UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

(Mark One) 

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

 

For the quarterly period ended August 31, 2013

 

or

 

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

 

For the transition period from ______________ to ______________

 

Commission File Number: 333-175590

 

SEALAND NATURAL RESOURCES INC.

(Exact name of registrant as specified in its charter)

  

Nevada		45-2416474
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

50 W. Liberty Street #880 Reno, Nevada		89501
(Address of principal executive offices)		(Zip Code)

 

 (702) 530-8665

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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    ¨ No x

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes    x  No    ¨

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer  ¨   (do not check if smaller reporting company)	Smaller reporting company x

 

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

 

As of January 15, 2014 there were 2,579,625 shares of common stock, $0.001 par value issued and outstanding.

 

 

 

EXPLANATORY NOTE

 

We are filing this Amendment No. 1 on Form 10-Q/A (the “Amended Filing”) to our Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2013 originally filed with the Securities and Exchange Commission (“Commission”) on October 15, 2013 (the “Original Filing”) to restate our financial statements for the period ended August 31, 2013 which did not properly account for previously unrecognized receivables collected, general operating expenses incurred, and additional sales in your Denmark account.

 

Description of Restatement

 

Upon reconciliation of outstanding accounts receivables, it was observed that pending receivables outside the U.S. had been deposited into the Company’s bank account with Sydbank in Denmark instead of our U.S. Bank account. Payments to various service vendors were withdrawn from that account, as well. As a result of the restatement, revenue increased from $12,753 to $42,067, cash increased from $104,481 to $131,310, earning per share loss increased from $(0.09) to $(0.12) and cash flows from operating activities net income (loss) increased to $(433,086).

 

Items Amended in this Filing

 

This Amended Filing amends and restates the following items of our Original Filing for the quarterly period ended August 31, 2013:

Part I – Item 1. Financial Statements, including Note 3 Restatement of Previously Issued Financial Statements

Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Part I – Item 4. Controls and Procedures

Part II – Item 6. Exhibits

 

In accordance with applicable Commission rules, this Amended Filing includes new certifications as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) from our Principal Executive Officer and Principal Financial Officer dated as of the date of filing this Amended Filing.

 

Except for the items noted above, no other information included in the Original Filing is being amended or updated by this Amended Filing. This Amended Filing continues to describe the conditions as of the date of the Original Filing, and, except as contained herein, we have not updated or modified the disclosures contained in the Original Filing. Accordingly, this Amended Filing should be read in conjunction with our filings made with the Commission subsequent to the filing of the Original Filing, including any amendment to those filings.

 

 

 

SEALAND NATUREAL RESOURCES INC.

TABLE OF CONTENTS

FORM 10-Q /A REPORT

August 31, 2013

 

			Page Number
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		4
Item 4.	Controls and Procedures.		7
PART II - OTHER INFORMATION
Item 6.	Exhibits.		8
SIGNATURES			9

 

 

  

PART I - FINANCIAL INFORMATION

 

Item 1.   Financial Statements.

 

SEALAND NATURAL RESOURCES, INC.

FORMELY VITAS GROUP, INC.

(An Development Stage Enterprise)

Table of Contents

 

Balance Sheets:
August 31, 2013 and May 31, 2013	F-1
Statements of Operations:
For the three months ended August 31, 2013 and 2012	F-2
Statements of Cash Flows:
For the three months ended August 31, 2013 and 2012	F-3
Notes to Financial Statements:
August 31, 2013	F-4

 

 

SEALAND NATURAL RESOURCES, INC.

FORMELY VITAS GROUP, INC.

