10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One) 

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

For the quarterly period ended August 31, 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: 000-55172

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 October 20, 2014, the registrant had 2,773,375 shares of common stock issued and outstanding.

SEALAND NATURAL RESOURCES INC.

TABLE OF CONTENTS

FORM 10-Q REPORT

August 31, 2014

		Page Number
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	5
Item 4.	Controls and Procedures.	6
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	7
Item 1A.	Risk Factors.	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	7
Item 3.	Defaults Upon Senior Securities.	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information.	7
Item 6.	Exhibits.	7
		7
SIGNATURES		8

2

PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements.

SEALAND NATURAL RESOURCES, INC.

FORMERLY VITAS GROUP, INC.

(A Development Stage Enterprise)

Table of Contents

Balance Sheets:
August 31, 2014 and May 31, 2014	F-2
Statements of Operations:
For the three months ended August 31, 2014 and 2013	F-3
Statements of Cash Flows:
For the three months ended August 31, 2014 and 2013	F-4
Notes to Financial Statements:
August 31, 2014	F-5

SEALAND NATURAL RESOURCES, INC.

FORMERLY VITAS GROUP, INC.

(A Development Stage Enterprise)

Balance Sheets

	August 31,			May 31,
	2014			2014
	Unaudited			Audited
ASSETS
Current assets:
Cash	$	439,388		$	810,433
Accounts receivable, net of allowance		212,990			530,637
Inventory		125,047			109,628
Prepaids		56,703			48,086
Total current assets		834,128			1,498,784
Fixed assets
Furniture and Equipment, net		85,308			85,579
Other assets
Security deposits on land useage		150,000			150,000
Total assets	$	1,069,436		$	1,734,363
LIABILITIES
Current liabilities:
Accounts payable and accrued taxes	$	132,275		$	49,198
Related party loans		-			-
Notes Payable		113,751			108,000
Accounts recievable holdback liability		-			250,000
Total current liabilities		246,026			407,198
Total liabilities		246,026			407,198
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 75,000,000 authorized, 2,717,029 and 2,678,515 shares issued and outstanding		2,717			2,679
Capital in excess of par value		4,237,415			3,898,776
Stock subscription		1,230,280			1,003,575
Deficit accumulated during the development stage		(4,647,002	)		(3,577,865	)
Total stockholders' deficit		823,410			1,327,165
Total liabilities and stockholders' deficit	$	1,069,436		$	1,734,363

The accompanying notes are an integral part of these statements.

F-2

SEALAND NATURAL RESOURCES, INC.

FORMERLY VITAS GROUP, INC.

 (A Development Stage Enterprise)

Statement of Operations

 Unaudited

	Three months			Three months
	August 31,			August 31,
	2014			2013
Sales	$	125,203		$	42,067
Cost of Sales		132,766			48,605
Gross Profit		(7,563	)		(6,538	)
General and administrative expenses:
Wages and salaries		181,054			113,324
Advertising and marketing		82,693			12,023
Legal and professional		92,103			41,223
Bad debts		225,000
Stock based professional fees		284,458
Computer and internet		5,984			2,761
Travel and entertainment		54,718			22,103
Product development costs		3,258			3,766
Bank charges		1,678			2,122
Rent		38,787			19,085
Depreciation and amortization		2,943			1,527
Other office and miscellaneous		41,918			18,520
Total operating expenses		1,014,594			236,454
(Loss) from operations		(1,022,157	)		(242,992	)
Other income (expense):
Interest (expense)		(46,980	)		(4,700	)
Income/(Loss) before taxes		(1,069,137	)		(247,692	)
Provision/(credit) for taxes on income		-			-
Net Income/(loss)	$	(1,069,137	)	$	(247,692	)
Basic earnings/(loss) per common share	$	(0.40	)	$	(0.12	)
Weighted average number of shares outstanding		2,705,431			2,135,000

The accompanying notes are an integral part of these statements.

F-3

SEALAND NATURAL RESOURCES, INC.

FORMERLY VITAS GROUP, INC.

