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

OVERVIEW

INCORPORATION

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

ACQUISITION OF NEVADA CORPORATION

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

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

Sealife Nevada was organized in April of 2002 to acquire, develop and market certain proprietary products invented by Gael Himmah.

At the time of the Acquisition, Sealife Nevada was the parent corporation of Division G, Inc., a Nevada corporation ("Division G"), Sealife Marine Products, Inc., a California corporation ("Sealife Marine"), and Proterra Technologies, Inc. a California corporation ("Proterra"). As a result of the Acquisition, the Company became the parent of Sealife Nevada, which, in turn, was the parent of Division G, Sealife Marine and Proterra.

CHANGE IN FISCAL YEAR

On August 27, 2004, we changed our fiscal year end from May 31 to December 31, as reported on our Current Report on Form 8-K filed August 30, 2004.

BUSINESS OF THE COMPANY

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

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

We have developed a line of products utilizing such "probiotic" technologies for the marine, agricultural and remediation markets. We are in the process of emerging from our last stage as a development company and expect to begin substantial sales and marketing efforts in 2005. During the seven months ended December 31, 2004, we began sales and marketing efforts to launch our marine product, SeaLife 1000(TM) and our agricultural products, NuLagoon(TM) and Soil ResQ(TM). In anticipation of our intended growth and the introduction of additional products to the market, we have implemented a corporate structure whereby each market is served by a separately operated subsidiary or division. Our marine products business is operated by our indirect subsidiary, SeaLife Marine. Our agricultural products business is operated by our indirect subsidiary, ProTerra. Our remediation product business is operated as a division of SeaLife Corporation. We also plan on establishing a research and development division that will focus on the testing and development of existing and new products for each of our subsidiaries and divisions provided sufficient capital can be obtained to fund such division. We have structured our operations in this manner to accommodate a range of products for specific markets that have been and will be developed by us.

SEALIFE MARINE PRODUCTS, INC.

Antifouling paints are used to coat the bottoms of ships to prevent fouling. Fouling, such as barnacles, tubeworms, slime and algae, significantly reduces the speed and performance of any vessel, resulting in increased fuel consumption, extended dry-docking and higher maintenance costs. Traditional anti-fouling paints work by releasing toxic chemicals (biocides) contained in the paint into the water, killing fouling organisms in order to prevent them from attaching to any treated surface In response to the pollution and poisoning of marine life in oceans and waterways, the International Maritime Organization (IMO), a United Nations agency responsible for improving maritime safety and preventing pollutions from ships, adopted an assembly resolution that called on the Marine Environment Protection Committee (MEPC), to develop an instrument, legally binding through out the world, to address the harmful effects

of anti-fouling systems used on ships. As of January 1, 2003, it is illegal to apply or re-apply to any maritime vessel, any anti-fouling paint containing the most commonly used anti-fouling agent, tributyltin (TBT).

SeaLife Marine was formed as a subsidiary of SeaLife Nevada in January 2002 to manufacture, market and distribute a line of environmentally safe, anti-foul, anti-corrosive coatings for the commercial maritime industry, the military, and the recreational boat owner, which coatings comply with the international prohibition on the use of TBT. SeaLife Marine's paint products have been specifically engineered not to leach any biocides, pesticides or other toxins into the marine environment and to be fully compliant with international law.

SEALIFE ANTI-FOULING MARINE PAINT PRODUCTS

SeaLife 1000(TM), SeaLife Marine's premier antifouling marine paint product, is currently in production and for sale by SeaLife Marine. SeaLife 1000(TM) can be applied to hulls on any sized vessel, and any other surface, providing antifouling, anti-corrosive protection in both fresh and salt water. SeaLife 1000(TM) may be applied to steel, aluminum, fiberglass and wood. When SeaLife 1000(TM) comes in contact with water, reactive hydrolysis of its proprietary ingredients begins, which microscopically expands and smoothes the SeaLife coating over the ship's underwater hull surfaces. This results in an undersea hull surface that becomes more uniformly smooth than when it was painted. Field tests using SeaLife 1000(TM) have demonstrated that hulls and other submerged surfaces treated with SeaLife 1000(TM) coatings provide long-term resistance to algae, fungus, shell growth and rust without harming marine life. Management believes that SeaLife's marine coating technology has significant advantages over competing products.

Sealife Marine has also developed and is currently testing SeaLife 1000 XP(TM) and SeaLife 1000 Out-Drive(TM), which are specifically designed to meet the needs of commercial and recreational users, respectively. SeaLife 1000 XP(TM) is a commercial grade of SeaLife 1000(TM) with enhanced features. SeaLife 1000 OutDrive(TM) is specifically designed to reduce corrosion of outdrive units on recreational boats. Marine outdrive damage caused by corrosion can amount to several hundred dollars per year. SeaLife 1000 OutDrive(TM) can be applied to any outdrive thus reducing the serious effects of corrosion.