(A Development Stage Enterprise)

Balance Sheets

		Restated
		August 31,				May 31,
		2013				2013
		Unaudited				Audited
ASSETS
Current assets:
Cash		$	131,310			$	34,297
Accounts receivable			142,016				246,817
Inventory			127,776				113,345
Prepaid wages			2,500				2,500
Total current assets			403,602				396,959
Fixed assets
Furniture and Equipment, net			60,867				62,394
Other assets
Deposits			55,214				40,000
Total assets		$	519,683			$	499,353
LIABILITIES
Current liabilities:
Accounts payable and accrued taxes		$	118,668			$	395,959
Related party loans			20,000				20,000
Notes Payable			235,000				235,000
Total current liabilities			373,668				650,959
Total liabilities			373,668				650,959
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 75,000,000 authorized, 2,305,125 and 2,105,000 shares issued and outstanding			2,305				2,105
Capital in excess of par value			1,267,367				404,969
Stock subscription			61,515				378,800
Deficit accumulated during the development stage			(1,185,172	)			(937,480	)
Total stockholders' deficit			146,015				(151,606	)
Total liabilities and stockholders' deficit		$	519,683			$	499,353

 

The accompanying notes are an integral part of these statements.

 

 

SEALAND NATURAL RESOURCES, INC.

FORMELY VITAS GROUP, INC.

(A Development Stage Enterprise)

Statement of Operations

Unaudited

 

										Cumulative,
										Inception,
		Three months				Three months				May 23,
		ended				ended				2011 through
		August 31,				August 31,				August 31,
		2013				2012				2013
Sales		$	42,067			$	-			$	346,261
Cost of Sales			48,605								177,211
Gross Profit			(6,538	)			-				169,050
General and administrative expenses:
Wages and salaries			113,324				-				530,154
Advertising and marketing			12,023				5,176				128,373
Legal and professional			41,223				1,483				383,284
Computer and internet			2,761				-				8,754
Travel and entertainment			22,103				1,629				66,267
Product development costs			3,766				-				97,219
Bank charges			2,122				-				6,710
Rent			19,085				6,000				74,083
Depreciation and amortization			1,527				-				4,488
Other office and miscellaneous			18,520				8,792				38,687
Total operating expenses			236,454				23,080				1,338,019
(Loss) from operations			(242,992	)			(23,080	)			(1,168,969	)
Other income (expense):
Interest (expense)			(4,700	)			-				(16,203	)
Income/(Loss) before taxes			(247,692	)			(23,080	)			(1,185,172	)
Provision/(credit) for taxes on income			-				-				-
Net Income/(loss)		$	(247,692	)		$	(23,080	)		$	(1,185,172	)
Basic earnings/(loss) per common share		$	(0.12	)		$	(0.01	)
Weighted average number of shares outstanding			2,135,000				3,005,000

 

The accompanying notes are an integral part of these statements.

 

 

SEALAND NATURAL RESOURCES, INC.

FORMELY VITAS GROUP, INC.

(A Development Stage Enterprise)

Statement of Cash Flows

Unaudited

										Cumulative,
										Inception,
		Three months				Three months				May 23,
		ended				ended				2011 through
		August 31,				August 31,				August 31,
		2013				2012				2013
Cash flows from operating activities:
Net income (loss)		$	(247,692	)		$	(23,080	)		$	(1,185,172	)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Forgiveness of debt											29,887
Common stock issued for services			-
Depreciation and amortization			1,527								4,488
Change in current assets and liabilities:
Accounts receivable			104,801								(142,016	)
Inventory			(14,431	)			(10,907	)			(127,776	)
Prepaids							2,000				(2,500	)
Accounts payable and accrued expenses			(277,291	)			10,907				118,668
Net cash flows from operating activities			(433,086	)			(21,080	)			(1,304,421	)
Cash flows from investing activities:
Purchase of fixed assets							(574	)			(65,355	)
							-
Net cash flows from investing activities			-				(574	)			(65,355	)
Cash flows from financing activities:
Proceeds from sale of common stock			590,000				6,000				1,239,785
Deposits paid			(15,214	)							(55,214	)
Notes Payable			-				10,000				235,000
Stock subscription receivable			(44,687	)			799				61,515
Related party transaction											20,000
Net cash flows from financing activities			530,099				16,799				1,501,086
Net cash flows			97,013				(4,855	)			131,310
Cash and equivalents, beginning of period			34,297				13,174				-
Cash and equivalents, end of period		$	131,310			$	8,319			$	131,310
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest		$	-			$	-			$	-
Income taxes		$	-			$	-			$	-

 

The accompanying notes are an integral part of these statements.