(A Development Stage Enterprise)

Statement of Cash Flows

Audited

	Three months			Three months
	August 31,			August 31,
	2014			2013
Cash flows from operating activities:
Net income (loss)	$	(1,069,137	)	$	(247,692	)
Adjustments to reconcile net (loss) to cash
provided (used) by developmental stage activities:
Common stock issued for services		258,858
Depreciation and amortization		2,943			1,527
Amortization of note discount		30,816
Stock option plan		25,600
Change in current assets and liabilities:
Accounts receivable		92,647			104,801
Inventory		(15,419	)		(14,431	)
Prepaids		(8,617	)
Accounts receivable holdback liability
Allowance for doubtful accounts		225,000
Accounts payable and accrued expenses		88,936			(277,291	)
Net cash flows from operating activities		(368,373	)		(433,086	)
Cash flows from investing activities:
Purchase of fixed assets		(2,672	)
					-
Net cash flows from investing activities		(2,672	)		-
Cash flows from financing activities:
Proceeds from sale of common stock					590,000
Deposits paid					(15,214	)
Notes Payable
Stock subscription receivable					(44,687	)
Net cash flows from financing activities		-			530,099
Net cash flows		(371,045	)		97,013
Cash and equivalents, beginning of period		810,433			34,297
Cash and equivalents, end of period	$	439,388		$	131,310

The accompanying notes are an integral part of these statements.

F-4

SEALAND NATURAL RESOURCES INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

August 31, 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 principal markets for the natural function beverages are primarily Europe and Southeast Asia. The product is primarily sold to wholesale and retail distributors worldwide.

The Company’s operations are based in the United States. We have an individual that works in Denmark who oversees the Birch Sap production and sales as well as an additional support staff person in Denmark who assists in these tasks.

The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s market penetration before another company develops a similar product.

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.” The Company has adopted the new provision of FASB ASC 915-275 and is not reporting inception to date activities as previously required.

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 for the period ended August 31, 2014 and May 31, 2014 and for the three months ended August 31, 2014 and 2013.

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 an interest and non-interest-bearing accounts. At times, cash balances may be in excess of the FDIC Insurance limit. 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 August 31, 2014 and May 31, 2014.

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 August 31, 2014 and 2013 the company had recognized total depreciation expense of $2,943 and $1,527, 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-5

SEALAND NATURAL RESOURCES INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

August 31, 2014

Accounts receivable

Trade receivables are carried at original invoice amount. Management has determined that an allowance for uncollectible accounts 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. Any account over 90 days past due is now analyzed and any risk of collection is added to allowance for doubtful accounts.

On February 20, 2014, the Company entered into a factoring agreement and received $250,000 for certain accounts listed on their accounts receivable. The Company has an obligation to repurchase these shares if the receivable is never collected. Due to this obligation the Company has recorded an accounts receivable holdback liability. In August 2014, the Company and the factoring agent determined to eliminate this agreement. The Company is issuing shares of stock for the monies received by the factoring agent. As of August 31, 2014, the Company has recorded $250,000 as a stock subscription.

Revenue Recognition Policy

Revenue from the sale of goods is recognized when the following conditions are satisfied:

- The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;

- The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- The amount of revenue can be measured reliably;

- It is probable that the economic benefits associated with the transaction will flow to the entity; and

- The costs incurred or to be incurred in respect to the transaction can be measured reliably

The time that all of the conditions listed above are satisfied varies with each vendor depending on the specific terms to which the Company and each vendor agree. The range of terms varies from pre-paid sales to 120 day payment.

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.

F-6

SEALAND NATURAL RESOURCES INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

August 31, 2014

Convertible Debentures:

Beneficial Conversion Features – If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded as a debt discount pursuant to FASB ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

Debt Discount – The Company determines of the convertible debenture should be accounted for as liability or equity under FASB ASC 480, Liabilities – Distinguishing Liabilities from Equity. FASB ASC 480, applies to certain contract involving a company’s own equity, and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, Obligations that require or may require repurchase of the issuer’s equity shares by transferring assets (e.g., written put options and forward purchase contracts), and Certain obligations where at inception the monetary value of the obligation is based solely or predominantly on:

- A fixed monetary amount known at inception, for example, a payable settleable with a variable number of the issuer’s equity shares with an issuance date fair value equal to a fixed dollar amount.

- Variations in something other than the fair value of the issuer’s equity shares for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer’s equity shares, or

- Variations inversely related to changes in fair value of the issuer’s equity shares, for example, a written put that could be net share settled.

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.

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including senior convertible notes payable and freestanding stock purchase warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by FASB ASC 815, in certain circumstances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

Determination of fair value:

The Company’s financial instruments consist of convertible notes payable. The Company believes all of the financial instruments’ recorded values approximate their fair values because of their nature and respective durations.

