.

DUE TO THE LIMITED PUBLIC MARKET FOR OUR COMMON STOCK, INVESTORS MAY EXPERIENCE
A DECLINE IN THE SHARE PRICE OR HAVE DIFFICULTY IN SELLING THEIR SHARES.

         While our common stock trades on the OTC Bulletin Board, the market has
been limited and volatile at times. We cannot make any assurances that the
public market for our common stock will continue to develop. If an active market
for our common stock does not develop, the liquidity of an investment in our
common stock may be limited, and the price of our common stock may decline below
what was paid for it.

A LIMITED NUMBER OF STOCKHOLDERS WILL COLLECTIVELY CONTINUE TO OWN A MAJORITY OF
OUR COMMON STOCK AND MAY ACT, OR PREVENT CERTAIN TYPES OF CORPORATE ACTIONS, TO
THE DETRIMENT OF OTHER STOCKHOLDERS.

         As of March 23, 2007, our directors and officers own more than 63% of
our outstanding common stock. Accordingly, these stockholders may, if they act
together, exercise significant influence over all matters requiring stockholder
approval, including the election of a majority of the directors and the
determination of significant corporate actions. This concentration could also
have the effect of delaying or preventing a change in control that could
otherwise be beneficial to our stockholders.

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION THAT MAY AFFECT THE
LIQUIDITY FOR OUR COMMON STOCK.

         Our common stock is subject to regulations of the Securities and
Exchange Commission relating to the market for penny stocks. These regulations
generally require that a disclosure schedule explaining the penny stock market
and the risks associated therewith be delivered to purchasers of penny stocks
and impose various sales practice requirements on broker-dealers who sell penny
stocks to persons other than established customers and accredited investors. The
regulations applicable to penny stocks may severely affect the market liquidity
for our common stock and could limit the ability to sell our securities in the
secondary market.

FUTURE EQUITY TRANSACTIONS, INCLUDING EXERCISE OF OPTIONS OR WARRANTS, COULD
RESULT IN DILUTION.

         From time to time, we sell restricted stock, warrants, and convertible
debt to investors in private placements. Because the stock is restricted, the
stock is sold at a greater discount to market prices compared to a public stock
offering, and the exercise price of the warrants sometimes is at or even lower
than market prices. These transactions cause dilution to existing stockholders.
Also, from time to time, options are issued to officers, directors, or
employees, with exercise prices equal to market. Exercise of in-the-money
options and warrants will result in dilution to existing stockholders. The
amount of dilution will depend on the spread between the market and exercise
price, and the number of shares involved.

TRADING IN OUR COMMON STOCK ON THE OTC BULLETIN BOARD MAY BE LIMITED THEREBY
MAKING IT MORE DIFFICULT FOR INVESTORS TO RESELL THEIR SHARES OF OUR COMMON
STOCK.

         Our common stock trades on the OTC Bulletin Board. The OTC Bulletin
Board is not an exchange and, because trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on an
exchange or NASDAQ, investors may have difficulty reselling any of their shares
of our common stock.


ITEM 2.  DESCRIPTION OF PROPERTY.

         Our principal offices and production facilities are located at 1181
Grier Drive, Suite B, Las Vegas, Nevada 89119. We lease approximately 16,000
square feet. We moved to a larger facility in June 2005 with reduced cost per
square foot and are currently inquiring regarding the availability of more
warehouse space in our current location.

         With our China facility we acquired in 2006 in the U.C. Laser
transaction, we also lease a production factory in Shanghai which measures
approximately 10,900 square feet.  We also lease additional office

                                       9
<PAGE>
space in Shanghai for the sales, customer service and administrative departments
in Shanghai, which are networked with the Las Vegas office.  This space measures
approximately 1,400 square feet.  The production plant is located in an
industrial area with the office facility a few miles away in a newer business
section of Shanghai.

ITEM 3.  LEGAL PROCEEDINGS.

         We are not a party to any pending legal proceedings, other than routine
litigation deemed incidental to our business.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.





















                                       10

<PAGE>
                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
         BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

         Our common stock has been trading on the over-the-counter bulletin
board ("OTCBB") since March 2000. The common stock traded under the symbol
"ABIL" from March 2000 to December 9, 2002, and under the symbol "CYXG" from
December 9, 2002 to March 30, 2006. Since March 31, 2006, it has traded under
the symbol "SEAI." The following table sets forth the range of high and low bid
quotations for each fiscal quarter for the last two fiscal years. These
quotations reflect inter-dealer prices without retail mark-up, mark-down, or
commissions and may not necessarily represent actual transactions. Quotation
information for 2005 has been adjusted for the 1-for-35 reverse stock split
effected

         FISCAL QUARTER ENDING                         HIGH BID       LOW BID

         March 31, 2005...........................      $ 4.20        $  2.45
         June 30, 2005............................      $ 2.45        $  1.05
         September 30, 2005.......................      $ 1.75        $  0.35
         December 31, 2005........................      $ 2.45        $  0.35

         March 31, 2006...........................      $ 1.925       $  0.00
         June 30, 2006............................      $ 0.51        $  0.10
         September 30, 2006.......................      $ 4.00        $  0.35
         December 31, 2006 .......................      $ 0.70        $  0.30

         On March 23, 2007, the closing bid price for the common stock on the
OTC Bulletin Board was $0.40.

HOLDERS

         As of March 23, 2007, there were approximately 250 record holders of
our common stock.

DIVIDENDS

         We have not paid any dividends on any of our shares. We have no present
intention of paying dividends on any of our shares, as we anticipate that all
available funds will be invested to finance the growth of our business.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

GENERAL

         The following discussion and analysis should be read in conjunction
with our consolidated financial statements and related footnotes for the year
ended December 31, 2006 included elsewhere in this Form 10-KSB. The discussion
of results, causes and trends should not be construed to imply any conclusion
that such results or trends will necessarily continue in the future.

OVERVIEW

         Effective October 4, 2002, an arrangement was completed between the
company, then known as Americabilia.com, Inc. and Crystalix USA Group, Inc., a
Nevada corporation, whereby the shareholders of Crystalix USA exchanged all of
their common shares for 23,300,000 shares of Americabilia common stock. At the
same time, we issued 7,000,000 shares of Americabilia Class A preferred stock to
acquire a technology license from Crystalix Technology, Inc.


                                       11
<PAGE>

         Immediately following the acquisition, the former shareholders of
Crystalix USA held approximately 77.6% of Americabilia's total issued and
outstanding common shares. Crystalix USA was thereby deemed to be the acquiror
and surviving company for accounting purposes. Accordingly, the transaction has
been accounted for as a reverse acquisition using the purchase method whereby
the assets and liabilities of Americabilia have been recorded at their fair
market values and operating results have been included in the company's
financial statements from the effective date of purchase. The net assets of
Crystalix USA are included in the balance sheet at their historical book values
and its results of operations have been presented for the comparative prior
period.

         On December 23, 2002, we acquired Lazer-Tek for 1,250,000 shares of our
common stock valued at $1,125,000 and an acquisition consulting fee obligation
of $400,000. This acquisition has been accounted for using the purchase method.
The purchase price was allocated to the assets purchased and liabilities assumed
based upon their estimated fair values as determined by management, upon
reliance on an independent valuation report, on the date of acquisition, which
approximated $3.2 million. The excess of fair value of the acquired net assets
over the cost has been allocated as a pro rata reduction of all the acquired
assets, excluding financial assets, assets to be disposed of by sale, deferred
tax assets, pension or other post-retirement benefit plans, and any other
current assets.

         On August 17, 2005, we purchased a 51% interest in LDI for $708,000.
The payment terms were $75,000 deposit paid prior to August 17, 2005, $250,000
at closing, and $76,600 on each of the following dates: December 31, 2005, April
30, 2006, August 31, 2006, December 31, 2006, and April 8, 2007. In addition, we
paid $150,000 to Norwood Operating Company, LLC in connection with this purchase
agreement. A portion of the purchase price was funded by the convertible note
from the UAJC 2005 Irrevocable Trust. The acquisition was accounted for using
the purchase method of accounting. The purchase price of $858,000 was allocated
to the fair value of the assets and liabilities, which result in the recording
of a patent of $848,961. LDI is the owner of a patent for sub surfacing laser
decorative imaging, and also has exclusive rights to the license for the color
technology.

         As of March 31, 2006, we completed the Asset Purchase Agreement with
U.C. Laser Ltd., entered into on December 29, 2005 but to be effective January
1, 2006, in which we agreed to purchase all of the assets of U.C. Laser used in
connection with the manufacturing, distribution and marketing of its decorative
images and products. The assets acquired include U.C. Laser's subsidiaries, U.C.
Laser, Inc. and CIC Laser Technologies Ltd., as well as U.C. Laser's worldwide,
exclusive license to use the colored glass technology owned by Laser Glass Ltd.
There was no relationship, other than in respect of this transaction, between
U.C. Laser and us or any of our affiliates.

         In consideration for the purchased assets, we assumed the liabilities
arising from or related to the purchased assets in the approximate amount of
$4,924,000, and issued 2,276,795 shares of Class B Preferred Stock. These shares
of Class B Preferred Stock collectively have voting rights equal to 45% of all
voting rights of all of our capital stock outstanding immediately after the
closing, determined on a fully diluted basis. Each share of Class B Preferred
Stock is convertible into 2.857 shares of common stock so that collectively, the
Class B Preferred Shares issued to U.C. Laser are convertible into 6,505,129
shares of our common stock, which, immediately after such conversion, represent
45% of all shares of our capital stock then outstanding on a fully diluted
basis.

GOING CONCERN

         The accompanying consolidated financial statements have been prepared
in conformity with accounting principles generally accepted in the United States
of America, which contemplate continuation of us as a going concern. We incurred
a net loss for the year ended December 31, 2006 of $9,875,464, used cash for
operating activities of $2,204,745 for the year ended December 31, 2006, and at
December 31, 2006 had an accumulated deficit of $31,612,052 and a working
capital deficit of $2,785,386. These conditions raise substantial doubt as to
our ability to continue as a going concern. These consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. These consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts, or amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

         We have taken the following steps that we believe will be sufficient to
provide us with the ability to continue in existence. On August 17, 2005, we
purchased a 51% interest in LDI, which is the owner of a patent for sub
surfacing laser decorative imaging, providing us exclusive rights to the license
for the color technology. In

                                       12
<PAGE>


addition, on March 31, 2006, we completed an Asset Purchase Agreement with U.C.
Laser, Ltd. of Israel (DBA Crystal Impressions) effective January 1, 2006. We
purchased all of U.C. Laser's assets used in conjunction with the marketing,
manufacturing, and distribution of its decorative sub surface laser art
products. The assets acquired include U.C. Laser's subsidiaries, Crystal
Impressions and CIC Laser Technologies of Shanghai, China, as well as U.C.
Laser's worldwide exclusive license for its innovative sub surface laser color
technology. Our management believes that the merger of our company with U.C.
Laser will enable us to continue as a going concern. While incorporating the
strengths and expertise of both Seaena and Crystal Impressions and newly created
economies of scale, we believe that the management team will be able to achieve
profitable operations, but there can be no assurance that we will be able to
raise sufficient capital and generate positive cash flows from operations
sufficient to sustain operations. We are currently negotiating with the former
shareholders of U.C. Laser to repurchase their shares and seeking to shutdown
the unprofitable operations of U.C. Laser. Our discussion in "Plan of Operation"
below details additional sales strategies to sustain operations.

         During the year ended December 31, 2006, we increased our revenue and
increased our gross profit while holding most other costs flat while upgrading
our equipment and completing the build up of the Shanghai facility. We have
eliminated non-critical personnel and expenditures, reduced travel and
renegotiated leases, debt and prices while building a strong team of qualified
and dedicated personnel. We believe we can grow revenues during the next twelve
months without a significant increase to overhead. Sales for first quarter of
2007 are meeting projections and we are expecting one of our best second
quarters based on order backlogs for glass and equipment. We have partnered with
a former competitor in the two-dimensional photo market, and have taken over his
accounts and are now producing and billing for another large national chain. We
signed an agreement in 2007 with one of the largest photo product consolidators
of ancillary product holding contracts with all the major online photo product
distributors. We are currently testing order processing integration software and
should begin receiving orders from this agreement in April 2007. The production
plant in Shanghai, China, which we acquired with the asset acquisition of UC
Laser, is now fully operational and will allow us to produce larger run orders,
standard pieces, and jobs with adequate lead time for greatly reduced costs, as
well as support Asia and Europe production orders timely. A customer service
staff in China is also now able to assist the European sales efforts and
inquiries, as well as order processing and servicing. With our Chinese facility
general manager, we also now have a stronger price and product negotiating
position with current and potential Chinese vendors.

         We have been in negotiations with several parties interested in the
purchase of multiple machines and territories and will continue to pursue
machine sales in this manner, looking for strong retail partners who can
successfully operate in the retail marketplace. In the first quarter of 2007, we
received a substantial deposit on a multiple machine purchase order. We are also
entering negotiations with a major multi-national etching machine manufacturer
and distributor looking to expand their product line and technology. We also
believe that the outcome of the pending patent litigation against the remaining
alleged infringers will increase our revenues as violators either (1) settle and
obtain legal license and pay royalties, thereby preventing them from using
unfair pricing advantages, or (2) leave the industry altogether and reduce
competition.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Our discussion and analysis of our financial condition and results of
operations are based upon our condensed consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these consolidated financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosures
of contingent assets and liabilities. On an ongoing basis, we evaluate our
estimates, including those related to impairment of long-lived assets, any
potential losses from pending litigation and deferred tax asset or liability. We
base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions; however,
we believe that our estimates, including those for the above-described items,
are reasonable.

         MACHINE SALES. Laser equipment is no longer leased, but rather sold
outright to our independent operators/retailers, most frequently in two
installment payments as follows: 50% upon order and 50% upon transfer

                                       13
<PAGE>

of title to shipper prior to final delivery. We retain ownership of the
proprietary software and license use of the software to the distributor/retailer
for a monthly fee, which is normally $500.

         PRODUCT SALES. Revenue from the sale of sub surface laser products
(glass or equipment) is recognized when title to the products is transferred to
the customer, which is upon shipment, and only when no further contingencies or
material performance obligations are warranted.

         ROYALTY REVENUE. We recognize royalty revenue from licensing our
technology only when earned with no further contingences or material performance
obligations are warranted.

         DEFERRED REVENUE. Deferred revenue represents amounts received as
non-refundable payments upon the signing of the contract and delivery of the
laser system unit, for which revenue will be recognized over the term of the
license period. Deposits received from potential customers, who have not yet
received the laser system units, are accounted as refundable customer deposits
on the balance sheet.

         STOCK-BASED TRANSACTIONS. Shares of our common stock issued for
services, compensation or financing costs is valued at the market value of our
common stock at the date of issuance. We account for our stock-based
compensation in accordance with SFAS No. 123R, "Share-Based Payment, an
Amendment of FASB Statement No. 123." We recognize in the statement of
operations the grant-date fair value of stock options and other equity-based
compensation issued to employees and non-employees.

         INTANGIBLE ASSETS. Intangible assets consist of product and laser
licenses, capitalized software costs, website development costs, artwork and
copyrights, trademarks, trade names, customer lists and relationships and were
mostly acquired with the purchase of Laser-Tek and UC Laser. In accordance with
SFAS No. 142, "Goodwill and Other Intangible Assets," we evaluate intangible
assets and other long-lived assets for impairment, at least on an annual basis
and whenever events or changes in circumstances indicate that the carrying value
may not be recoverable from its estimated future cash flows. Recoverability of
intangible assets and other long-lived assets is measured by comparing their net
book value to the related projected undiscounted cash flows from these assets,
considering a number of factors including past operating results, budgets,
economic projections, market trends and product development cycles. If the net
book value of the asset exceeds the related undiscounted cash flows, the asset
is considered impaired, and a second test is performed to measure the amount of
impairment loss. Amortization is computed using the straight-line method over
the estimated useful life of the assets.

