10-Q/A

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, 2014

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    x No ¨

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 July 15, 2014 there were 2,749,029 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 February 28, 2014 originally filed with the Securities and Exchange Commission (“Commission”) on April 21, 2014 (the “Original Filing”) to restate our financial statements for the period ended February 28, 2014 which did not properly account for some expenses pertaining to legal and professional fees, product development costs, stock discount expense, and other office and miscellaneous expenses.

Description of Restatement

There was an inputting error in the financial statements that resulted in our not properly accounting for some expenses pertaining to legal and professional fees, product development costs, stock discount expense, and other office and miscellaneous expenses. As a result of the restatement, total operating expenses increased from $1,745,179 to $2,152,304, net loss increased from $(1,823,156) to $(2,230,281), and loss per share increased from $(0.78) to $(0.95).

Items Amended in this Filing

This Amended Filing amends and restates the following items of our Original Filing for the quarterly period ended February 28, 2014:

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.

2

SEALAND NATUREAL RESOURCES INC.

TABLE OF CONTENTS

FORM 10-Q /A REPORT

February 28, 2014

		Page Number
PART I - FINANCIAL INFORMATION		4
Item 1.	Financial Statements.	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	5
Item 4.	Controls and Procedures.	9
PART II - OTHER INFORMATION		10
Item 6.	Exhibits.	10
SIGNATURES		11

3

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:
February 28, 2013 and May 31, 2013	F-1
Statements of Operations:
For the three and nine months ended February 28, 2014 and 2013 and for the period (inception) May 23, 2011 through February 28, 2014	F-2
Statements of Cash Flows:
For the nine months ended February 28, 2014 and 2013 and for the period (inception) May 23, 2011 through February 28, 2014	F-3
Notes to Financial Statements:
February 28, 2014	F-4

4

SEALAND NATURAL RESOURCES, INC.

FORMELY VITAS GROUP, INC.

(A Development Stage Enterprise)

Balance Sheets

	February 28,			May 31,
	2014			2013
	Unaudited			Audited
ASSETS
Current assets:
Cash	$	582,695		$	34,297
Accounts receivable		441,470			246,817
Inventory		112,602			113,345
Prepaids		6,500			2,500
Total current assets		1,143,267			396,959
Fixed assets
Furniture and Equipment, net		132,795			62,394
Other assets
Deposits		142,435			40,000
Prepaid rent		138,833
Total assets	$	1,557,330		$	499,353
LIABILITIES
Current liabilities:
Accounts payable and accrued taxes	$	104,623		$	395,959
Related party loans		-			20,000
Notes Payable		216,000			235,000
Total current liabilities		320,623			650,959
Total liabilities		320,623			650,959
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 75,000,000 authorized, 2,589,625 and 2,105,000 shares issued and outstanding		2,590			2,105
Capital in excess of par value		4,110,627			404,969
Stock subscription		854,131			378,800
Deficit accumulated during the development stage		(3,730,641	)		(937,480	)
Total stockholders' deficit		1,236,707			(151,606	)
Total liabilities and stockholders' deficit	$	1,557,330		$	499,353

The accompanying notes are an integral part of these statements.

F-1

SEALAND NATURAL RESOURCES, INC.

FORMELY VITAS GROUP, INC.

(A Development Stage Enterprise)

Statement of Operations

Unaudited

													Cumulative,
	Restated												Inception,
	Three months			Three months			Nine months			Nine months			May 23,
	ended			ended			ended			ended			2011 through
	February 28,			February 28,			February 28,			February 28,			February 28,
	2014			2013			2014			2013			2014
Sales	$	156,234		$	244,765		$	419,669		$	245,317		$	723,863
Cost of Sales		153,643			125,851			348,616			134,868			477,222
Gross Profit		2,591			118,914			71,053			110,449			246,641
General and administrative expenses:
Wages and salaries		85,073			52,350			290,740			89,530			707,570
Advertising and marketing		11,841			12,332			52,267			32,697			168,617
Legal and professional		659,251			12,121			792,373			20,595			1,164,321
Computer and internet		1,791			3,456			9,506			6,944			15,499
Travel and entertainment		39,823			4,283			83,793			14,368			127,957
Product development costs		23,273			30,000			49,274			30,000			142,727
Bank charges		2,999			361			7,656			1,558			12,244
Rent		34,331			9,000			72,323			18,000			127,321
Depreciation and amortization		2,591			150			5,799			300			8,760
Stock discount expense		1,222,619						1,222,619						1,222,619
Other office and miscellaneous		68,712			4,969			165,348			78,469			185,515
Total operating expenses		2,152,304			129,022			2,751,698			292,461			3,883,150
(Loss) from operations		(2,149,713	)		(10,108	)		(2,680,645	)		(182,012	)		(3,636,509	)
Other income (expense):
Interest (expense)		(80,568	)		(6,759	)		(112,516	)		(6,759	)		(124,019	)
Income/(Loss) before taxes		(2,230,281	)		(16,867	)		(2,793,161	)		(188,771	)		(3,760,528	)
Provision/(credit) for taxes on income		-			-			-			-			-
Net Income/(loss)	$	(2,230,281	)	$	(16,867	)	$	(2,793,161	)	$	(188,771	)	$	(3,760,528	)
Basic earnings/(loss) per common share	$	(0.95	)	$	(0.00	)	$	(1.19	)	$	(0.06	)
Weighted average number of shares outstanding		2,347,313			3,405,000			2,347,313			3,405,000

The accompanying notes are an integral part of these statements.

F-2

SEALAND NATURAL RESOURCES, INC.

FORMELY VITAS GROUP, INC.