 

 

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

August 31, 2013

 

Note 1 - Summary of Significant Accounting Policies

 

General Organization and Business

 

Sealand Natural Resources, Inc. (“Sealand ” or the “Company”) is a Nevada corporation in the development stage. The Company was incorporated under the laws of the State of Nevada on May 23, 2011. The Company engages in the manufacture, distribution, sales and marketing of all natural functional beverages, nutriceuticals, health supplements and the harvesting of organic raw materials. The Company integrates critical scientific, environmental and medical competencies in three core areas: exploration/discovery, characterization of health benefits, and the ability to scale up new and natural consumer products for commercial use.

 

The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.”

 

Basis of presentation

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of August 31, 2013 and May 31, 2013 and for the three months ended August 31, 2013 and 2012 and for the period (inception) from May 23, 2011 through August 31, 2013.

 

Use of estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and cash equivalents

 

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of August 31, 2013 and May 31, 2013.

 

Property and Equipment

 

The Company values its investment in property and equipment at cost less accumulated depreciation. Depreciation is computed primarily by the straight line method over the estimated useful lives of the assets ranging from three to five years. As of August 31, 2013 and May 31, 2013 the company had recognized total depreciation expense of $1,527 and $2,887, respectively.

 

Inventory

 

Inventory is recorded at lower of cost or market; cost is computed on a first-in first-out basis. The inventory consists of imported flavoring , bottle caps, and labels used to produce the Company’s all natural, organic birch tree beverage.

 

 

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

August 31, 2013

 

Accounts receivable

 

Trade receivables are carried at original invoice amount. Management has determined that no allowance is necessary. The allowance for doubtful accounts is based on management estimates of accounts that will not be collected in the future. Receivables past due for more than 90 days are considered delinquent. Management determines uncollectible accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions and by using historical experience applied to an aging of accounts. Recoveries of trade receivables previously written off are recorded when received.

 

Fair value of financial instruments and derivative financial instruments

 

We have adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.

 

Federal income taxes

 

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.

 

Net Income Per Share of Common Stock

 

We have adopted Accounting Standards Codification regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. We do not have a complex capital structure requiring the computation of diluted earnings per share.

 

Internal Website Development Costs

 

Under ASC350-50, Website Development Costs, costs and expenses incurred during the planning and operating stages of the Company's website are expensed as incurred.  Under ASC 350-50, costs incurred in the website application and infrastructure development stages are capitalized by the Company and amortized to expense over the website's estimated useful life or period of benefit.  

 

Impairment of Long-Lived Assets

 

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date.  The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.

 

 

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

August 31, 2013

 

Deferred Offering Costs

 

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed.  At the time of the completion of the offering, the costs are charged against the capital raised.  Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

 

Deferred Acquisition Costs

 

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed.  At the time of the completion of the offering, the costs are charged against the capital raised.  Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

 

Common Stock Registration Expenses

 

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions.  As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

 

Development Stage Enterprise

 

The Company’s financial statements are prepared pursuant to the provisions of Topic 26, “Accounting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and developing functional beverages that will eventually provide sufficient net profits to sustain the Company’s existence. Until such interests are engaged in major commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the development stage.

 

Stock Based Compensation

 

The Company recognizes stock-based compensation in accordance with ASC Topic 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

 

For non-employee stock-based compensation, we have adopted ASC Topic 505 “Equity-Based Payments to Non-Employees”, which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718.

 

Recently Issued Accounting Pronouncements

 

As of and August 31, 2013 and May 31, 2013, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

 

Note 2 - Uncertainty, going concern:

 

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of August 31, 2013, the Company had an accumulated deficit of $1,185,172. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

 

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

August 31, 2013

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These 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 result from this uncertainty.