RESULTS OF OPERATIONS

         REVENUE. Our revenue for the year ended December 31, 2006 increased by
$653,002 or 18.0% from $3,619,493 for the year ended December 31, 2005 to
$4,272,495 for the year ended December 31, 2006. The increase is primarily due
to the revenue generated by U.C. Laser from January 1, 2006, offset by the
cancellation of our contracts with licensees in 2005, which resulted in no lease
revenue for the years ended December 31, 2005 and 2006.

         COST OF REVENUE. Our cost of revenue increased by $89,380 or 5.6% from
$1,609,464 for the year ended December 31, 2005 to $1,698,844 for the year ended
December 31, 2006. Cost of sales as a percentage of sales decreased from 44.5%
for the year ended December 31, 2005 to 39.8% for the year ended December 31,
2006. The decrease is due to increased sales of higher gross margin products.

         OPERATING EXPENSES. Payroll and related benefits for the year ended
December 31, 2006 increased by $329,201 or 22.8% from $1,446,240 for the year
ended December 31, 2005 to $1,775,441 for the year ended December 31, 2006. The
increase is a result of the acquisition of U.C. Laser, offset by a reduction in
personnel due to corporate downsizing in 2005.

         General and administrative expenses for the year ended December 31,
2006 increased by $455,298 or 30.4% from $1,498,066 for the year ended December
31, 2005 to $195,334 for the year ended December 31, 2006. Depreciation and
amortization expense increased by $381,233 or 37.6% from $1,013,117 to
$1,394,350 for the year ended December 31, 2006. The increase is principally due
to increased expenses as a result of the U.C. Laser acquisition.


                                       14
<PAGE>

         Impairment expense for the year ended December 31, 2006 was $7,348,333,
which relates to the write off of the goodwill generated from the acquisition of
U.C. Laser Ltd. These were no such write-downs in 2005.

         Interest expense for the year ended December 31, 2006 decreased by
$592,072 or 59.9% from $988,704 for the year ended December 31, 2005 to $396,632
for the year ended December 31, 2006. The significant decrease is due to the
conversion of over $12 million in debt to equity in December 2005.

         Other, net for the year ended December 31, 2006 increased by $469,808
or 924.8% from other expense of $50,803 for the year ended December 31, 2005 to
other income of $419,005 for the year ended December 31, 2006. During the year
ended December 31, 2005, we recognized other income of $302,571 related to the
cancellation of certain licensee agreements. Five of our licensees and we
mutually agreed to cancel the existing contracts. Under the terms of the
agreements, the licensees were released from their obligation under the
agreement and in return, the licensees took ownership of the laser equipment. We
removed the laser equipment and deferred income from our books related to these
five licensees and recognized a gain of $302,571. During the year ended December
31, 2006, the other income related to a forgiveness of payments due under a
royalty agreement offset by $250,000 related to a settlement with a former
licensee.

LIQUIDITY AND CAPITAL RESOURCES

         At December 31, 2006, we had a working capital deficit of $2,785,386 as
compared to $1,165,314 at December 31, 2005. We had cash and cash equivalents of
$113,877 at December 31, 2006 as compared to $59,844 at December 31, 2005. The
increase in the working capital deficit is principally due to the acquisition of
liabilities in the U.C. Laser transaction and the loss generated during the year
ended December 31, 2006.

         Our current cash on hand plus cash expected to be generated from
operations will not be sufficient to sustain our current operations and service
our outstanding debt for the next twelve months. Without giving effect to the
assumption of liabilities upon the acquisition of U.C. Laser, we will need to
issue debt or equity securities of at least $500,000 in the short-term in order
to sustain operations until such time that we can generate positive cash flow
from our operations. If we can obtain financing to meet these short-term needs,
then we should be able to generate a positive cash flow in the long-term from
the sales generated from the machinery that would be manufactured using funds
received from the financing. We are in the process of exploring various ways to
address the U.C. Laser debt, such as restructuring the debt and/or borrowing
from a different lender.

         During the year ended December 31, 2006, our financing activities
provided cash of $2,285,459, while our operating and investing activities used
cash of $2,204,745 and $26,681, respectively. The cash used in operating
activities was principally a result of the net loss we incurred.

OFF-BALANCE SHEET ARRANGEMENTS

         We do not have any off-balance sheet arrangements.

PLAN OF OPERATION

         We believe that we have positioned Crystalix to become the leader in
the sub surface glass etching industry, with our proposed acquisition of U.C.
Laser (DBA Crystal Impressions). Our management has developed a plan of
operation for 2006. In our Las Vegas corporate headquarters, we have put into
place officers and department heads bringing various areas of expertise to
design and implement our plan of operation.

         Our sales push began in 2006 with the addition of a new VP of Sales and
Marketing and a restructuring of the sales force structure. We are now utilizing
a team of independent representatives in the Corporate Market across the U.S. to
increase our coverage without increasing overhead. These representatives have
been recruited based on abilities, client base and geographic location. The
representatives are trained on our product, technology and philosophy of
superior customer service and quality.


                                       15
<PAGE>

         Seaena again opened the 2007 New Year marketing event at the
Promotional Product Industry Convention, where our goal to increase sales in the
corporate and promotional lines seems to be succeeding based on the new orders
and inquires we are receiving. The two-dimensional portrait line is growing
rapidly, as we have added another major national chain and are in discussions
with others. The demand for new products in the photo processing industry is
stronger than we had originally anticipated and should prove to provide us with
incredible growth opportunity. As of December 2006, we are producing our
two-dimensional portrait products for a several different customers including
national drug stores and portrait studios placing our Crystal portrait product
in over 2,500 stores. There is considerable interest in the two-dimensional
portrait product and demand from retailers and online photo distributors. The
digital camera has changed the photo finishing market. Since fewer photos are
being printed, but rather stored digitally or printed at home on personal
computers, it is necessary for the photo finishers to offer ancillary products
to make up for lost revenue. We are focused on building strategic relationships
in this industry and will aggressively continue to seek market share. We believe
our customized software platform allows companies to easily send the photo or
image data via the Internet, thus providing photographers of any and all sizes
the ability to offer our product with little or no additional overhead. All that
is needed to put a sub surface image inside glass is an image from an original
photo or a digital camera. The proprietary software then changes the image so
that the lasers can engrave the replica image. Entering 2007, we are in
negotiations with the largest photo product online distributors. This represents
a growing percentage of photo developers and distributors of the ancillary
products produced from photos. We have signed an agreement with one of these
large distributors and expect to start receiving orders by the second quarter of
this year with the online integration process currently in testing status. Our
product will be available on a majority of the most popular photo processing
online sites. We are also negotiating placing our product in the photo kiosks
set up by the larger photo processors. We currently are in one of the larger
kiosks representing over 250 locations.

         We have secured direct glass suppliers in China with more competitive
pricing, which should help reduce glass and component costs. The acquired
production facility in China through our U.C. Laser acquisition is now fully
operational and servicing both Asia and Europe and we are establishing and
building existing relationships with independent representatives for product
distribution. Our General Manager of the Chinese operation gives us a permanent
Chinese presence to assist in negotiating with current and potential vendors on
an ongoing basis for raw materials, in production raw materials and machine
components. Given this, with the addition new and faster machinery now available
with improved technology and the experience of our laser operators, we expect to
decrease not only our production and raw material over-head as a percentage of
sales, but we also expect to increase our production efficiencies helping to
achieve lower cost margins and increase our production capacity allowing for an
increase and for larger quantity orders resulting in increased revenues.
Negotiations are ongoing with major component and equipment suppliers for the
new retail laser equipment with the advanced technologies used to produce laser
equipment for the independent retailer market. We have just introduced a new
machine with an easy to operate system and have received deposits on several
retail laser machines from qualified operators and anticipate several of these
machines being shipped during the second quarter of 2007. We are also in
negotiations with other potential independent operators and receive inquires
daily. Accordingly, our increases in product sales should meet or surpass
projections. This projected increase in revenues, coupled with an anticipated
increase in gross margins, should allow us to continue with plans of growth and
profitability.

FORWARD-LOOKING STATEMENTS

         Certain statements in this Annual Report on Form 10-KSB, as well as
statements made by the company in periodic press releases, oral statements made
by the company's officials to analysts and shareholders in the course of
presentations about the company, constitute "forward-looking statements." All
statements other than statements of historical facts included or incorporated by
reference in this report, including, without limitation, statements regarding
our future financial position, business strategy, budgets, projected costs and
plans and objectives of management for future operations, are forward-looking
statements. In addition, forward-looking statements generally can be identified
by the use of forward-looking terminology such as "may," "will," "expect,"
"intend," "project," "estimate," "anticipate," "believe," or "continue" or the
negative thereof or variations thereon or similar terminology. Although we
believe that the expectations reflected in such forward-looking statements are
reasonable, we cannot give any assurance that such expectations will prove to
have been correct. Important factors that could cause actual results to differ
materially from our expectations ("Cautionary Statements") include, but are not
limited to, (1) risks pertaining to implementation of our proposed expansion of
our distribution network; (2) competitive pressures in the giftware industry;
(3) disputes or claims regarding the company's proprietary rights to


                                       16
<PAGE>

its software and intellectual property; (4) acceptance of our products by
corporate customers; (5) costs of desirable retail locations; (6) availability
of suitable optic glass and laser equipment components; (7) general economic and
business conditions; (8) ability to successfully integrate acquired operations;
and (9) other factors over which we have little or no control. All subsequent
written and oral forward-looking statements attributable to us, or persons
acting on our behalf, are expressly qualified in their entirety by the
cautionary statements. We assume no duty to update or revise our forward-looking
statements based on changes in internal estimates or expectations or otherwise.


ITEM 7.  FINANCIAL STATEMENTS.

         See pages beginning with page F-1.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         Effective March 7, 2006, De Joya & Company, the independent registered
public accounting firm that was previously engaged as the principal accountant
to audit our financial statements resigned. We were notified that De Joya &
Company decided to withdraw from the Public Company Accounting Oversight Board
and will no longer be performing public company audits. Effective March 7, 2006,
we engaged De Joya Griffith & Company, LLC to serve as our independent
registered public accountants to audit our financial statements for the fiscal
year ending December 31, 2005. Our board of directors approved both actions.

         De Joya & Company audited our financial statements for the fiscal year
ended December 31, 2004. The audit report on these financial statements was
modified as to uncertainty that the company would continue as a going concern.
Other than this modification, the report neither contained an adverse opinion or
a disclaimer of opinion, nor was qualified or modified as to uncertainty, audit
scope, or accounting principles.

         During the two most recent fiscal years and the subsequent interim
period through March 7, 2006, there were no disagreements with De Joya & Company
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of De Joya & Company, would have caused it to make reference to the
subject matter of the disagreement in connection with its report.

         There were no other "reportable events" as that term is described in
Item 304(a)(1)(iv) of Regulation S-B that occurred during the two most recent
fiscal years and the subsequent interim period ending March 7, 2006.

         During our two most recent fiscal years and through March 7, 2006, the
date prior to the engagement of De Joya Griffith & Company, LLC, neither we nor
anyone on our behalf consulted De Joya Griffith & Company, LLC regarding the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
our consolidated financial statements.


ITEM 8A. CONTROLS AND PROCEDURES.

         As required by SEC rules, we have evaluated the effectiveness of the
design and operation of our disclosure controls and procedures at the end of the
period covered by this report. This evaluation was carried out under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer. Based on this
evaluation, these officers have concluded that the design and operation of our
disclosure controls and procedures are effective. There were no changes in our
internal control over financial reporting or in other factors that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

         Disclosure controls and procedures are our controls and other
procedures that are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms. Disclosure


                                       17
<PAGE>

controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by us in the
reports that we file under the Exchange Act is accumulated and communicated to
our management, including principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosure.


ITEM 8B. OTHER INFORMATION.

         None.


























                                       18
<PAGE>
                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
         CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE
         EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS

         Our executive officers, directors, and key employees are:

         NAME                    AGE     POSITION

         Kevin T. Ryan            56     Chief Executive Officer and Director

         Doug Lee                 42     President

         Patty Hill               48     Corporate Secretary, Vice President
                                         Finance and Administration, Interim
                                         Chief Financial Officer and Controller

         Robert McDermott         61     Director

         Zvi Dinstein             80     Director

         Our shareholders elect our directors annually and our board of
directors appoints our officers annually. Vacancies in our board are filled by
the board itself. Set forth below are brief descriptions of the recent
employment and business experience of our executive officers and directors.

KEVIN T. RYAN, CHIEF EXECUTIVE OFFICER AND DIRECTOR

         Mr. Ryan was the president of Lazer-Tek Designs from February 2002
until its acquisition by us in December 2002. He became our president and chief
executive officer and a director in July 2004 and then resigned as president in
January 2005. Since January 1998, he has served as president of Ryan Capital
Management and Charan Industries, Inc., Westbury, New York. Charan Industries,
Inc. is currently involved in construction and redevelopment, product line
development for coin-operated games and the food and beverage industry, and
special situations in hotel and marina operations. From 1992 to 1996, Mr. Ryan
was the president of Bowling Corporation of America, a subsidiary of Charan.
During that period, Charan's bowling, leisure, and gaming activities accounted
for 80% of Charan's corporate sales and had 4,000 full and part-time employees.
In 1996, Bowling Corporation of America was sold to AMF, Inc. Mr. Ryan also
serves as president of McCary & Rood, an international trading company, since
January 1999.

DOUG LEE, PRESIDENT

         In January 2005, Mr. Lee was elected as president to succeed Mr. Ryan.
Immediately prior to his election, he was our executive vice president and
director of operations. Mr. Lee joined us in December 2002, when we acquired
Lazer-Tek Designs. Mr. Lee served as executive vice president for Lazer-Tek
Designs from November 1999 to the acquisition date, where he managed operations
and directed marketing and sales. In the 1990's, he founded TD Sports, which
organized training camps sponsored by corporations in the Midwest. He is a
frequent motivational speaker and has extensive experience in the media. Since
1988, he has co-hosted a National Football League radio show, as well as served
as color commentator for several professional and collegiate sporting events.
Mr. Lee also served as an advisor during the National Basketball Association
collective bargaining agreement in the mid 1990's. He has been the co-owner of
Springboard Agency, a web and marketing company based in Dallas, Texas, since
June 2004. Mr. Lee was involved in professional basketball from 1988 to 2000 as
a player and consultant. He played in the National Basketball Association and
several teams in Europe, as well as Israel and Japan. He has served on several
boards including Fellowship of Christian Athletes of Nevada from 2001 to 2002,
and is currently serving a second 4-year term on the advisory council for Purdue
University. Mr. Lee attended


                                       19
<PAGE>

Texas A&M University and Purdue University where he received a BS in RHI
Business with "Big Ten" Academic Honors.

PATTY HILL, CORPORATE SECRETARY, VICE PRESIDENT FINANCE AND ADMINISTRATION,
INTERIM CHIEF FINANCIAL OFFICER AND CONTROLLER

         Ms. Hill has been the controller of Lazer-Tek since October 2002 and
became our controller in December 2002. She became our corporate secretary and
vice president finance and administration in July 2004. She has been serving as
interim chief financial officer since January 2007. From November 2000 to April
2002, she was the controller for 1st National Processing, Inc., a credit card
processing company in Las Vegas, Nevada, where she was responsible for
development, implementation, and management of internal accounting for that
company. Ms. Hill was the controller for Forefront, Inc., a multinational
software corporation in Clearwater, Florida, from January 1997 to September
2000. From July 1994 to November 1996, she was the assistant business manager
for Citicaster, Inc./WTSP-TV in St. Petersburg, Florida. From May 1986 to May
1994, she worked for companies in St. Paul, Minnesota, in management accounting.
Ms. Hill received a bachelor of science degree as an accounting major from the
University of Minnesota School of Management.