(A Development Stage Enterprise)

Statement of Cash Flows

Unaudited

							Cumulative,
							Inception,
	Nine months			Nine months			May 23,
	ended			ended			2011 through
	February 28,			February 28,			February 28,
	2014			2013			2014
Cash flows from operating activities:
Net income (loss)	$	(2,793,161	)	$	(188,771	)	$	(3,760,528	)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Effects of reverse merger					14,477
Forgiveness of debt								29,887
Common stock issued for services		176,340						176,340
Depreciation and amortization		5,799			300			8,760
Amorization of BCF		112,516						112,516
Change in current assets and liabilities:
Accounts receivable		(194,653	)		(244,410	)		(441,470	)
Inventory		743			(161,034	)		(112,602	)
Prepaids		(142,833	)		-			(145,333	)
Accounts payable and accrued expenses		(291,336	)		16,307			104,623
Net cash flows from operating activities		(3,126,585	)		(563,131	)		(4,027,807	)
Cash flows from investing activities:
Purchase of fixed assets		(76,200	)		(574	)		(141,555	)
					-
Net cash flows from investing activities		(76,200	)		(574	)		(141,555	)
Cash flows from financing activities:
Proceeds from sale of common stock		3,425,287			126,070			3,824,361
Deposits paid		(102,435	)					(142,435	)
Notes Payable		(27,000	)		235,000			216,000
Stock subscription receivable		475,331			(63,698	)		854,131
Related party transaction		(20,000	)		265,791			-
Net cash flows from financing activities		3,751,183			563,163			4,752,057
Net cash flows		548,398			(542	)		582,695
Cash and equivalents, beginning of period		34,297			781			-
Cash and equivalents, end of period	$	582,695		$	239		$	582,695
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

The accompanying notes are an integral part of these statements.

F-3

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2014

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 February 28, 2014 and May 31, 2013 and for the three and nine months ended February 28, 2014 and 2013 and for the period (inception) from May 23, 2011 through February 28, 2014.

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 February 28, 2014 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 February 28, 2014 and May 31, 2013 the company had recognized total depreciation expense of $5,799 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.

F-4

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2014

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.

F-5

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2014

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 February 28, 2014 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 February 28, 2014, the Company had an accumulated deficit of $3,730,641. 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.

F-6

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2014

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:

First Restatement:

The financial statements have been revised to correct an error in accounting for 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 21, 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	)

F-7

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2014

Second Restatement:

The financial statements have been revised to correct an error in accounting for the Company’s operating expenses, current period net loss and earnings per share for the three month period ending February 28, 2014. In accordance with applicable Generally Accepted Accounting Principles (GAAP), the Company calculated and recognized adjustments accordingly.

On April 21, 2014, the Company filed with the Securities and Exchange Commission (“SEC”) its reviewed financial statements for the quarter ended February 28, 2014.   Following the discovery of various material errors the Company informed the SEC on July 14, 2014, that these financial statements could not be relied upon, and on July 15, 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 for the three months ended February 28, 2014.

	Restated			Original
Total operating expenses	$	2,152,304		$	1,745,179
Net loss for period	$	(2,230,281	)	$	(1,823,156	)
Earnings per share	$	(0.95	)	$	(0.78	)

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 Company was forgiven this payable and recorded the forgiveness as other income in the period ending 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, June 30, 2013, September 30, 2013, and December 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, June 30, 2013, September 30, 2013, and December 31, 2013 have not been issued but have been accounted for as a stock subscription payable.

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 March 31, 2013, June 30, 2013 and September 30, 2013 were issued in October 2013. On October 1, 2013, the Company modified this contract. The modified contract now requires the issuance of 3,000 shares of stock a quarter (on an annual basis) and the Company will pay all related taxes on these shares through a payroll deduction. On December 31, 2013, the Company issued 1,500 shares of the $3,000 shares to be issued. The remaining $1,500 shares have been accounted for as a stock subscription payable.

F-8

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2014

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. The Shares earned on September 30, 2013 were issued in October 2013 and the 1,500 shares were issued on December 31, 2013.

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 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 received 1,200,000 shares of Vitas Group Inc. and the total outstanding shares were 2,105,000.

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 period March 1, 2013 through May 31, 2013, 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.

On September 9, 2013, the Company received $20,000 cash for 5,000 shares issued.

On September 23, 2013, the Company issued 125,000 shares and received $300,000 in cash. Additionally, the Company will receive an additional $200,000 in the form of a $100,000 line of credit for the Orskov Foods A/S Denmark unit and an additional $100,000 on June 15, 2014 if the Company reports total income in excess of $2,000,000 on their year-end financials. This $200,000 has been recorded as a stock subscription until enacted and collected.

As of November 30, 2013, the Company has not issued the shares applicable to the Service Agreements for two individuals. The Company has recorded a stock subscription of $68,760 for the 9,000 shares that have not been issued.

On December 1, 2013 the Company issued 51,000 shares of stock to Michael Larkin for consultancy services and recognized $539,000 in expense.

On December 31, 2013, the Company issued 3,000 shares of stock as part of their service agreements with two key individuals. The Company recognized $35,250 in stock based compensation expense.

F-9

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2014

The Company received $550,000 in cash but has not issued the shares of stock. This amount has been recorded as a stock subscription as of February 28, 2014.

During the period ending February 28, 2014, the Company issued 94,500 shares of stock for $567,000 in cash.

During the period ending February 28, 2014, the Company issued stock at below fair market value. The Company issued shares at an average price of $6 per share when the going market rates was approximately $10 to $11 per share. The Company recognized $1,222,619 as stock discount expense.

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.

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.

F-10

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2014

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 received 1,200,000 shares of Vitas Group Inc. and the total outstanding shares were 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

F-11

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2014

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	)

F-12

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2014

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

F-13

SEALAND NATURAL RESOURCES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2014

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).

On November 22, 2013, the Company paid off $25,000 of these notes payable and paid an additional $3,500 of accrued interest.