The Company complies with the provisions of FASB ASC 820-10, “Fair Values Measurements and Disclosures.” FASB ASC 820-10 relates to financial assets and financial liabilities. FASB ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the Unites States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

FASB ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consist of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 and Level 2) and the lowest priority to unobservable inputs (Level 3).

F-7

SEALAND NATURAL RESOURCES INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

August 31, 2014

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 and 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 as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities”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.

Concentration of Credit Risk and Significant Vendor

The Company has no significant off-balance sheet risks related to foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company does maintain its supplier relationship with one vendor. The Company, by policy, routinely assesses the financial strength of this vendor.

F-8

SEALAND NATURAL RESOURCES INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

August 31, 2014

Recently Issued Accounting Pronouncements

As of August 31, 2014 and May 31, 2014, 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 August 31, 2014, the Company had an accumulated deficit of$4,647,002. 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.

Note 3 – Restatement:

Quarter Ended August 31, 2013 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 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 unaudited financial statements for the above mentioned period.

F-9

SEALAND NATURAL RESOURCES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

August 31, 2014

The following table represents the effects of the 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	)

Quarter Ended February 28, 2014 Restatements:

The financial statements have been revised to correct an error for incorrect accounting on discounted stock issuances, prepaid rent contract, fixed asset reporting error, an omitted foreign bank account and related transactions, and the inclusion of expenses related to a stock option grant and subsequent vesting. The effects of these errors are listed throughout the footnotes to the financial statements and reflected in total below. 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 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 16, 2014 filed its restated unaudited financial statements for the above mentioned period.

Following the discovery of various material errors the Company informed the SEC on August 11, 2014, that the financial statements for the quarter ended February 28, 2014, as restated, could not be relied upon, and the Company filed, on September 17, 2014 its second restated unaudited financial statements for the above mentioned period.

F-10

SEALAND NATURAL RESOURCES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

August 31, 2014

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

	Second Restatement						First Restatement						Original Filing
	Period			Year to date			Period			Year to date			Period			Year to date
Cash	$	739,143					$	582,695					$	582,695
Fixed Assets	$	74,794					$	132,795					$	132,795
Deposits	$	292,435					$	142,435					$	142,435
Prepaid Rent	$	-					$	138,833					$	138,833
Accounts Payable	$	103,686					$	104,623					$	104,623
Accounts Receivable Holdback Liability	$	250,000					$	-					$	-
Additional Paid in Capital	$	3,311,606					$	4,110,627					$	4,110,627
Stock Subscription	$	521,635					$	854,131					$	854,131
Retained Deficit	$	(2,738,573	)				$	(3,730,641	)				$	(3,730,641	)
Total Assets	$	1,666,944					$	1,557,330					$	1,557,330
Total Liabilities	$	569,686					$	320,623					$	320,623
Total Equity	$	1,097,258					$	1,236,707					$	1,236,707
Cost of Sales	$	158,442		$	353,415		$	153,643		$	348,616		$	153,643		$	348,616
General and Administrative	$	1,155,437		$	1,754,831		$	2,152,304		$	2,751,698		$	1,745,179		$	2,751,698
Net Loss	$	(1,238,213	)	$	(1,801,093	)	$	(2,230,281	)	$	(2,793,161	)	$	(1,823,156	)	$	(2,793,161	)
Earnings per share	$	(0.53	)	$	(0.77	)	$	(0.95	)	$	(1.19	)	$	(0.78	)	$	(1.19	)

Note 4 – Service Agreements

On June 1, 2011, the Company entered into a Service Agreement with Greg May. The agreement requires the Company to pay Mr. May 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 was effective January 1, 2013 and the 1,500 shares to be issued on March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013, March 31, 2014 and June 30, 2014 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 Lars Poulsen. The agreement requires the Company to pay Mr. Poulsen 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 was effective January 1, 2013 and the 1,500 shares to be issued on March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013, March 31, 2014 and June 30, 2014 have not been issued but have been accounted for as a stock subscription payable.

