Studio Duals equipment list

List updated 3/25/07

Mic Preamps

Consoles/Mixers

Yamaha 02R96 with Channel Strip add-on effects, various interface cards, Aardvark Aardsync II digital master clock, meter bridge and 480point Mosses & Mitchell patchbay with Mogami harnesses/patching. API 3124/m 4-ch. mic pre/mixer Roland M-240R portable mixer Mackie 1204 portable mixer
Ten Olde Fort Road Cape Elizabeth ME 04107 TEL: (207) 799-8711 FAX: (207) 799-4139 www.studiodual.com info@studiodual.com

Dual Studio

Neve 1084 mic preamp/eqs (2) Focusrite ISA-115 stereo mic preamp/eq Chandler Limited Germanium 2-ch preamp/DI Chandler Limited TG 2 2-ch preamp/DI Aurora Audio GTQ2 MKIII stereo mic preamp/eq API 3124/m 4-input mic preamp/DI/mixer API 3124+ 4-input mic preamp/DI Chameleon Labs 7602 mic preamp/eqs (2)

Monitoring

Recording & Playback
Radar 24 hard-disk recording system with Nyquist 96K and AES/EBU interface cards, session controller & multiple 36gb drives SADiE ARTEMIS high-resolution digital audio workstation hardware controller, Plextor 8/20 CDR, Exabyte Eliant DDP drive and more Benchmark Media Systems DAC1 Digital to analog converter Alesis Masterlink high-resolution recorder Crane Song HEDD 192 analog & digital processor/converter Dorrough 380E AES/EBU Digital Audio Meter Duplication Towers 7-slave 24X CDR duplicator Otari DTR-8 DAT deck Otari MX5050BII 2-track Marantz PMD-500 double-well cassette deck
Benchmark Media DAC-1 digital-analog converter Meyer Sound HD-1 monitor system Cambridge Acoustics Model Eleven Studio monitoring: Cambridge Acoustics Soundworks (2 sets) Studio phones are Audio-Technica ATH-M40fs powered by a Furman HD-6 system, providing individualized artists mixes Acoustical tuning with RPG components
Analog Signal Processing/EQ

Microphones

API 2500 Stereo Buss Compressor Empirical Labs EL8 Distressors, Brit Mode (2) UREI LA-3A Compressor/Limiters (2) Rupert Neve Designs Portico 5043 Compressor/Limiter Rupert Neve Designs Portico 5042 True Tape Emulation Driver SPL Transient Designer 4 Neve 1084 eqs (2) Focusrite ISA-115 stereo eq Aurora Audio GTQ2 MKIII stereo eq Chameleon Labs 7602 eqs (2) Aphex 9001 processing rack with:
(4) Aphex 9651 Expressor modules (4) Aphex 9611 Expander/Gate modules (3) Aphex 9901 Parametric EQ modules (3) dbx 902 De-Esser modules
B.L.U.E. Bottle tube mic w/B6 & B7 capsules Red Type B body for above Soundelux U99 tube mic Neumann KM-84i (2), modified by Klaus Heyne Microtech-Gefell M930 (2) M-Audio Sputnik tube mic Royer R-121 ribbons (2) BeyerDynamic MC 740 Crown PZM 30RG (2) Electro-Voice RE-20 AudioTechnica ATM-25 Audix D2 (3), D4 & D-6 BeyerDynamic M 201TG Sennheiser MD-504 (4) Naiant MSH-1A (stereo pair) Studio Projects B3 Shure SM57 (3) Radio Shack PZM (2)
FMR Audio RNC stereo compressors (2) in Mercenary Audio rack Motion Sound Pro 3 Leslie-style speaker system Mesa/Boogie Formula Pre guitar processor LittleLabs IBP phase adjust DI, & RedEye re-amp/DI
Digital Signal Processing
Crane Song HEDD 192 analog & digital processor/converter Kurzweil KSP8 Digital Processor Sony DPS-V55 Digital effects unit TC Helicon VoiceOne voice processor TC Electronics D-TWO Digital Delay Sony DPS-M7 Sonic Modulator Sony DPS-R7 Digital Reverberator Antares ATR-1a Auto-Tune Intonation Processor
Our Yamaha 02R96 console provides four powerful onboard digital multieffects processors, plus digital EQ and dynamics processing on every channel.