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). On December 1, 2013, the Company re-negotiated this convertible note. The Company renewed the note at $108, 000, which includes accrued interest of $8,000. There is also a conversion factor that allows the holder to convert these shares at $3 per share. The Company has recorded a beneficial conversion feature of $258,840. The balance of this beneficial conversion feature at February 28, 2014 was $205,508.

On September 7, 2013, the Company entered into an agreement with Amalfi Coast Captial, whereby Amalfi will loan the Company the aggregate principal amount up to $108,000, with interest at the rate of eight percent (8%) per annum, until the maturity date of one year.

If the Note is not paid in full with interest on the maturity date, Amalfi has the right to convert this Note into restricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to $3.00 per share. The Company has recorded a beneficial conversion feature of $70,601. As of February 28, 2014, the Company has recorded $44,886 as interest expense. The balance of the beneficial conversion feature at February 28, 2014 was $25,715.

F-14

SEALAND NATURAL RESOURCES, INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

February 28, 2014

Note 10 – Subsequent Events

Management has reviewed events between February 28, 2014 and the date the financials were issued, April 19, 2014, and there were no significant events identified for disclosure.

F-15

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.

5

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. 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.

6

Results of Operations

Comparison for the three and nine months ended February 28, 2014 and 2013

Revenues

For the three months ended February 28, 2014, we generated revenues of $156,234, as compared to $244,765 for the same period in 2013. For the nine months ended February 28, 2014, we generated revenues of $419,669, as compared to $245,317 for the same period in 2013. The decrease in revenue for the quarter was attributable to the timing of orders. Some customers that placed orders in the 2013 comparison quarter did not, due to the cyclical nature of the business, reorder in the current fiscal quarter. The increase in revenue for the nine months was attributable to establishing new sales contracts with new vendors, both domestic and international. 

Operating Expenses

Operating costs for the three months ended February 28, 2014 were $2,152,304, as compared to $129,022 for the same period in 2013. Operating costs for the nine months ended February 28, 2014 were $2,751,698, as compared to $292,461 for the same period in 2013.  These costs are connected to general and administrative expenses, which are comprised of wages and salaries, advertising, professional fees, stock discount expense, and other related expenses. Expenses generally increased due to the increased scale and scope of our business operations and a greater emphasis on marketing and advertising efforts. The specific expenses that increased the most for the three months and nine months ended February 28, 2014 were legal and professional fees and stock discount expense.

Our legal and professional fees for the three months ended February 28, 2014 were $659,251, as compared to $12,121 for the same period in 2013. Our legal and professional fees for the nine months ended February 28, 2014 were $792,373, as compared to $20,595 for the same period in 2013. The reasons for the increase were: 1) the increased compliance and regulatory expense of being a public company; and 2) our increased distribution presence and our hiring of professionals in the beverage industry as well as other consultants.

Our stock discount expense for the three months and nine months ended February 28, 2014 was $1,222,619, as compared to $0 for the same periods in 2013. The reason for the increase was due to various rounds of PIPE fundraising in which investors received stock at below fair market value. The Company issued shares at an average price of $6 per share when the going market rate was approximately $10 to $11 per share.

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

Net Loss

Our net loss for the three months ended February 28, 2014 was ($2,230,281) as compared to ($16,867) for the same period in 2013. Our net loss for the nine months ended February 28, 2014 was ($2,793,161) as compared to ($188,771) for the same period in 2013. The increase in the losses was mainly attributable to the increase in legal and professional fees and stock discount expense discussed above as well as the increase in wages and salaries and interest expense.

Liquidity and Capital Resources

As of February 28, 2014, our current assets were $1,143,267 and our total liabilities were $320,623. As of February 28, 2014, current assets were comprised of $582,695 in cash, $441,470 of receivables, $112,602 of inventory, and $6,500 in prepaid items. As of February 28, 2014, total liabilities were comprised of $104,623 in accounts payable, and $216,000 of notes payable.

As of February 28, 2014, our total assets were $1,557,330 comprised of current assets, furniture/equipment of $132,795, $142,435 of deposits, and $138,833 of prepaid rent.  Stockholders’ deficit increased from $702,027 as of November 30, 2013 to $1,236,707 as of February 28, 2014.  

7

Cash Flows From Operating Activities

We have not generated positive cash flows from operating activities. For the nine months ended February 28, 2014, net cash flows used in operating activities was $(3,126,585). Net cash flows used in operating activities was $(563,131) for the nine months ended February 28, 2013. Uncollected accounts receivables may adversely impact liquidity and require the Company to seek additional outside capital to fund operations. Accounts receivables represented a significant portion of sales as we experienced a delay in receiving payments that was longer than anticipated due to shipping delays, travel time delays, and a longer introduction period to customers. In addition, in limited circumstances, payment terms to a customer may be extended beyond those stated in the contract, in order to assist product success in the market with that customer.

Cash Flows From Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the nine month period ended February 28, 2014, net cash provided by financing activities was $3,751,183. For the nine month period ended February 28, 2013, net cash provided by financing activities was $563,163.

Going Concern

The financial statements for the period ended February 28, 2014 contain 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 February 28, 2014 contained in this Amendment No. 1 on Form 10-Q/A, 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.

8

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 Amendment No. 1 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 February 28, 2014, 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 February 28, 2014, 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.

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 Amendment No. 1 to Quarterly Report on Form 10-Q/A that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

9

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.