F-11

SEALAND NATURAL RESOURCES INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

August 31, 2014

On January 1, 2013, the Company entered into a Service Agreement with Steven Matteson. The agreement requires the Company to pay Mr. Matteson 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. Additionally, this officer can earn an additional 10,000 shares when the Company achieves $2.0 million in net sales, an additional 10,000 shares with the Company achieves $3.0 million in net sales and an additional 10,000 shares when the Company achieves $5.0 million in net sales. 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. Additionally, the 3,000 shares to be issued on March 31, 2014 and June 30, 2014 have not been issued and have been added to the stock subscription payable. On July 18, 2014, the Company terminated the current agreement with Mr. Matteson and entered a new Service Agreement. The Company terminated these shares and offset the stock subscription to the related expense. The new agreement grants 1,500 shares per quarter starting on September 30, 2014 and a monthly payment of $6,000.

On July 2, 2013, the Company entered into a Service Agreement with Peter Kuhn. 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, the 1,500 shares were issued on December 31, 2013, the 1,500 for the quarter ending March 31, 2014 were issued on April 2, 2014 and the June 30, 2014 shares were issued on July 1, 2014.

On March 1, 2014, the Company restructured these service agreements. The Company eliminated the restricted nature of the shares earned and converted those to fully tradable shares.

Note 5 – Security Deposit on Land Usage

On February 12, 2014, The Company entered into an agreement with Tuomo Forest for the sole right to all raw organic birch sap to be harvested in the 42 hectares land owned by Tuomo Forest. This exclusive agreement is valid for (10) ten years unless canceled in writing with a (4) four month notice. The Company has a minimum order of 100,000 liters of birch sap per year. The agreement called for a deposit for usage of $150,000.

Note 6 – Cumulative sale of 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 $210,500.

During the month of June 2013, the Company issued 87,500 shares of common stock for $350,000 cash.

During the month of July 2013, the Company issued 12,500 shares of common stock for $50,000 cash.

During the month of August 2013, the Company issued 47,500 shares of common stock for $190,000 cash.

F-12

SEALAND NATURAL RESOURCES INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

August 31, 2014

During the month of September 2013, the Company issued 130,000 shares of common stock for $520,000.

During September 2013, the Company issued 1,500 shares are part of their consulting agreement and recognized stock based compensation expense of $13,875.

During October 2013, the Company issued 4,500 shares are part of their consulting agreement and recognized stock based compensation expense of $34,380.

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 $538,949 in expense.

During the month of December 2013, the Company issued 94,500 shares of common stock for $567,000 cash.

During the month of January 2014, the Company issued 3,000 shares are part of their consulting agreement and recognized stock based compensation expense of $35,250.

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. These 83,340 shares were issued in May 2014.

On March 31, 2014, the Company recorded stock based compensation expense for three key individuals. The Company recorded an expense of $71,940 but did not issue the 6,000 shares. The Company has recorded these shares as a stock subscription payable.

During the month of April 2014, the Company received cash of $810,000 for shares of common stock. These shares have not been issued and the amounts have been recorded as a stock subscription payable.

On April 1, 2014, the Company issued 1,500 shares of common stock as part of their service agreement with one key individual. The Company recognized $17,985 in stock based compensation expense.

On April 12, 2014, the Company issued 3,250 shares of common stock for professional services rendered. The Company recorded an expense of $39,975.

During the month of April 2014, the Company issued 800 shares of common stock that was purchased in February 2012 but never issued.

During the month of June 2014, the Company issued 17,600 shares of stock. The Company issued 8,300 shares and recorded an expense of $96,858 for stock based professional fees and issued 9,300 shares of common stock that was purchased in February 2012 but never issued.

During the month of July 2014, the Company issued 20,914 shares of common stock. The Company issued 1,500 shares as part of their consultancy agreement and recorded an expense of $15,150. The Company also issued 18,000 shares of stock for professional services and recorded an expense of $162,000. Additionally, the Company issued 1,414 shares that were purchased in February 2012 but never issued.

Note 7 – Convertible Notes Payable

Larkin Family Trust

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).

F-13

SEALAND NATURAL RESOURCES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

August 31, 2014

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 August 31, 2014 was $5,751.

Note 8 – Consulting Agreement

The Company has entered into an agreement with DASH Advisors, LLC (“DASH”) to provide strategic direction and marketing strategy. The Company will pay a monthly retainer of $3,000 per month and grant 51,532 stock options to DASH, exercisable at $6.00 per share until January 1, 2024. The options vest over time at the rate of 4,294 per month, until fully vested.

Note 9 – Joint Venture

On March 1, 2014, the Company entered into a joint venture with KeeSan Family Co, Ltd. The purpose of the joint venture is the development and growth of Birk brand in Asia. The joint venture is called Sealand Natural Resources Korea Co, Ltd. It calls for the investment of $22,500 for an ownership of 45%. As of May 31, 2014, the Company has not funded this joint venture and there is no activity.