 

Note 3 – Restatement:

 

The financial statements have been revised to account for activity that had been excluded related to a bank account in Denmark. The resulting transactions affected the Company’s cash, accounts receivable, inventory, accounts payable and accrued expenses, sales, cost of sales, general and administrative expenses and earnings per share. In accordance with applicable Generally Accepted Accounting Principles (GAAP), the Company calculated and recognized adjustments accordingly.

 

On October 15, 2013, the Company filed with the Securities and Exchange Commission (“SEC”) its reviewed financial statements for the quarter ended August 31, 2013.   Following the discovery of various material errors the Company informed the SEC on January 10, 2014, that these financial statements could not be relied upon, and on January 20, 2014 filed its restated audited financial statements for the above mentioned periods.

 

The following table represents the effects of the subsequent and first restated statements as of August 31, 2013.

 

		Restated				Original
		8/31/2013				8/31/2013
Cash		$	131,310			$	104,481
Accounts receivable		$	142,016			$	219,027
Inventory		$	127,776			$	137,237
Deposits		$	55,214			$	57,189
Accounts payable and accrued expenses		$	118,668			$	135,302
Sales		$	42,067			$	12,753
Cost of Sales		$	48,605			$	30,431
General and Administrative expenses		$	236,454			$	180,330
Accumulated deficit		$	(1,185,172	)		$	(1,140,188	)
Earnings per share		$	(0.12	)		$	(0.09	)

 

Note 4 - Related Party Transactions

 

The Company also incurred period expenses of $43,187 for product development costs for the year ending May 31, 2012. For the year ending May 31, 2013, the Company paid down this related party payable by $23,187. The balance on August 31, 2013 was $20,000.

 

 

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

August 31, 2013

 

The Company had a related party payable of $29,887. This note was cancelled and recorded as forgiveness of debt for the year ended May 31, 2013.

 

Note 5 – Service Agreements

 

On June 1, 2011, the Company entered into a Service Agreement with one of its Officers and Directors. The agreement requires the Company to pay the Officer a sum of $9,800 monthly fee plus de-minimus fringe benefits. The agreement is cancellable by either party with written notice of termination. In May of 2013, the Company modified this Service Agreement to include the issuance of 1,500 shares of the Company’s common stock paid out quarterly basis (on an annual basis). The modified agreement is effective January 1, 2013 and the 1,500 shares to be issued on March 31, 2013 have not been issued but have been accounted for as a stock subscription payable.

 

On June 1, 2011, the Company entered into a Service Agreement with one of its Officers and Directors. The agreement requires the Company to pay the Officer a sum of $7,500 monthly fee plus de-minimus fringe benefits. The agreement is cancellable by either party with written notice of termination. In May of 2013, the Company modified this Service Agreement to include the issuance of 1,500 shares of the Company’s common stock paid out quarterly basis (on an annual basis). The modified agreement is effective January 1, 2013 and the 1,500 shares to be issued on March 31, 2013 have not been issued but have been accounted for as a stock subscription payable. This service contract is for a foreign individual and the Company has accrued $18,495 in back-up withholding for the year ending August 31, 2013.

 

On January 1, 2013, the Company entered into a Service Agreement with one of its Officers. The agreement requires the Company to pay the Officer a sum of $2,500 monthly fee plus de-minimus fringe benefits. The agreement is cancellable by either party with written notice of termination. Additionally, the contract requires 1,500 shares of common stock paid out quarterly (on an annual basis). The 1,500 shares to be issued on June 30, 2013 and March 31, 2013 have not been issued but have been accounted for as a stock subscription payable.

 

On July 2, 2013, the Company entered into a Service Agreement with one of its Officers. The agreement is cancellable by either party with written notice of termination. The Contract requires 1,500 shares of common stock paid out quarterly (on an annual basis). Additionally, this officer can earn an additional 5,000 shares when the Company achieves $2.0 million in net sales and an additional 5,000 shares with the Company achieves $3.0 million in net sales.