Synchronization

(Our Radar and SADiE systems can both lock and synchronize to all common sync formats.) Aardvark Aardsync II digital master clock Mark of the Unicorn MIDI Time Pieces (2)

Session planning notes:

Synthesizers and other instruments
Kurzweil PC1X-L controller keyboard / synth Kurzweil PC2R Yamaha TG77 Yamaha TX802 Korg M1R E-MU Proteus/3 World Roland D-550 Roland MKS-70 Roland R-8M Alesis DSystems MIDIBass Pro. EML 101 vintage analog 4-oscillator A 1926 Steinway M grand piano, professionally set up and maintained, is available with advance notice. Some restrictions apply when booking sessions with the Steinway. Please inquire. 1974 Fender Rhodes Stage Piano 1975 Mesa Boogie guitar amp Ampeg SVT-410HE bass speaker cabinet Motion Sound Pro 3 Leslie-style speaker system We also offer a modest arsenal of percussion instruments and a small 1940s vintage Musser marimba.

Computers

Apple Macintosh dual-1.42 Ghz PowerMac G4 (MDD FW800) with 2 GB RAM, 300Gb storage, Pioneer DVR-106D & 100D DVD-R/CD-R Superdrives, Exabyte Eliant drive, NEC FPand Samsung monitors, Lexmark C510 color laser, Epson Stylus Photo 1280 and Brother PT-9200PC printers, Canon N1220U scanner & more. Audio Production Software Performer, Composers Mosaic, Unisyn, 02R librarian, assorted patch libraries. Graphics Software Photoshop, Illustrator, InDesign, GoLive Dimensions, StreamLine and more.

Hundreds of fonts from Adobe, Monotype, URW, Agfa, Emigre, Hot Metal Type, and many other vendors. Many CD-ROMs are available for further selection.
Subject to change without notice yadda yadda yadda We are not responsible for typographical errors yadda yadda yadda

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO Civil Action No.
SECURITIES AND EXCHANGE COMMISSION, Plaintiff,
SEALIFE CORPORATION, ROBERT E. MCCASLIN, ROLAND M. THOMAS, ERT TECHNOLOGY CORPORATION, DOUGLAS A. GLASER, BARRY S. GRIFFIN, JEFFREY A. HAYDEN, MORGAN J. WILBUR 111, Defendants.

COMPLAINT

Plaintiff, Securities and Exchange Commission, alleges as follows for its complaint:

SUMMARY

From about December 2002 through at least August 2003, SeaLife Corporation,
Robert C. McCaslin, Roland M. Thomas, ERT Technology Corporation, Douglas A. Glaser, Barry S. Griffin, Jeffrey A. Hayden, and Morgan J. Wilbur I11 engaged in a scheme that defrauded the investing public by using materially false and misleading public statements and nianipulative stock trading to create an artificial market for, and to sell, stock in SeaLife Corporation without registration or a valid exemption under the federal securities laws.
SeaLife, McCaslin, ERT, and Thomas drafted and caused to be disseminated
materially false and misleading public statements regarding SeaLife to create artificial market demand for SeaLife's stock and to facilitate a distribution of SeaLife stock to the public.
Thomas, ERT, Glaser, Griffin, Hayden, and Wilbur each engaged in
manipulative stock trading in SeaLife stock during the distribution to create an artificial market for the stock, to falsely create the appearance of volume, and to fraudulently interfere with the true supply and denland for the stock. 4. The Defendants caused SeaLife stock to be sold in transactions without
registration or valid exemption under the federal securities laws. 5. After it began trading in early 2003, the price of SeaLife stock reached as high as
$5 per share and fluctuated between $.60 and $2 per share during most of the period that the Defendants engaged in the scheme. As the scheme began to unravel and the Defendants no longer artificially supported the price of SeaLife stock, the stock price declined below $.40 per share where it traded most of the remainder of 2003. However, Defendants continued to distribute SeaLife stock throughout 2003. 6. As a result of the scheme, the Defendants received SeaLife stock proceeds as
follows: Hayden received approximately $633,301 in proceeds; Glaser received approximately $l61,in proceeds; Thomas and ERT received approximately $158,778 in proceeds; Wilbur received approximately $62,928 in proceeds; and Griffin received approximately $5 1,545 in proceeds.

JURISDICTION AND VENUE

The SEC brings this action pursuant to authority conferred on it by Section 20(b)
of the Securities Act of 1933 [15 1J.S.C. 5 77t(b)] and Sections 21(d) and 21(e) of the Securities Exchange Act of 1934 [15 1J.S.C. $$ 78u(d) and 78u(e)]. 8. This Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [ I S U.S.C.

5 77v(a)]

and Section 27 of the Exchange Act [15 U.S.C.

78aal.