10

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: July 15, 2014	By:	/s/ Lars Poulsen
		Lars Poulsen
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: July 15, 2014	By:	/s/ Steve Matteson
		Steve Matteson
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

11

EX-31.1

Exhibit 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

I, Lars Poulsen, certify that:

1. I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q/A of Sealand Natural Resources Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

Dated: July 15, 2014	/s/ Lars Poulsen
	President and Chief Executive Officer
	(Principal Executive Officer )

EX-31.2

Exhibit 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

I, Steve Matteson, certify that:

1. I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q/A of Sealand Natural Resources Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

Dated: July 15, 2014	/s/ Steve Matteson
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 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

In connection with the accompanying Amendment No. 1 to Quarterly Report on Form 10-Q/A of Sealand Natural Resources Inc. for the quarter ended February 28, 2014, I, Lars Poulsen, Chief Executive Officer of Sealand Natural Resources Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1. Such Amendment No. 1 to Quarterly Report on Form 10-Q/A for the quarter ended February 28, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Amendment No. 1 to Quarterly Report on Form 10-Q/A for the quarter ended February 28, 2014, fairly represents in all material respects, the financial condition and results of operations of Sealand Natural Resources Inc.

Dated: July 15, 2014	/s/ Lars Poulsen
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

Exhibit 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

In connection with the accompanying Amendment No. 1 to Quarterly Report on Form 10-Q/A of Sealand Natural Resources Inc. for the quarter ended February 28, 2014, I, Steve Matteson, Chief Financial Officer of Sealand Natural Resources Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1. Such Amendment No. 1 to Quarterly Report on Form 10-Q/A for the quarter ended February 28, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Amendment No. 1 to Quarterly Report on Form 10-Q/A for the quarter ended February 28, 2014, fairly represents in all material respects, the financial condition and results of operations of Sealand Natural Resources Inc.

Dated: July 15, 2014	/s/ Steve Matteson
	Chief Financial Officer
	(Principal Financial Officer)

XML

Common Stock (Details) (USD $)	0 Months Ended				1 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended		33 Months Ended				0 Months Ended
	Sep. 23, 2013	Sep. 09, 2013	Jun. 03, 2011	May 31, 2011	Dec. 31, 2013	Feb. 28, 2014	May 31, 2013	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013	May 31, 2013	May 31, 2012	Feb. 28, 2014	Nov. 30, 2013	Feb. 28, 2014 Minimum [Member]	Feb. 28, 2014 Maximum [Member]	Feb. 13, 2013 Vitas Group Inc [Member]
Common Stock [Line Items]
Shares authorized for issuance							4,500				4,500			9,000
Founder shares issued during period				7,048								704,796
Stock subscription receivable						$ 550,000	$ 28,800		$ 550,000		$ 28,800	$ 63,698	$ 550,000	$ 68,760
Issuance of stock during the period	125,000	5,000	52,625			94,500	60,000				87,500	466,357
Shares issued for cash	300,000	20,000	272,598			567,000	240,000				350,000
Equity issuance, price per share							$ 4					$ 0.314
Proceeds from issuance of common stock									3,425,287	126,070			3,824,361
Shares acquied for merger																	2,500,000
Percentage of equity interests acquired																	83.19%
Shares cancelled in merger																	800,000
Number of shares of acquired entity's stock to be granted to shareholders, per 1 share of Sealand stock.																	28.337
Shares receivable																	1,200,000
Common stock, shares outstanding						2,589,625	2,105,000		2,589,625		2,105,000		2,589,625				2,105,000
Line of credit, maximum borrowing capacity	100,000
Contingent proceeds from sale of stock	100,000
Contingent proceeds, income threshold	2,000,000
Stock subscription per Service Agreements					539,000
Stock subscription per Service Agreements, shares					51,000
Stock based compensation expense, shares					3,000
Stock based compensation expense					35,250
Price per stock option						$ 6			$ 6				$ 6		$ 10	$ 11
Stock discount expense						$ 1,222,619			$ 1,222,619				$ 1,222,619

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Related Party Transactions

9 Months Ended

Feb. 28, 2014

Related Party Loans [Abstract]

Related Party Loans

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 Company was forgiven this payable and recorded the forgiveness as other income in the period ending 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.

XML

Merger (Details)			0 Months Ended
	Feb. 28, 2014	May 31, 2013	Feb. 13, 2013 Vitas Group Inc [Member]	Feb. 13, 2013 Vitas Group Inc [Member] Revised [Member]
Business Acquisition [Line Items]
Shares acquied for merger			2,500,000
Percentage of equity interests acquired			83.19%
Shares cancelled in merger			800,000	1,300,000
Number of shares of acquired entity's stock to be granted to shareholders, per 1 share of Sealand stock.			28.337	50
Shares receivable			1,200,000
Common stock, shares outstanding	2,589,625	2,105,000	2,105,000

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Income Taxes (Narrative) (Details) (USD $)	12 Months Ended
	May 31, 2013	May 31, 2012
Income Taxes [Abstract]
Operating Loss Carryforwards	$ 937,480	$ 320,109
Operating Loss Carryforwards, Expiration Dates	Jan. 01, 2037

