UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 (Mark One)

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

 

For the quarterly period ended February 28, 2013

 

¨ 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		27-3687123
(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)

 

(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)

 

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

 

Large Accelerated Filer ¨	Accelerated Filer ¨
Non-Accelerated Filer ¨ (Do not check if a 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 x No ¨

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of April 22, 2013: 3,405,000 shares of common stock.

 

 

SEALAND NATURAL RESOURCES INC.

 

FORM 10-Q

 

February 28, 2013

 

INDEX

 

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 3.	Quantitative and Qualitative Disclosures About Market Risk		5
Item 4.	Control and Procedures		5
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings		6
Item 1A.	Risk Factors		6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		7
Item 3.	Defaults Upon Senior Securities		7
Item 4.	Mine Safety Disclosures		7
Item 5.	Other Information		7
Item 6.	Exhibits		7
SIGNATURE			8

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

 

SEALAND NATURAL RESOURCES, INC.

FORMELY VITAS GROUP, INC.

(An Development Stage Enterprise)

 

Index to Financial Statements

 

Balance Sheet:
May 31, 2012 and February 28, 2013	F-1
Statements of Operations:
For the three and nine months ended February 29, 2012 and February 28, 2013	F-2
Statements of Cash Flows:
For the nine months ended February 29, 2012 and February 28, 2013	F-3
Notes to Financial Statements:
February 28, 2013	F-4

 

 

SEALAND NATURAL RESOURCES, INC.

FORMELY VITAS GROUP, INC.

(An Development Stage Enterprise)

Balance Sheet

 

		May 31,				February 28,
		2012				2013
		audited				unaudited
ASSETS
Current assets:
Cash		$	781			$	239
Accounts receivable			4,077				248,487
Inventory			2,053				163,087
Total current assets			6,911				411,813
Fixed Assets
Furniture and Equipment, net			1,043				1,317
Total assets		$	7,954			$	413,130
LIABILITIES
Current liabilities:
Accounts payable and accrued payables		$	-			$	16,307
Related party loans			43,187				308,978
Notes Payable							235,000
Total current liabilities			43,187				560,285
Total liabilities			43,187				560,285
STOCKHOLDERS' DEFICIT
Common stock, $.01 par value, 100,000,000 authorized, post merger common stock, $.001 par value, 75,000,000 authorized 33,433,816 and 3,405,000 shares issued and outstanding			334,338				3,405
Capital in excess of par value			14,236				344,634
Stock subscription receivable			(63,698	)			-
Deficit accumulated during the development stage			(320,109	)			(495,194	)
Total stockholders' equity			(35,233	)			(147,155	)
Total liabilities and stockholders' deficit		$	7,954			$	413,130

 

The accompanying notes are an integral part of these statements.

 

 

SEALAND NATURAL RESOURCES, INC.

FORMELY VITAS GROUP, INC.

(An Development Stage Enterprise)

Statement of Operations

Unaudited

 