ROBERT MCDERMOTT, DIRECTOR

         Mr. McDermott has been our executive vice president, treasurer, chief
financial officer and a director since July 2004. Since 1998, he has served as a
vice president of Ryan Capital Management and has acted as financial advisor for
numerous business ventures. From 1977 until 2005 Mr. McDermott was the chief
financial officer and a director of Charan Industries, Inc. Charan Industries
owned and operated over 100 locations in the United States, which included
recreation businesses, shopping centers, apartment buildings, and office
buildings. In addition, Charan Industries, Inc. was involved in manufacturing
joint ventures in China. From 1971 to 1977 Mr. McDermott served as domestic and
international subsidiary controller for a division of Nabisco Inc., a Fortune
100 Company. From 1968 to 1971, he was a senior accountant for Price Waterhouse
& Co. Mr. McDermott is a Certified Public Accountant and is a director of a
number of privately held companies.

ZVI DINSTEIN, DIRECTOR

         Dr. Dinstein has been a director since March 2006 and has been a
director of U.C. Laser Ltd. since its formation in 1999. Since 1985, Dr.
Dinstein has been the chairman of the board of directors of the Belfer Center
for Energy Research, which grants research funding and operates in cooperation
with the Israeli Ministry of National Infrastructure and the Ministry of
Environment. He is also the chairman of the board of directors of Dorot
Properties and Holdings Ltd., Israel, and a director of various Israeli public
companies on the Tel Aviv Stock Exchange, including Cable System Media Haifa -
Hedera Ltd., Matav Investments Ltd. and F.I.B.I. Holding Company Ltd. Dr.
Dinstein is also a member of the board of governors of the Tel Aviv University,
the Weizman Institute of Science and The Hebrew University of Jerusalem.
Formerly, he was a member of the Sixth and Seventh Knessets (Parliament) and
also served as deputy Minister of Finance (1967 to 1969) and deputy Minister of
Defence (1966 to 1967) of Israel. In 1977, he was appointed to be the Israeli
Economic Minister in North America, accredited both to Washington and Ottawa.

CODE OF ETHICS

         We have not yet adopted a code of ethics that applies to our principal
executive officers, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, since we have been focusing
our efforts on obtaining financing for the company. We expect to adopt a code by
the end of the current fiscal year.

AUDIT COMMITTEE

         The entire board of directors acts as our audit committee. We do not
have an audit committee financial expert serving on our audit committee at this
time. We propose to expand our board of directors in the near future to include
a financial expert.


                                       20
<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires our
officers, directors, and persons who beneficially own more than 10% of our
common stock to file reports of securities ownership and changes in such
ownership with the Securities and Exchange Commission ("SEC"). Officers,
directors and greater than 10% beneficial owners are also required by rules
promulgated by the SEC to furnish us with copies of all Section 16(a) forms they
file.

         Based solely upon a review of the copies of such forms furnished to us,
or written representations that no Form 5 filings were required, we believe that
during the fiscal year ended December 31, 2006, there was compliance with all
Section 16(a) filing requirements applicable to our officers, directors and
greater than 10% beneficial owners except as follows:

--------------------------------------------------------------------------------
REPORTING PERSON                DATE REPORT DUE            DATE REPORT FILED
--------------------------------------------------------------------------------
Marshall Butler                     04/04/06                    04/28/06
--------------------------------------------------------------------------------
Zvi Dinstein                        04/04/06                    04/28/06
--------------------------------------------------------------------------------
Patty Hill                          02/14/06                    02/22/06
--------------------------------------------------------------------------------
Doug Lee                            02/14/06                    02/22/06
--------------------------------------------------------------------------------
Robert McDermott                    02/14/06                    02/23/06
--------------------------------------------------------------------------------
Kevin Ryan                          02/14/06                    03/02/06
--------------------------------------------------------------------------------
Kevin Ryan                          12/15/06                    12/19/06
--------------------------------------------------------------------------------
John S. Woodward                    02/14/06                    02/21/06
--------------------------------------------------------------------------------


ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth information the remuneration of our
chief executive officers and our two most highly compensated executive officers
who served as executive officers at the end of December 31, 2006 and earned in
excess of $100,000 per annum during any part of our last two fiscal years:

<TABLE>
                           SUMMARY COMPENSATION TABLE
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                                                             NON-
                                                                             NON-EQUITY   QUALIFIED
                                                                              INCENTIVE    DEFERRED      ALL
   NAME AND                                            STOCK       OPTION       PLAN     COMPENSATION   OTHER
   PRINCIPAL                                           AWARDS      AWARDS     COMPENSA-    EARNINGS   COMPENSA-
   POSITION           YEAR    SALARY ($)  BONUS ($)     ($)         ($)       TION ($)       ($)       TION ($)   TOTAL ($)
-----------------------------------------------------------------------------------------------------------------------------
<S>                   <C>      <C>          <C>         <C>         <C>         <C>          <C>         <C>       <C>
Kevin T. Ryan,        2006       -0-        -0-         -0-         -0-         -0-          -0-         -0-         -0-
    CEO (1)<F1>       2005       -0-        -0-         -0-         -0-         -0-          -0-         -0-         -0-
-----------------------------------------------------------------------------------------------------------------------------
   Doug Lee,          2006     150,000      -0-         -0-         -0-         -0-          -0-         -0-       150,000
 President (2)<F2>    2005     150,000      -0-         -0-         -0-         -0-          -0-         -0-       150,000
-----------------------------------------------------------------------------------------------------------------------------
------------------
<FN>
(1)<F1>  Mr. Ryan has served as Chief Executive Officer since July 2004.
(2)<F2>  Mr. Lee has served as the President since January 2005.
</FN>
</TABLE>

         There were no stock options or stock awards granted in 2006 and no
options or awards are outstanding at December 31, 2006. We do not have an
employment agreement with Mr. Lee.

COMPENSATION OF DIRECTORS

         Directors do not receive compensation but are reimbursed for their
expenses for each meeting of the board that they attend.

STOCK OPTION PLANS

         We do not have any stock option plans at this time, but plan to adopt a
plan for our employees in the near future.


                                       21
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

         The following table sets forth certain information, as of March 23,
2007, concerning shares of our common stock, the only class of our securities
that are issued and outstanding, held by (1) each stockholder known by us to own
beneficially more than five percent of the common stock, (2) each of our
directors, (3) each of our executive officers, and (4) all of our directors and
executive officers as a group:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                             AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER (1)<F1>                 BENEFICIAL OWNERSHIP                PERCENT OF CLASS (2)<F2>
--------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                                   <C>
Kevin T. Ryan                                                   3,929,771 (3)<F3>                     49.0%
3950 E. Patrick Lane, Suite 101
Las Vegas, NV 89120
--------------------------------------------------------------------------------------------------------------------
Zvi Dinstein                                                    1,626,282 (4)<F4>                     16.9%
24 Heh Bylar Street
Kikar Homedina
Tel Aviv, Israel L3
--------------------------------------------------------------------------------------------------------------------
John S. Woodward                                                1,218,824 (5)<F5>                     15.2%
9087 Fawn Grove Drive
Las Vegas, NV 89147
--------------------------------------------------------------------------------------------------------------------
Michael D. William, Trustee                                       736,186 (6)<F6>                      9.2%
C/O 1645 Village Center Circle, Suite 170
Las Vegas, NV  89134
--------------------------------------------------------------------------------------------------------------------
Doug E. Lee                                                       437,142                              5.4%
--------------------------------------------------------------------------------------------------------------------
Patty Hill                                                         71,428                              0.9%
--------------------------------------------------------------------------------------------------------------------
Robert McDermott                                                   57,142                              0.7%
--------------------------------------------------------------------------------------------------------------------
Officers and directors as a group (5 persons)                   6,121,765                             63.4%
--------------------------------------------------------------------------------------------------------------------
------------------
<FN>
(1)<F1>  To our knowledge, except as set forth in the footnotes to this table
         and subject to applicable community property laws, each person named in
         the table has sole voting and investment power with respect to the
         shares set forth opposite such 8,023,708 shares of Common Stock
         outstanding as of March 23, 2007.

(2)<F2>  If a person listed on this table has the right to obtain additional
         shares of Common Stock within 60 days from March 23, 2007, the
         additional shares are deemed to be outstanding for the purpose of
         computing the percentage of class owned by such person, but are not
         deemed to be outstanding for the purpose of computing the percentage of
         any other person.

(3)<F3>  Does not include the right to vote the 6,505,129 shares of common stock
         into which the 2,276,795 shares of Class B Preferred Stock issued to
         U.C. Laser Ltd. are convertible. Mr. Ryan holds the proxy to vote these
         shares until March 31, 2007.

(4)<F4>  Represents the shares of common stock that may be obtained upon
         conversion of his proportionate interest in the Class B Preferred Stock
         held by U.C. Laser Ltd.

(5)<F5>  Includes 1,200,000 shares held by Mr. Woodward as trustee of John S.
         Woodward Living Trust UAD 11-4-99.


                                       22
<PAGE>

(6)<F5>  These shares of held of record by four different trusts of which Mr.
         Williams is the trustee or a co-trustee: Sally Wind 1 Trust (264,285
         shares), Sally Wind 2 Trust (103,807 shares), Sally Wind 3 Trust
         (103,808 shares), and Sally Wind 4 Trust (264,286 shares).
</FN>
</TABLE>

         Kevin Ryan may be deemed to be the "parent" of our company within the
meaning of the rules and regulations of the Securities and Exchange Commission.

EQUITY COMPENSATION PLANS

         As of December 31, 2006, our equity compensation plans were as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                 NUMBER OF SECURITIES TO      WEIGHTED AVERAGE EXERCISE
                                 BE ISSUED UPON EXERCISE         PRICE OF OUTSTANDING         NUMBER OF SECURITIES
                                 OF OUTSTANDING OPTIONS,        OPTIONS, WARRANTS AND        REMAINING AVAILABLE FOR
      PLAN CATEGORY                WARRANTS AND RIGHTS                  RIGHTS                   FUTURE ISSUANCE
-------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                           <C>                         <C>
Equity compensation plans                  None                          N/A                         None
approved by security holders
-------------------------------------------------------------------------------------------------------------------
Equity compensation plans not              None                          N/A                         None
approved by security holders
-------------------------------------------------------------------------------------------------------------------
Total                                      None                                                      None
-------------------------------------------------------------------------------------------------------------------
</TABLE>

CHANGES IN CONTROL

         As of March 31, 2006, we completed the Asset Purchase Agreement with
U.C. Laser Ltd., entered into on December 29, 2005 but to be effective January
1, 2006, in which we agreed to purchase all of the assets of U.C. Laser used in
connection with the manufacturing, distribution and marketing of its decorative
images and products. The assets acquired include U.C. Laser's subsidiaries, U.C.
Laser, Inc. and CIC Laser Technologies Ltd., as well as U.C. Laser's worldwide,
exclusive license to use the colored glass technology owned by Laser Glass Ltd.
There was no relationship, other than in respect of this transaction, between
U.C. Laser and us or any of our affiliates.

         In consideration for the purchased assets, we assumed the liabilities
arising from or related to the purchased assets in the approximate amount of
$4,924,000, and issued 2,276,795 shares of Class B Preferred Stock of the
registrant. These shares of Class B Preferred Stock collectively have voting
rights equal to 45% of all voting rights of all of our capital stock outstanding
immediately after the closing, determined on a fully diluted basis. Each share
of Class B Preferred Stock is convertible into 2.857 shares of common stock so
that collectively, the Class B Preferred Shares issued to U.C. Laser are
convertible into 6,505,129 shares of our common stock, which, immediately after
such conversion, represent 45% of all shares of our capital stock then
outstanding on a fully diluted basis.

         We agreed that our board of directors, upon the completion of this
transaction, would consist of five members, two of whom would be Marshall D.
Butler and Zvi Dinstein. Mr. Butler resigned as a director effective December
13, 2006.


                                       23
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
         INDEPENDENCE.

         Other than as disclosed below, none of our present directors, officers
or principal shareholders, nor any family member of the foregoing, nor, to the
best of our information and belief, any of our former directors, senior officers
or principal shareholders, nor any family member of such former directors,
officers or principal shareholders, has or had any material interest, direct or
indirect, in any transaction, or in any proposed transaction which has
materially affected or will materially affect us.

RAINER EISSING

         As of October 5, 2005, we entered into a Transfer of Assets Agreement
with Innovative Motions, which is a company owned by Rainer Eissing, who was an
officer, director and principal shareholder of the company at the time. Under
the terms of the agreement, we transferred our Berlin Division of Crystalix
Imaging, Ltd., a subsidiary of the company, to Innovative Motions in
consideration for shares of Mr. Eissing's common stock and preferred stock. Mr.
Eissing owned beneficially 8,621,000 shares of common stock (22.9% of the
outstanding common shares) and 962,100 shares of preferred stock (24.5% of the
outstanding preferred shares). Innovative Motions, or a designee, retained
1,000,000 shares of common stock.

         Mr. Eissing resigned as an officer and director of the company. We had
planned to curtail European operations, as such operations had not been
profitable. Mr. Eissing expressed an interest in acquiring the Berlin Division,
thereby resulting in the agreement.

MARC JANSSENS

         As of November 13, 2005, we received the executed Transfer of Assets
Agreement with Marc Janssens, who was a director and principal shareholder at
the time. Under the terms of the agreement, we transferred one refurbished
laser-engraving machine to Mr. Janssens, in consideration for shares of Mr.
Janssens' common stock and preferred stock. Mr. Janssens owned beneficially
2,796,000 shares of common stock (7.5% of the outstanding common shares) and
110,000 shares of preferred stock (2.8% of the outstanding preferred shares).
Mr. Janssens resigned as a director.

JOHN S. WOODWARD

         On December 20, 2002, we borrowed $1,500,000 from John S. Woodward. At
the time of the loan, Mr. Woodward was not an officer or director of our
company. On November 29, 2005, we entered into a Stock Exchange for Principle
Debt and Forgiveness of Interest Agreement with John S. Woodward, in which Mr.
Woodward agreed to forgive all accrued interest on his promissory note and to
accept 34,000,000 shares of common stock as full and complete payment of the
note described in the preceding paragraph. As of September 30, 2005, the
outstanding principal balance of this note was $1,824,000 and accrued interest
was $218,255. Mr. Woodward was a director of the company at the time of the
November 2005 agreement.

KEVIN RYAN

         In connection with the Lazer-Tek acquisition, we owed Kevin Ryan, a
former creditor of Lazer-Tek, the principal amount of $1,252,680, consisting of
$852,680, which was due April 1, 2003, and $400,000 owed to Kevin Ryan in
quarterly payments beginning April 1, 2003 for consulting fees. Neither of these
obligations was paid. Mr. Ryan obtained a Writ of Possession entitling him to
all of our assets as of June 2, 2003.

         We entered into a consulting agreement with McCary & Rood dated May 28,
2003 under which Kevin Ryan provided advice to the President and CEO of the
company pertaining to all matters including acquisitions, management, marketing,
financial controls and other financial matters; settlement of disputes with
creditors and former officers and directors; relations with affiliates; and
other matters as may be requested by us. As compensation for the satisfactory
performance by Mr. Ryan under the agreement, we agreed to pay a fee of $20,000
per month that Mr. Ryan performed as determined by us. This agreement was
terminated effective July 31, 2004.