XML

Merger (Pro Forma Balance Sheet) (Details) (USD $)	Feb. 28, 2014	May 31, 2013	Feb. 28, 2013	May 31, 2012	May 22, 2011	Nov. 30, 2012 Sealand [Member]	May 31, 2012 Sealand [Member]	Nov. 30, 2012 Vitas [Member]	May 31, 2012 Vitas [Member]	Nov. 30, 2012 Combination [Member]	May 31, 2012 Combination [Member]
Current assets:
Cash	$ 582,695	$ 34,297	$ 239	$ 781		$ 39,932	$ 781		$ 12,393	$ 39,932	$ 13,174
Accounts receivable	441,470	246,817				4,628	4,077			4,628	4,077
Inventory	112,602	113,345				13,720	2,053			13,720	2,053
Prepaid									5,562		5,562
Total current assets	1,143,267	396,959				58,280	6,911		17,955	58,280	24,866
Property and Equipment, net	132,795	62,394				1,467	1,043			1,467	1,043
TOTAL ASSETS	1,557,330	499,353				59,747	7,954		17,955	59,747	25,909
Current liabilities:
Related party loans		20,000				55,035	43,187		3,775	55,035	46,962
Notes payable	216,000	235,000				135,000				135,000
Total current liabilities	320,623	650,959				190,035	43,187		3,775	190,035	46,962
STOCKHOLDERS' DEFICIT
Common stock	2,590	2,105				340,397	334,338	3,005	3,005	3,005	3,005
Capital in excess of par	4,110,627	404,969				70,845	14,236	24,745	24,745	344,539	359,749
Stock subscription receivable	854,131	378,800				(63,698)	(63,698)				(63,698)
Deficit during development stage	(3,730,641)	(937,480)				(477,832)	(320,109)	(27,750)	(13,570)	(477,832)	(320,109)
Total shareholders deficit	1,236,707	(151,606)				(130,288)	(35,233)		14,180	(130,288)	(21,053)
TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT	$ 1,557,330	$ 499,353				$ 59,747	$ 7,954		$ 17,955	$ 59,747	$ 25,909

XML

Merger (Pro Forma Statement of Profit and Loss) (Details) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended	33 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013	May 31, 2013	Feb. 28, 2014	Nov. 30, 2012 Sealand [Member]	May 31, 2012 Sealand [Member]	Nov. 30, 2012 Vitas [Member]	May 31, 2012 Vitas [Member]	Nov. 30, 2012 Combination [Member]	May 31, 2012 Combination [Member]
Business Acquisition [Line Items]
Sales	$ 156,234	$ 244,765	$ 419,669	$ 245,317		$ 723,863	$ 551	$ 18,298			$ 551	$ 18,298
Cost of Sales	153,643	125,851	348,616	134,868		477,222	9,018	34,516			9,018	34,516
Gross Profit	2,591	118,914	71,053	110,449		246,641	(8,467)	(16,218)			(8,467)	(16,218)
General and administrative expenses:
Wages and salaries	85,073	52,350	290,740	89,530		707,570	37,180	207,600			37,180	207,600
Advertising and marketing	11,841	12,332	52,267	32,697		168,617	13,718	44,945			13,718	44,945
Legal and professional	659,251	12,121	792,373	20,595		1,164,321	8,474	5,894			8,474	5,894
Computer and internet	1,791	3,456	9,506	6,944		15,499	3,487	3,989			3,487	3,989
Travel and entertainment	39,823	4,283	83,793	14,368		127,957	10,085	6,196			10,085	6,196
Product development costs	23,273	30,000	49,274	30,000		142,727	51,000	4,600			51,000	4,600
Bank charges	2,999	361	7,656	1,558		12,244	1,065	1,611			1,065	1,611
Rent	34,331	9,000	72,323	18,000		127,321	9,000	21,998			9,000	21,998
Depreciation and amortization	2,591	150	5,799	300	2,887	8,760	150	74			150	74
Other office and miscellaneous	68,712	4,969	165,348	78,469		185,515	15,097	6,984	14,180	11,995	29,277	18,979
Total operating expenses	2,152,304	129,022	2,751,698	292,461		3,883,150	149,256	303,891	14,180	11,995	163,436	315,886
(Loss) from operations	(2,149,713)	(10,108)	(2,680,645)	(182,012)		(3,636,509)
Net income (loss)	$ (2,230,281)	$ (16,867)	$ (2,793,161)	$ (188,771)		$ (3,760,528)	$ (157,723)	$ (320,109)	$ (14,180)	$ (11,995)	$ (171,903)	$ (332,104)

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Restatement

9 Months Ended

Feb. 28, 2014

Restatement [Abstract]

Restatement

Note 3 - Restatement:

First Restatement:

The financial statements have been revised to correct an error in accounting for 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 21, 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	)

Second Restatement:

The financial statements have been revised to correct an error in accounting for the Company's operating expenses, current period net loss and earnings per share for the three month period ending February 28, 2014. In accordance with applicable Generally Accepted Accounting Principles (GAAP), the Company calculated and recognized adjustments accordingly.

On April 21, 2014, the Company filed with the Securities and Exchange Commission ("SEC") its reviewed financial statements for the quarter ended February 28, 2014.   Following the discovery of various material errors the Company informed the SEC on July 14, 2014, that these financial statements could not be relied upon, and on July 15, 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 for the three months ended February 28, 2014.

	Restated			Original
Total operating expenses	$	2,152,304		$	1,745,179
Net loss for period	$	(2,230,281	)	$	(1,823,156	)
Earnings per share	$	(0.95	)	$	(0.78	)

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Convertible Notes Payable (Details) (USD $)	1 Months Ended	9 Months Ended		33 Months Ended		3 Months Ended
	Nov. 22, 2013	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	May 31, 2013	Feb. 28, 2014 Convertible Note Payable One [Member]	Feb. 28, 2014 Convertible Note Payable Two [Member]	Feb. 28, 2014 Convertible Note Payable Three [Member]	Feb. 28, 2014 Amalfi Coast Capital Convertible Note [Member]
Debt Instrument [Line Items]
Debt instrument, issuance date						Jul. 01, 2012	Sep. 01, 2012	Dec. 01, 2012	Sep. 07, 2013
Debt instrument, face amount						$ 10,000	$ 125,000	$ 100,000	$ 108,000
Debt instrument, stated interest rate						8.00%	8.00%	8.00%	8.00%
Debt conversion, price per share						$ 10	$ 10	$ 12.50	$ 3
Beneficial conversion feature		25,715							205,508
Payments on notes payable	25,000
Payments of accrued interest	3,500
Notes Payable		216,000		216,000	235,000
Interest expense on debt									44,886
Unamortized beneficial conversion feature		$ 70,601		$ 70,601					$ 258,840

