CITY OF INDUSTRY, CA -- (Marketwired) -- 07/17/17 -- Sealife Corporation (OTC PINK: SLIF) announced today that it has completed its acquisition of 100% of the outstanding stock of SanaLife Marketing, Inc., making SanaLife a wholly-owned subsidiary. It acquired SanaLife in a private stock for stock exchange with SanaLife shareholders Sealife issued 153,356,704 shares of restricted Sealife common stock to SanaLife shareholders in exchange for all their SanaLife shares.
SanaLife Marketing, Inc. is a global marketer of health and beauty products, and a promoter of various membership and sales plans for the marketing of such products. It began operations in September 2015 from offices located in the City of Industry, California. SanaLife has successful sales throughout various regions in Asia, with plans to increase business to other global regions including Latin America.
SanaLife's revenues consist primarily of both product and membership sales. Primary products are high quality and safe home cooking food products, and infant's consumption products, sold to the growing middle class populations in Asian countries, including China, Taiwan and Hong Kong. The company places a strong emphasis on high quality, natural, wholesome, green and organic products.
SanaLife's health products include high grade oils made for human consumption, including grapeseed oil, olive oil, avocado oil, sunflower oil, and sesame oil. SanaLife also has a line of beauty products consisting of skin creams.
SanaLife offers for sale a variety of membership packages for the purchase and resale of its products at different ranks and prices in U.S. dollars. Purchasers of memberships become independent representatives. A portion of the membership purchases are attributed to product sales and a portion are attributed to Cumulative Value points awarded, which vary depending on the membership rank. Cumulative Value points can be used to purchase Company inventory. Product purchases may also be made without the purchase of a membership package purchase.
Management has entered into several contracts with existing e-commerce portals to distribute the Company's products, as well as with other online platforms. Management has plans to develop additional opportunities and enter into additional relationships to market its products both via internal multi-level distribution memberships and other e-commerce platforms, as well as wholesale through more traditional channels.
SanaLife sources the raw materials and other ingredients for its products and then subcontracts production of products to third party vendors who have FDA approved facilities in and around California. It specifies label design and packaging design for third party vendors.
Sealife Corporation had previously been a dormant shell, having ceased operations in 2009 and having continued its corporate existence without assets or operations. On October 6, 2016, Sealife Corporation changed its domicile from Delaware to Nevada, and Sealife now operates as a Nevada domiciled Corporation.
Beginning in 2009, Sealife began acting as its own transfer agent, and between 2009 and December 2016, Sealife issued a total of 48,056,043 restricted common shares to settle various debts and obligations, acting as its own transfer agent.
In September 2016, new management took control of the corporation, with George Shen becoming its sole officer, director and controlling shareholder, having acquired a total of 72,320,882 outstanding shares in private placement transactions from existing shareholders.
In March 2017, Messrs. Rona Lin (Wenyen), MD, Ph.D., and Lucia Kao (Yuan) were added to the Board of Directors. On March 15, 2017, a total of 500,000,000 shares of restricted common shares were issued to Mr. Shen, in repayment for $40,000 in loans advanced to Sealife, and 75,000,000 shares of restricted common stock were also issued to Mr. Shen in payment for the services rendered by Mr. Shen to Sealife, valued at $120,000. Mr. Shen was both the SanaLife and the Sealife controlling shareholder before SanaLife's acquisition by Sealife, and abstained from voting when the Sealife and SanaLife Boards of Directors approved the SanaLife acquisition.
As of June 29, 2017, Sealife had a total of 870,301,724 shares of common stock outstanding, including the shares issued in the SanaLife acquisition. Sealife has no preferred stock outstanding.
Included below are consolidated 'unaudited' financial statements for Sealife Corporation and its newly acquired wholly owned subsidiary, SanaLife, Inc. for the Fiscal Year ended August 31, 2016.