                                       24
<PAGE>

         In addition to the two obligations described above, through December
31, 2003, Kevin Ryan had advanced a total of $823,675 to us under a revolving
line of credit agreement dated December 1, 2003. Mr. Ryan became our president,
chief executive officer, and a director in July 2004.

         On July 21, 2004, we issued a convertible promissory note to Mr. Ryan
in the amount of $5,396,764, which represented (a) principal due on two
previously issued notes payable in the amounts of $852,680 and $1,010,000, (b)
principal due under a revolving credit agreement in the amount of $1,766,500,
(c) principal due under an additional note payable in the amount of $1,500,000
and (d) accrued interest on the above mention obligations in the amount of
$267,584. Also on July 21, 2004, we issued a promissory note to Ryan Capital
Management, Inc., a company controlled by Kevin Ryan, in the amount of $452,137,
which represented principal due on a previously issued note payable in the
amount of $400,000 plus accrued interest in the amount of $52,137. On August 1,
2004, we issued a promissory note to McCary & Rood, a company controlled by
Kevin Ryan, in the amount of $280,000, which represented past due consulting
fees under a consulting agreement dated May 28, 2003. Also on August 1, 2004, we
issued a promissory note to McCary & Rood in the amount of $214,037, which
represented past due reimbursable expenses under a consulting agreement dated
May 28, 2003.

         As of December 9, 2005, we entered into a Stock Exchange for Principle
Debt and Forgiveness of Interest Agreement with Kevin T. Ryan, in which Mr. Ryan
agreed to forgive all accrued interest on the promissory notes owed to him, Ryan
Capital Management and McCary & Rood, and to accept 119,000,000 shares of common
stock as full and complete payment of these notes.

         In connection with the purchase of the U.C. Laser assets, we issued
2,276,795 shares of Class B Preferred Stock, which collectively have voting
rights equal to 45% of all voting rights of all of our capital stock outstanding
immediately after the closing, determined on a fully diluted basis. Each shares
of Class B Preferred Stock is convertible into 2.857 shares of common stock so
that collectively, the Class B Preferred Shares issued to U.C. Laser are
convertible into 6,505,129 shares of our common stock, which, immediately after
such conversion, represent 45% of all shares of our capital stock then
outstanding on a fully diluted basis. Pursuant to an irrevocable proxy with
respect to the Class B Preferred Shares granted by U.C. Laser, Kevin Ryan has
the right to vote the shares, as well as any shares of common stock into which
the Preferred Shares are convertible, for a period of one year commencing March
31, 2006. Under the terms of a Stockholder Agreement, which is to be effective
for one year commencing March 31, 2006, we granted each of Kevin Ryan and U.C.
Laser the right of first refusal to purchase such portion of any new securities
that we may issue from time to time as may be required to enable each of them to
maintain their respective percentage equity interest in the company. In the
event that Mr. Ryan or U.C. Laser proposes to transfer any part of their equity
interest in us, we have the first option to purchase such interest. To the
extent that we do not exercise this option, the other stockholder has the option
to purchase such interest.

         On June 2, 2006, we entered into a Credit Agreement with North Fork
Bank, Melville, New York. The Credit Agreement provided for a term loan in the
principal amount of $3,000,000 and a line of credit in the amount of $1,000,000.
These obligations were secured by all of our assets, patents and applications
for patents of Lazer-Tek Designs (our wholly-owned subsidiary), and trademarks
of Lazer-Tek Designs (the "Collateral"). Marshall Butler and Kevin Ryan
guaranteed the repayment of the loans and pledged certain securities they own as
additional collateral. In addition, Messrs. Butler and Ryan agreed to
subordinate any claims or liens they might have against us or in the Collateral
to the interest of the Bank. As of May 31, 2006, we executed unsecured demand
promissory notes to Messrs. Butler and Ryan in the amounts of $910,000 and
$882,500, respectively. The notes bore interest at 10% per annum. These notes
evidenced advances that had been made by Messrs. Butler and Ryan to us for
working capital.

         Effective December 12, 2006, Kevin Ryan advanced $1,096,443.13 to us to
enable us to pay off our loan from North Fork Bank. As a result of this loan
payoff, North Fork Bank released a security interest in the Collateral. In
addition, the Bank released Marshall Butler and Kevin Ryan, from their personal
guarantees for the repayment of the loan and pledges of certain securities they
own as additional collateral. The loan from Kevin Ryan is in the form of an
additional advance on a promissory note dated May 31, 2006 in the amount of
$882,500 that bears interest at 10% per annum (the "Ryan Note"). The Ryan Note,
including the original balance and the additional advance, is secured by a
senior security interest in all of our assets.


                                       25
<PAGE>

DOUGLAS LEE

         Doug Lee became our president in January 2005. During the years ended
December 31, 2006 and 2005, we purchased $21,478 and $1357, respectively, from
the Springboard Agency, a web design and software support company in Dallas,
Texas. Mr. Lee is a 50% owner and Chief Operations Officer of the Springboard
Agency.

FUTURE TRANSACTIONS

         All future affiliated transactions will be made or entered into on
terms that are no less favorable to us than those that can be obtained from any
unaffiliated third party. A majority of the independent, disinterested members
of our board of directors will approve future affiliated transactions. We
believe that of the transactions described above have been on terms as favorable
to us as could have been obtained from unaffiliated third parties as a result of
arm's length negotiations.

CONFLICTS OF INTEREST

         In accordance with the laws applicable to us, our directors are
required to act honestly and in good faith with a view to our best interests. In
the event that a conflict of interest arises at a meeting of the board of
directors, a director who has such a conflict will disclose the nature and
extent of his interest to the meeting and abstain from voting for or against the
approval of the matter in which he has a conflict.

DIRECTOR INDEPENDENCE

         Our common stock trades in the OTC Bulletin Board. As such, we are not
currently subject to corporate governance standards of listed companies, which
require, among other things, that the majority of the board of directors be
independent.

         Since we are not currently subject to corporate governance standards
relating to the independence of our directors, we choose to define an
"independent" director in accordance with the NASDAQ Global Market's
requirements for independent directors (NASDAQ Marketplace Rule 4200). The
NASDAQ independence definition includes a series of objective tests, such as
that the director is not an employee of the company and has not engaged in
various types of business dealings with the company.

         We do not have any directors that may be considered an independent
director under the above definition. We do not list that definition on our
Internet website.

         We presently do not have an audit committee, compensation committee,
nominating committee, executive committee of our Board of Directors, stock plan
committee or any other committees.


ITEM 13. EXHIBITS.

--------------------------------------------------------------------------------
REGULATION
S-B NUMBER                            EXHIBIT
--------------------------------------------------------------------------------
    2.1         Stock Purchase Agreement, dated October 4, 2002, between
                Americabilia.com, Inc. and Crystalix USA Group, Inc. (1)
--------------------------------------------------------------------------------
    2.2         Plan and Agreement of Merger dated November 12, 2002 between
                Crystalix Group International, Inc., a Florida corporation, and
                Crystalix Group International, Inc., a Nevada corporation (2)
--------------------------------------------------------------------------------
    2.3         Common Stock Purchase Agreement, dated December 23, 2002, among
                Crystalix Group International, Inc., Lazer-Tek Designs, Inc.,
                Lazer-Tek Designs, Ltd. and Lena Walther (3)
--------------------------------------------------------------------------------



                                       26
<PAGE>
--------------------------------------------------------------------------------
REGULATION
S-B NUMBER                            EXHIBIT
--------------------------------------------------------------------------------
    2.4         Asset Purchase Agreement by and between U.C. Laser Ltd. and
                Crystalix Group International, Inc. dated as of December 29,
                2005 (4)
--------------------------------------------------------------------------------
    2.5         Amendment to Asset Purchase Agreement dated February 1, 2006 (5)
--------------------------------------------------------------------------------
    2.6         Second Amendment to Asset Purchase Agreement dated March 9, 2006
                (5)
--------------------------------------------------------------------------------
    3.1         Articles of Incorporation of Crystalix Group International, Inc.
                (6)
--------------------------------------------------------------------------------
    3.2         Certificate of Amendment to Articles of Incorporation (5)
--------------------------------------------------------------------------------
    3.3         Bylaws of Americabilia.com, Inc. (7)
--------------------------------------------------------------------------------
    4.1         Certificate of Designation of Class B Preferred Stock (5)
--------------------------------------------------------------------------------
   10.1         Membership Interest Purchase Agreement dated as of April 8,
                2005, between Crystalix Group International, Inc., Laser Design
                International, LLC, and members of Laser Design International,
                LLC (8)
--------------------------------------------------------------------------------
   10.2         Transfer of Assets Agreement Between Crystalix Group
                International and Innovative Motions (9)
--------------------------------------------------------------------------------
   10.3         Transfer of Assets Agreement Between Crystalix Group
                International and Marc Janssens (10)
--------------------------------------------------------------------------------
   10.4         Stock Exchange for Principle Debt and Forgiveness of Interest
                Agreement with CMKXTREME and UAJC 2005 Irrevocable Trust dated
                November 26, 2005 (11)
--------------------------------------------------------------------------------
   10.5         Stock Exchange for Principle Debt and Forgiveness of Interest
                Agreement with John S. Woodward dated November 29, 2005 (11)
--------------------------------------------------------------------------------
   10.6         Stock Exchange for Principle Debt and Forgiveness of Interest
                Agreement with Kevin T. Ryan dated December 9, 2005 (12)
--------------------------------------------------------------------------------
   10.7         Escrow Agreement by and among Seaena, Inc., U.C. Laser Ltd., and
                Nevada Title Company dated March 31, 2006 (5)
--------------------------------------------------------------------------------
   10.8         Stockholder Agreement by and among Seaena, Inc., Kevin Ryan, and
                U.C. Laser Ltd. dated February 1, 2006 (5)
--------------------------------------------------------------------------------
   10.9         Registration Rights Agreement by and between Seaena, Inc. and
                U.C. Laser Ltd. dated February 1, 2006 (5)
--------------------------------------------------------------------------------
   10.10        Credit Agreement between Seaena, Inc. and North Fork Bank dated
                June 2, 2006 (13)
--------------------------------------------------------------------------------
   10.11        Line of Credit Note dated June 2, 2006 (13)
--------------------------------------------------------------------------------
   10.12        Term Loan Note dated June 2, 2006 (13)
--------------------------------------------------------------------------------
   10.13        Individual Guaranty of Marshall Butler dated June 2, 2006 (13)
--------------------------------------------------------------------------------
   10.14        Individual Guaranty of Kevin Ryan dated June 2, 2006 (13)
--------------------------------------------------------------------------------
   10.15        Unsecured Demand Promissory Note in favor of Kevin T. Ryan dated
                May 31, 2006 (13)
--------------------------------------------------------------------------------


                                       27
<PAGE>
--------------------------------------------------------------------------------
REGULATION
S-B NUMBER                            EXHIBIT
--------------------------------------------------------------------------------
   10.16        Unsecured Demand Promissory Note in favor of Marshall D. Butler
                dated May 31, 2006 (13)
--------------------------------------------------------------------------------
   10.17        Amended and Restated Promissory Note dated December 12, 2006 to
                Kevin T. Ryan (14)
--------------------------------------------------------------------------------
   10.18        Security Agreement for the benefit of Kevin T. Ryan dated
                December 12, 2006 (14)
--------------------------------------------------------------------------------
   16.1         Letter from De Joya & Company (15)
--------------------------------------------------------------------------------
   21.1         Subsidiaries of Crystalix Group International, Inc. (6)
--------------------------------------------------------------------------------
   31.1         Rule 13a-14(a) Certification of Chief Executive Officer
--------------------------------------------------------------------------------
   31.2         Rule 13a-14(a) Certification of Chief Financial Officer
--------------------------------------------------------------------------------
   32.1         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
                Chief Executive Officer
--------------------------------------------------------------------------------
   32.2         Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of
                Chief Financial Officer
--------------------------------------------------------------------------------

----------------------

(1)      Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K, filed October 9, 2002.
(2)      Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K, filed December 4, 2002.
(3)      Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K, filed December 30, 2002.
(4)      Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K, filed January 5, 2006.
(5)      Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K, filed April 5, 2006.
(6)      Incorporated by reference to the exhibits to the registrant's annual
         report on Form 10-KSB for the fiscal year ended December 31, 2002.
(7)      Incorporated by reference to the exhibits to the registrant's
         registration  statement on Form 10-SB, filed March 3, 2000.
(8)      Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K, filed June 22, 2006.
(9)      Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K, filed October 11, 2005.
(10)     Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K, filed November 17, 2005.
(11)     Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K, filed December 1, 2005.
(12)     Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K, filed December 14, 2005.
(13)     Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K, filed July 13, 2006.
(14)     Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K, filed December 27, 2006.
(15)     Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K, filed March 10, 2006.



                                       28
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

         Our auditors are expected to bill approximately $108,000 for the audit
of our 2006 annual financial statements. For the fiscal year ended December 31,
2005, we were billed $105,000 for the audit of our annual financial statements
and review of our Form 10-QSB filings.

AUDIT-RELATED FEES

         There were no fees billed for services reasonably related to the
performance of the audit or review of our financial statements outside of those
fees disclosed above under "Audit Fees" for fiscal years 2006 and 2005.

TAX FEES

         There were no fees billed for tax compliance, tax advice, and tax
planning services for the fiscal years ended December 31, 2006 and 2005.

ALL OTHER FEES

         There were no fees billed for other services for the fiscal years ended
December 31, 2006 and 2005.

PRE-APPROVAL POLICIES AND PROCEDURES

         Prior to engaging our accountants to perform a particular service, our
board of directors obtains an estimate for the service to be performed. The
board in accordance with procedures for the company approved all of the services
described above.


















                                       29
<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      SEAENA, INC.