Venue lies in this Court pursuant to Securities Act Section 22(a) and Exchange Act Section 27 [15 U.S.C. $5 77v(a) and 78aal. 9. In connection with the transactions, acts, practices, and courses of business
described in this Complaint, the Defendants, directly or indirectly, have made use of the means or instnunentalities of interstate commerce, of the mails, andlor means and instnunents of transportation or communication in interstate commence. 10. Certain of the transactions, acts, practices, and courses of business constituting the
violations of law alleged herein occurred within the District of Colorado. Moreover, Glaser, Griffin, and Hayden reside within this district.

SUMMARY O F VIOLATIONS

SeaLife, McCaslin, Thomas, ERT, Glaser, Griffin, Hayden, and Wilbur
violated the securities registration and antifraud provisions of the federal securities laws: Sections 5(a), 5(c), and 17(a) of the Securities Act [15 U.S.C.
$5 77e(a), 77e(c), and 77q(a)]; and 5
Section 10(b) of the Exchange Act 115 U.S.C. $ 78j(b)], and Rule 1Ob-5 thereunder [17 C.F.R. 240.10b-51; and unless restrained and enjoined will violate such provisions in the future.
Thomas, ERT, Glaser, Griffin, Hayden, and Wilbur violated Rule 101 of
Regulation M [17 C.F.R. provision in the future. 13.
242.1011, and unless restrained and enjoined will violate that
McCaslin, Thomas, ERT, and Glaser violated Sections l3(d)(l) and 16(a) of the
Exchange Act [IS 1J.S.C. C.F.R.
$5 78m(d)(l) and 78p(a)] and Rules
13d-1 and 16a-3 thereunder 117
240.13d-1 and 240.16a-31, and defendants Thomas, ERT, and Glaser violated
Section 13(d)(2) of the Exchange Act [15 U.S.C. 5 78m(d)(2)] and Rule 13d-2 thereunder [17 C.F.R. $ 240.13d-21, and unless restrained and enjoined will violate such provisions in the future. 14. SeaLife, aided and abetted by McCaslin, violated Section 13(a) of the Exchange
Act [IS U.S.C. $ 78m(a)] and Rules 13a-11, 13a-13, and 12b-20 thereunder [17 C.F.R.
240.13a-11, 13a-13, and 12b-201, and unless restrained and enjoined will violate or aid and abet violations of such provisions in the future.

DEFENDANTS

SeaLife Corporation, a Delaware corporation based in Culver City, California,
was formed through a 2002 merger between a closely-held Nevada corporation, also called SeaLife Corporation, and a public shell company named Integrated Enterprises, Inc. Immediately after the merger between these two entities, the resulting public company changed its name to SeaLife Corporation. SeaLife is in the business of manufacturing and selling boat paint and several other products. It is a reporting company pursuant to Section 12(g) of the Exchange Act. SeaLife stock traded under the symbol "SL,IFmon the Over-The-Counter Bulletin Board, a regulated stock quotation service. At relevant times, SeaLife traded at prices under $5 per share and was a penny stock.

Robert E. McCaslin, age 53, is a resident of Marina Del Rey, California.
McCaslin is the president and co-founder of SeaLife. 17. Roland M. Thomas, age 55, is a British citizen who resides in Las Vegas,
Nevada. Thomas is a business consultant and stock promoter who helps take small companies public. Thomas purportedly provided consulting services at times through his company, ERT Technology Corporation.
ERT Technology Corporation is a Delaware corporation wholly-owned by
Thomas. 19. Douglas A. Glaser, age 34, is a resident of Denver, Colorado. Glaser is a
business consultant and stock promoter. He has held securities licenses, but in April 1997, Glaser was barred from association with any broker or dealer by the SEC after an administrative proceeding. 20. Barry S. Griffin, age 39, is a resident of Denver, Colorado. Griffin worked as
an automobile salesman. 21. Jeffrey A. Hayden, age 59, is a resident of Walden, Colorado. Hayden has held
securities licenses, but has not been associated with a broker-dealer or other SEC-registered entity since 1997. 22. Morgan J. Wilbur, 111, age 59, is a resident of Savannah, Georgia. Wilbur is a
business consultant who offers financial services to small companies. He has held securities licenses, but has not been associated with a broker-dealer or other SEC-registered entity since 2000.