Note 10 – Return of Capital

During the period ending May 31, 2014, the Company reimbursed two investors for monies that were given for stock purchases in 2011 and 2012 that was never issued.

On March 18, 2014, the Company refunded $8,600 and on March 21, 2014, the Company also refunded an additional $18,500. For a total of $27,100.

The Company recorded these transactions as a prior period adjustment.

Note 11 – Service Condition Stock Options

The Company has initiated a stock option agreement with one of its vendors (See Note 8). Compensation costs are recognized on a graded basis.

F-14

SEALAND NATURAL RESOURCES INC.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

August 31, 2014

The fair market value of the stock options is estimated using the Black-Scholes-Merton valuation model and the Company uses the following methods to determine its underlying assumptions: expected volatilities are based on implied volatilities of the monthly closing price of the Company’s common stock; the expected term of options granted is based on the SAB 107 simplified method of using the mid-point between the vesting term and the original contractual term; the risk-free interest rate is based on the U.S. Treasury bonds issued with similar life terms to the expected life of the grant; and the expected dividend yield is based on dividend trends. Forfeitures are estimated at the time of the grant and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate is based on historical experience.

The following key assumptions were used in the valuation model to value stock option grants for the respective period.

	Period Ended
	August 31,
	2014
Expected volatility		91.83	%
Weighted-average volatility		81.83	%
Expected dividends		-
Expected term (in years)		10.00
Weighted-average risk-free interest rate		2.35	%
Expected Forfeiture rate		-

Stock option transactions under the Company’s plans for the period ending August 31, 2014 are summarized as follows:

					Weighted-
			Weighted-		Average
			Average		Remaining
			Exercise		Contractual
Options	Shares		Price		Term (years)
Balance, beginning of period		-	$	-
Granted		51,532		6.00		9.33
Exercised		-
Forfeited		-
Outstanding at August 31, 2014		51,532		6.00		9.33
Exercisable at August 31, 2014		34,352	$	6.00		9.33

During the period ending August 31, 2014, the Company recorded stock based professional fees of $25,600.

Note 12 – Subsequent Events

Management has reviewed events between August 31, 2014 and the date the financials were issued, October 20, 2014, and there were no significant events identified for disclosure.

On September 10, 2014, the Company issued 3,346 shares of common stock.

On October 1, 2014, the Company issued 3,000 shares of common stock as part of the service agreements they have with key employees.

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.

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 principal markets for the natural function beverages are primarily Europe and Southeast Asia. The product is primarily sold to wholesale and retail distributors worldwide.

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.

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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.

Results of Operations

Comparison for the three months ended August 31, 2014 and 2013

Revenues

For the three months ended August 31, 2014 and 2013 we generated revenues of $125,203 and $42,067, respectively. Revenue increase was attributable to establishing new sales contracts with new vendors, both domestic and international, and repeat orders from existing customers.

Operating Expenses

Operating costs for the three months ended August 31, 2014 and 2013 were $1,014,594 and $236,454, respectively. These costs are connected to general and administrative expenses, which are comprised of wages and salaries, advertising, professional fees, and other related expenses. Expenses increased primarily due to: a) increased scale and scope of business operations; b) greater emphasis on marketing and advertising efforts; c) increased use of professional and related consulting services, and d) an allowance for bad debts.  

Specifically, our legal and professional expenses, both cash and stock, for the three months ended August 31, 2014 were $376,561, as compared to $41,223 for the three months ended August 31, 2013. The reasons for the increase were: 1) increased compliance and regulatory expense of being a public company; and 2) increased distribution presence and the hiring of professionals in the beverage industry as well as other consultants.

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

Net Loss

Our operating results have recognized losses in the amount of $1,069,137 and $247,692 for the three months ended August 31, 2014 and 2013, respectively.  The increase in the losses was attributable to additional expenditures in salaries, greater emphasis on marketing/advertising and associated travel expenses, and growth of the operations through expansion of the production/distribution channels.

Liquidity and Capital Resources

As of August 31, 2014, our current assets were $834,128 and our total liabilities were $246,026. As of August 31, 2014, current assets were comprised of $439,388 in cash, $212,990 of receivables, $125,047 of inventory, and $56,703 in prepaids. As of August 31, 2014, total liabilities were comprised of $132,275 in accounts payable and accrued taxes, and $113,751 of notes payable.