For the seven months ended of the current fiscal year, ending May 31, 2017, the combined Company on a consolidated basis generated estimated revenues of $2,204,449.06, and realized an estimated pre tax net loss of $-50,429.04. This compares to revenues of $654,141.26, and pre tax net income of $48,407.20 for the first two quarters of the prior fiscal year ending May 31, 2016.
The current Officers and Directors of Sealife Corporation are:
George Shen is the CEO, a director, and the Majority Shareholder of Sealife Corporation. Mr. Shen brings extensive international business experience to his executive and director positions. He has held senior management positions for companies operating in China, Hong Kong, Taiwan, Nicaragua, and Peru. Mr. Shen has worked for or represented Bank of America, Dean Witter (now Morgan Stanley), Clarion Communication in Asia as the President of Asian Operations, and Realforce Energy Group of China, as well as served as a senior advisor for business development for Davis Petroleum in China and in Latin America. Mr. Shen served on the Board of Directors of Justiceville, a Charity for the temporary homeless. Mr. Shen served in the US Marine Corps from 1979 to 1983 and volunteered to go back to the California National Guard post the events of 9/11. Mr. Shen is currently studying tax law at UCLA, having earned a JD degree from Northwestern California School of Law. He received his BS degree in Business Economics from Chapman University. He has also earned an MBA degree from Central China Normal University with a special emphasis on Chinese Banking Reform.
Dr. Rona Lin (Wenyen), MD, Ph.D., serves as a Director of Sealife Corporation and is the President of China Operations for SanaLife. Dr. Lin has worked for many of the leading Chinese medical care company in various capacities including treatment consultant, pharmaceutical development, health food and nutritional development. She was also responsible for developing, and teaching courses and curriculum of the Executive MBA program at the Chin Hwa University, one of the most prestigious universities in China.
Dr. Lin has a MD in General Medicine from Hunan Medical University, and a MD in Traditional Medicine from Beijing Chinese Medical University. She obtained her Ph.D. in Cellular Studies at Auckland University Medical School in Auckland, New Zealand.
Dr. Lin was Associate Dean at Chin Hwa University, School of Advanced Research in High Level Medical Education, from September 2003 - August 2006; Dean for Chinese Chin Hwa University, School of Continuing Education, Department of Medical Care and Public Health, from September 2006 - August 2008; Chief Medical Officer for Herbalife (China), from September 2008 - November 2011; and has served as Chief Operating Officer for Sanalife Marketing Corp., China Region, from March, 2013, to the present. She also serves as the Chairperson for the Tian Tzu Education Fund of Tian Tzu Foundation (within Chin Hwa University, part of the Educational Development Fund).
Ms. Lucia Kao (Yuan) is a Director of Sealife Corporation. She has assisted SanaLife in developing business relationships with suppliers, both in the US and in Asia.
After receiving her Bachelor's degree in Business Administration from Sao Paulo University in Sao Paulo, Brazil, she moved to California and worked in real estate for more than 15 years. Ms. Kao thrived in her real estate career and developed a solid background in her interpersonal and negotiation skills. Ms. Kao was invited by the Chinese community at large in Southern California, to own and manage a private K-12 academy to continue partial Chinese language education for the 2nd and 3rd generation Chinese Americans. In response she created the Asian Education Institute to inspire children and help them realize their full potential. Ms. Kao is currently the Vice President of Administration for Earth Gen Biofuel.
Management intends to use available capital to expand the Sanalife business, and to prepare and file a Disclosure Statement with the OTC Markets, in an effort to remove the stop sign from the Company's listing.
Sealife Corporation's new headquarters is located at 17870 Castleton Street, Ste. 205, City of Industry, CA. 91748. Telephone Number (626) 964-8808.
Forward-Looking Statements:
This news release contains "forward-looking statements" as that term is defined in Section 27A of the US Securities Act of 1933, as amended and Section 21E of the Securities Ex-change Act of 1934, as amended. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, estimates, plans, expectations or intentions regarding the future. Actual results could differ from those projected in any forward-looking statements due to numerous factors, and likely will. Such factors include, among others, the inherent uncertainties associated with new projects and development stage companies. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although management believes that beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate.