FACTS

SEALIFE BECAME PUBLICLY TRADED AND ISSUED STOCK TO THOMAS, AN ERT EMPLOYEE, AND GLASER TO SELL TO THE PUBLIC
23. During 2002, McCaslin became interested in raising capital for SeaLife
Corporation, the private predecessor company to Sea1,ife. McCaslin met Thomas, who agreed to help the company raise capital by generating market interest for the company's stock once it became publicly traded on the securities markets and by selling the stock to the public. Thomas agreed to perform these services in exclzange for "free-trading" stock. 24. In early November 2002, Thomas met Glaser and received a proposal from
Glaser for developing a trading market for SeaLife Corporation stock after the company became
publicly trading on the securities markets. Among other things, Glaser told Thomas that he could arrange for market makers, facilitate nlinimurn trading volume and bid price, and arrange financing. Glaser proposed that one million shares be made available to execute the plan. 25. During November and December 2002, the private company SeaLife Corporation
entered negotiations to merge with Integrated Enterprises i11 order to become a publicly-trading company. At the time, Integrated Enterprises was a Delaware shell corporation whose stock was publicly trading on the Over-The-Counter Bulletin Board. SeaLife Corporation agreed to pay the controlling shareholders of Integrated Enterprises $400,000 to complete the merger and become a publicly-trading company. Because SeaLife Corporation did not have enough cash, it

"Corporate Fact Sheet" and a "Business Plan" for SeaLife which were posted on SeaLife's Internet web site. SeaLife also distributed the Fact Sheet and Business Plan in information packets to potential investors. Both the Corporate Fact Sheet and Business Plan were materially false and misleading for the following reasons, among others: a) The Fact Sheet and Business Plan falsely stated that SeaLife's research, development, and production procedures were complete, allowing the company to focus its resources on marketing and sales, when in fact additional product testing and capital were required. b) The Fact Sheet and Business Plan falsely stated that SeaLife's intellectual property, trade secrets, and proprietary products were worth more than $60 million, when in fact SeaLife's internal undisclosed financial statements valued the same assets at less than $1.5 million. c) The Fact Sheet and Business Plan contained projections that SeaLife would make over $5 million in sales during its first year, and that it would generate large profits from these sales because it had a 70% gross sales margin. SeaLife did not
have sufficient sales to make any claims about its margin and the projections were false and misleading because they lacked disclosure that SeaLife needed to perform more product testing and raise more capital and because SeaLife did not disclose any historical or current financial infonnation with the projections. d) The Fact Sheet and Business Plan failed to disclose that SeaLife and McCaslin had retained Thomas and Glaser as its agents to sell SeaLife stock to raise capital and to pay off the $400,000 that was owed to the former controlling shareholders of Integrated Enterprises for the price of merging with their shell company. The documents also failed to disclose that those former controlling shareholders of Integrated Enterprises could regain control of SeaLife if the $400,000 was not paid to them by converting their preferred stock. 30. In order to create market denland and to sell SeaLife stock, SeaLife, McCaslin,
Thomas, and ERT decided that SeaLife would issue weekly press releases to generate publicity and to facilitate the stock distribution efforts of Thomas, ERT, Glaser, Hayden, Griffin, and Wilbur. SeaLife issued eight press releases during the first three months of trading. The first press release, issued on December 23, 2002, falsely stated that SeaLife's research, development, and production procedures for its "anti-fouling paint products" were complete, when in fact additional product testing and capital were required. 31. None of the eight press releases disclosed that SeaLife and McCaslin had

retained Thomas and Glaser as its agents to sell SeaLife stock to raise capital and to pay off the $400,000 that was owed to the former controlling shareholders of Integrated Enterprises. The press releases also failed to disclose that those former controlling shareholders of Integrated Enterprises could regain control of SeaLife if the $400,000 was not paid to them.
In its Current Report on Fonn 8-K filed with the SEC on December 31, 2002,
Sea1,ife falsely stated: "It is Sealife's belief that it will achieve a substantial penetration of the
bottom coating market within six months while achieving profitability by the end of our first year." This statement was materially false and misleading because Sea1,ife again failed to
disclose the company's need for more product testing and capital. SeaL,ife repeated that false and misleading statement in an amended 8-K filed March 3, 2003. McCaslin signed both the original and amended Forms 8-K. 33. The original and amended Forms 8-K filed on December 3 1,2002 and March 3,
2003, respectively, stated that McCaslin had taken control of SeaLife, but did not disclose that
SeaLife and McCaslin had retained Thomas and Glaser as its agents to sell SeaLife stock to
raise capital to pay off the $400,000 that was owed to the former controlling shareholders of Integrated Enterprises. The SEC filings also failed to disclose that those former controlling shareholders of Integrated Enterprises could regain control of SeaLife if the $400,000 was not paid to them. 34. On April 18, 2003, SeaLife filed a quarterly report signed by McCaslin on Fonn
I 0-QSB for the quarter ended February 28, 2003. The financial statements asserted that SeaLife
had canceled two million shares of preferred stock. When the former controlling sliareholders of Integrated Enterprises saw the filing, they immediately called SeaLife to complain that the canceled stock was coIIatera1 for the $400,000 payment that was owed to them for the shell, which by that time was past due. The controlling shareholders ultimately settled the dispute by agreeing to cancel most of the preferred stock in exchange for SeaLife coinmon stock. 35.

