Attached files

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EX-31.1 - EXHIBIT 31.1 - Sealand Natural Resources Incv342382_ex31-1.htm
EX-32.2 - EXHIBIT 32.2 - Sealand Natural Resources Incv342382_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - Sealand Natural Resources Incv342382_ex32-1.htm
EXCEL - IDEA: XBRL DOCUMENT - Sealand Natural Resources IncFinancial_Report.xls
EX-31.2 - EXHIBIT 31.2 - Sealand Natural Resources Incv342382_ex31-2.htm

 

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 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.

 

 
 

 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2013, filed with the Securities and Exchange Commission on April 22, 2013, is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 
 

 

 

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 24, 2013 By:   /s/ Lars Poulsen
    Lars Poulsen
    President and  Chief Executive Officer
     (Duly Authorized Officer and Principal Executive Officer)
     
Date: April 24, 2013 By:   /s/ Steve Matteson
    Steve Matteson
    Chief Financial Officer
     (Duly Authorized Officer and Principal Financial Officer)