																		Cumulative,
																		Inception,
																		May 23,
		Three months ended				Three months ended				Nine months ended				Nine months ended				2011 through
		February 29,				February 28,				February 29,				February 28,				February 28,
		2012				2013				2012				2013				2013
Sales		$	223			$	244,765			$	223			$	245,317			$	263,614
Cost of Sales			21,054				125,851				25,879				134,868				169,385
Gross Profit			(20,831	)			118,914				(25,656	)			110,449				94,229
General and administrative expenses:
Wages and salaries			45,966				52,350				71,298				89,530				297,130
Advertising and marketing			97				12,332				6,525				32,697				70,995
Legal and professional			3,278				12,121				4,086				20,595				26,489
Computer and internet			1,461				3,456				3,025				6,944				10,932
Travel and entertainment			2,883				4,283				5,046				14,368				20,564
Product development costs							30,000				-				30,000				85,600
Bank charges			292				361				706				1,558				3,037
Rent			10,598				9,000				12,998				18,000				39,998
Depreciation and amortization							150				-				300				374
Other office and miscellaneous			4,698				4,969				18,645				78,469				27,545
Total operating expenses			69,273				129,022				122,329				292,461				582,664
(Loss) from operations			(90,104	)			(10,108	)			(147,985	)			(182,012	)			(488,435	)
Other income (expense):
Interest income																			-
Interest (expense)			-				(6,759	)			-				(6,759	)			(6,759	)
Income/(Loss) before taxes			(90,104	)			(16,867	)			(147,985	)			(188,771	)			(495,194	)
Provision/(credit) for taxes on income			-				-				-				-				-
Net Income/(loss)		$	(90,104	)		$	(16,867	)		$	(147,985	)		$	(188,771	)		$	(495,194	)
Basic earnings/(loss) per common share		$	(0.01	)		$	(0.00	)		$	(0.01	)		$	(0.06	)
Weighted average number of shares outstanding			13,205,500				3,405,000				13,205,500				3,405,000

 

The accompanying notes are an integral part of these statements.

 

 

SEALAND NATURAL RESOURCES, INC.

FORMELY VITAS GROUP, INC.

(An Development Stage Enterprise)

Statement of Cash Flows

Unaudited

 

										Cumulative,
										Inception,
										May 23,
		Nine months ended				Nine months ended				2011 through
		February 29,				February 28,				February 28,
		2012				2013				2013
Cash flows from operating activities:
Net income (loss)		$	(147,985	)		$	(188,771	)		$	(495,194	)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Effects of reverse merger							14,477
Common stock issued for services
Depreciation and amortization			-				300				374
Change in current assets and liabilities:
Accounts receivable			-				(244,410	)			(248,487	)
Inventory			(23,187	)			(161,034	)			(163,087	)
Accounts payable and accrued expenses			93,187				16,307				16,307
Net cash flows from operating activities			(77,985	)			(563,131	)			(890,087	)
Cash flows from investing activities:
Purchase of fixed assets			(1,117	)			(574	)			(1,691	)
							-
Net cash flows from investing activities			(1,117	)			(574	)			(1,691	)
Cash flows from financing activities:
Proceeds from sale of common stock			130,055				126,070				348,039
Notes Payable							235,000				235,000
Stock subscription receivable							(63,698	)			-
Related party transaction			(50,000	)			265,791				308,978
Net cash flows from financing activities			80,055				563,163				892,017
Net cash flows			953				(542	)			239
Cash and equivalents, beginning of period			2,000				781				-
Cash and equivalents, end of period		$	2,953			$	239			$	239
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)

NOTES TO FINANCIAL STATEMENTS

February 28, 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

 

Our accounting and reporting policies conform to U.S. generally accepted accounting principles applicable to exploration stage enterprises. Changes in classification of 2012 amounts have been made to conform to current presentations.

 

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

 

For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.

 

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 five to thirty-nine years.

 

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 goods.

 

Accounts receivable

 

Trade receivables are carried at original invoice amount. Accounts receivable are written off to bad debt expense using the direct write-off method. Receivables past due for more than 120 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.

 

 

SEALAND NATURAL RESOURCES, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2013

 

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.

 

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.

 

 

SEALAND NATURAL RESOURCES, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2013

 

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.

 

Note 2 - Uncertainty, going concern:

 

At February 28, 2013, the Company was engaged in a business and had suffered losses from development stage activities to date. In addition, the Company has minimal operating funds. Although management is currently attempting to identify business opportunities and is seeking additional sources of equity or debt financing, there is no assurance that these activities will be successful. Accordingly, the Company must rely on its current officer to perform essential functions without compensation unless and until the business generates revenue. No amounts have been recorded in the accompanying financial statements for the value of the officer’s services, as it is not considered material. These factors raise doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Note 3 - Related Party Loans

 

As of February 28, 2013, The Company received a loan from officers in the amount of $308,978. The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no specific terms of prepayment.