SeaLife ZMp(TM) is a variant of SeaLife1000(TM) developed and specifically marketed to resist the attachment of Zebra Mussels, which currently infest underwater surfaces and cause problems for marine vessels and underwater facilities in fresh water lakes and streams and rivers in many U.S. states.

Our anti-foul paint has been approved for sale by the United States Environmental Protection Agency (USEPA), the California Environmental Protection Agency (CAEPA), the Washington State Department of Agriculture (WADOA) and the Florida State Department of Agriculture and Consumer Services (FDACS).

THE MARKET FOR ANTIFOUL PAINT

The magnitude of world maritime usage of anti-foul paints is estimated to exceed $8 billion in annual sales. The toll that marine growth can take on a vessel's performance is considerable. A barely visible 10 micro/meter (1%) increase in average hull roughness for a single ship, such as a bulk carrier, can equate to as much as 1,700 tons of additional fuel use over the course of one year due to fouling and subsequent frictional surface resistance. Since fuel costs can amount to as much as 50% of the total operating costs for such ships, increasing fuel costs could increase the cost of operating such ships as much as $2 million per year, depending on the size of the ship.

It is estimated that annual consumption of fuel by the world's fleet of ships totals approximately $18 billion. A fouled hull can increase fuel consumption by as much as 50%, making an effective anti-foul coating paramount to the owners and operators of any ship. Removing this growth is also a punishing procedure, as the fouling is bonded with a virtually unbreakable grip. Dry-docking for the purpose of cleaning and re-coating a hull with fresh anti-foul paint is costly because of the expenses associated with maintenance and the loss of business due to inactivity.

SeaLife Marine's potential customers include individual pleasure boat owners, shipping lines and cruise lines, commercial fishermen and their nets, boat and ship manufacturers, boat and ship maintenance facilities, shipping ports, marinas, and offshore drilling platforms. The United States military, including the Coast Guard and the United States Navy are part of the Company's anticipated market, as are the hundreds of marine product distributors worldwide.

SeaLife Marine's newest product, SeaLife ZMp(TM), is one of only a few products that prevents the attachment of Zebra mussels to a variety of surfaces. The Zebra mussel is the only fresh water mollusk that can firmly attach itself to solid objects such as water intake pipes of power plants and water treatment facilities, submerged rocks, dock pilings and boat hulls, and has therefore become a large problem throughout the United States.

SeaLife has also recently developed a new line of protective coatings for marine application, including SeaLife HBE (High Build Epoxy) primers that are formulated be used as a protective undercoating on metal surfaces. SeaLife has also developed SeaLife HGF (High Gloss Finish) for surfaces above the water line and SeaLife MZP (Marine Zinc Primer). The extended product line allows SeaLife to bid on all surfaces of a ship, not just the underwater surfaces.

COMPETITION

The marine coatings market is highly competitive, with the world's major paint manufacturers seeking to develop environmentally compatible products in order to meet the stringent requirements mandated by the IMO. Marine coating companies, such as Akzo-Nobel N.V. (owner of International Paints), Ciba Specialty Chemicals AG, Clariant AG, The Dow Chemical Company, and DuPont Corporation, among others, are well-established, have extensive research and development facilities, are well capitalized and command the majority of the multi-billion dollar chemical manufacturing industry. In addition, a number of these companies were early pioneers of chemical and coating products and enjoy significant brand recognition and market share.

Several smaller coating-and bio-tech companies, as well as researchers at universities around the world, are also in the process of developing environmentally safe marine coatings, using a variety of methods and ingredients.

GOVERNMENT REGULATION

Anti-fouling marine paints are subject to both Federal and State environmental and safety regulations in the United States, and similar regulation in other countries. As stated above, our anti-foul paint has been approved by the USEPA, CAEPA, WADOA and FDACS. The approval by these agencies allows us to sell our anti-foul paint in every state except Virginia and Texas, where we intend to apply for approval in the near future. We have received approval to import our anti-foul paint into South Africa, and have applied for, but not yet received, approval to it in Canada and Sweden. Additional approvals will generally be required to sell our anti-foul paint in other foreign jurisdictions.

MANUFACTURING & DISTRIBUTION

SeaLife Marine out sources its manufacturing in order to maintain a low manufacturing overhead. At this time, SeaLife Marine uses an entity owned and operated by Gael Himmah, its chief consulting scientist, as its sole manufacturing source. As demand increases, SeaLife Marine intends to outsource its manufacturing to a variety of independent manufacturing facilities in the Untied States. The manufacturing process for our paint does not require significant retooling. Therefore, if necessary, suppliers could be replaced without a significant disruption in production.