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Balance Sheet (USD $)	Feb. 28, 2014	May 31, 2013
Current assets:
Cash	$ 582,695	$ 34,297
Accounts receivable	441,470	246,817
Inventory	112,602	113,345
Prepaid wages	6,500	2,500
Total current assets	1,143,267	396,959
Fixed Assets
Furniture and Equipment, net	132,795	62,394
Other assets
Deposits	142,435	40,000
Prepaid rent	138,833
Total assets	1,557,330	499,353
Current liabilities:
Accounts payable and accrued taxes	104,623	395,959
Related party loans		20,000
Notes Payable	216,000	235,000
Total current liabilities	320,623	650,959
Total liabilities	320,623	650,959
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 75,000,000 authorized, 2,589,625 and 2,105,000 shares issued and outstanding	2,590	2,105
Capital in excess of par value	4,110,627	404,969
Stock subscription receivable	854,131	378,800
Deficit accumulated during the development stage	(3,730,641)	(937,480)
Total stockholders' equity	1,236,707	(151,606)
Total liabilities and stockholders' deficit	$ 1,557,330	$ 499,353

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Summary of Significant Accounting Policies

9 Months Ended

Feb. 28, 2014

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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 February 28, 2014 and May 31, 2013 and for the three and nine months ended February 28, 2014 and 2013 and for the period (inception) from May 23, 2011 through February 28, 2014.

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 February 28, 2014 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 February 28, 2014 and May 31, 2013 the company had recognized total depreciation expense of $5,799 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.

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.

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 February 28, 2014 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.

XML

Restatement (Details) (USD $)	3 Months Ended		9 Months Ended		33 Months Ended				3 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	May 31, 2013	May 31, 2012	May 22, 2011	Feb. 28, 2014 Restated [Member]	Aug. 31, 2013 Restated [Member]	Feb. 28, 2014 Original [Member]	Aug. 31, 2013 Original [Member]
Cash	$ 582,695	$ 239	$ 582,695	$ 239	$ 582,695	$ 34,297	$ 781			$ 131,310		$ 104,481
Accounts receivable	441,470		441,470		441,470	246,817				142,016		219,027
Inventory	112,602		112,602		112,602	113,345				127,776		137,237
Deposits	142,435		142,435		142,435	40,000				55,214		57,189
Accounts payable and accrued taxes	104,623		104,623		104,623	395,959				118,668		135,302
Sales	156,234	244,765	419,669	245,317	723,863					42,067		12,753
Cost of Sales	153,643	125,851	348,616	134,868	477,222					48,605		30,431
Total operating expenses	2,152,304	129,022	2,751,698	292,461	3,883,150				2,152,304	236,454	1,745,179	180,330
Net loss for period	(2,230,281)	(16,867)	(2,793,161)	(188,771)	(3,760,528)				(2,230,281)		(1,823,156)
Deficit during development stage	$ (3,730,641)		$ (3,730,641)		$ (3,730,641)	$ (937,480)				$ (1,185,172)		$ (1,140,188)
Earnings per share	$ (0.95)	$ 0	$ (1.19)	$ (0.06)					$ (0.95)	$ (0.12)	$ (0.78)	$ (0.09)

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Service Agreements (Details) (USD $)	9 Months Ended
	Feb. 28, 2014
Service Agreement One [Member]
Service Agreements [Line Items]
Service Agreement Monthly Contractual Amount	$ 9,800
Issuance of common stock	1,500
Service Agreement Two [Member]
Service Agreements [Line Items]
Service Agreement Monthly Contractual Amount	7,500
Issuance of common stock	1,500
Service Agreement Three [Member]
Service Agreements [Line Items]
Service Agreement Monthly Contractual Amount	2,500
Issuance of common stock	1,500
Service Agreement Four [Member]
Service Agreements [Line Items]
Issuance of common stock	1,500
Additional shares authorized	3,000
Sales Requirement One [Member]
Service Agreements [Line Items]
Additional shares authorized	5,000
Net sales requirement for share issuance	2,000,000
Sales Requirement Two [Member]
Service Agreements [Line Items]
Additional shares authorized	5,000
Net sales requirement for share issuance	$ 3,000,000

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Uncertainty, going concern

9 Months Ended

Feb. 28, 2014

Uncertainty, going concern [Abstract]

Uncertainty, going concern

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 February 28, 2014, the Company had an accumulated deficit of $3,730,641. 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.

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.

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Balance Sheet (Parenthetical) (USD $)	Feb. 28, 2014	May 31, 2013
Balance Sheet [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	2,589,625	2,105,000
Common stock, shares outstanding	2,589,625	2,105,000

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Restatement (Tables)

9 Months Ended

Feb. 28, 2014

Restatement [Abstract]

Schedule of Effects of Subsequent and First Restated Statements

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	)

The following table represents the effects of the subsequent and first restated statements for the three months ended February 28, 2014.

	Restated			Original
Total operating expenses	$	2,152,304		$	1,745,179
Net loss for period	$	(2,230,281	)	$	(1,823,156	)
Earnings per share	$	(0.95	)	$	(0.78	)

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Document and Entity Information

9 Months Ended

Feb. 28, 2014

Jul. 15, 2014

Document And Entity Information [Abstract]

Entity Registrant Name

Sealand Natural Resources Inc.

Entity Central Index Key

0001522236

Current Fiscal Year End Date

--05-31

Entity Filer Category

Smaller Reporting Company

Trading Symbol

SLNR

Document Type

10-Q

Amendment Flag

true

Document Period End Date

Feb. 28, 2014

Document Fiscal Period Focus

Q3

Document Fiscal Year Focus

2014

Entity Common Stock, Shares Outstanding

2,749,029

Amendment Description

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 February 28, 2014 originally filed with the Securities and Exchange Commission ("Commission") on April 21, 2014 (the "Original Filing") to restate our financial statements for the period ended February 28, 2014 which did not properly account for some expenses pertaining to legal and professional fees, product development costs, stock discount expense, and other office and miscellaneous expenses.