 

For the period ending August 31, 2013, The Company had accrued but not paid $1,314 of compensation based on the above service agreements. The Officers and Directors have agreed to eliminate this compensation liability. The Company eliminated through the statement of operations the accrued compensation of $1,314.

 

Note 6 - Common Stock

 

In 2011, the Company authorized the issuance of 7,048 founder shares at par value. The Company formally issued these shares in 2012.

 

In 2012, the Company issued 704,796 shares of founder shares at par value. The Company has also recorded a stock subscription receivable of $63,698 for the remaining outstanding balance.

 

In 2012, the Company issued 466,357 shares at an average value of $0.314 per share.

 

On February 13, 2013, The Company consummated a revised merger agreement with Vitas Group, Inc. The majority shareholders purchased 2,500,000 shares of Vitas Group Inc. (a Shell Company), which equates to 83.19% of its outstanding shares. These owners agreed to cancel 1,300,000 shares rather than the original 800,000 of the Vitas Group shares. The shareholders of Sealand Natural Resources will receive 1 share of Vitas for every 50.00 shares of Sealand stock rather than 28.377 shares based on a cancellation of 800,000 shares per the original agreement. The shareholders of Sealand will receive 1,200,000 shares of Vitas Group Inc. and the total outstanding shares will be 2,105,000.

 

 

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

August 31, 2013

 

During the year ended May 31, 2013, The Company received $350,000 for 87,500 shares of common stock. These shares were issued during the 1^st fiscal quarter.

 

The Company has recorded a stock subscription payable on March 31, 2013 for 4,500 shares that are required to be issued per the service agreements listed above. The amount of this subscription is $28,800.

 

During the fiscal quarter the Company issued 60,000 shares for cash at a price of $4.00 per share. The Company received $240,000.

 

On June 3, 2013, the Company issued 52,625 shares to Northstar to settle an open accounts payable. The value of these shares is $272,598.

 

The Company has recorded a stock subscription payable on June 30, 2013 for 4,500 shares that are required to be issued per the service agreements listed above. The amount of this subscription is $32,715.

 

Note 7 - Income Taxes

 

The provision (benefit) for income taxes for the years ended May 31, 2013, and 2012, were as follows:

 

		Year Ended May 31,
		2013				2012
Current Tax Provision:
Federal-
Taxable income		$	-			$	-
Total current tax provision		$	-			$	-
Deferred Tax Provision:
Federal-
Loss carryforwards		$	209,906			$	318,743
Change in valuation allowance			(209,906	)			(318,743	)
Total deferred tax provision		$	-			$	-

 

The Company had deferred income tax assets as of May 31, 2013, and 2012, as follows:

 

		May 31,
		2013				2012
Loss carryforwards		$	209,906			$	318,743
Less - Valuation allowance			(209,906	)			(318,743	)
Total net deferred tax assets		$	-			$	-

 

The Company provided a valuation allowance equal to the deferred income tax assets for the years ended May 31, 2012, and 2013, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

 

 

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

August 31, 2013

 

As of May 31, 2013, and 2012, the Company had approximately $937,480 and $320,109, respectively, in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and will begin to expire in the year 2037.

 

Note 8 – Merger

 

On February 13, 2013, The Company consummated a revised merger agreement with Vitas Group, Inc. The majority shareholders purchased 2,500,000 shares of Vitas Group Inc. (a Shell Company), which equates to 83.19% of its outstanding shares. These owners agreed to cancel 1,300,000 shares rather than the original 800,000 of the Vitas Group shares. The shareholders of Sealand Natural Resources received 1 share of Vitas for every 50.00 shares of Sealand stock rather than 28.377 shares based on a cancellation of 800,000 shares per the original agreement. The shareholders of Sealand will receive 1,200,000 shares of Vitas Group Inc. and the total outstanding shares will be 2,105,000.