 

The Company also incurred period expenses of $51,000 for product development costs. These costs were associated with a related party.

 

Note 4 – Service Agreements

 

On June 1, 2011, the Company entered into a Service Agreement with one 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.

 

On June 1, 2011, the Company entered into a Service Agreement with one 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.

 

Note 5 - Common Stock

 

In 2011, the Company authorized the issuance of 200,000 founder shares at par value. The Company formally issued these shares in 2012.

 

In 2012, the Company issued 20,000,000 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 13,233,816 shares at an average value of $0.011 per share.

 

During the period from June 1, 2012 through November 30, 2012, The Company issued 618,947 shares at an average value of $0.66 per share and collected a total of $411,242.

 

On February 13, 2013, The Company’s consummated a 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 800,000 shares of the Vitas Group shares. The shareholders of Sealand Natural Resources will receive 1 share of Vitas for every 50 shares of Sealand stock. The shareholders of Sealand will receive 1,200,000 shares of Vitas Group Inc. and the total outstanding shares of Vitas Group Inc. will be 3,405,000.

 

 

SEALAND NATURAL RESOURCES, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2013

 

Note 6 - Income Taxes

 

The provision (benefit) for income taxes for the years ended May 31, 2011, and 2012, were as follows:

 

		Year Ended May 31,
		2011				2012
Current Tax Provision:
Federal-
Taxable income		$	-			$	-
Total current tax provision		$	-			$	-
Deferred Tax Provision:
Federal-
Loss carryforwards		$	0			$	108,837
Change in valuation allowance			(0	)			(108,837	)
Total deferred tax provision		$	-			$	-

 

The Company had deferred income tax assets as of May 31, 2011, and 2012, as follows:

 

		May 31,
		2011				2012
Loss carryforwards		$	0			$	108,837
Less - Valuation allowance			(0	)			(108,837	)
Total net deferred tax assets		$	-			$	-

 

The Company provided a valuation allowance equal to the deferred income tax assets for the years ended May 31, 2011, and 2012, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

 

As of May 31, 2011, and 2012, the Company had approximately $0 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 7 – Merger

 

On February 13, 2013, The Company consummated a 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 800,000 shares of the Vitas Group shares. The shareholders of Sealand Natural Resources will receive 1 share of Vitas for every 50 shares of Sealand stock. The shareholders of Sealand will receive 1,200,000 shares of Vitas Group Inc. and the total outstanding shares of Vitas Group Inc. will be 3,405,000.

 

 

SEALAND NATURAL RESOURCES, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2013

 

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)

NOTES TO FINANCIAL STATEMENTS

February 28, 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)

NOTES TO FINANCIAL STATEMENTS

February 28, 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)

NOTES TO FINANCIAL STATEMENTS

February 28, 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 8 – Convertible Notes Payable

In July 2012, the Company received a convertible notes receivable 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 $0.25 per share.

 

In September 2012, the Company received a convertible notes receivable 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 $0.25 per share.

 

In December 2012, the Company received a convertible notes receivable 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 $0.25 per share.

 

The balance of these notes at February 28, 2013 was $235,000 and the Company has accrued interest of $6,759.

 

Note 9 - Recent Accounting Pronouncements

 

In December 2010, the FASB issued updated guidance on when and how to perform certain steps of the periodic goodwill impairment test for public entities that may have reporting units with zero or negative carrying amounts. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.  The adoption of this standard update did not impact the Company’s consolidated financial statements.