SeaLife reported the settlement in an August 7, 2003, press release falsely stating
that SeaLife management learned of the existence of the preferred stock in July 2003. In fact,
the existence of the prefened stock was disclosed to McCaslin in connection with the merger negotiations with Integrated Enterprises in or before December 2002. Moreover, the preferred stock was reported in Integrated Enterprises' public filings, which were available to SeaLife management at the time of the reverse merger. C. THOMAS, ERT, GLASER, HAYDEN, GRIFFIN AND WILBUR MANIPULATED THE PRICE O F SEALIFE STOCK DIJRING THE PUBLIC DISTRIBUTION 36. Beginning about January 2, 2003 and continuing through March 2003, Thomas,
ERT, Glaser, Hayden, Griffin, and Wilbur worked together to nxinipulate the price of SeaLife stock by engaging in stock trading designed to create an artificial market for the stock, the appearance of volurne, and to interfere with the true supply and demand for the stock. The Defendants' manipulative stock trading occurred while distributing SeaLife stock to the public and was aided by the material false and misleading information disseminated by SeaLife, McCaslin, ERT, and Thomas. 37. The Defendants caused manipulative stock trading in SeaLife stock through
brokerage accounts under their control. a) Thomas controlled t h e e accounts in the name of ERT, one at Spencer Edwards, Inc., a brokerage finn in Denver, Colorado, another at GunnAllen Financial, a brokerage finn in Tampa, Florida, and the third at Fordharn Financial Management, Inc., a brokerage finn in New York, New York. b) Glaser controlled two accounts in his name at Spencer Edwards and one account in his name at GumAllen. c) Hayden controlled accounts in the names of Diamond Key Corporation, Ladan Reserve Inc., and Io James at J. Alexander Securities, a brokerage firnl in Los Angeles, California. Hayden also controlled two accounts at Research Capital
Corporation, a brokerage firm in Vancouver, Canada, one account in his name and the other in the name of Sandwood Investments S.A. Griffin controlled an account in his name at BMA Securities, Inc., a brokerage firni in Rolling Hills Estates, California. Wilbur controlled four accounts in his name, one at Spencer Edwards, another at GunnAllen, a third at Fordham Financial, and a fourth at Raymond James & Associates, a brokerage firm in Ocala, Florida. After receiving stock from SeaLife, Thomas and Glaser followed a pattern of selling large share blocks under their control to Griffin, Hayden, and Wilbur, who then sold the stock into the market. W i l e the distribution was occurring, in order to create artificial volume and fraudulently support the stock price, Thomas, ERT, Glaser, Griffin, Hayden, and Wilbur bought SeaLife stock in the market. For example, between January 9 and March 3 1, 2003, the Defendants made numerous purchases of SeaLife stock in the market as follows: a) Thomas, through ERT, caused or made 13 stock purchases totaling 20,700 shares. b) Glaser caused or made 13 stock purchases totaling 66,160 shares. c) Griffin caused or made 28 purchases totaling 47,700 shares. d) Hayden caused or made 72 purchases totaling 107,200 shares. e) Wilbur caused or made purchases totaling 50,900 shares.

In January 2003, Glaser caused 200,000 shares of SeaLife stock to be transferred
to two nominee entities under the control of Hayden, 100,000 shares to Diamond Key Corporation and 100,000 shares to Ladan Reserve, Inc. Hayden deposited the 200,000 shares in brokerage accounts under his control in the names of those nominees, and then sold the 200,000
shares in large block trades effectively back to himself. The purchasers of the blocks were two other accounts controlled by Hayden at Research Capital. Hayden immediately began reselling SeaLife stock through the Canadian accounts, and continued selling over the next two months in small transactions. While Hayden was selling, Glaser, Griffin, Thomas, Wilbur, and
sometimes Hayden himself purchased the SeaLife stock being sold by Hayden. 40. In January 2003, Thomas received 500,000 shares of SeaLife stock, reissued it in
the name of ERT, and began distributing it through Wilbur. Thomas told Wilbur about SeaLife in early January 2003, and Wilbur's first activity was the purchase of 7,800 shares in nine market transactions at three different broker-dealers. Then, on January 21, 2003, Thomas transferred 50,000 shares of SeaLife stock to Wilbur, which Wilbur deposited into one of his accounts. After receiving the 50,000 shares, Wilbur continued to purchase SeaLife stock in small market transactions through his three accounts to support the price of SeaLife stock. 41. In February 2003, Wilbur sold the 50,000 shares he had received from Thomas
to the broker-dealer who held one of his accounts, along with 10,000 additional shares that he had purchased in the market, at a discount to the prevailing market price. The broker-dealer irnrnediately began selling the stock and sold all 60,000 shares in 17 small trades to market makers between February 4 and February 24,2003. Wilbur continued buying the stock in small transactions in his other two accounts while the broker-dealer was selling. Glaser, Hayden, and Griffin also purchased SeaLife stock at the same time that Wilbur's broker-dealer was selling. 42. Glaser transferred 50,000 shares of his SeaLife stock to Griffin. Griffin had the