 

Following is the proforma of the combined Company as of May 31, 2012 and November 30 2012.

 

BALANCE SHEET		May 31, 2012
		Sealand				Vitas				Combined
ASSETS:
Current Assets:
Cash		$	781			$	12,393			$	13,174
Accounts receivable			4,077								4,077
Inventory			2,053								2,053
Prepaid							5,562				5,562
Total current assets			6,911				17,955				24,866
Property and Equipment, net			1,043								1,043
TOTAL ASSETS		$	7,954			$	17,955			$	25,909
LIABILITIES
Current liabilities:
Related party loans		$	43,187			$	3,775			$	46,962
Notes payable
Total current liabilities			43,187				3,775				46,962
SHAREHOLDERS DEFICIT
Common stock			334,338				3,005				3,005
Capital in excess of par			14,236				24,745				359,749
Stock subscription receivable			(63,698	)							(63,698	)
Deficit during development stage			(320,109	)			(13,570	)			(320,109	)
Total shareholders deficit			(35,233	)			14,180				(21,053	)
TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT		$	7,954			$	17,955			$	25,909

 

 

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

August 31, 2013

 

STATEMENT OF PROFIT AND LOSS
For the year ended May 31, 2012
Sales		$	18,298			$	-			$	18,298
Cost of Sales			34,516								34,516
Gross Profit			(16,218	)			-				(16,218	)
General and administrative expenses:
Wages and salaries			207,600								207,600
Advertising and marketing			44,945								44,945
Legal and professional			5,894								5,894
Computer and internet			3,989								3,989
Travel and entertainment			6,196								6,196
Research and development			4,600								4,600
Bank charges			1,611								1,611
Rent			21,998								21,998
Depreciation and amortization			74								74
Other office and miscellaneous			6,984				11,995				18,979
Total operating expenses			303,891				11,995				315,886
Net profit/(loss)		$	(320,109	)		$	(11,995	)		$	(332,104	)

 

 

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

August 31, 2013

 

BALANCE SHEET		November 30, 2012
		Sealand				Vitas				Combined
ASSETS:
Current Assets:
Cash		$	39,932			$	-			$	39,932
Accounts receivable			4,628								4,628
Inventory			13,720								13,720
Prepaid
Total current assets			58,280				-				58,280
Property and Equipment, net			1,467								1,467
TOTAL ASSETS		$	59,747			$	-			$	59,747
LIABILITIES
Current liabilities:
Related party loans		$	55,035			$	-			$	55,035
Notes payable			135,000								135,000
Total current liabilities			190,035				-				190,035
SHAREHOLDERS DEFICIT
Common stock			340,397				3,005				3,005
Capital in excess of par			70,845				24,745				344,539
Stock subscription receivable			(63,698	)							-
Deficit during development stage			(477,832	)			(27,750	)			(477,832	)
Total shareholders deficit			(130,288	)			-				(130,288	)
TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT		$	59,747			$	-			$	59,747

 

 

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

RESTATED NOTES TO FINANCIAL STATEMENTS

August 31, 2013

 

STATEMENT OF PROFIT AND LOSS
Six months ended November 30, 2012
Sales		$	551			$	-			$	551
Cost of Sales			9,018								9,018
Gross Profit			(8,467	)			-				(8,467	)
General and administrative expenses:
Wages and salaries			37,180								37,180
Advertising and marketing			13,718								13,718
Legal and professional			8,474								8,474
Computer and internet			3,487								3,487
Travel and entertainment			10,085								10,085
Product development costs			51,000								51,000
Bank charges			1,065								1,065
Rent			9,000								9,000
Depreciation and amortization			150								150
Other office and miscellaneous			15,097				14,180				29,277
Total operating expenses			149,256				14,180				163,436
Net profit/(loss)		$	(157,723	)		$	(14,180	)		$	(171,903	)

 

Note 9 – Convertible Notes Payable

 

In July 2012, the Company received a convertible notes payable in the amount of $10,000. The note carries an 8% rate of interest and can be converted into common stock at a strike price of $10.00 per share (adjusted for post-merger value).