As of August 31, 2014, our total assets were $1,069,436 comprised of current assets, furniture/equipment of $85,308, and $150,000 of deposits.  Stockholders’ deficit decreased from $1,327,165 as of August 31, 2013 to $823,410 as of August 31, 2014.   

4

Cash Flows From Operating Activities

We have not generated positive cash flows from operating activities. For the quarter ended August 31, 2014, net cash flows used in operating activities was ($368,373). Net cash flows used in operating activities was ($433,086) for the quarter ended August 31, 2013. 

Cash Flows From Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the quarter ended August 31, 2014 net cash provided by financing activities was $0. Net cash provided by financing activities for the quarter ended August 31, 2013 was $530,099.

Going Concern

The financial statements for the period ended August 31, 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

As of August 31, 2014 and May 31, 2014, 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. 

Critical Accounting Policies

Our significant accounting policies are presented in our notes to financial statements for the: a) period ended August 31, 2014 contained in this Form 10-Q; b) 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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

5

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 Quarterly Report on Form 10-Q. 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 August 31, 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 August 31, 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 Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

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

6

Item 1A.  Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

During the quarter ended August 31, 2014, the Company issued 38,514 shares of common stock. The Company issued 26,300 shares for stock based professional fees, 10,714 shares that were purchased in February 2012 but never issued, and 1,500 shares as part of a consultancy agreement.

These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act. These shares of our common stock qualified for exemption under Section 4(2) since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

Item 3.  Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable

Item 5.  Other Information.

On July 18, 2014, the Company terminated the current Service Agreement with Steve Matteson, our Chief Financial Officer, and entered into a new Service Agreement. The new Service Agreement grants 1,500 shares of common stock per quarter to Mr. Matteson starting on September 30, 2014 and a monthly payment of $6,000. The foregoing description of the terms of the Service Agreement is qualified in its entirety by reference to the provisions of the Employment Services Agreement, filed as Exhibit 10.7 to this Quarterly Report on Form 10-Q, which is incorporated by reference herein.

Item 6.  Exhibits

Exhibit Number	Exhibit Title
10.7	Service Agreement with Steve Matteson, dated July 18, 2014.
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.

7

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: October 20, 2014	By:	/s/ Lars Poulsen
		Lars Poulsen
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: October 20, 2014	By:	/s/ Steve Matteson
		Steve Matteson
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

8

EX-10.7

Exhibit 10.7

 

Sealand Natural Resources Inc

EMPLOYMENT AGREEMENT

THIS AGREEMENT, entered into as of July 18, 2014, (this "Agreement"), is between Sealand Natural Resources Inc, a NEVADA corporation (hereinafter called the "Company"), and Steven D. Matteson (hereinafter called the "Chief Financial Officer CFO").

WHEREAS, the Company and the CFO desire to enter into this Agreement pursuant to which the CFO will provide certain services to the Company.

NOW THEREFORE, for the premises and conditions set forth herein and for consideration the receipt and sufficiency of which are hereby acknowledged, the Company and the CFO hereby agree as follows:

1.Services.

(a)Subject to and upon the terms and conditions set forth in this Agreement (including Section 2 hereof), the Company hereby agrees to emply the CFO, and the CFO hereby agrees to provide to the Company, such services as set forth on Exhibit A attached hereto, as may be amended by mutual agreement between the CFO and the Company from time to time.

(b)During the term of this Agreement, the CFO agrees to devote up to 40 hours per week to the performance of services hereunder.

(c)The CFO shall provide his services hereunder at such times and places as are mutually agreed upon by the CFO and the Company.

2.Reporting. The CFO shall report on the services performed hereunder periodically during the term of this Agreement. The CFO represents, warrants and covenants to the Company that each report of his activities will be true, accurate and correct in all respects.

3.Compensation.

(a)So long as the CFO is providing services to the Company under this Agreement during the Term of this Agreement, the Company agrees to grant CFO unrestricted stock in the amount of 1,500 net shares, with the company to cover applicable taxes (“grossed up”), at the end of each calendar quarter - 3/31, 6/30, 9/30, 12/31 - (the “Stock”). In consideration for the 7,500 shares of Stock that have been deferred and are currently due to CFO, the CFO will waive his rights to those shares, and instead be paid a net (grossed up) $8/share by the company at the effective date of this contract.