We began shipping SeaLife 1000(TM) in June 2004. We have engaged Brokers Unlimited Incorporated ("BUI") as our exclusive worldwide sales and marketing agent for Sealife Marine. Over the past seven months BUI has established distributors in the United States and Sub-Sarahan Africa.

In the United States, we have distributors engaged to sell our anti-foul paint products on the east coast from Maine to Virginia, and in the south central United States, including Louisiana and Texas. We are now actively marketing SeaLife 1000(TM) throughout the United States, and in California, New York and Louisiana, in particular. Although we are continuing to actively pursue additional distributor relationships throughout the world, and specifically in the southeast United States. Due to limited funding the company has curtailed the bulk of its international marketing activities and is currently focusing primarily on the U.S. market.

Our South African distributor is responsible for distributing our products throughout the Sub-Sahara territory of Africa which includes forty-nine countries, including South Africa. Presently, SeaLife 1000(TM) has been approved for importation by the South African government but we will require approval from the South African Bureau of Standards ("SABS") to distribute SeaLife 1000(TM) within South Africa. We expect that approval before the end of 2005. SABS is not required to import SeaLife 1000(TM) into South Africa, however, we believe that the SABS approval is necessary to effectively market our products in South Africa.

PATENTS

We have not patented the manufacturing formula for our marine paint products. When a patent is filed it requires the disclosure of all processes and formulas required to manufacture the product. Due to the difficulty of a competitor "reverse engineering" the SeaLife Marine formulas and the problems inherent with the ease of patent formula duplication by potential competitors worldwide if the formula is disclosed, we have elected to keep the formulas for its marine paint confidential as a trade secret. As a result, no patents have been filed for our marine paint products.

PROTERRA TECHNOLOGIES, INC.

We have developed a line of products to meet the growing demand to find simple, environmentally responsible, solutions to the growing problems associated with the agriculture marketplace, a global market. These products are manufactured, marketed and distributed by our indirect subsidiary, ProTerra Technologies, Inc. Damaged soils, the result of the overuse of fertilizers and pesticides, and the growing concern of farmers to protect themselves from increasing scrutiny and government regulation, provide an active and growing market for environmentally safe soil conditioners and waste treatment systems.

NULAGOON(TM)

The ProTerra product NuLagoon(TM) is fully developed and in production. NuLagoon(TM) is a treatment system that can be applied to the surface of any waste lagoon as an alternative to dredging. NuLagoon(TM) combines many strains of microbes, some only recently discovered, with advanced

agricultural science utilizing proprietary media culture and micro nutrients. The microbes break down the waste materials in lagoons by digesting the waste into water and carbon dioxide. Mechanical dredging is expensive and labor intensive, and involves noxious odors prevalent throughout the lagoon evaporation and dredging cycles. NuLagoon(TM) additives work 24 hours a day to keep lagoons liquefied, deodorized and free from heavy sludge layers. The treatment system reduces manure sludge buildup, reduces odors, reduces nitrate leaching into groundwater, significantly reduces flies and insects around lagoons, works quickly, and is a fraction of the cost of mechanical dredging.

SOIL RESQ(TM)

Soil ResQ(TM) is an environmentally safe soil conditioner, designed to improve poor soil conditions, buffer toxic salts, maintain a well-balanced soil structure, and promote vigorous plant growth. The product is being developed to work with conventional fertilizers, optimizing the fertilizer benefit for large scale applications to agricultural and park properties.

Soil ResQ(TM) has been tested extensively and management views the results as promising. Testing on county golf courses located in Sacramento, California has demonstrated that Soil ResQ(TM) has repaired soil, returning grass damaged by chemical intrusion and brown areas to full health. The same tests indicated a substantial reduction in water requirements. Other tests conducted in India, on banana crops, have resulted in measurable yield increases. Tests conducted in Japan have also yielded positive results. Tests of Soil ResQ(TM) have also been conducted in Colombia, South America, Algeria, Walnut Creek and Sacramento, California.

THE MARKET FOR PROTERRA PRODUCTS

The intended market for ProTerra's products is the global agricultural market, golf courses and parks. Currently, we are focusing on marketing Proterra's products for agricultural use in the United States, particularly in California and Texas.

COMPETITION

The Company is not aware of any product currently on the market similar or equivalent to SoilResQ(TM). However, several companies currently produce microbe-based products which are claimed to function similarly to NuLagoon(TM). No single manufacturer has emerged as a leader in the market.