Date:   April 6, 2007                 By:    /s/ KEVIN T. RYAN
                                         ---------------------------------------
                                          Kevin T. Ryan, Chief Executive Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                TITLE                                            DATE
<S>                                      <C>                                              <C>


                                         Chief Executive Officer and Director
/s/ KEVIN T. RYAN                        (Principal Executive Officer)                    April 6, 2007
------------------------------------
Kevin T. Ryan
                                         Corporate Secretary, Vice President Finance
                                         and Administration and Controller, Interim
                                         Chief Financial Officer (Principal Financial
/s/ PATTY HILL                           and Accounting Officer)                          April 6, 2007
-------------------------------------
Patty Hill



/s/ ROBERT MCDERMOTT                     Director                                         April 6, 2007
------------------------------------
Robert McDermott



                                         Director
------------------------------------
Zvi Dinstein
</TABLE>













                                       30
<PAGE>


                          SEAENA, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2006 AND 2005








                                    CONTENTS

                                                                           PAGE


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                     F-1


CONSOLIDATED FINANCIAL STATEMENTS:

   Consolidated Balance Sheet as of December 31, 2006                       F-2

   Consolidated Statements of Operations and Other Comprehensive
     Loss for the years ended December 31, 2006 and 2005                    F-3

   Consolidated Statement of Stockholders' Equity for the
     years ended December 31, 2006 and 2005                                 F-4

   Consolidated Statements of Cash Flows for the years ended
     December 31, 2006 and 2005                                             F-5

   Notes to Consolidated Financial Statements                               F-6



<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To The Board of Directors and Stockholders of
Seaena, Inc.
Las Vegas, Nevada

We have audited the accompanying  consolidated balance sheet of Seaena, Inc. and
Subsidiaries as of December 31, 2006, and the related consolidated statements of
operations,  comprehensive loss,  stockholders'  deficit, and cash flows for the
years ended December 31, 2006 and 2005. These consolidated  financial statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Seaena,  Inc. and
Subsidiaries  as of December 31,  2006,  and the  consolidated  results of their
operations  and cash flows for the years  ended  December  31,  2006 and 2005 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As discussed in Note 1, the
Company  has  incurred a net loss of  $9,875,464,  used cash for  operations  of
$2,204,745 for the year ended  December 31, 2006, has an accumulated  deficit of
$31,612,052  as of  December  31,  2006 and has a  working  capital  deficit  of
$2,785,386 as of December 31, 2006.  These conditions  raise  substantial  doubt
about the Company's ability to continue as a going concern.  Management's  plans
in  regard  to these  matters  are also  described  in Note 1. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



/s/ DeJoya Griffith & Company, LLC
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

Henderson, Nevada
April 4, 2007




                                      F-1
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                 (FORMERLY CRYSTALIX GROUP INTERNATIONAL, INC.)
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 2006

<TABLE>
<CAPTION>
                                                                                            DECEMBER 31,
                                                                                                2006
                                                                                         ------------------
<S>                                                                                      <C>
                                     ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                                            $         113,877
    Accounts receivable, net of allowance of $166,450                                              577,720
    Inventory                                                                                      981,262
    Other current assets                                                                           142,643

                                                                                         ------------------
TOTAL CURRENT ASSETS                                                                             1,815,502

PROPERTY AND EQUIPMENT, net                                                                      1,124,538
INTANGIBLE ASSETS
    Licenses and related costs, net of accumulated amortization of $902,420                        987,481
    Customer lists and relationships, net of accumulated amortization of $490,000                1,622,500
    Patent, net of accumulated amortization of $273,123                                          1,125,838
    Artwork, net of accumulated amortization of $150,000                                           300,000
OTHER ASSETS                                                                                        16,843

                                                                                         ------------------
TOTAL ASSETS                                                                             $       6,992,702
                                                                                         ==================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses                                                $         688,105
    Accrued expenses                                                                               461,783
    Accrued interest - related party                                                               177,680
    Customer deposits                                                                              217,248
    Notes payable - related party                                                                3,056,072
                                                                                         ------------------
TOTAL CURRENT LIABILITIES                                                                        4,600,888
                                                                                         ------------------

COMMITMENTS AND CONTINGENCIES                                                                          -

STOCKHOLDERS' EQUITY
    Preferred stock - Class A, $0.001 par value; 10,000,000 shares
       authorized; 0 Class A shares issued and outstanding - Preferred stock                           -
    Class B, $0.001 par value; 5,000,000 shares
       authorized; 2,276,795 Class B shares issued and outstanding                                   2,277
    Common stock; $0.001 par value; 50,000,000 shares
       authorized; 8,023,708 shares issued and outstanding                                           8,024
    Additional paid-in capital                                                                  33,993,565
    Accumulated deficit                                                                        (31,612,052)

                                                                                         ------------------
TOTAL STOCKHOLDERS' EQUITY                                                                       2,391,814
                                                                                         ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                               $       6,992,702
                                                                                         ==================
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements

                                      F-2
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                 (FORMERLY CRYSTALIX GROUP INTERNATIONAL, INC.)
       CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

<TABLE>
<CAPTION>
                                                                                              YEARS ENDED DECEMBER 31,
                                                                                         ----------------------------------
                                                                                              2006               2005
                                                                                         ---------------    ---------------
<S>                                                                                      <C>                <C>
REVENUE                                                                                  $    4,272,495     $    3,619,493

COST OF REVENUE                                                                               1,698,844          1,609,464

                                                                                         ---------------    ---------------
GROSS PROFIT                                                                                  2,573,651          2,010,029
                                                                                         ---------------    ---------------
OPERATING EXPENSES
    Payroll and related benefits                                                              1,775,441          1,446,240
    General and administrative                                                                1,953,364          1,498,066
    Depreciation and amortization                                                             1,394,350          1,013,117
    Impairment on goodwill related to UC Laser Ltd.                                           7,348,333                -

                                                                                         ---------------    ---------------
TOTAL OPERATING EXPENSES                                                                     12,471,488          3,957,423
                                                                                         ---------------    ---------------

LOSS FROM OPERATIONS                                                                         (9,897,837)        (1,947,394)
                                                                                         ---------------    ---------------
OTHER INCOME (EXPENSES):
    Gain on cancelation of contracts with licensees                                                 -              302,571
    Settlement with licensee                                                                        -             (250,000)
    Amortization of debt discounts                                                                  -           (2,756,696)
    Interest expense and financing                                                             (396,632)          (988,704)
    Other                                                                                       419,005            (50,803)

                                                                                         ---------------    ---------------
TOTAL OTHER INCOME (EXPENSE)                                                                     22,373         (3,743,632)
                                                                                         ---------------    ---------------

LOSS BEFORE PROVISION FOR INCOME TAXES                                                       (9,875,464)        (5,691,026)

PROVISION FOR INCOME TAXES                                                                          -                  -
                                                                                         ---------------    ---------------

NET LOSS                                                                                 $   (9,875,464)    $   (5,691,026)

OTHER COMPREHENSIVE INCOME
    Foreign Currency Translation Adjustment                                                         -              114,490
                                                                                         ---------------    ---------------

COMPREHENSIVE LOSS                                                                       $   (9,875,464)    $   (5,576,536)
                                                                                         ===============    ===============
NET LOSS PER SHARE - BASIC                                                               $        (1.23)    $        (3.66)
                                                                                         ===============    ===============
WEIGHTED AVERAGE COMMON EQUIVALENT
    SHARES OUTSTANDING - BASIC                                                                8,023,932          1,553,325
                                                                                         ===============    ===============
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements

                                       F-3
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                 (FORMERLY CRYSTALIX GROUP INTERNATIONAL, INC.)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

<TABLE>
<CAPTION>
                                                     PREFERRED STOCK        PREFERRED STOCK                              ADDITIONAL
                                                         CLASS A                CLASS B            COMMON STOCK           PAID-IN
                                                    SHARES    AMOUNT       SHARES    AMOUNT      SHARES     AMOUNT        CAPITAL
                                                ------------------------------------------------------------------------------------
<S>                                              <C>          <C>        <C>        <C>        <C>         <C>         <C>

BALANCE, DECEMBER 31, 2004                        3,920,000   $  3,920         -    $   -      1,060,686   $ 1,061     $ 10,741,484


Shares issued for conversion of debt
  and accrued interest                                                                         5,714,285     5,714       12,092,322
Shares issued to consultants for services                                                         51,429        52           44,948
Shares issued to employees for services                                                          604,285       604          422,396
Shares surrendered in exchange for Crystalix
  Europe subsidiary                                (962,100)      (962)                         (144,514)     (145)        (310,888)
Shares surrendered in exchange for equipment       (110,000)      (110)                          (79,886)      (80)             190
Conversion of Series A preferred stock to
  common stock                                   (2,847,900)    (2,848)                          813,686       814            2,034
Value of beneficial conversion feature in
  connection with convertible note payable                                                                                   30,000
Foreign currency translation adjustment
Net loss

                                                -----------------------  ------------------  ----------------------    -------------
BALANCE, DECEMBER 31, 2005                              -          -           -        -      8,019,971     8,020       23,022,486



Shares issued for services                                                                         3,737         4            4,573
Shares issued in connection with the acquisition
  of UC Laser Ltd.                                                       2,276,795    2,277                               7,966,506
Payments on certain liabilities from a
  shareholder accounted for as capital
  contribution                                                                                                            3,000,000
Net loss

                                                -----------------------  ------------------  ----------------------    -------------
BALANCE, DECEMBER 31, 2006                              -     $    -     2,276,795  $ 2,277    8,023,708     8,024     $ 33,993,565
                                                =======================  ==================  ======================    =============


<CAPTION>
                                                      OTHER
                                                   COMPREHENSIVE     ACCUMULATED
                                                       LOSS           DEFICIT           TOTAL
                                                --------------------------------------------------
<S>                                                <C>             <C>              <C>

BALANCE, DECEMBER 31, 2004                         $   (114,490)   $  (16,045,562)  $  (5,413,587)


Shares issued for conversion of debt
  and accrued interest                                                                 12,098,036
Shares issued to consultants for services                                                  45,000
Shares issued to employees for services                                                   423,000
Shares surrendered in exchange for Crystalix
  Europe subsidiary                                                                      (311,995)
Shares surrendered in exchange for equipment                                                  -
Conversion of Series A preferred stock to
  common stock                                                                                -
Value of beneficial conversion feature in
  connection with convertible note payable                                                 30,000
Foreign currency translation adjustment                 114,490                           114,490
Net loss                                                               (5,691,026)     (5,691,026)

                                                   -------------   -------------------------------
BALANCE, DECEMBER 31, 2005                                  -         (21,736,588)      1,293,918



Shares issued for services                                                                  4,577
Shares issued in connection with the acquisition                                              -
  of UC Laser Ltd.                                                                      7,968,783
Payments on certain liabilities from a
  shareholder accounted for as capital
  contribution                                                                         3,000,000
Net loss                                                              (9,875,464)     (9,875,464)

                                                   -------------   -------------------------------
BALANCE, DECEMBER 31, 2006                         $        -      $  (31,612,052)  $   2,391,814
                                                   =============   ===============================

</TABLE>
       The accompanying notes are an integral part of these consolidated
                              financial statements

                                       F-4
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                 (FORMERLY CRYSTALIX GROUP INTERNATIONAL, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005

<TABLE>
<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                                                   ------------------------------------
                                                                         2006               2005
                                                                   -----------------  -----------------
<S>                                                                <C>                <C>
CASH FLOW FROM OPERATING ACTIVITIES:
  Net loss                                                         $     (9,875,464)  $     (5,691,026)
  Adjustment to reconcile net loss to net cash
  used in operating activities:
     Depreciation and amortization                                        1,394,350          1,013,117
     Provision for doubtful accounts                                            -             (308,000)
     Common stock issued for services                                         4,577            468,000
     Amortization of debt discounts                                             -            2,756,696
     Exchange gain                                                              -              114,490
     Gain on cancelation of contracts with licensees                            -             (302,571)
     Impairment on goodwill related to UC Laser Ltd.                      7,348,333                -
  Changes in operating assets and liabilities:
  (Increase) decrease in:
     Accounts receivable                                                    505,339            559,108
     Inventory                                                              246,443            (40,850)
     Other current assets                                                   117,033             40,345
     Deposits                                                                   -                2,523
  Increase (decrease) in:
     Accounts payable                                                       249,039           (297,743)
     Accrued expenses                                                    (2,456,929)           641,719
     Accrued interest                                                       169,297            983,516
     Customer deposits                                                       93,237             88,071
     Deferred revenue                                                           -             (703,685)
                                                                   -----------------  -----------------
Net cash used in operating activities                                    (2,204,745)          (676,290)
                                                                   -----------------  -----------------

CASH FLOW FROM INVESTING ACTIVITIES:
  Cash acquired with UC Laser Ltd. acquisition                              118,790                -
  Payment for acquisition of subsidiary                                         -             (475,000)
  Cash paid with disposition of Crystalix Europe                                -              (19,887)
  Payments to acquire property and equipment                               (145,471)           (50,503)
                                                                   -----------------  -----------------
Net cash used in investing activities                                       (26,681)          (545,390)
                                                                   -----------------  -----------------

CASH FLOW FROM FINANCING ACTIVITIES:
  Proceeds from issuance of notes payable - related parties               2,378,843            471,500
  Proceeds from issuance of notes payable                                 3,047,616            540,000
  Payments on notes payable - related parties                              (200,000)               -
  Payments on notes payable                                              (2,941,000)               -
                                                                   -----------------  -----------------
Net cash provided by financing activities                                 2,285,459          1,011,500
                                                                   -----------------  -----------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                    -                  -
                                                                   -----------------  -----------------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                                           54,033           (210,180)

CASH AND CASH EQUIVALENTS, Beginning of year                                 59,844            270,024
                                                                   -----------------  -----------------

CASH AND CASH EQUIVALENTS, End of year                             $        113,877   $         59,844
                                                                   =================  =================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest Paid                                                    $            -     $            -
                                                                   =================  =================
  Income taxes paid                                                $            -     $            -
                                                                   =================  =================

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
  ACTIVITIES
    Conversion of debt and accrued interest into common stock      $            -     $     12,098,036
                                                                   =================  =================
    Discounts on convertible notes payable                         $            -     $         30,000
                                                                   =================  =================
    Payments on certain liabilities from a shareholder
      accounted for as capital contribution                        $      3,000,000   $            -
                                                                   =================  =================
</TABLE>
        The accompanying notes are an integral part of these consolidated
                              financial statements

                                      F-5
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION

         Seaena,  Inc.  (formerly  Crystalix  Group   International,   Inc.  and
         Americabilia.com, Inc.) was incorporated under the laws of the State of
         Florida  on August 22,  1989 as a  C-Corporation.  Pursuant  to a Stock
         Purchase  Agreement dated October 4, 2002 between  Crystalix USA Group,
         Inc. ("CUSA") and  Americabilia.com,  Inc.  ("ABIL"),  and a Technology
         License  Agreement  between  Crystalix  USA Group,  Inc. and  Crystalix
         Technology,  Inc.  ("CTI"),  also dated  October  4,  2002,  the former
         shareholders of CUSA and  CTI  acquired  665,714 newly issued shares of
         common stock of ABIL and  7,000,000  shares of ABIL's Class A preferred
         stock with 10 to 1 limited  voting and  conversion  rights only. At the
         date  of  consummation  of  these   transactions,   these  shareholders
         effectively   controlled   approximately   77.6%  of  the   issued  and
         outstanding  common  stock of ABIL and 93.7% of the voting  control and
         ownership of ABIL assuming  conversion of the Class A preferred shares.
         Since the shareholders of CUSA obtained  control of ABIL,  according to
         FASB Statement No. 141 - "BUSINESS  COMBINATIONS," this acquisition has
         been treated as a recapitalization for accounting purposes, in a manner
         similar  to  reverse  acquisition  accounting  except  no  goodwill  is
         recorded.  In accounting for this transaction:

            o     CUSA is deemed to be the purchaser  and surviving  company for
                  accounting purposes.  Accordingly, its net assets are included
                  in the balance sheet at their  historical  book values and the
                  results  of  operations  of CUSA have been  presented  for the
                  comparative  prior  period.  The  statement  of  stockholder's
                  deficit  is that of CUSA  with an  increase  in the  number of
                  shares  outstanding  of 190,548  that  represents  the  shares
                  retained by the ABIL stockholders;

            o     Control of the net assets and  business  of ABIL was  acquired
                  effective October 4, 2002. This transaction has been accounted
                  for as a purchase  of the assets  and  liabilities  of ABIL by
                  CUSA.  The  historical  cost of the net  assets  acquired  was
                  $5,000.

         Effective  November  22,  2002,  the ABIL changed its name to Crystalix
         Group  International,  Inc.  On  November  26,  2002,  ABIL merged with
         Crystalix Group International,  Inc., a Nevada corporation, in a merger
         solely for the purpose of redomicile.


         GOING CONCERN

         The accompanying  consolidated  financial statements have been prepared
         in conformity  with  accounting  principles  generally  accepted in the
         United States of America, which contemplate continuation of the Company
         as a going concern.  The Company incurred a net loss of $9,875,464 with
         cash  used in its operating activities of $2,204,745 for the year ended
         December  31, 2006, and had an accumulated  deficit of  $31,612,052 and
         a working capital deficit  of  $2,785,386  at December 31, 2006.  These
         conditions raise  substantial doubt as to  the  Company's   ability  to
         continue as a going concern. These consolidated financial statements do
         not include any adjustments that might result from the outcome of  this
         uncertainty.

         These consolidated  financial statements do not include any adjustments
         relating to the  recoverability  and  classification  of recorded asset
         amounts,  or amounts and  classification  of liabilities  that might be
         necessary should the Company be unable to continue as a going concern.

