UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2013
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 333-175590
SEALAND NATURAL RESOURCES INC.
(Exact name of registrant as specified in its charter)
|
Nevada (State or Other Jurisdiction of Incorporation or Organization) |
45-2416474 IRS Employer |
50 W. Liberty Street #880 Reno, Nevada 89501
(Address of principal executive offices)
(702) 530-8665
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
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 shorter period that the registrant as 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ¨ No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)
Yes ¨ No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, November 30, 2012: $1,818,000.
As of September 12, 2013, the registrant had 2,267,625 shares of common stock issued and outstanding.
EXPLANATORY NOTE
On September 12, 2013, Sealand Natural Resources Inc. (“Sealand” or the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended May 31, 2013 (the “Original 2013 10-K”) with the Securities and Exchange Commission (the “Commission”). Following the filing of our Original 2013 10-K, the Company reevaluated the effectiveness of disclosure controls and procedures and internal controls over financial reporting and we took steps to eliminate future issues. Specifically, as disclosed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2014 filed with the Commission on September 15, 2014, in the middle of March 2014, during the fourth quarter of the fiscal year ended May 31, 2014, we hired a support staff person in our Denmark office who has assumed responsibility for gathering necessary financial documents to forward to our CFO for reporting.
This Amendment No. 1 is being filed solely for the purpose of amending Item 9A Controls and Procedures to disclose that, as of May 31, 2013, the Company’s disclosure controls and procedures and internal control over financial reporting was not effective for the purposes for which they were intended.
Items Amended in this Filing
This Amendment No. 1 amends the following items of our Original 2013 10-K:
Part II – Item 9A. Controls and Procedures
Part IV – Item 15. Exhibits, Financial Statement Schedules
In accordance with applicable Commission rules, this Amendment No. 1 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 Amendment No. 1.
Except for the items noted above, no other information included in the Original 2013 10-K is being amended or updated by this Amendment No. 1. This Amendment No. 1 continues to describe the conditions as of the date of the Original 2013 10-K, and, except as contained herein, we have not updated or modified the disclosures contained in the Original 2013 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the Commission subsequent to the filing of the Original 2013 10-K, including any amendment to those filings.
Part III
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective in ensuring that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, 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 the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure, due to the inability of the non-US bank to provide the CFO direct online, real time, access to information in English and US dollar denominations/conversions – a new banking relationship is needed with a vendor capable of those services.
Management's Annual Report on Internal Control Over Financial Reporting.
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of May 31, 2013. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of May 31, 2013, the Company’s internal control over financial reporting was not effective for the purposes for which it is intended, given the above referenced issues with the Denmark based bank account and lack of support staff available to assist the CEO in gathering and reporting the bank account activity to the CFO.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm as we are a smaller reporting company and not required to provide the report.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the fourth quarter of the fiscal year ended May 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Part IV
Item 15. Exhibits, Financial Statement Schedules.
The following exhibits are filed as part of this Annual Report.
Exhibits:
| Exhibit Number |
Description | ||
| 2.1 | (2) | Merger Agreement, dated February 15, 2013, by and among Vitas Group Inc. and Sealand Natural Resources Inc. | |
| 3.1 | (1) | Articles of Incorporation. | |
| 3.2 | (1) | Bylaws. | |
| 3.3 | (3) | Articles of Merger | |
| 10.1 | (2) | Cancellation Agreement, dated February 15, 2013, by and among Vitas Group Inc. and its principal shareholders. | |
| 10.2 | (3) | Sealand Office and Warehouse Lease dated June 10, 2011 | |
| 10.3 | (3) | ISAA, LLC Consulting Agreement | |
| 10.4 | (3) | Greg May Employment Agreement | |
| 10.5 | (3) | Lars Poulsen Employment Agreement | |
| 10.6 | (3) | Steve Matteson Employment Agreement | |
| 31.1 | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 31.2 | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 32.1 | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| 32.2 | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| 101.INS* | XBRL Instance Document | ||
| 101.SCH* | XBRL Taxonomy Schema | ||
| 101.CAL* | XBRL Taxonomy Calculation Linkbase | ||
| 101.DEF* | XBRL Taxonomy Definition Linkbase | ||
| 101.LAB* | XBRL Taxonomy Label Linkbase | ||
| 101.PRE* | XBRL Taxonomy Presentation Linkbase |
In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.
*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this annual report or purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
| (1) | Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on July 15, 2011. |
| (2) | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 22, 2013. |
| (3) | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 3, 2013. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: October 7, 2014 | By: | /s/ Lars Poulsen |
| Lars Poulsen | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: October 7, 2014 | By: | /s/ Lars Poulsen |
| Lars Poulsen | ||
| President, Chief Executive Officer, and Director | ||
| (Principal Executive Officer) | ||
| Date: October 7, 2014 | By: | /s/ Steve Matteson |
| Steve Matteson | ||
| Chief Financial Officer | ||
| (Principal Financial And Accounting Officer) | ||
| Date: October 7, 2014 | By: | /s/ Greg May |
| Greg May | ||
| Vice President, Chief Operating Officer and Director |
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 Annual Report on Form 10-K/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 present in this report; | |
| 4. | The registrant’s other certifying officer(s) 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 13-a-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 financing 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(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the 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 involved management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| Dated: October 7, 2014 | /s/ Lars Poulsen |
| President and | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
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 Annual Report on Form 10-K/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 present in this report; | |
| 4. | The registrant’s other certifying officer(s) 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 13-a-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 financing 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(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the 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 involved management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| Dated: October 7, 2014 | /s/ Steve Matteson |
| Chief Financial Officer | |
| (Principal Financial Officer) |
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 this Amendment No. 1 to Yearly Report of Sealand Natural Resources Inc. (the “Company”) on Form 10-K/A for the year ended May 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lars Poulsen, Chief Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
1. Such Amendment No. 1 to Yearly Report on Form 10-K/A for the year ended May 31, 2013, 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 Yearly Report on Form 10-K/A for the year ended May 31, 2013, fairly presents, in all material respects, the financial condition and results of operations of Sealand Natural Resources Inc.
| Dated: October 7, 2014 | /s/ Lars Poulsen |
| President and Chief Executive Officer | |
| (Principal Executive Officer) |
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 this Amendment No. 1 to Yearly Report of Sealand Natural Resources Inc. (the “Company”) on Form 10-K/A for the year ended May 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steve Matteson, Chief Financial Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
1. Such Amendment No. 1 to Yearly Report on Form 10-K/A for the year ended May 31, 2013, 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 Yearly Report on Form 10-K/A for the year ended May 31, 2013, fairly presents, in all material respects, the financial condition and results of operations of Sealand Natural Resources Inc.
| Dated: October 7, 2014 | /s/ Steve Matteson |
| Chief Financial Officer | |
| (Principal Financial Officer) |