SEALIFE CORPORATION AND SUBSIDIARIES
BALANCE SHEET
MARCH 31, 2017
Sanalife
Marketing Sealife
Corp. Corporation TOTAL
------------- ------------- -------------
ASSETS
Current Assets
Checking/Savings
American Plus Bank 42,445.97 0.00 42,445.97
Preferred Bank 21,978.80 0.00 21,978.80
Propay 929.99 0.00 929.99
WF Checking 322.47 0.00 322.47
WF Saving 30,095.81 0.00 30,095.81
Cash 0.00 369.00 369.00
------------- ------------- -------------
Total Checking/Savings 95,773.04 369.00 96,142.04
Other Current Assets
Due from Earth Gen BIofuel 31,000.00 0.00 31,000.00
Due from Maxie 7,000.00 0.00 7,000.00
Loan receivable 126,507.25 0.00 126,507.25
Prepaid Expenses 1,000.00 0.00 1,000.00
Reserve Cash 263,287.15 0.00 263,287.15
Accounts Reveivable 0.00 25,862.00 25,862.00
Inventory 0.00 67,838.00 67,838.00
------------- ------------- -------------
Total Other Current Assets 428,794.40 93,700.00 522,494.40
------------- ------------- -------------
Total Current Assets 524,567.44 94,069.00 618,636.44
Fixed Assets
Furniture and Equipment 698.30 0.00 698.30
Software 40,000.00 0.00 40,000.00
------------- ------------- -------------
Total Fixed Assets 40,698.30 0.00 40,698.30
------------- ------------- -------------
TOTAL ASSETS 565,265.74 94,069.00 659,334.74
============= ============= =============
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
Due to Earth Gen Biofuel -32,832.19 0.00 -32,832.19
Loan -347.00 0.00 -347.00
Wells Fargo Loan 23,192.87 0.00 23,192.87
Accounts Payable 0.00 122,723.00 122,723.00
Accounts Payable -
Shareholders 0.00 650.00 650.00
Accrued Expenses 0.00 56,223.00 56,223.00
Accrued Interest 0.00 87,266.00 87,266.00
Accrued Payroll Taxes 0.00 8,382.00 8,382.00
Accrued Royalties 0.00 4,300.00 4,300.00
Accrued Wages 0.00 75,000.00 75,000.00
Current Long Term Debt 0.00 18,901.00 18,901.00
Notes Payable 0.00 139,000.00 139,000.00
------------- ------------- -------------
Total Other Current
Liabilities -9,986.32 512,445.00 502,458.68
------------- ------------- -------------
Total Current Liabilities -9,986.32 512,445.00 502,458.68
Long Term Liabilities
Note Payable 0.00 201,408.00 201,408.00
------------- ------------- -------------
Total Long Term Liabilities 0.00 201,408.00 201,408.00
------------- ------------- -------------
Total Liabilities -9,986.32 713,853.00 703,866.68
Equity
Capital Stock 281,484.00 0.00 281,484.00
Opening Balance Equity 40,000.00 327,723.00 367,723.00
Retained Earnings 677,275.46 -327,723.00 349,552.46
Net Income -423,507.40 0.00 -423,507.40
Additional paid in capital 0.00 9,266,857.00 9,266,857.00
Common Stock 0.00 4,898.00 4,898.00
Deficit Accumulated 0.00 -9,891,539.00 -9,891,539.00
------------- ------------- -------------
Total Equity 575,252.06 -619,784.00 -44,531.94
------------- ------------- -------------
TOTAL LIABILITIES & EQUITY 565,265.74 94,069.00 659,334.74
============= ============= =============
SEALIFE CORPORATION AND SUBSIDIARIES
PROFIT AND LOSS
FOR THE YEAR ENDED MARCH 31, 2017
Sanalife
Marketing Sealife
Corp. Corporation TOTAL
------------- ------------- -------------
Ordinary Income/Expense
Income
Membership Income 2,105,891.82 0.00 2,105,891.82
Sales 102,183.24 57,204.00 159,387.24
Sales Returns 0.00 -60,830.00 -60,830.00
------------- ------------- -------------
Total Income 2,208,075.06 -3,626.00 2,204,449.06
Cost of Goods Sold
Cost of Goods Sold 209,658.12 0.00 209,658.12
Cost of Sales 0.00 34,420.00 34,420.00
------------- ------------- -------------
Total COGS 209,658.12 34,420.00 244,078.12