                                      F-6
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


         The Company plans to take the following  steps that it believes will be
         sufficient  to provide  the  Company  with the  ability to  continue in
         existence.  On August 17, 2005, the Company purchased a 51% interest in
         LDI, which is the owner of a patent for sub surfacing laser  decorative
         imaging,  providing  exclusive  rights  to the  license  for the  color
         technology.  In addition, on March 31, 2006, the Company consummated an
         Asset  Purchase  Agreement  with U.C. Laser Ltd. of Israel (DBA Crystal
         Impressions).  The Company purchased all of U.C. Laser's assets used in
         conjunction with the marketing,  manufacturing, and distribution of its
         decorative sub surface laser art products.  The assets acquired include
         U.C.   Laser's   subsidiaries,   Crystal   Impressions  and  CIC  Laser
         Technologies  of Shanghai,  China,  as well as U.C.  Laser's  worldwide
         exclusive   license  for  its   innovative   sub  surface  laser  color
         technology.  Management  believes  that this  recent  acquisition  will
         enable the Company to continue as a going concern.  While incorporating
         the strengths and expertise of both Seaena and Crystal  Impressions and
         newly  created  economies  of  scale,  the  Company  believes  that the
         management  team will be able to  achieve  profitable  operations,  but
         there  can be no  assurance  that it will be able to  raise  sufficient
         capital and generate positive cash flows from operations  sufficient to
         sustain  operations.  The  Company is  currently  negotiating  with the
         former  shareholders  of U.C.  Laser to  repurchase  their  shares  and
         seeking to shutdown the unprofitable operations of U.C. Laser.

         PRINCIPLES OF CONSOLIDATION

         The accompanying consolidated financial statements include the accounts
         of  Crystalix  Group  International,  Inc.  and its wholly  owned legal
         subsidiaries,  Crystalix USA Group,  Inc.,  Crystalix  Imaging  Limited
         (d.b.a.  Crystalix  Europe - up to the date of  disposition  October 5,
         2005), Lazer-Tek Designs, Inc., Lazer-Tek Designs Ltd., U.C. Laser Ltd.
         of Israel and its 51% owned subsidiary, Laser Design International, LLC
         (from  the date of  acquisition  August  17,  2005)  (collectively  the
         "Company").  The accompanying  consolidated  financial  statements have
         been  prepared  in  accordance  with  accounting  principles  generally
         accepted in the United  States of America.  All material  inter-company
         accounts and transactions have been eliminated in consolidation.

         STOCK SPLITS

         On March 31, 2006, the Company  effected a  one-for-thirty  five (1 for
         35) reverse stock split of its common stock. All share  information for
         common  shares has been  retroactively  restated for this reverse stock
         split.

         CHANGE OF NAME AND CHANGE IN AUTHORIZED SHARES

         On March 31, 2006, the Company amended its articles of incorporation to
         change the Company name from "Crystalix Group  International,  Inc." to
         "Seaena,  Inc." The  articles  of  incorporation  were also  amended to
         reduce  the  authorized  shares of common  stock  from  300,000,000  to
         50,000,000.


                                      F-7
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


         LINES OF BUSINESS

         The Company  assembles  and sells laser  equipment,  together  with its
         licensed laser  inscription  technology,  to individuals  and privately
         held businesses throughout the United States.

         Lazer-Tek designs, manufactures and sells laser inscribed gift crystals
         to privately  held  businesses and corporate  customers  throughout the
         United States.

         STOCK BASED COMPENSATION

         The Company  accounts for its  stock-based  compensation  in accordance
         with  SFAS  No.  123R,  "Share-Based  Payment,  an  Amendment  of  FASB
         Statement No. ("SFAS") 123." The Company recognizes in the statement of
         operations  the  grant-date  fair  value of  stock  options  and  other
         equity-based compensation issued to employees and non-employees.  As of
         December  31,  2006,  the Company has no options  outstanding  nor were
         there any granted during the years ended December 31, 2006 and 2005.

         USE OF ESTIMATES

         The preparation of consolidated financial statements in conformity with
         accounting  principles  generally  accepted  in the  United  States  of
         America  requires  management to make  estimates and  assumptions  that
         affect the reported  amounts of assets and  liabilities and disclosures
         of contingent  assets and  liabilities at the date of the  consolidated
         financial  statements and the reported  amounts of revenue and expenses
         during the reporting periods. As of December 31, 2006, the Company used
         estimates in determining  the  realization of its accounts  receivable,
         inventory, its intangible assets, and accrued expenses.  Actual results
         could differ from these estimates.

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         For certain of the Company's  financial  instruments,  including  cash,
         accounts receivable,  inventory, other current assets, accounts payable
         and  accrued  expenses,  customer  deposits,  and  related  party notes
         payable the carrying amounts  approximate fair value due to their short
         maturities.

         CASH AND CASH EQUIVALENTS

         For purposes of the statements of cash flows,  the Company defines cash
         equivalents  as all highly  liquid debt  instruments  purchased  with a
         maturity of three months or less, plus all certificates of deposit.


                                      F-8
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005



         CONCENTRATION OF CREDIT RISK

         Financial  instruments,   which  potentially  subject  the  Company  to
         concentrations   of  credit   risk,   consist  of  cash  and   accounts
         receivables.  The Company  places its cash with high quality  financial
         institutions and at times may exceed the FDIC $100,000 insurance limit.
         The Company  extends  credit based on an evaluation  of the  customer's
         financial condition,  generally without collateral.  Exposure to losses
         on receivables is principally  dependent on each  customer's  financial
         condition.  The Company  monitors its  exposure  for credit  losses and
         maintains  allowances for anticipated losses, as required.  The Company
         is currently in negotiations  with existing  distributors over disputes
         regarding  amount owed to the Company for purchases of crystal  blocks.
         Most of these  amounts  in dispute  arose  prior to the  Company's  new
         management  team taking over the operations of the Company.  Since most
         of these  amounts  are 1 to 2 years old,  the  Company  has deemed them
         uncollectible  and  has  established  an  allowance  for  uncollectible
         accounts.   The  Company  regularly  reviews  its  accounts  receivable
         balances  for   collectibility   and   establishes   an  allowance  for
         uncollectible  accounts.  During the years ended  December 31, 2006 and
         2005, the Company recognized $300,498 and $25,209 respectively,  in bad
         debt expense.

         INVENTORY

         Inventory,  consisting  primarily  of solid  blank glass  cubes,  laser
         inscribed gift crystals and related  accessories  and electronic  parts
         and accessories, are valued at the lower of cost (first-in,  first-out)
         or market.

         PROPERTY AND EQUIPMENT

         Property  and   equipment   consisting  of   improvements,   machinery,
         equipment,  computers, furniture and fixtures are recorded at cost, and
         are  depreciated  using the  straight-line  method over their estimated
         useful lives.  Expenditures  for maintenance and repairs are charged to
         earnings  as  incurred;   additions,   renewals  and   betterments  are
         capitalized.  When  property  and  equipment  are retired or  otherwise
         disposed of, the related cost and accumulated  depreciation are removed
         from  the  respective  accounts,  and any gain or loss is  included  in
         operations. A summary of the estimated useful lives is as follows:

                        DESCRIPTION                     USEFUL LIFE

                   Machinery and equipment               5-7 years
                   Vehicles                                5 years
                   Furniture and fixtures                  5 years
                   Computers and software                3-5 years

         IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

         The  Company  accounts  for its  impairment  of  long-lived  assets and
         long-lived  assets to be disposed of in  accordance  with SFAS No. 144,
         Accounting  for the  Impairment or Disposal of Long-Lived  Assets.  The
         Company reviews its long-lived assets for impairment whenever events or
         changes in circumstances  indicate that the carrying amount of an asset
         may not be recoverable. Recoverability of assets to be held and used is
         measured by a comparison  of the carrying  amount of an asset to future
         net cash flows  expected to be generated  by the asset.  If such assets
         are  considered  to be impaired,  the  impairment  to be  recognized is
         measured  by the  amount by which  the  carrying  amount of the  assets
         exceeds  the fair value of the  assets.  Assets to be  disposed  of are
         reported at the lower of the  carrying  amount or fair value less costs
         to sell.


                                      F-9
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


         GOODWILL AND INTANGIBLE ASSETS

         Intangible  assets consist of product and laser  licenses,  capitalized
         software  costs,  website  development  costs,  artwork and copyrights,
         patents,  trademarks, trade names, customer lists and relationships and
         were mostly  acquired  with the purchase of  Laser-Tek,  as well as the
         acquisition  of LDI. In  accordance  with SFAS No. 142,  "Goodwill  and
         Other  Intangible  Assets,"  the Company  evaluates  goodwill and other
         intangible  assets  for  impairment,  at least on an  annual  basis and
         whenever events or changes in circumstances  indicate that the carrying
         value may not be  recoverable  from its  estimated  future  cash flows.
         Recoverability  of goodwill and other intangible  assets is measured by
         comparing  their net book value to the related  projected  undiscounted
         cash flows from these assets, considering a number of factors including
         past operating results,  budgets,  economic projections,  market trends
         and  product  development  cycles.  If the net book  value of the asset
         exceeds the related  undiscounted  cash flows,  the asset is considered
         impaired,  and a second  test is  performed  to  measure  the amount of
         impairment  loss.  Amortization  is  computed  using the  straight-line
         method over the  estimated  useful life of the assets  (3-10  years) as
         follows:

                                                            USEFUL LIFE
               Licenses and related costs                     10 years
               Artwork library                                 3 years
               Customer lists and relationships                5 years
               Trade name and trademark                        5 years
               Patent                                        6-8 years

         For the year  ended  December  31,  2006,  the  Company  recognized  an
         impairment  loss on  goodwill  of  $7,348,333,  which  is  included  in
         impairment  expense  in  the  accompanying  consolidated  statement  of
         operations.  Impairment in 2006 resulted from the Company's  evaluation
         of goodwill  related to U.C. Laser Ltd. in which it was determined that
         such related  goodwill no longer had future economic value, see Notes 2
         and 12 for additional  discussions.  Amortization  expense  amounted to
         $957,143 and  $602,953 for the years ended  December 31, 2006 and 2005,
         respectively.  Amortization  expense for future years is as follows for
         the years ended December 31:

                      2007                          957,145
                      2008                          934,645
                      2009                          784,645
                      2010                          784,645
                      2011                          331,584
                      Thereafter                    243,155
                                               ------------

                                               $  4,035,819
                                               ============

                                      F-10
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


         WEBSITE DEVELOPMENT COSTS

         The Company  accounts for the costs of computer  software  developed or
         obtained  for  internal  use in  accordance  with EITF 00-2 -  "WEBSITE
         COSTS" and  Statement of Position  98-1,  "ACCOUNTING  FOR THE COSTS OF
         COMPUTER SOFTWARE  DEVELOPED OR OBTAINED FOR INTERNAL USE." The Company
         capitalizes   costs  of   materials,   consultants,   and  payroll  and
         payroll-related costs for employees incurred in developing internal-use
         computer  software.  Amortization  is computed using the  straight-line
         method over the  estimated  useful  life of the asset (3 years).  Costs
         incurred during the preliminary project and post-implementation  stages
         are charged to research and development expense.

         CAPITALIZED SOFTWARE COSTS

         The Company  capitalizes  costs incurred for the production of computer
         software that generates the  functionality  within its laser  equipment
         units.  Capitalized costs include direct labor and related overhead for
         software  produced by the  Company  and the cost of software  purchased
         from third  parties.  All costs in the  software  development  process,
         which are  classified  as research  and  development,  are  expensed as
         incurred until technological feasibility has been established ("beta").
         Once  technological  feasibility has been  established,  such costs are
         capitalized  until the  software  has  completed  beta  testing  and is
         available for mass-marketing.  Amortization, a cost of revenue, will be
         provided on a product-by-product basis, using the straight-line method,
         not to exceed  three  years,  commencing  the  month  after the date of
         product  release.  Quarterly,  the  Company  reviews and  expenses  the
         unamortized  cost of any  feature  identified  as being  impaired.  The
         Company also reviews  recoverability  of the total  unamortized cost of
         all features and software products in relation to estimated service and
         relevant  cash  flows  from  revenues  and,  when  necessary,  makes an
         appropriate  adjustment  to  net  realizable  value.   Amortization  is
         computed using the straight-line  method over the estimated useful life
         of the asset (3 years).

         REVENUE RECOGNITION

         LEASE REVENUE
         The  Company  enters  into  licensing  agreements  to lease  its  laser
         equipment  and  its  licensed   laser   inscription   technology   with
         individuals and businesses who open retail establishments to sell laser
         inscribed crystal blocks.  The terms of these licensing  agreements are
         typically  for five years.  The lease  payments  are paid in one or two
         installments,  generally  upfront,  and the  Company  recognizes  lease
         revenue ratably over the term of the contract.

         PRODUCT SALES
         Revenue from the sale of laser  inscribed  products are recognized when
         title  to  the  products  are  transferred  to the  customer  (customer
         acceptance  for  custom  designed  crystals)  and only when no  further
         contingencies or material  performance  obligations are warranted,  and
         thereby have earned the right to receive and retain reasonably  assured
         payments for products sold and delivered. Shipping and handling charges
         are included in gross revenue,  with the related costs included in cost
         of revenue.


                                      F-11
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


         Revenue from the sale of glass cube products is  recognized  when title
         to the products are transferred to the customer-lessee  (upon shipment)
         and  only  when  no  further   contingencies  or  material  performance
         obligations are warranted, and thereby have earned the right to receive
         and retain reasonably assured payments for products sold and delivered.

         ROYALTY REVENUE
         The  Company  also  recognizes   royalty  revenue  from  licensing  its
         technology, only when earned, with no further contingencies or material
         performance  obligations  are  warranted,  and thereby  have earned the
         right to receive and retain reasonably assured payments.

         DEFERRED REVENUE
         Deferred revenue represent amounts received as non-refundable  payments
         upon the signing of the licensing  agreements and delivery of the laser
         equipment,  for  which,  revenue is  recognizable  over the term of the
         agreement  (See  Lease  Revenue).   Deposits  received  from  potential
         customers/lessees,  who have not yet  received  the laser  equipment or
         products, are accounted as refundable customer-lessee deposits.

         COSTS OF REVENUE

         Cost of revenue  includes  raw  materials,  component  parts,  shipping
         supplies,  freight  cost and  customs,  direct  labor,  and an overhead
         allocation based on manufacturing  facility use.  Shipping and handling
         costs are not a significant portion of the cost of revenue.

         During  the  years  ended  December  31,  2006 and  2005,  the  Company
         purchased  products from one vendor that represented  approximately 38%
         and 42% of total cost of revenue.

         ADVERTISING AND MARKETING COSTS

         The Company  expenses  advertising  and  marketing  costs as  incurred.
         Advertising and marketing expense for the years ended December 31, 2006
         and 2005 amounted to $55,389 and $3,632, respectively.

         INCOME TAXES

         The Company  accounts for income taxes in accordance with SFAS No. 109,
         "Accounting  for Income  Taxes."  Deferred  taxes are  provided  on the
         liability  method  whereby  deferred  tax  assets  are  recognized  for
         deductible  temporary  differences,  and deferred tax  liabilities  are
         recognized for taxable temporary differences. Temporary differences are
         the differences  between the reported amounts of assets and liabilities
         and their tax bases.  Deferred  tax assets are  reduced by a  valuation
         allowance  when, in the opinion of  management,  it is more likely than
         not  that  some  portion  or all of the  deferred  tax  assets  will be
         realized.  Deferred  tax assets and  liabilities  are  adjusted for the
         effects of changes in tax laws and rates on the date of enactment.