GOVERNMENT REGULATION

ProTerra products, and its competitors' equivalents are generally not subject to Federal or State environmental or safety regulations because the products do not contain any significant concentration of regulated materials. However, many foreign countries have import restrictions and our products may require approval in such countries prior to import.

MANUFACTURING AND DISTRIBUTION

ProTerra currently outsources its manufacturing. As demand increases, ProTerra intends to outsource its manufacturing to a variety of independent manufacturing facilities in the United States. The manufacturing process does not require significant retooling. Therefore, if necessary, suppliers could be replaced without significant disruption in production. Although it has no distributors currently engaged, ProTerra intends to market and sell its products through distributors.

PATENTS

We have not patented the manufacturing formula for the ProTerra products. When a patent is filed it requires the disclosure of all processes and formulas required to manufacture the product. Due to the difficulty of a competitor "reverse engineering" the ProTerra product formulas and the problems inherent with the ease of patent formula duplication by potential competitors worldwide if the formula is disclosed, we have elected to keep the formulas for our products as confidential trade secrets. As a result, no patents have been filed for our ProTerra products.

SEALIFE CORPORATION REMEDIATION DIVISION

SOIL REMEDIATION

Soil Remediation is the process of cleaning soil that has been contaminated with potentially dangerous toxins. The Remediation Division, with its line of soil remediation products, intends to focus on large scale commercial and municipal customers. Although the remediation products can be used on a small scale, the Company intends to develop associations with companies already established in the highly regulated remediation business. The U.S. Government, through the "Brownfields Act" has set aside billions of dollars to assist in the cleaning and remediation of soil contaminated with gas, diesel, and solvents that have been discharged into the soil for decades, maliciously or accidentally, by companies in the United States. Gas stations with leaking storage tanks have been the primary cause for soil contamination from coast to coast.

SOILDTOX(TM)

Toxins such as, diesel fuel, MTBE, gasoline, etc. can be removed from soil using SoilDtox(TM) bioremediation technology. The product is under development as a new bio-remediation process to remediate soil contaminated with high concentrations of environmentally damaging hydrocarbons, commonly found beneath industrial sites such as gas stations, airports and oil fields. SoilDtox(TM) relies on a proprietary blend of microbials that function as an active agent to actually digest the contamination locked deep in the soil. Among the many benefits of using microbial agents to clean contaminated soils is that no toxic residue is left behind. The by-products of this natural process are water and carbon dioxide, which are absorbed by plants and trees to produce oxygen.

SoilDtox(TM) is a dry blend of live, synergistic, naturally-occurring microbes which digest both short aNd long chain hydrocarbons and other organic pollutants including mineral oils, gasoline, diesel, jet fuel, kerosene, non-synthetic cutting oils, sludge, coal tar, aromatics, acetone, methyl acetate, dichloromethane, dichloroethane, ethylacetate, hexane, butylacetate, ethylbenzene, heptane, benzene, naphthalene, anthracene, ethylene, toluene, xylene, phenol, crude oil and refined petroleum products.

GOVERNMENT REGULATION

Soil detoxification is heavily regulated. Products are regulated for their effectiveness in cleaning the soil and their individual formulations. The USEPA, State regulatory authorities and the respective city where the clean-up site is proposed often oversee contaminated sites. Testing for the effectiveness of a remediation product by the USEPA, state regulatory authorities and cities where a clean up site is proposed is a lengthy process. However, once a product is approved it can be used at any location. None of the ingredients used in SoilDtox(TM) are currently regulated by the USEPA and we do not expect that any of these ingredients will Be regulated in the future.

PATENTS

We have not patented the manufacturing formula for SoilDtox(TM). Due to the difficulty of a competitOr "reverse engineering" the SoilDtox(TM) formula and the problems inherent with the ease of patent formula duplicatiOn by potential competitors worldwide if the formula is disclosed, we have elected to keep the formulas for SoilDtox(TM) as confidential trade secrets. As a result, no patents have been filed for SoilDtox(TM).

OTHER PRODUCTS

The Remediation Division has a number of additional products that it anticipated developing in the future. Management expects that these products will be developed and marketed to break down grease into components that can be properly disposed of in the sewer system (GreaseBeast(TM)), assist in cleaning aNd detoxifying sewer toxins (MuniMix(TM)), and permanently deodorize the most difficult odors (OdorMeister(TM)).

SEALIFE CORPORATION DEVELOPMENT STAGE DIVISION

The research and development is the lifeblood of any technology-driven company. We intend to form a Development Stage Division to function as our research and development group when sufficient capital is available. Currently, we cannot estimate when such capital will be available and therefore are not in a position to project when such a division will be formed.

EMPLOYEES

At December 31, 2005, we had four employees, including three who are officers of SeaLife Corporation or Sealife Marine.