Sealand Natural Resources Inc. CONFIDENTIAL Page 1 of 8

(b)So long as the CFO is providing services to the Company under this Agreement during the Term of this Agreement, the Company agrees to pay the CFO a cumulative salary of $ 6,000 on the first day of each month period (the draw).

(c)In the event 10% of more of the Company is sold, CFO will be paid a bonus of 50,000 shares of Stock, with immediate vesting and sale rights to the Company, with CFO’s purchase price being $3 a share and the sale price to the Company equal to the price paid by the acquiring individual/company.

(d)The Company will withhold tax and Social Security payments due, if any, from the CFO to any governmental taxing authority, in accordance with (a) and (b) above. The Company hereby agrees that it will timely pay all taxes and fees upon the income and other compensation earned from the Company, and will indemnify and hold the Company harmless against the claims of any governmental taxing authority made in connection with the revenue and other compensation derived by the CFO under this Agreement.

(e)            The CFO will be eligible for a bonus commensurate with industry standards for a CFO. The bonus structure is based on reaching certain sales and other corporate milestones per Exhibit B (Bonus Schedule).

(f)            Except for the compensation and Stock provided for in this Section 3 [and the expense reimbursement fringe benefit provided pursuant to Section 4 and the Termination provision in Section 7d below], the Company shall have no obligation to provide any compensation or other benefits to the CFO with respect to any services rendered by the CFO to the Company hereunder.

4.Expenses. The Company shall reimburse the CFO for any actual expenses incurred by the CFO while rendering services under this Agreement so long as such expenses are reasonable, necessary, and appropriately documented.

5.Representations of CFO. The CFO hereby represents and warrants to the Company that he is free to enter into this Agreement, and he will not disclose to the Company, or use for the Company's benefit, any trade secrets or confidential information which is the property of any other person. Without limiting the generality of the foregoing, the CFO shall not disclose to the Company, and shall not use for the Company's benefit, any information relating to or arising out of his utilizing the funds, personnel, facilities, materials or other resources of any other person (if any), until such information is publicly disclosed.

6.Term. This Agreement shall take effect as of the date of this Agreement (the "Effective Date") and shall continue thereafter in full force and effect until the effective date of termination of the CFO's services hereunder pursuant to the provisions of Section 7 below. For purposes of this Agreement, the period of time during which this Agreement is in full force and effect shall be hereinafter referred to as the "Term".

Sealand Natural Resources Inc. CONFIDENTIAL Page 2 of 8

7.Termination.

(a)This Agreement and the services provided by the CFO hereunder shall terminate immediately upon the CFO's death.

(b)This Agreement and the services provided by the CFO hereunder may be terminated at any time by the CFO for any reason or no reason by giving at least thirty (30) days prior written notice of termination to the Company.

(c)This Agreement and the services provided by the CFO hereunder may be terminated at any time by the Company by giving written notice of termination to the CFO.

(d)Upon termination pursuant to this Section 7, the CFO shall be entitled to that portion of the Fee and Stock which has been earned but remains unpaid. Except in the event of just cause, the CFO shall also be entitled to severance commensurate with industry standards for an individual with the title of Chief Financial Officer, including but not limited to 15,000 shares of Sealand Natural Resources common stock, per year of service accumulated from the CFO’s original hire date of January 1, 2013, on a prorated basis. The CFO’s purchase price of the shares will be $3 per share.

8.Confidential Information.

(a)For purposes of this Agreement, the term "Confidential Information" shall mean (i) confidential information, knowledge or data of the Company, (ii) trade secrets of the Company and (iii) any other information of the Company disclosed to the CFO (whether prior to or after the signing of this Agreement) or which the CFO is given after the date of this Agreement and prior to the termination of his services to the Company. Without limiting the generality of the foregoing, the term "Confidential Information" shall include (A) all inventions, improvements, developments, ideas, processes, prototypes, plans, drawings, designs, models, formulations, specifications, methods, techniques, shop-practices, discoveries, innovations, creations, technologies, formulas, algorithms, data, computer databases, reports, laboratory notebooks, papers, writings, photographs, source and object codes, software programs, other works of authorship, know-how, patents, trademarks and copyrights (including all records pertaining to any of the foregoing), whether or not reduced to writing, that are owned by the Company, or that are required to be assigned to the Company by any person, including, without limitation, any employee or CFO of the Company, or that are licensed to the Company by any person, (B) information regarding the Company's plans for research and development or for new products, (C) engineering or manufacturing information pertaining to the Company or any of its operations or products, (D) information regarding regulatory matters pertaining to the Company, (E) information regarding any acquisition or strategic alliance effected by the Company or any proposed acquisition or strategic alliance being considered by the Company, (F) information regarding the status or outcome of any negotiations engaged in by the Company, (G) information regarding the existence or terms of any contract entered into by the Company, (H) information regarding any aspect of the Company's intellectual property position, (I) information regarding prices or costs of the Company, (J) information regarding any aspect of the Company's business strategy, including, without limitation, the Company's marketing, selling and distribution strategies, (K) information regarding customers or suppliers of the Company, (L) information regarding the skills, compensation and other terms of employment or engagement of the Company's employees and CFOs, (M) business plans, budgets and unpublished financial statements and unpublished financial data of the Company, (N) information regarding marketing and sales of any actual or proposed product or services of the Company and (O) any other information that the Company may designate as confidential.