 

In September 2012, the Company received a convertible notes payable in the amount of $125,000. The note carries an 8% rate of interest and can be converted into common stock at a strike price of $10.00 per share (adjusted for post-merger value).

 

In December 2012, the Company received a convertible notes payable in the amount of $100,000. The note carries an 8% rate of interest and can be converted into common stock at a strike price of $12.50 per share (adjusted for post-merger value).

 

Per ASC 480-55, the Company is required to calculate for a beneficial conversion feature when the conversion price is less than the value of the current trading price at time of issuance. The value of these conversions is more than the value of the trading price at the time of merger. The Company has determined that a beneficial conversion feature is not required to be recorded.

 

The balance of these notes at August 31, 2013 was $235,000 and the Company has accrued interest of $16,203.

 

Note 10 – Subsequent Events

 

On September 30, 2013, the Company recorded a stock subscription payable for the 6,000 shares required to be issued per the service agreements.

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Cautionary Notice Regarding Forward Looking Statements

 

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

 

This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

 

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on Form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

 

 

Overview

 

Sealand Natural Resources Inc. (the “Company”, “We”, or “Us”) is a research and new product development company that manufactures, markets and sells “new age functional beverages”, organic nutriceuticals, health supplements, organic raw materials and health food worldwide with the goal of delivering beneficial health effects to those who enjoy our 100% natural and organic products. Our mission is to become a leader in this category and we see the future as a growing market segment which fits our mission.  

  

The Company’s initial focus is the “alternative” beverage category, which combines non-carbonated ready-to-drink iced teas, lemonades, juice cocktails, single-serve juices and fruit beverages, ready-to-drink dairy and coffee drinks, energy drinks, sports drinks, and single-serve still water (flavored, unflavored and enhanced) with “new age” beverages, including sodas that are considered natural, sparkling juices and flavored sparkling beverages. According to the Beverage Marketing Corporation, domestic U.S. wholesale sales in 2012 for the “alternative” beverage category of the market are estimated at approximately $34.4 billion, representing an increase of approximately 8.3% over the estimated domestic U.S. wholesale sales in 2011 of approximately $31.8 billion (revised from a previously reported estimate of $31.9 billion). Additionally, the Company has other products in development to add to the Company’s product sales pipeline. We believe that one of the keys to success in the beverage industry is differentiation, making our brands research proven and visually distinctive from other beverages on the shelves of retailers. 

 

Plan of Operations

 

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

  

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

Over the next 12 months, our aim to drive sales growth of our flagship product, BIRK, focuses on three targets: 1) ongoing brand awareness via tradeshows, in store promotion, and other marketing campaigns; 2) additional consumer education on health information and the differentiation of our product vs. traditional soda and sports juices, and; 3) increasing our distribution network – being available in more retail outlets and increasing our presence online. It may be necessary to obtain additional working capital, via additional private placement proceeds or debt instruments in order to accomplish those goals, if working cash flow is not sufficient to sustain the efforts. However, we cannot make any assurance that we will be successful in obtaining additional financing or if the financing terms will be favorable to the Company.

 

 

 

Results of Operations

 

Comparison for the three months ended August 31, 2013 and 2012

 

Revenues

 

For the three months ended August 31, 2013 and 2012 we generated revenues of $42,067 and $0, respectively. Revenue increase was attributable to establishing new sales contracts with new vendors, both domestic and international, and creating an online sales order system for customers to directly order product.

 

Operating Expenses

 

Operating costs for the three months ended August 31, 2013 and 2012 were $236,454 and $23,080, respectively. These costs are connected to general and administrative expenses, which are comprised of wages and salaries, advertising, professional fees, and other related expenses. Expenses increased primarily due to: a) increased scale and scope of business operations; b) greater emphasis on marketing and advertising efforts, and: c) professional and related fees associated with the merger.  