Description of Restatement

There was an inputting error in the financial statements that resulted in our not properly accounting for some expenses pertaining to legal and professional fees, product development costs, stock discount expense, and other office and miscellaneous expenses. As a result of the restatement, total operating expenses increased from $1,745,179 to $2,152,304, net loss increased from $(1,823,156) to $(2,230,281), and loss per share increased from $(0.78) to $(0.95).

Items Amended in this Filing

This Amended Filing amends and restates the following items of our Original Filing for the quarterly period ended February 28, 2014:

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.

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Income Taxes (Tables)

9 Months Ended

Feb. 28, 2014

Income Taxes [Abstract]

Schedule of Income Tax Provision (Benefit)

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	$	-		$	-

Schedule of Deferred Tax Assets

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	$	-		$	-

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Statement of Operations (USD $)	3 Months Ended		9 Months Ended		33 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014
Statement of Operations [Abstract]
Sales	$ 156,234	$ 244,765	$ 419,669	$ 245,317	$ 723,863
Cost of Sales	153,643	125,851	348,616	134,868	477,222
Gross Profit	2,591	118,914	71,053	110,449	246,641
General and administrative expenses:
Wages and salaries	85,073	52,350	290,740	89,530	707,570
Advertising and marketing	11,841	12,332	52,267	32,697	168,617
Legal and professional	659,251	12,121	792,373	20,595	1,164,321
Computer and internet	1,791	3,456	9,506	6,944	15,499
Travel and entertainment	39,823	4,283	83,793	14,368	127,957
Product development costs	23,273	30,000	49,274	30,000	142,727
Bank charges	2,999	361	7,656	1,558	12,244
Rent	34,331	9,000	72,323	18,000	127,321
Depreciation and amortization	2,591	150	5,799	300	8,760
Stock discount expense	1,222,619		1,222,619		1,222,619
Other office and miscellaneous	68,712	4,969	165,348	78,469	185,515
Total operating expenses	2,152,304	129,022	2,751,698	292,461	3,883,150
(Loss) from operations	(2,149,713)	(10,108)	(2,680,645)	(182,012)	(3,636,509)
Other income (expense):
Interest (expense)	(80,568)	(6,759)	(112,516)	(6,759)	(124,019)
Income/(Loss) before taxes	(2,230,281)	(16,867)	(2,793,161)	(188,771)	(3,760,528)
Provision/(credit) for taxes on income
Net Income/(loss)	$ (2,230,281)	$ (16,867)	$ (2,793,161)	$ (188,771)	$ (3,760,528)
Basic earnings/(loss) per common share	$ (0.95)	$ 0	$ (1.19)	$ (0.06)
Weighted average number of shares outstanding	2,347,313	3,405,000	2,347,313	3,405,000

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Income Taxes

9 Months Ended

Feb. 28, 2014

Income Taxes [Abstract]

Income Taxes

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.

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.

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Common Stock

9 Months Ended

Feb. 28, 2014

Common Stock [Abstract]

Common Stock

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 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 received 1,200,000 shares of Vitas Group Inc. and the total outstanding shares were 2,105,000.

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 period March 1, 2013 through May 31, 2013, 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.

On September 9, 2013, the Company received $20,000 cash for 5,000 shares issued.

On September 23, 2013, the Company issued 125,000 shares and received $300,000 in cash. Additionally, the Company will receive an additional $200,000 in the form of a $100,000 line of credit for the Orskov Foods A/S Denmark unit and an additional $100,000 on June 15, 2014 if the Company reports total income in excess of $2,000,000 on their year-end financials. This $200,000 has been recorded as a stock subscription until enacted and collected.

As of November 30, 2013, the Company has not issued the shares applicable to the Service Agreements for two individuals. The Company has recorded a stock subscription of $68,760 for the 9,000 shares that have not been issued.

On December 1, 2013 the Company issued 51,000 shares of stock to Michael Larkin for consultancy services and recognized $539,000 in expense.

On December 31, 2013, the Company issued 3,000 shares of stock as part of their service agreements with two key individuals. The Company recognized $35,250 in stock based compensation expense.

The Company received $550,000 in cash but has not issued the shares of stock. This amount has been recorded as a stock subscription as of February 28, 2014.

During the period ending February 28, 2014, the Company issued 94,500 shares of stock for $567,000 in cash.

During the period ending February 28, 2014, the Company issued stock at below fair market value. The Company issued shares at an average price of $6 per share when the going market rates was approximately $10 to $11 per share. The Company recognized $1,222,619 as stock discount expense.

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Related Party Transactions (Details) (USD $)	9 Months Ended		12 Months Ended		33 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	May 31, 2013	May 31, 2012	Feb. 28, 2014
Related Party Loans [Abstract]
Product development expenses, related party				$ 43,187
Repayments of related party debt			23,187
Forgiveness of debt					$ 29,887

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Merger (Tables)

9 Months Ended

Feb. 28, 2014

Merger [Abstract]

Summary of Merger Pro Forma Financial Information

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

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	)

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

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	)

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Subsequent Events

9 Months Ended

Feb. 28, 2014

Subsequent Events [Abstract]

Subsequent Events

Note 10 - Subsequent Events

Management has reviewed events between February 28, 2014 and the date the financials were issued, April 19, 2014, and there were no significant events identified for disclosure.

