Current Report Filing (8-k)
March 01 2017 - 2:22PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 16, 2017
Sealand
Natural Resources, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55172
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45-2416474
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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1722
South Coast Hwy. Oceanside, CA 92054
(Address
of Principal Executive Offices) (Zip Code)
800
688 0501
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
3.02 Unregistered Sales of Equity Securities
On
August 29, 2016 and September 30, 2016, the Company completed the sale of $350,000 of face value of Convertible Promissory Notes
(the “Notes”) to two accredited investors due 3 years from each date thereof (the “Maturity Date”) . These
notes bear interest at the rate of 8% per annum with a late payment interest rate of 13% per annum. The notes are convertible
into an aggregate of 350,000 shares of the Company’s $0.001 par value common shares (the “Share(s)”) at the
option of the shareholders thereof at the lesser of $1.00 per share or 90% of the purchase price of any offering or issuance of
common shares by the Company prior to the Maturity Date. Note subscribers also received a ten-year warrant to purchase one Share
for each dollar amount of Notes subscribed for by such subscriber for $1.50 per Share for an aggregate of 350,000 Shares.
The
Notes require the Company to become current in its filings with the SEC on or before January 31, 2017 unless such date is extended
by agreement of the holders of the Notes.
The
principal and interest of the Notes is personally guaranteed by A. Stone Douglass, the Company’s new CEO. Mr. Douglass guarantee
is secured by a security agreement and UCC-1 filing granting Mr. Douglass a lien on all of the Company’s assets.
Due
to delays in completion of the Company’s Forms 10-K and 10-Q caused by unresolved accounting issues involving the Company’s
wholly owned Danish operating subsidiary, the Company failed to file the reports necessary to become current in its filings with
the SEC by January 31, 2017 as required by the Notes. On February 22, 2017 the Company and the three noteholders cured this default
by mutually agreeing to extend the date to become current with the SEC to March 31, 2017 by executing the attached Note Amendment.
Item
4.01 Changes in Registrant’s Certifying Accountant
On
February 16, 2016, the Company appointed Michael Gillespie & Associates. PLLC, 10544 Alton Ave. NE, Seattle WA 98125 as its
independent auditors and the firm accepted said appointment.
Item
8.01 Other Events
On
November 2, 2016 the Company received a letter dated October 28, 2016 from the Division of Corporate Finance of the United States
Securities and Exchange Commission the (“Commission”) informing the Company that it was no longer in compliance with
its reporting obligations under Section 13(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”) and
that if the Company failed to file its reports required by the Exchange Act in fifteen days from October 28, 2016, the Company
may be subject to an administrative proceeding pursuant to Section 12(j) of the Exchange or a halt to trading in the Company’s
shares pursuant to Section 12(j) of the Exchange Act. Company counsel contacted the Commission and informed them that the Company
was taking steps necessary to bring the Company current in its filings as soon as possible. The Commission noted the Company’s
communication and informed Company counsel that the Commission would continue to monitor the situation.
On
January 28, 2017 the Company’s CEO traveled to Denmark to meet with management of the Company’s wholly owned subsidiary
to expedite completion of the resolution of the all outstanding accounting issues and the concomitant filing of the Company’s
required reports under the Exchange Act. Management believes that the Company will be current in all of its required SEC periodic
reports on or before March 31, 2017.
Item
9.01 Financial Statements and Exhibits
Exhibit
1. Note Amendment
Exhibit
2. Security Agreement and UCC-1 Filing
Exhibit
3. Letter of Engagement of Michael Gillespie & Associates
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, hereunto duly authorized.
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Sealand
Natural Resources, Inc.
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By
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/s/
Stone Douglass
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Name:
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Stone
Douglass
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Title:
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Chief
Executive Officer
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Date:
March 1, 2017