 

In May 2011, the FASB issued guidance to amend certain measurement and disclosure requirements related to fair value measurements to improve consistency with international reporting standards. This guidance is effective prospectively for public entities for interim and annual reporting periods beginning after December 15, 2011, with early adoption by public entities prohibited. The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

 

 

SEALAND NATURAL RESOURCES, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2013

  

In June 2011, the FASB issued new guidance on the presentation of comprehensive income that will require a company to present components of net income and other comprehensive income in one continuous statement or in two separate, but consecutive statements. There are no changes to the components that are recognized in net income or other comprehensive income under current GAAP. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011, with early adoption permitted.  The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

 

 

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

  

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

 

Overview

 

Sealand Natural Resources Inc.,(SLNR) is a research and new product development company that manufactures, markets and sells "new age functional beverages"  organic nutriceuticals, health supplements, medicinal raw materials and health food.  Our mission is to become a leader in this category and we see the future as a growing market segment which fits our mission. We aim to supply the highest quality ingredients and raw materials within our product offerings. The company has taken time and consideration in developing long term resources and quality supply chains to ensure the quality of our products. Sealand Natural Resources Inc. delivers  Ecocert organic certified products by the Finnish Ministry of Agriculture and Forestry, Finnish Food Safety Authority (F1-EKO-201) we manage over 60 acres of organic forest where we harvest our raw materials. The company recognizes our organic forest certification and harvesting processes as a milestone in the control and management of our supply chain.

 

Our core product Sealand Birk derived from our organic birch harvest is selling at the most economical cost to distributors servicing the retail industry and directly to consumers through our website. Our service-oriented approach integrates the elements of research, development, product quality assurance, packaging/distribution efficiency, and advanced management systems to maintain our profit margin as a company and to generate higher profit margins for our retailers.

 

We also intend to develop additional beverages in various categories as well as other new and unique organic/natural products to provide consumers with an array of fresh and unique healthy products.

 

In the third quarter, management attended trade show events and negotiated distribution and license agreements in territories that include United Kingdom, Ireland, and Korea and have continued selling Sealand BIRK to retail locations in international markets including Denmark, Norway, Sweden and Austria.

 

The Company’s product offerings, specifically Sealand BIRK is currently sold through our global internet website store and domestically on a regional basis through distributors and to small retailers who order directly from the Company. Collaboration with our distributors and retailers carrying our product is expected to build long-term relationships and help us manage our strategic planned growth.

 

Results of Operations

 

Comparison for the three and nine months ended February 28, 2013 and 2012

 

Revenues

 

For the three months ended February 28, 2013, we generated revenues of $244,765, as compared to $223 for the same period in 2012. For the nine months ended February 28, 2013, we generated revenues of $245,317, as compared to $223 for the same period in 2012. We have recognized an increase in revenue through our sales efforts and increased our demand for future orders for our products due to industry acceptance and sales focus. We anticipate sustained and increasing revenue growth as our operations develop in fulfilling our increasing orders.  Orders have increased due to our expanded presence at tradeshows and our products performance in initial sales testing with distributors and potential volume customers.  We are experiencing increased interest from new and existing customers and we believe that our orders will increase significantly as exposure to our product grows.

 

 

 

Operating Expenses

 

Operating costs for the three months ended February 28, 2013 were $129,022, as compared to $69,273 for the same period in 2012. Operating costs for the nine months ended February 28, 2013 were $292,461, as compared to $122,329 for the same period in 2012. The increase in operating expenditures was primarily attributable to increases in: (a) tradeshow and advertising efforts; (b) employee compensation; and (c) research and development efforts.  Additional expenses were incurred in the acquisition of new and larger office/storage space. During the course of the last year we have executed our operating plan which included the hiring of personnel, primarily technical persons, thereby certain expenses are not comparable to prior year expenses, specifically expenses for technical professionals.

 

Net Loss

 

Our net loss for the three months ended February 28, 2013 was ($16,867) as compared to ($90,104) for the same period in 2012. Our net loss for the nine months ended February 28, 2013 was ($188,771) as compared to ($147,985) for the same period in 2012. The decrease in the short term comparison loss is attributable to increased sales as a result of the product going to market and enhanced marketing activities.