------------- ------------- -------------
Gross Profit 1,998,416.94 -38,046.00 1,960,370.94
Expense
Advertising and Promotion 54,084.22 0.00 54,084.22
Automobile Expense 20,146.63 0.00 20,146.63
Bad Debt 48,000.00 0.00 48,000.00
Bank Service Charges 80,724.25 0.00 80,724.25
Commissions 578,450.36 0.00 578,450.36
Computer and Internet
Expenses 126,697.76 0.00 126,697.76
Donation 350.00 0.00 350.00
Gift 2,450.25 0.00 2,450.25
Insurance Expense 349.45 0.00 349.45
International
Operations(China) 80,353.57 0.00 80,353.57
License and permit fees 900.00 0.00 900.00
Meals and Entertainment 14,796.95 0.00 14,796.95
Miscellaneous 48,300.86 0.00 48,300.86
Office Supplies 12,763.34 0.00 12,763.34
Outsider Service 144,276.27 0.00 144,276.27
Payroll Expenses 104,454.00 0.00 104,454.00
Postage 159,582.40 0.00 159,582.40
Professional Fees 162,001.08 0.00 162,001.08
Rent Expense 54,829.00 0.00 54,829.00
Telephone Expense 145.09 0.00 145.09
Travel Expense 104,192.33 0.00 104,192.33
General and Administrative 0.00 277,177.00 277,177.00
Sales and Marketing 0.00 12,500.00 12,500.00
------------- ------------- -------------
Total Expense 1,797,847.81 289,677.00 2,087,524.81
------------- ------------- -------------
Net Ordinary Income 200,569.13 -327,723.00 -127,153.87
Other Income/Expense
Other Income
Interest Income 32.98 0.00 32.98
------------- ------------- -------------
Total Other Income 32.98 0.00 32.98
Other Expense
Ask My Accountant -53,165.95 0.00 -53,165.95
------------- ------------- -------------
Total Other Expense -53,165.95 0.00 -53,165.95
------------- ------------- -------------
Net Other Income 53,198.93 0.00 53,198.93
------------- ------------- -------------
Net Income 253,768.06 -327,723.00 -73,954.94
============= ============= =============
SEALIFE CORPORATION AND SUBSIDIARIES
STATEMENT OF CASH FLOW
FOR THE YEAR ENDED MARCH 31, 2017
Sanalife
Marketing Sealife
Corp. Corporation TOTAL
------------- ------------- -------------
OPERATING ACTIVITIES
Net Income 253,768.06 -327,723.00 -73,954.94
Adjustments to reconcile Net
Income
to net cash provided by
operations:
Due from Earth Gen BIofuel -31,000.00 0.00 -31,000.00
Due from Maxie -7,000.00 0.00 -7,000.00
Loan receivable -126,507.25 0.00 -126,507.25
Prepaid Expenses -1,000.00 0.00 -1,000.00
Reserve Cash -263,287.15 0.00 -263,287.15
Accounts Payable 0.00 122,723.00 122,723.00
Due to Earth Gen Biofuel -32,832.19 0.00 -32,832.19
Loan -347.00 0.00 -347.00
Wells Fargo Loan 23,192.87 0.00 23,192.87
Accounts Reveivable 0.00 -25,862.00 -25,862.00
Inventory 0.00 -67,838.00 -67,838.00
Accounts Payable -
Shareholders 0.00 650.00 650.00
Accrued Expenses 0.00 56,223.00 56,223.00
Accrued Interest 0.00 87,266.00 87,266.00
Accrued Payroll Taxes 0.00 8,382.00 8,382.00
Accrued Royalties 0.00 4,300.00 4,300.00
Accrued Wages 0.00 75,000.00 75,000.00
Current Long Term Debt 0.00 18,901.00 18,901.00
Notes Payable 0.00 139,000.00 139,000.00
------------- ------------- -------------
Net cash provided by
Operating Activities -185,012.66 91,022.00 -93,990.66
INVESTING ACTIVITIES
Furniture and Equipment -698.30 0.00 -698.30
Software -40,000.00 0.00 -40,000.00
------------- ------------- -------------
Net cash provided by
Investing Activities -40,698.30 0.00 -40,698.30
FINANCING ACTIVITIES
Capital Stock 281,484.00 0.00 281,484.00
Opening Balance Equity 40,000.00 327,723.00 367,723.00
Note Payable 0.00 201,408.00 201,408.00
Additional paid in capital 0.00 9,266,857.00 9,266,857.00
Common Stock 0.00 4,898.00 4,898.00