stock divided into two certificates, opened a brokerage account, and deposited the stock in the account. Griffin sold 17,500 shares in market transactions between January 22 and February 4, 2003. Griffin then began buying SeaLife stock, and bought and sold the stock extensively
during February and March. By July 2003, Griffin had sold 36,800 of the 50,000 shares that he received from Glaser. 43.
Glaser distributed another 100,000 of his SeaLife shares through another client of
a broker-dealer where he opened an account in January 2003, and helped the distribution with his own purchases, financed in part with cash from Griffin. Glaser, Griffin, Hayden, and Wilbur all made purchases of SeaLife stock during that time which facilitated the distribution. 44.
Thomas made several small purchases and sales of SeaLife stock in an ERT
account in February 2003, and then deposited 400,000 shares into the account. On February 25, 2003, Thomas ordered a block sale of 100,000 shares at a discount. The purchaser sold the stock in multiple trades into the market over the next few weeks, and Thomas supported the rnarket for those sales by buying SeaIJifestock. 45. During the scheme, on numerous occasions, in order to create artificial volume
and fraudulently support the price of the stock, the Defendants engaged in simultaneous or near simultaneous trades of SeaLife stock in the public markets where one or more of the Defendants appeared on both sides of the stock trade. 46.
Hayden participated in fraudulent stock trades in the public markets where he
caused the sale of SeaLife stock from one brokerage account under his control to another brokerage account under his control. For example: a) On January 10, 2003, at 10:54 a.111.~Hayden caused the sale of 500 shares of
SeaLife stock for $1.80 per share from his Sandwood account to his Diamond
Key account. Then, at 12:52 p.m., Hayden caused the sale of another 500 shares of SeaLJifestock for $1.85 per share from his Sandwood account to his Diamond Key account. Then, at 1:21 p.m., Hayden caused the sale of 60,000 shares of
SeaLife stock for $1.60 per share from his L,adan Reserve account to l i s Sandwood and personal accounts. b) On January 16, 2003, Hayden caused three separate sale transactions where SeaLife stock was sold from his Sandwood account to his Ladan Reserve account. The trades occurred as follows: 500 shares for $2.10 per share at 2:08 p.m.; 500 shares for $2.05 per share at 2:46 p.m.; and 500 shares for $2.05 per share at 3:41 p.m.

d) On March 4, 2003, at 2:51 p.m., Hayden sold 2,500 shares from his Sandwood account for $.70 per share to a market maker. One minute later, the market maker sold 2,500 shares for $.70 per share to Griffin's stockbrolcer, who was buying for

Griffin.