                                      F-12
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


         EARNINGS (LOSS) PER SHARE

         The Company  reports  loss per share in  accordance  with SFAS No. 128,
         "Earnings per Share." Basic loss per share is computed by dividing loss
         available  to common  shareholders  by the weighted  average  number of
         common shares available.  Diluted loss per share is computed similar to
         basic  loss per share  except  that the  denominator  is  increased  to
         include  the number of  additional  common  shares that would have been
         outstanding  if the potential  common shares had been issued and if the
         additional common shares were dilutive.  Diluted loss per share has not
         been presented since the effect of the assumed  exercise of options and
         warrants to purchase common shares would have an anti-dilutive  effect.
         There were no common  equivalent  shares  outstanding  at December  31,
         2006, and 2005 except for 2,276,795  shares of Class B preferred  stock
         that are  convertible  into  6,505,129  shares of the Company's  common
         stock at December 31, 2006.

         SEGMENT INFORMATION

         The Company follows the provisions of SFAS No. 131,  "Disclosures about
         Segments of an Enterprise and Related  Information."  SFAS 131 requires
         public companies to report financial and descriptive  information about
         their  reportable  operating  segments.   The  Company  identifies  its
         operating  segments  based  on  how  management   internally  evaluates
         separate financial information (if available),  business activities and
         management  responsibility.  The  management  believes it operates in a
         single business  segment.  During the years ended December 31, 2006 and
         2005, Crystalix Europe had net sales of $0 and $286,467, operating loss
         of $0 and  $251,846  and  net  loss of $0 and  $255,332,  respectively.
         Crystalix Europe was disposed of on October 5, 2005.

         COMPREHENSIVE LOSS

         SFAS No. 130, "Reporting Comprehensive Loss," establishes standards for
         the reporting and display of comprehensive income and its components in
         the  financial  statements.  For the years

         ended  December  31, 2006 and 2005,  the foreign  currency  translation
         adjustment  has  been  included  in  the   consolidated   statement  of
         stockholders'  equity  (deficit)  showing  the change in  comprehensive
         loss.

         RESEARCH AND DEVELOPMENT

         Research and development costs are expensed as incurred.

         RECLASSIFICATION

         Certain  reclassifications  have  been  made to the  2005  balances  to
         conform to the 2006 presentation.


                                      F-13
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


         RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In May 2005,  the FASB  issued  FASB  Statement  No.  154,  "Accounting
         Changes and Error Corrections - a replacement of APB Opinion No. 20 and
         FASB  Statement  No. 3". This  statement  replaces  APB Opinion No. 20,
         "Accounting  Changes",  and FASB Statement No. 3, "Reporting Accounting
         Changes in Interim Financial Statements",  and changes the requirements
         for  the  accounting  for  and  reporting  of a  change  in  accounting
         principle.   This  statement   applies  to  all  voluntary  changes  in
         accounting  principle.  It  also  applies  to  changes  required  by an
         accounting pronouncement in the unusual instance that the pronouncement
         does not include  specific  transition  provisions.  This  statement is
         effective  for  accounting  changes  and  correction  of errors made in
         fiscal years beginning after December 15, 2005. Management believes the
         adoption of this  pronouncement  will not have a material effect on our
         financial statements.

         In February  2006,  FASB issued SFAS No. 155,  "Accounting  for Certain
         Hybrid  Financial  Instruments".  SFAS  No.  155  amends  SFAS  No 133,
         "Accounting  for Derivative  Instruments and Hedging  Activities",  and
         SFAF No. 140,  "Accounting  for  Transfers  and  Servicing of Financial
         Assets and Extinguishments of Liabilities".  SFAS No. 155, permits fair
         value  remeasurement for any hybrid financial  instrument that contains
         an  embedded  derivative  that  otherwise  would  require  bifurcation,
         clarifies which interest-only strips and principal-only  strips are not
         subject to the requirements of SFAS No. 133,  establishes a requirement
         to  evaluate  interest  in  securitized  financial  assets to  identify
         interests  that  are  freestanding   derivatives  or  that  are  hybrid
         financial  instruments  that contain an embedded  derivative  requiring
         bifurcation,  clarifies that  concentrations of credit risk in the form
         of subordination are not embedded derivatives,  and amends SFAS No. 140
         to eliminate the prohibition on the qualifying  special-purpose  entity
         from  holding a  derivative  financial  instrument  that  pertains to a
         beneficial interest other than another derivative financial instrument.
         This statement is effective for all financial  instruments  acquired or
         issued  after the  beginning  of the  Company's  first fiscal year that
         begins after  September  15, 2006.  The Company has not  evaluated  the
         impact of this pronouncement its financial  statements.

         In March 2006,  FASB issued SFAS No. 156,  "Accounting for Servicing of
         Financial  Assets - an  amendment to FASB  Statement  No. 140." The new
         standard  requires  recognition of servicing  assets in connection with
         any obligation to service a financial asset arising from 1) a servicing
         contract  entered  into as part of a  transfer  of assets  meeting  the
         requirements  for sale  accounting,  2) the  transfer  of  assets  to a
         special purpose entity in a guaranteed  mortgage  securitization  where
         the transferor retains a controlling interest in the securitized asset,
         or 3) an acquisition or assumption of obligations to service  financial
         assets not related to the servicer or its consolidated affiliates.  The
         servicing  assets  and  liabilities  must be  measured  at  fair  value
         initially, if practicable, and the assets or liabilities must either be
         amortized  or  recorded  at fair  value  at each  reporting  date.  The
         statement  allows  a  one-time   reclassification   for  entities  with
         servicing rights and  subsequently  requires  separate  presentation of
         servicing  assets and  liabilities  at fair value in the  statement  of
         financial  position.  This  statement is effective for the first fiscal
         year  beginning  after  September  15,  2006,  with  earlier   adoption
         permitted.  The Company does not expect this  implementation  to have a
         material effect on our consolidated financial statements.



                                      F-14
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005



         In September 2006, FASB issued SFAS 157 `Fair Value Measurements'. This
         Statement  defines fair value,  establishes  a framework  for measuring
         fair value in generally  accepted  accounting  principles  (GAAP),  and
         expands  disclosures  about fair  value  measurements.  This  Statement
         applies under other  accounting  pronouncements  that require or permit
         fair value measurements, the Board having previously concluded in those
         accounting  pronouncements that fair value is the relevant  measurement
         attribute.  Accordingly,  this  Statement does not require any new fair
         value measurements. However, for some entities, the application of this
         Statement will change current practice. This Statement is effective for
         financial  statements  issued for fiscal years beginning after November
         15, 2007, and interim periods within those fiscal years. The management
         is currently  evaluating the effect of this  pronouncement on financial
         statements.

         In September  2006,  FASB issued SFAS 158  `Employers'  Accounting  for
         Defined Benefit Pension and Other Postretirement Plans--an amendment of
         FASB  Statements No. 87, 88, 106, and 132(R)' This  Statement  improves
         financial   reporting  by  requiring  an  employer  to  recognize   the
         overfunded or underfunded  status of a defined  benefit  postretirement
         plan (other than a multiemployer  plan) as an asset or liability in its
         statement of financial position and to recognize changes in that funded
         status in the year in which the  changes  occur  through  comprehensive
         income of a business entity or changes in unrestricted  net assets of a
         not-for-profit  organization.  This Statement  also improves  financial
         reporting by  requiring  an employer to measure the funded  status of a
         plan as of the date of its year-end  statement  of financial  position,
         with  limited  exceptions.  An employer  with  publicly  traded  equity
         securities  is required to initially  recognize  the funded status of a
         defined  benefit  postretirement  plan  and  to  provide  the  required
         disclosures  as of the end of the fiscal year ending after December 15,
         2006. An employer without publicly traded equity securities is required
         to recognize the funded status of a defined benefit postretirement plan
         and to provide  the  required  disclosures  as of the end of the fiscal
         year ending after June 15, 2007.  However, an employer without publicly
         traded  equity   securities  is  required  to  disclose  the  following
         information  in the notes to  financial  statements  for a fiscal  year
         ending after December 15, 2006, but before June 16, 2007, unless it has
         applied the recognition provisions of this Statement in preparing those
         financial  statements.  The  requirement  to  measure  plan  assets and
         benefit  obligations as of the date of the employer's  fiscal  year-end
         statement  of financial  position is effective  for fiscal years ending
         after  December 15, 2008.  The  management is currently  evaluating the
         effect  of this  pronouncement  on  financial  statements.

         FASB Staff  Position on FAS No.  115-1 and FAS No.  124-1 ("the  FSP"),
         "The Meaning of Other-Than-Temporary  Impairment and Its Application to
         Certain  Investments,"  was issued in November  2005 and  addresses the
         determination of when an investment is considered impaired, whether the
         impairment on an investment is other-than-temporary  and how to measure
         an impairment  loss. The FSP also addresses  accounting  considerations
         subsequent to the recognition of other-than-temporary  impairments on a
         debt security, and requires certain disclosures about unrealized losses
         that have not been recognized as other-than-temporary  impairments. The
         FSP  replaces  the  impairment  guidance on Emerging  Issues Task Force
         (EITF)  Issue  No.  03-1  with  references  to  existing  authoritative
         literature concerning  other-than-temporary  determinations.  Under the
         FSP, losses arising from impairment deemed to be  other-than-temporary,
         must be  recognized  in  earnings  at an  amount  equal  to the  entire
         difference  between  the  securities  cost  and its  fair  value at the
         financial   statement  date,  without  considering  partial  recoveries
         subsequent  to  that  date.  The FSP  also  required  that an  investor
         recognize  other-than-temporary  impairment  losses  when a decision to
         sell a security has been made and the investor does not expect the fair
         value of the security to fully  recover  prior to the expected  time of
         sale.  The FSP is  effective  for

                                      F-15
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


         reporting  periods  beginning  after December 15, 2005. The adoption of
         this  statement  will not have a  material  impact on our  consolidated
         financial statements.

         FASB  Interpretation  48  prescribes  a  recognition  threshold  and  a
         measurement  attribute  for the  financial  statement  recognition  and
         measurement  of a tax  position  taken or expected to be taken in a tax
         return.  Benefits  from  tax  positions  should  be  recognized  in the
         financial  statements only when it is more likely than not that the tax
         position will be sustained upon  examination by the appropriate  taxing
         authority that would have full  knowledge of all relevant  information.
         The amount of tax benefits to be  recognized  for a tax  position  that
         meets the more-likely-than-not recognition threshold is measured as the
         largest  amount of benefit that is greater than fifty percent likely of
         being realized upon ultimate  settlement.  Tax benefits relating to tax
         positions  that  previously  failed  to meet  the  more-likely-than-not
         recognition  threshold  should be  recognized  in the first  subsequent
         financial  reporting  period in which that  threshold is met or certain
         other events have occurred. Previously recognized tax benefits relating
         to  tax  positions   that  no  longer  meet  the   more-likely-than-not
         recognition  threshold  should be derecognized in the first  subsequent
         financial  reporting  period in which that  threshold is no longer met.
         Interpretation  48 also  provides  guidance on the  accounting  for and
         disclosure of tax reserves for unrecognized tax benefits,  interest and
         penalties  and  accounting  in interim  periods.  Interpretation  48 is
         effective  for fiscal years  beginning  after  December  15, 2006.  The
         change in net assets as a result of applying this pronouncement will be
         a change in  accounting  principle  with the  cumulative  effect of the
         change  required to be treated as an adjustment to the opening  balance
         of  retained  earnings  on  January 1,  2007,  except in certain  cases
         involving  uncertainties  relating to income taxes in purchase business
         combinations.  In  such  instances,  the  impact  of  the  adoption  of
         Interpretation  48 will result in an adjustment to goodwill.  While the
         Company analysis of the impact of adopting Interpretation 48 is not yet
         complete, it do not currently anticipate it will have a material impact
         on the Company's consolidated financial statements.

         In September 2006, the Securities and Exchange  Commission issued Staff
         Accounting  Bulletin  No. 108,  "Considering  the Effects of Prior Year
         Misstatements when Quantifying  Misstatements in Current Year Financial
         Statements," ("SAB 108"),which  provides  interpretive  guidance on the
         consideration of the effects of prior year misstatements in quantifying
         current year misstatements for the purpose of a materiality assessment.
         The  Company  adopted  SAB 108 in the  fourth  quarter  of 2006 with no
         impact on its consolidated  financial  statements.

         In February of 2007 the FASB  issued SFAS 159,  "The Fair Value  Option
         for Financial Assets and Financial  Liabilities--Including an amendment
         of FASB Statement No. 115." The statement permits entities to choose to
         measure  many  financial  instruments  and certain  other items at fair
         value.  The  objective is to improve  financial  reporting by providing
         entities  with the  opportunity  to  mitigate  volatility  in  reported
         earnings caused by measuring related assets and liabilities differently
         without  having  to apply  complex  hedge  accounting  provisions.  The
         statement is effective as of the beginning of an entity's  first fiscal
         year that begins after  November 15, 2007. The company is analyzing the
         potential accounting treatment.


                                      F-16
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005



NOTE 2 - ACQUISITIONS AND DISPOSITION

         ACQUISITIONS

         U.C. LASER LTD.

         As of  March  31,  2006,  the  Company  completed  the  Asset  Purchase
         Agreement with U.C.  Laser Ltd.,  entered into on December 29, 2005 but
         to be effective  January 1, 2006, in which the Company purchased all of
         the assets of U.C.  Laser used in  connection  with the  manufacturing,
         distribution and marketing of its decorative  images and products.  The
         assets acquired include U.C. Laser's subsidiaries, U.C. Laser, Inc. and
         CIC  Laser  Technologies  Ltd.,  as  well as  U.C.  Laser's  worldwide,
         exclusive  license to use the colored glass  technology  owned by Laser
         Glass Ltd.

         In  consideration  for the purchased  assets,  the Company  assumed the
         liabilities  arising from or related to the purchased assets and issued
         2,276,795  shares of its Class B Preferred  Stock valued at $7,968,783.
         These shares of Class B Preferred Stock collectively have voting rights
         equal to 45% of all voting rights of all of the Company's capital stock
         outstanding  immediately  after  the  closing,  determined  on a  fully
         diluted  basis.  Each share of Class B Preferred  Stock is  convertible
         into 2.857  shares of common  stock so that  collectively,  the Class B
         Preferred  Shares issued to U.C. Laser are  convertible  into 6,505,129
         shares of the Company's  common stock,  which,  immediately  after such
         conversion,  represent  45% of all  shares of its  capital  stock  then
         outstanding on a fully diluted basis.

         The  acquisition  was  accounted  for  using  the  purchase  method  of
         accounting.  The purchase price of $7,968,783 was allocated to the fair
         value of the  assets  and  liabilities.  Management  believes  that the
         merger  of  these  two  companies   formerly  operating  and  competing
         separately as Seaena and Crystal  Impressions,  will enable the Company
         to increase operational efficiencies and take advantage of economies of
         scale which will enable the Company to continue as a going concern.

         The fair  value of the  assets  acquired  and  liabilities  assumed  is
         summarized as follows:

              Cash                                       $        118,790
              Accounts receivable                                 942,226
              Inventory                                           586,694
              Other current assets                                 75,276
              Property and equipment                              966,847
              Artwork                                             450,000
              Patent                                              550,000
              Customer list                                     2,000,000
              Goodwill                                          7,348,333
              Accounts payable and accrued expenses            (1,667,751)
              Customer deposits                                   (12,519)
              Notes payable                                    (2,789,113)
              Notes payable - related parties                    (600,000)
                                                         -----------------
              Purchase price                             $      7,968,783
                                                         =================


                                      F-17
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005



         The Company has included the  operations of U.C.  Laser from January 1,
         2006.  Artwork,  patent and customer list are being amortized over 3, 8
         and 5 years, respectively.