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Merger

9 Months Ended

Feb. 28, 2014

Merger [Abstract]

Merger

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 received 1,200,000 shares of Vitas Group Inc. and the total outstanding shares were 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

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	)

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

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	)

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Convertible Notes Payable

9 Months Ended

Feb. 28, 2014

Convertible Notes Payable [Abstract]

Convertible Notes Payable

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).

On November 22, 2013, the Company paid off $25,000 of these notes payable and paid an additional $3,500 of accrued interest.

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). On December 1, 2013, the Company re-negotiated this convertible note. The Company renewed the note at $108, 000, which includes accrued interest of $8,000. There is also a conversion factor that allows the holder to convert these shares at $3 per share. The Company has recorded a beneficial conversion feature of $258,840. The balance of this beneficial conversion feature at February 28, 2014 was $205,508.

On September 7, 2013, the Company entered into an agreement with Amalfi Coast Captial, whereby Amalfi will loan the Company the aggregate principal amount up to $108,000, with interest at the rate of eight percent (8%) per annum, until the maturity date of one year.

If the Note is not paid in full with interest on the maturity date, Amalfi has the right to convert this Note into restricted common shares of the Company. The Company at its option may elect to convert all or part of the principal and any accrued unpaid interest on these notes at any time or times on or before the maturity based on a conversion price. The conversion price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower) shall equal to $3.00 per share. The Company has recorded a beneficial conversion feature of $70,601. As of February 28, 2014, the Company has recorded $44,886 as interest expense. The balance of the beneficial conversion feature at February 28, 2014 was $25,715.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Feb. 28, 2014

Summary of Significant Accounting Policies [Abstract]

General Organization and Business

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

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 February 28, 2014 and May 31, 2013 and for the three and nine months ended February 28, 2014 and 2013 and for the period (inception) from May 23, 2011 through February 28, 2014.

Use of estimates

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

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 February 28, 2014 and May 31, 2013.

Property and Equipment

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 February 28, 2014 and May 31, 2013 the company had recognized total depreciation expense of $5,799 and $2,887, respectively.

Inventory

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.

Accounts receivable

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

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

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

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

    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

   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

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

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

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

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

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

Recently Issued Accounting Pronouncements

As of February 28, 2014 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.

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Uncertainty, going concern (Details) (USD $)	Feb. 28, 2014	May 31, 2013
Uncertainty, going concern [Abstract]
Deficit accumulated during the development stage	$ (3,730,641)	$ (937,480)

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Income Taxes (Schedule of Income Tax Provision (Benefit)) (Details) (USD $)	12 Months Ended
	May 31, 2013	May 31, 2012
Current Tax Provision:
Taxable income
Total current tax provision
Deferred Tax Provision:
Loss carryforwards	209,906	318,743
Change in valuation allowance	(209,906)	(318,743)
Total deferred tax provision

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Statement of Cash Flows (USD $)	9 Months Ended		33 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014
Cash flows from operating activities:
Net income (loss)	$ (2,793,161)	$ (188,771)	$ (3,760,528)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Effects of reverse merger		14,477
Forgiveness of debt			29,887
Common stock issued for services	176,340		176,340
Depreciation and amortization	5,799	300	8,760
Amortization of BCF	112,516		112,516
Change in current assets and liabilities:
Accounts receivable	(194,653)	(244,410)	(441,470)
Inventory	743	(161,034)	(112,602)
Prepaids	(142,833)		(145,333)
Accounts payable and accrued expenses	(291,336)	16,307	104,623
Net cash flows from operating activities	(3,126,585)	(563,131)	(4,027,807)
Cash flows from investing activities:
Purchase of fixed assets	(76,200)	(574)	(141,555)
Net cash flows from investing activities	(76,200)	(574)	(141,555)
Cash flows from financing activities:
Proceeds from issuance of common stock	3,425,287	126,070	3,824,361
Deposits paid	(102,435)		(142,435)
Notes Payable	(27,000)	235,000	216,000
Stock subscription receivable	475,331	(63,698)	854,131
Related party transaction	(20,000)	265,791
Net cash flows from financing activities	3,751,183	563,163	4,752,057
Net cash flows	548,398	(542)	582,695
Cash and equivalents, beginning of period	34,297	781
Cash and equivalents, end of period	582,695	239	582,695
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
Interest
Income taxes

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Service Agreements

9 Months Ended

Feb. 28, 2014

Service Agreements [Abstract]

Service Agreements

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, June 30, 2013, September 30, 2013, and December 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, June 30, 2013, September 30, 2013, and December 31, 2013 have not been issued but have been accounted for as a stock subscription payable.

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 March 31, 2013, June 30, 2013 and September 30, 2013 were issued in October 2013. On October 1, 2013, the Company modified this contract. The modified contract now requires the issuance of 3,000 shares of stock a quarter (on an annual basis) and the Company will pay all related taxes on these shares through a payroll deduction. On December 31, 2013, the Company issued 1,500 shares of the $3,000 shares to be issued. The remaining $1,500 shares 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. The Shares earned on September 30, 2013 were issued in October 2013 and the 1,500 shares were issued on December 31, 2013.

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Income Taxes (Schedule of Deferred Income Tax Assets) (Details) (USD $)	May 31, 2013	May 31, 2012
Deferred income tax assets
Loss carryforwards	$ 209,906	$ 318,743
Less - Valuation allowance	(209,906)	(318,743)
Total net deferred tax assets

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Summary of Significant Accounting Policies (Details) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended	33 Months Ended
	Feb. 28, 2014	Feb. 28, 2013	Feb. 28, 2014	Feb. 28, 2013	May 31, 2013	Feb. 28, 2014
Organization, Consolidation and Presentation Of Financial Statements [Abstract]
Accounts receivable, period past due to be considered deliquent			90 days
Depreciation expense	$ 2,591	$ 150	$ 5,799	$ 300	$ 2,887	$ 8,760