 

In the current quarter, as in prior quarters, we used common stock as a method of payment for certain services as incentive to its key employees.   We expect to continue these arrangements.

 

Net Loss

 

Our operating results have recognized losses in the amount of $247,692 and $23,080 for the three months ended August 31, 2013 and 2012, respectively.  The increase in the losses was attributable to additional expenditures in salaries and growth of the operations through expansion of the production/distribution channels.

  

Liquidity and Capital Resources

  

As of August 31, 2013, our current assets were $403,602 and our total liabilities were $373,668. As of August 31, 2013, current assets were comprised of $131,310 in cash, $142,016 of receivables, $127,776 of inventory, and $2,500 in prepaid wages. As of August 31, 2013, total liabilities were comprised of $20,000 in loans from Director, $118,668 in accounts payable, and $235,000 of notes payable.

 

As of August 31, 2013, our total assets were $519,683 comprised of current assets, furniture/equipment of 60,867, and $55,214 of deposits.  Stockholders’ deficit decreased from ($151,606) as of August 31, 2012 to $146,015 as of August 31, 2013.  

  

Cash Flows From Operating Activities

 

We have not generated positive cash flows from operating activities. For the quarter ended August 31, 2013, net cash flows used in operating activities was $433,086. Net cash flows used in operating activities was $21,080 for the quarter ended August 31, 2012.

  

Cash Flows From Financing Activities

 

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the quarter ended August 31, 2013 net cash provided by financing activities was $530,099. For the period from inception (May 13, 2012) to August 31, 2013, net cash provided by financing activities was $1,501,086.

 

Going Concern

 

The independent auditors' report accompanying our August 31, 2013 and August 31, 2012 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

 

Recent Accounting Pronouncements

 

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future consolidated financial statements.

 

Critical Accounting Policies

 

Our significant accounting policies are presented in our notes to financial statements for the period ended August 31, 2013 contained in this Quarterly Report on Form 10-Q, and fiscal year ended May 31, 2013, which are contained in the Company’s 2013 Annual Report on Form 10-K. The significant accounting policies that are most critical and aid in fully understanding and evaluating the reported financial results include the following:

 

The Company prepares its financial statements in conformity with GAAP. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with our board of directors; however, actual results could differ from those estimates.

 

We issue restricted stock to consultants for various services.  Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.  The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.  

 

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Item 4. Controls and Procedures.

 

Disclosure of Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

 

 

As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q/A. Based on that evaluation, the Company's principal executive officer and principal financial officer concluded that due to the material weakness discussed below, the Company's disclosure controls and procedures were not effective, as of the end of the quarter ended August 31, 2013, to provide reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control our financial reporting as of August 31, 2013, the Company determined that the following items constituted material weaknesses:

 

•	The Company does not have policies and procedures in place to ensure the timely review, disclosure and accurate financial reporting for significant agreements and transactions.
•	The Company does not have an independent audit committee in place, which would provide oversight of the Company’s officers, operations and financial reporting function.
•	Management failed to properly account for previously unrecognized receivables collected, general operating expenses incurred, and additional sales in your Denmark account, which resulted in this restatement included in Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the period ended August 31, 2013.

 

Changes in Internal Controls Over Financial Reporting

 

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 6.  Exhibits

 

Exhibit Number		Exhibit Title
31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.INS *		XBRL Instance Document
101.SCH *		XBRL Taxonomy Schema
101.CAL *		XBRL Taxonomy Calculation Linkbase
101.DEF *		XBRL Taxonomy Definition Linkbase
101.LAB *		XBRL Taxonomy Label Linkbase
101.PRE *		XBRL Taxonomy Presentation Linkbase

 

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

 

* Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Sealand Natural Resources Inc.

 

Date: January 21, 2014	By:	/s/ Lars Poulsen
		Lars Poulsen
		President and Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)
Date: January 21, 2014	By:	/s/ Steve Matteson
		Steve Matteson
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)