         The Company is currently  negotiating  with the former  shareholders of
         U.C. Laser to repurchase  their shares and to shutdown the unprofitable
         operations of U.C. Laser. As a result,  the Company has determined that
         a portion of the goodwill  generated as a result of this acquisition is
         not  recoverable,  therefore,  the  Company  has taken a write  down of
         goodwill  in  the  amount  of  $7,348,333,  see  Note  12  for  further
         discussion.

         LASER DESIGN INTERNATIONAL, LLC

         On August 17,  2005,  the  Company  purchased  a 51%  interest in Laser
         Design  International,  LLC, a  California  limited  liability  company
         ("LDI").  The  Company  paid  $708,000  for a 51%  interest  in  LDI as
         follows;  $75,000 deposit already paid; $250,000 at closing and $76,600
         on each of the  following  dates:  December 31,  2005,  April 30, 2006,
         August 31, 2006, December 31, 2006 and April 8, 2007. In addition,  the
         Company paid $150,000 to Norwood Operating  Company,  LLC in connection
         with this  purchase  agreement.  A portion  of the  purchase  price was
         funded by the  convertible  note from the UAJC 2005  Irrevocable  Trust
         (See Note 6). The collateral for the $1,000,000  convertible  note will
         be the Company's 51% ownership in LDI. The  acquisition  was accounting
         for using the purchase  method of  accounting.  The  purchase  price of
         $858,000 was allocated to the fair value of the assets and liabilities.
         LDI is the  owner  of a  patent  for  sub  surfacing  laser  decorative
         imaging,  and also has  exclusive  rights to the  license for the color
         technology.  This  acquisition  of LDI is not  considered a significant
         acquisition,  therefore,  pro forma information has not been presented.
         Minority  interest  has  not  been  recorded  since  LDI's  liabilities
         exceeded their assets at the date of acquisition and LDI incurred a net
         loss from the date of acquisition to December 31, 2005.

         The fair  value of the  assets  acquired  and  liabilities  assumed  is
         summarized as follows:

              Current assets                   $     24,435
              Patent                                848,961
              Other assets                           16,843
              Current liabilities                   (32,239)
                                               -------------
              Purchase price                   $    858,000
                                               =============

         DISPOSITION

         On October 5, 2005, the Company entered into an agreement with a former
         officer  and  director of the  Company  whereby  the Company  agreed to
         exchange  its  Crystalix  Europe  subsidiary  for the  cancellation  of
         962,100 shares of Class A preferred stock and 144,514 shares  of common
         stock that were owned by the former officer and director.  There was no
         gain or loss recognized on this transaction since it was with a related
         party.  The shares of canceled stock in this transaction were valued at
         the  historical   carrying  cost  of  the  Company's  Crystalix  Europe
         subsidiary.


                                      F-18
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 3 - INVENTORY

         Inventory at December 31, 2006, consist of the following:

              Glass blocks, pre-made images and related products   $    949,103
              Electronic parts and accessories                           32,159
                                                                   -------------
                                                                   $    981,262
                                                                   =============

NOTE 4 - PROPERTY AND EQUIPMENT

         Property and equipment at December 31, 2005, consist of the following:

              Computers and equipment (including laser equipment)  $  1,597,019
              Vehicles                                                    4,000
              Furniture and fixtures                                    335,161
              Leasehold improvements                                     41,406
                                                                   -------------
                                                                      1,977,586
               Less accumulated depreciation and amortization          (853,048)
                                                                   -------------
                                                                   $  1,124,538
                                                                   =============

         Depreciation expense for the years ended December 31, 2006 and 2005 was
         $437,207 and $410,164, respectively. During the year ended December 31,
         2005,  the Company  canceled  certain  agreements  with  licensees that
         resulting in the Company transferring  ownership of the equipment under
         leases to the licensee.  The cost and  accumulated  depreciation of the
         equipment  transferred was $1,732,630 and $775,613,  respectively.  The
         Company  recognized a gain of the  cancellation of these  agreements of
         $302,571.

NOTE 5 - LINE OF CREDIT

         The Company  obtained a $1,000,000 line of credit with North Fork Bank.
         The line of credit bears interest at prime plus 1%. This line of credit
         is   guaranteed   by  two  of  the   Company's   stockholders   and  is
         collateralized  by all the assets of the  Company.  As of December  31,
         2006, there is an outstanding balance related to this line of credit.

NOTE 6 - NOTE PAYABLE

         The Company  issued a note  payable to North Fork Bank in the amount of
         $3,000,000.  The note bears interest at prime rate plus 1% and may from
         time to time bear  interest  at the base LIBOR rate plus 3%.  This note
         payable  is  guaranteed  by two of the  Company's  stockholders  and is
         collateralized   by  all  the  assets  of  the   Company   without  any
         reciprocating  consideration from the Company.  During the three months
         ended December 31, 2006, the entire  outstanding  balance of $3,000,000
         was re-paid by a stockholder of the Company  without any  reciprocating
         consideration  from the  Company.  The  repayment  of this  note by the
         stockholder is recorded as a capital contribution.

                                      F-19
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 7 - NOTES PAYABLE - RELATED PARTY

         The  Company  has three notes  payable to one  related  party  totaling
         $3,056,072.  The notes  accrue  interest  at 10% and are  payable  upon
         demand.

NOTE 8 - STOCKHOLDERS' DEFICIT

         COMMON STOCK

         2006

         During the year ended  December  31,  2006,  the Company  issued  3,737
         shares of common stock for services valued at $4,577.

         During the three months ended  December 31, 2006, a stockholder  of the
         Company  re-paid a note payable to the bank in the amount of $3,000,000
         without any reciprocating consideration from the Company. The repayment
         of this note by the stockholder is recorded as a capital contribution.

         2005

         On October 5, 2005, the Company entered into an agreement with a former
         officer  and  director of the  Company  whereby  the Company  agreed to
         exchange  its  Crystalix  Europe  subsidiary  for the  cancellation  of
         962,100 shares of Class A preferred stock and 144,514 share of common
         stock that were owned by the former officer and director.  There was no
         gain or loss recognized on this transaction since it was with a related
         party.  The shares of canceled stock in this transaction were valued at
         the  historical   carrying  cost  of  the  Company's  Crystalix  Europe
         subsidiary.

         On November 26, 2005,  CMKXTREME.COM  and UAJC 2005  Irrevocable  Trust
         converted  an  aggregate  amount  of debt  of  $2,540,000  and  accrued
         interest of $265,265 into  1,342,857  shares of the  Company's  common
         stock.

         On November 28, 2005,  the Company issued 51,429 shares of common stock
         to two consultants for services  rendered valued at $45,000.  The value
         was  determined  by taking the number of shares issued times the market
         value of the Company's stock on the date of issuance.

         On November 28, 2005, the Company converted 2,847,900 shares of Class A
         preferred stock into 813,686 shares of common stock.

         On November 29, 2005,  John Woodward  converted  debt of $1,824,000 and
         accrued  interest of $247,864 into  971,428  shares of the Company's
         common stock.

         On  December 8, 2005,  the Company  entered  into an  agreement  with a
         former  stockholder  of the  Company  whereby  the  Company  agreed  to
         exchange  certain  equipment for the  cancellation of 110,000 shares of
         Class A  preferred  stock and 79,886  shares of common  stock that were
         owned by the stockholder.  There was no gain or loss recognized on this
         transaction  since it was with a related party.  The shares of canceled
         stock in this transaction  were valued at the historical  carrying cost
         of the equipment.

                                      F-20
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005



         On December 9, 2005,  Kevin Ryan converted an aggregate  amount of debt
         of $6,342,938 and accrued interest of $877,969 into 3,400,000 shares of
         the Company's common stock.

         On December 9, 2005,  the Company issued 604,285 shares of common stock
         to certain key employees for services rendered valued at $423,000.  The
         value was  determined  by taking the number of shares  issued times the
         market value of the Company's stock on the date of issuance.

         CLASS B PREFERRED STOCK

         Effective   March  31,  2006,  the  Company  amended  its  articles  of
         incorporation  to  designate  a Class B  preferred  stock.  The Class B
         preferred  stock  has a par  value of  $0.001  per  share and there are
         5,000,000 Class B preferred shares authorized.

         The holders of Class B Preferred  Stock  shall vote  together  with the
         holders of shares of common stock as a single voting group. Each holder
         of Class B Preferred Stock shall be entitled to such number of votes as
         shall be equal to the whole number of shares of common stock into which
         such holder's aggregate number of shares of Class B Preferred Stock are
         then convertible.

         At the  option  of the  holder,  the  Class B  Preferred  Stock  may be
         converted  at any time  into  fully-paid  and  nonassessable  shares of
         common stock,  to the extent that the Company has available  authorized
         and unissued shares of Common Stock to issue upon such conversion.  The
         number of shares of common stock to which a holder of Class B Preferred
         Stock  shall be  entitled  upon such  conversion  shall be the  product
         obtained by multiplying  the Class B Conversion  Rate then in effect by
         the  number of  shares  of Class B  Preferred  Stock  being  converted.
         Currently,  each outstanding  share of Class B Preferred Stock shall be
         converted  into  2.857  shares  of  duly  authorized,  validly  issued,
         fully-paid  and   non-assessable   common  stock.   In  addition,   all
         outstanding  shares of Class B Preferred  Stock  shall be callable  for
         conversion by the Company at any time after the Company has  sufficient
         authorized  shares of common stock available for issuance on conversion
         of all outstanding shares of Class B Preferred Stock. Any such call for
         conversion  shall be for the  conversion of all  outstanding  shares of
         Class B Preferred  Stock,  and shall be effected by delivery of written
         notice of call to the holders of record of the Class B Preferred Stock,
         which  notice  shall   indicate  the  Company's   intent  to  call  all
         outstanding  shares of Class B  Preferred  Stock and shall  specify the
         effective  date of the call.  Upon  such  conversion,  all  outstanding
         shares of Class B Preferred  Stock shall be converted  into at the then
         effective  Class B Conversion  Rate into  authorized,  validly  issued,
         fully-paid and non-assessable shares of common stock.

         In the event that at any time the Company declares or pays any dividend
         on its common stock,  an equivalent  dividend will be declared or paid,
         as applicable,  with respect to outstanding shares of Class B Preferred
         Stock,  determined  based on the total number of whole shares of common
         stock which would be outstanding if all  outstanding  shares of Class B
         Preferred Stock were then converted into Common Stock.

         Upon any  liquidation,  dissolution  or winding up of the Company,  the
         holders of Class B Preferred  Stock shall be entitled to a distribution
         of assets and funds of the Company legally  available for distribution,
         equivalent  to  what  is   distributed  to  holders  of  common  stock,
         determined on an as-if converted basis.


                                      F-21
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


         As of December 31, 2006,  outstanding shares of Class B Preferred Stock
         totaled  2,276,795 as a result of such shares having been issued during
         2006 as consideration  for the acquisition of assets of U.C. Laser Ltd.
         as further discussed in Note 2.

NOTE 9 - INCOME TAXES

         Deferred  income  taxes  reflect  the  net  tax  effects  of  temporary
         differences  between the carrying amounts of assets and liabilities for
         financial  statement  purposes  and the  amounts  used for  income  tax
         purposes.   Significant   components  of  the  Company's  deferred  tax
         liabilities and assets as of December 31, 2006 are as follows:

               Deferred tax assets:
                 Net operating loss                              $    6,032,000
                 Stock issued for services and financing costs        1,808,000
                 Allowance for doubtful accounts                         56,000
                                                                 ---------------
                                                                      7,896,000
               Deferred tax liabilities:
                 Step-up of basis of intangible assets                 (247,000)
                 Depreciation of property and equipment                (694,000)
                 Other basis differences for assets acquired           (251,000)
                                                                 ---------------
                                                                     (1,192,000)
                                                                 ---------------
                 Net deferred tax asset                               6,704,000
                 Less valuation allowance                            (6,704,000)
                                                                 ---------------

                                                                 $           --
                                                                 ===============

         At December  31,  2006,  the Company  had  federal net  operating  loss
         ("NOL") carryforwards of approximately $17,700,000. Federal NOLs could,
         if unused, begin to expire in 2018.

         The valuation  allowance  increased by $685,000 and  $1,368,000  during
         2006 and 2005, respectively.

         The  reconciliation  of the  effective  income tax rate to the  federal
         statutory  rate for the years  ended  December  31, 2005 and 2004 is as
         follows:

                                                           2006          2005
                                                        ----------    ---------
              Federal income tax rate                     (34.0%)       (34.0%)
              State tax, net of federal benefit             --            --
              Loss for which no federal benefit was
                received                                   34.0%         34.0%
                                                        --------       -------
              Effective income tax rate                     0.0%          0.0%
                                                        ========       =======

         Utilization of the net operating loss and tax credit  carryforwards  is
         subject  to  significant  limitations  imposed by the change in control
         under I.R.C. 382,  limiting its annual  utilization to the value of the
         Company at the date of change in  control  times the  federal  discount
         rate.

                                      F-22
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 10 - RELATED PARTY TRANSACTIONS

         During the year ended  December 31, 2006,  the Company paid $21,478 for
         marketing  materials from a company that our President has an ownership
         interest.

         During the year ended  December 31,  2005,  the Company paid $1,357 for
         marketing  materials from a company that our President has an ownership
         interest.

         During the three months ended  December 31, 2006, a stockholder  of the
         Company  re-paid a note  payable  to bank in the  amount of  $3,000,000
         without any reciprocating consideration from the Company. The repayment
         of this note by the stockholder is recorded as a capital contribution.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

         LEASES

         The following is a schedule by years of future minimum rental  payments
         required under operating leases that have non-cancelable lease terms in
         excess of one year as of December 31, 2006:

              Year ending December 31,
                   2007                        $      124,548
                   2008                                63,138
                                               --------------

                                               $      187,686
                                               ==============

         Rent  expense  amounted to $228,299  and  $155,398  for the years ended
         December 31, 2006 and 2005, respectively.

         LITIGATION

         The Company may be named as a defendant in legal  actions  arising from
         its normal  operations,  and from time-to-time is presented with claims
         for damages  arising out of its actions.  The management of the Company
         anticipates  that any damages or  expenses  it may incur in  connection
         with these  actions,  individually  and  collectively,  will not have a
         material  adverse  effect on the Company.  As of December 31, 2006, the
         Company was not a named party to any pending legal  proceedings,  other
         than routine litigation deemed incidental to our business.


                                      F-23
<PAGE>
                          SEAENA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005


NOTE 12 - IMPAIRMENT EXPENSE

         The Company purchased U. C. Laser Ltd. effective January 1, 2006. Based
         on  the  purchase  allocation,   the  Company  assigned  $7,348,333  to
         goodwill.  At the time, the Company believed that this amount was fully
         recoverable based on the due diligence performed before the acquisition
         and on the projections prepared by U.C. Laser Ltd's management.  During
         the fourth quarter of 2006, the Company  determined that U.C. Laser Ltd
         was not generating revenue and expanding into new markets as originally
         expected.  The  Company  has  been  forced  to close  the  unprofitable
         operations and is currently negotiating with the former shareholder for
         the  repurchase  of  the  Series  B  preferred  shares  issued  in  the
         acquisition for a fraction of the original value. Based on the analysis
         performed  by  the  Company  as of  December  31,  2006,  the  goodwill
         recognized  as a result  of the  acquisition  of U.C.  Laser Ltd is not
         recoverable and has been written off.

NOTE 13 - SUBSEQUENT EVENTS

         The Company is currently  negotiating with the former U.C. Laser,  Ltd.
         shareholders  to  repurchase  the 2,276,795  Series B preferred  shares
         issued to them as a result of the Company's  acquisition  of U.C. Laser
         Ltd. The preliminary terms call for the Company to issue a note payable
         in the amount of $400,000 and issue a total of 600,000 warrants with an
         exercise  price of  $0.575 in  consideration  for  return of  2,276,795
         Series B preferred shares.










                                      F-24