 

Liquidity and Capital Resources

 

As of February 28, 2013, we had cash of $239. As a result, we will need additional capital to continue operations for the next twelve months.  We intend to rely upon the issuance of common stock and loans to fund operations.  However, we cannot make any assurance that we will be successful in issuing more stock or obtain loans.

 

As reflected in the accompanying financial statements, the Company has a net loss of $495,194 from inception and a working capital and stockholders’ deficiency of $495,194 at February 28, 2013, and used $495,194 cash in operations from inception. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

In the nine months ended February 28, 2013 and 2012 we received investments of $$126,070 and $130,055, respectively. Management plans to increase revenue to sustain future operational growth, however additional investments are expected

 

Completion of our business plan is subject to attaining adequate and continued revenue. We cannot assure investors that adequate revenues will be generated.  In the absence of our projected revenues, we believe that we will be able to proceed with limited plan of operations through the acquisition of additional capital from investments.

 

Off Balance Sheet Transactions

 

None.

 

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

 

Smaller reporting companies are not required to provide the information required by this item.

 

Item 4.  Controls and Procedures

 

Disclosure of controls and procedures.

 

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls also are designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, in order to allow timely consideration regarding required disclosures.

 

 

The evaluation of our disclosure controls by our chief executive officer and chief financial officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Quarterly Report. Our management does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Based on management’s review and evaluation as of the end of the period covered by this Form 10-Q, and subject to the inherent limitations all as described above, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) contain material weaknesses and are not effective.

 

A material weakness is a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of February 28, 2013:

 

(1)

Lack of an independent audit committee or audit committee financial expert. Although our board of directors serves as the audit committee it has no independent directors These factors are counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management.

  

(2)

We do not have sufficient experience from our accounting personnel with the requisite U.S. GAAP public company reporting experience that is necessary for adequate controls and procedures.

 

(3)

Need for greater integration, oversight, communication and financial reporting of the books and records of our satellite offices.

 

Our management determined that these deficiencies constituted material weaknesses.

 

Due to our small size, we were not able to immediately take any action to remediate these material weaknesses. We plan to address the other control deficiencies in the near future. Notwithstanding the assessment that our controsl and procedures were not effective and that there were material weaknesses identified herein, we believe that our financial statements contained in this Quarterly Report fairly present our financial position, results of operations and cash flows for the periods covered thereby in all material respects.

 

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 1. Legal Proceedings.

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A. Risk Factors

 

Not applicable because we are a smaller reporting company.

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Convertible Notes

 

In July 2012, the Company received a convertible notes receivable 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 $0.25 per share.

 

In September 2012, the Company received a convertible notes receivable 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 $0.25 per share.

 

In December 2012, the Company received a convertible notes receivable 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 $0.25 per share.

 

The balance of these notes at February 28, 2013 was $235,000 and the Company has accrued interest of $6,759.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

(a)   Exhibits

 

Exhibit Number			Description
2.1	(2)		Merger Agreement, dated February 15, 2013, by and among Vitas Group Inc. and Sealand Natural Resources Inc.
3.1	(1)		Articles of Incorporation.
3.2	(1)		Bylaws.
3.3	(2)		Articles of Merger
10.1	(2)		Cancellation Agreement, dated February 15, 2013, by and among Vitas Group Inc. and its principal shareholders.
10.2	(2)		Sealand Office and Warehouse Lease dated June 10, 2011
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 906 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, Exhibit 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.

 

(1)

Incorporated by reference to the Company’s Registration Statement on Form S-1, filed with the SEC on July 15, 2011.

(2)

Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 22, 2013.

 

SIGNATURES

 

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

 

	SEALAND NATURAL RESOURCES INC.
Date: April 22, 2013	By:	/s/ Lars Poulsen
		Lars Poulsen
		President and  Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)
Date: April 22, 2013	By:	/s/ Steve Matteson
		Steve Matteson
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)