49. During the period of manipulative trading, Defendants' trading on numerous days
accounted the majority of trading volume in SeaLife stock in the public markets. For example: a) On January 17, 2003, Defendants' trading accounted for 86% of the total trading volume. b) On Febriary 7, 2003, Defendants' trading accounted for 90% of the total trading volume. c) On February 11, 2003, Defendants' trading accounted for 100% of the total trading volume. d) On February 12,2003, Defendants' trading accounted for 98% of the total trading volume. e) On March 7, 2003, Defendants' trading accounted for 76% of the total trading volurne
THE DEFENDANTS' STOCK MANIPIJLATION UNRAVELED
50. After it began trading in early 2003, the price of SeaLife stock reached as high as
$5 per share and fluctuated between $.60 and $2 per share during most of the period that the
Defendants engaged in the scheme. The Defendants' stock manipulation unraveled during March 2003, when they stopped working together to manipulate the stock price and no capital was provided to SeaLife. As the stock manipulation unraveled and the Defendants no longer artificially supported the price of SeaLife stock, the stock price declined below $.40 per share
where it traded most of the remainder of 2003. However, even after the manipulation unraveled, Defendants continued to distribute unregistered SeaLife stock to the public throughout 2003. E. DEFENDANTS DISTRIBUTED SEALJFE STOCK WITHOUT IWGISTRATION O R VALiID EXEMPTION UNDER THE FEDERAL SECURITIES LAWS 51. During the sche~ne,Defendants SeaLife, McCaslin, ERT, Thomas, Glaser,
Griffin, Hayden, and Wilbur caused SeaLife stock to be sold in transactions without registration or valid exemption under the federal securities laws. Registration on Forrn S-8 was improper because the Defendants sold SeaLife stock in a distribution to raise capital for the company and to promote and maintain the market for SeaLife stock. Defendants distributed nearly 1 million shares of SeaLife stock into the public markets, more than three and a half times the public float of the stock prior to the distribution. 52. As a result of the scheme, the Defendants received SeaLife stock proceeds in
brokerage accounts under their control as follows: Hayden received approximately $633,301 in proceeds; Glaser received approximately $16 l,in proceeds; Thomas and ERT received approximately $158,778 in proceeds; Wilbur received approximately $62,928 in proceeds; and Griffin received approximately $5 1,545 in proceeds. FIRST CLAIM FOR RELIEF FRAUD AND MARKET MANIPULATION Violations of Section 10(b) of the Exchange Act and Rule lob-5 [15 U.S.C. 5 78j(b) and 17 C.F.R. 5 240.10b-51 53. 54. The SEC realleges paragraphs 1 through 52 above. Defendants SeaL,ife, McCaslin, Thomas, ERT, Glaser, Griffin, Hayden, and

Wilbur, directly and indirectly, with scienter, in connection with the purchase and sale of securities, by use of the means or instrumentalities of interstate commerce, or of the mails, have employed devices, schemes or artifices to defraud; have made untrue statements of material fact
or omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or have engaged in acts, practices or courses of business which have been and are operating as a fraud or deceit upon the purchasers or sellers of such securities. 55. Defendants SeaLife, McCaslin, Thomas, ERT, Glaser, Griffin, Hayden, and
Wilbur have violated and, unless restrained and enjoined, will continue to violate Section 1O(b) of the Exchange Act and Rule 1Ob-5. SECOND CLAIM FOR RELIEF FRAUD ANT) MARK_ET MANIPULATION Violations of Section 17(a)(l) of the Securities Act [15 U.S.C. 77q(a)(l)] 56. 57. The SEC realleges paragraphs 1 through 52 above. Defendants SeaLife, McCaslin, Thomas, ERT, Glaser, Griffin, Hayden, and
Wilbur, directly and indirectly, with scienter, in the offer and sale of SeaLife securities, by use of the means or instruments of transportation or communication in interstate commerce or by use of the mails, have employed a device, scheme, or artifice to defraud. 58. Defendants SeaLife, McCaslin, Thomas, ERT, Glaser, Griffin, Hayden, and
Wilbur have violated and, unless restrained and enjoined, will continue to violate Section 17(a)(l) of the Securities Act. THIRD CLAIM FOR RELIEF FRAUD AND MARKET MANIPULATION Violations of Sections 17(a)(2) and (3) of the Securities Act [15 U.S.C. $5 77q(a)(2) and (3)] 59. 60. The SEC realleges paragraphs 1 through 52 above. Defendants SeaLife, McCaslin, Thomas, ERT, Glaser, Griffin, Hayden, and
Wilbur, directly and indirectly, in the offer and sale of SeaLife securities, by use of the means or
instruments of transportation or communication in interstate commerce or by use of the mails, have obtained money or property by means of untrue statements of material fact or omissions to state material facts necessary in order to make statements made, in light of the circumstances under which they were made, not misleading; or have engaged in transactions, practices, or courses of business which have been, and are operating as a fraud or deceit upon the purchasers of SeaLife securities. 61. Defendants SeaLife, McCaslin, Thomas, ERT, Glaser, Griffin, Hayden, and

Wilbur have violated and, unless restrained and enjoined, will continue to violate Sections 17(a)(2) and (3) of the Securities Act. FOURTH CLAIM FOR RlELIEF PURCHASING DURING A DISTRIBUTION Violations of Rule 101 of Regulation M under the Exchange Act [17 C.F.R. 242.1011 62. 63. The SEC realleges paragraphs 1 through 52 above. Defendants Thomas, ERT, Glaser, Griffin, Hayden, and Wilbur, directly and
indirectly, by use of the means or instrumentalities of interstate commerce, or of the mails, in connection with the distribution of securities of SeaLife, for which they were distribution participants; bid for, purchased, or attempted to induce another person to bid for or p~:~rchase, such securities during the restricted periods before they had completed their distribution. 64. Defendants Thomas, ERT, Glaser, Griffin, Hayden, and Wilbur have violated
and, unless restrained and enjoined, will continue to violate Rule 101 of Regulation M under the Exchange Act [17 C.F.R.