Deficit Accumulated 0.00 -9,891,539.00 -9,891,539.00
------------- ------------- -------------
Net cash provided by
Financing Activities 321,484.00 -90,653.00 230,831.00
------------- ------------- -------------
Net cash increase for period 95,773.04 369.00 96,142.04
------------- ------------- -------------
Cash at end of period 95,773.04 369.00 96,142.04
============= ============= =============
SEALIFE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(U.S. dollars)
Note 1. Descriptions of the Business and Summary of Significant Accounting Policies
Business
We are a global marketer and purchaser of health and beauty products. We have successful sales throughout various regions in Asia. Health products consist of high grade oils made for consumptions which include grapeseed oil, olive oil, avocado oil, sunflower oil, and sesame oil. Beauty products consist of skin creams.
In September 2015, we began operations with our main office located in City of Industry, California.
Principals of Consolidation
The consolidated financial statements include the accounts of Sealife Corporation, a public company, and its wholly owned subsidiary, SanaLife Marketing Corporation. Intercompany account balances are displayed. Sealife Corporation has been inactive as of year 2009, but acquired all of the outstanding stock of SanaLife Marketing Corporation, effective in July of 2017, making SanaLife Marketing Corporation its wholly owned subsidiary.
Revenues
Our revenues consist primarily of membership sales along with product sales. We offer a variety of membership packages at different ranks and prices in U.S. dollars. Purchasers of memberships become independent representatives. Portions of the membership purchases are attributed to sales and Cumulative Value points, which vary depending on the membership rank. Cumulative Value points can be used to purchase company product inventory. Product purchases may also be made without the purchase of a membership package purchase.
Cost of Goods Sold
We purchase products sold through third party wholesale sources. Costs of the products also include label design and packaging which is then used to complete the final products.
Cash and Cash Equivalents
Cash is maintained through a number of company bank accounts. An account with our primary Bank's service is generally used to facilitate transfers of revenue attributed to membership and product sales. Other bank accounts are generally used for transactions through the normal course of operations. Reserve Cash is displayed on the balance sheet and represents a minimum amount of cash based on revenues that our Bank requires us to hold.
Current Liabilities
Loans between our company and Earth Gen Biofuel, a company in which our CEO George Shen is the principle shareholder and CEO, are displayed on the balance sheet. The loans do not bear interest and are due on demand.
Note 2. Additional Information
Inventory
We do not maintain inventory. All products are ordered following purchase and payment and shipped immediately.
Property plant and equipment
We currently have a company vehicle under lease, being used in the normal course of business. The monthly payments are displayed in the financial statements through the Automobile Expense account. Upon acquiring proper documents, an amortization schedule will be prepared using the straight line method for the vehicle to be included as a long term asset along with accumulated depreciation.
Contact:
Paul Knopick
pknopick@eandecommunications.com
940.262.3584