5 242.1 011.

FIFTH CLAIM FOR RELIEF FAILURE T O FILE OWNERSHIP REPORTS Violations of Section 13(d)(l) of the Exchange Act and Rule 13d-1 thereunder [15 U.S.C. 5 78m(d)(l) and 17 C.F.R. S240.13d-11 Violations of Section 13(d)(2) of the Exchange Act and Rule 13d-2 thereunder [I5 U.S.C. 5 78m(d)(2) and 17 C.F.R. 5 240.13d-21
The SEC realleges paragraphs 1 through 52 above. Defendants McCaslin, Thomas, ERT, and Glaser acquired or otherwise became,
directly or indirectly, beneficial owners of more than 5 percent of the outstanding common stock of SeaLife, a security registered with the SEC pursuant to Section 12 of the Exchange Act, and each of them failed to timely send to the issuer of the security and to file with the SEC a statement containing the information required by Schedules 13D or 13G concerning their ownership of SeaLife common stock, and Defendants Thomas, ERT, and Glaser failed to make amendments to those schedules when material changes occurred in the facts that required the initial filings.
Defendants McCaslin, Thomas, ERT, and Glaser have violated and, unless
restrained and enjoined, will continue to violate Section 13(d)(l) of the Exchange Act and Rule 13d-1 thereunder; and Defendants Thomas, ERT, and Glaser also have violated and, unless restrained and enjoined, will continue to violate Section 13(d)(2) and Rule 13d-2 thereunder. SIXTH CLAIM FOR RELIEF FAILURE T O FILE OWNERSHIP =PORTS Violations of Section 16(a) of the Exchange Act and Rule 16a-3 thereunder [15 U.S.C. 78p(a) and 17 C.F.R. 240.16a-31
directly or indirectly, beneficial owners of more than 10 percent of the outstanding common stock of SeaLife, a security registered with the SEC pursuant to Section 12 of the Exchange Act,

and each of then? failed to timely file with the SEC a statement of the amount of all equity securities of SeaLife of which they were the beneficial owner, and Thomas, ERT, and Glaser failed to timely file statements indicating changes in such beneficial ownership of SeaLife cornrnon stock. 70. Defendants McCaslin, Thomas, ERT, and Glaser have violated and, unless
restrained and enjoined, will continue to violate Section 16(a) of the Exchange Act and Rule 16a-

3 thereunder.

SEVENTH CLAIM FOR RELIEF SALE O F UNREGISTERED SECURITIES Violations of Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. 55 77e(a) and 77e(c)]

71. 72.

The SEC realleges paragraphs 1 tlvough 52 above. Defendants SeaLife, McCaslin, Thomas, ERT, Glaser, Griffin, Hayden, and
Wilbur, directly or indirectly, made use of the means or instruments of transportation or co~mnunicationin interstate commerce or of the mails to sell securities of SeaLife through the use or medium of a prospectus or otherwise, when no registration statement was in effect as to such securities; or to offer to sell securities of SeaLife through the use or medium of a prospectus or otherwise, when no registration statement was filed as to such securities.
Defendants SeaLife, McCaslin, Thomas, ERT, Glaser, Griffin, Hayden, and
Wilbur have violated and, unless restrained and enjoined, will continue to violate Sections 5(a) and 5(c) of the Securities Act.
EIGHTH CLAIM FOR RELIEF FALSE SEC FILINGS Violations of Section 13(a) of the Exchange Act and Rules 13a-ll,13a-13, and 12b-20 [15 U.S.C. fj 78m(a) and 17 C.F.R. $5 240.13a-11, 13a-13, and 12b-201
The SEC realleges paragraphs 1 through 52 above. Defendant SeaLife, directly or indirectly; and aided and abetted with scienter by
defendant McCaslin, in that he provided knowing substantial assistance to SeaLife; made material false and misleading statements in current reports on Form 8-K and quarterly reports on Form 10-Q filed with the SEC, and failed to include in such reports material information necessary to make the statements, in the light of the circumstances under which they were made, not misleading.
Defendant SeaLife has violated and, unless restrained and enjoined, will continue
to violate, and Defendant McCaslin has aided and abetted, and unless restrained and enjoined will continue to aid and abet violations of, Section 13(a) of the Exchange Act and Rules 13a-11, 13a-13, and 12b-20.

PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that the Court:
Find that Defendants SeaLife, McCaslin, Thomas, ERT, Glaser, Griffin, Hayden, and Wilbur committed the violations alleged.