Sealand Natural Resources Inc. CONFIDENTIAL Page 3 of 8

(b)The CFO acknowledges that, except to the extent otherwise provided below in this Section 8(b) or in Section 8(d) hereof, all Confidential Information disclosed to or acquired by the CFO is a valuable, special, and unique asset of the Company and is to be held in trust by the CFO for the Company's sole benefit. Except as otherwise provided below in this Section 8(b) or in Section 8(d) hereof, the CFO shall not, at any time during or for 180 days after the Term, use for himself or others, or disclose or communicate to any person for any reason, any Confidential Information without the prior written consent of the Company. Notwithstanding anything in this Section 8(b) to the contrary, it is understood that, except to the extent otherwise expressly prohibited by the Company, (A) the CFO may use Confidential Information in connection with providing services to the Company and (B) the CFO may disclose Confidential Information to any employee, CFO or advisor to or of the Company who has a need to know such Confidential Information in order to perform or provide any services to the Company in the ordinary course and within the scope of such employee's, CFO's or advisor's engagement by the Company.

(c)The CFO acknowledges and agrees that the Company has received, and may receive in the future, confidential or proprietary information from third parties ("Third Party Confidential Information") subject to a duty on the Company's part to maintain the confidentiality of such Third Party Confidential Information and to use it only for certain limited purposes. During the Term and thereafter, the CFO shall hold Third Party Confidential Information in the strictest confidence and will not use or disclose to anyone any Third Party Confidential Information, unless expressly authorized in writing by the Company or unless otherwise provided below in this Section 8(c) or in Section 8(d) below. Notwithstanding anything in this Section 8(c) to the contrary, it is understood that, except to the extent otherwise expressly prohibited by the Company, (A) the CFO may use Third Party Confidential Information in connection with providing services to the Company and (B) the CFO may disclose Third Party Confidential Information to any employee, CFO or advisor to or of the Company who has a need to know such Third Party Confidential Information in order to perform or provide any services to the Company in the ordinary course and within the scope of such employee's, CFO's or advisor's engagement by the Company.

(d)The CFO's obligations under Section 8(b) and/or Section 8(c) hereof not to use, disclose or communicate Confidential Information or Third Party Confidential Information to any person without the prior written consent of the Company shall not apply to any Confidential Information or Third Party Confidential Information which (i) is or becomes publicly known under circumstances involving no breach by the CFO of this Agreement, (ii) was known by the CFO prior to the date hereof, (iii) is independently developed by the CFO other than in the course of performing consulting services for the Company pursuant to this Agreement, (iv) was or is disclosed to the CFO by a third party who is not under any obligation of confidentiality to the Company or the owner of any Third Party Confidential Information, (v) is disclosed by the CFO pursuant to a request or order of any court or governmental agency, provided that the CFO shall have promptly notified the Company of any such request or order and provided reasonable cooperation (at the Company's expense) in the Company's efforts, if any, to contest or limit the scope of such request or order, and/or (vi) was or is approved for release by written authorization of an authorized representative of the Company.

Sealand Natural Resources Inc. CONFIDENTIAL Page 4 of 8

(e)The obligations of the CFO under this Section 8 are without prejudice, and are in addition to, any other obligations or duties of confidentiality, whether express or implied or imposed by applicable law, that are owed to the Company or any other person to whom the Company owes an obligation of confidentiality.

9.Return of Documents. All originals, copies and summaries of manuals, memoranda, notes, notebooks, records, reports, plans, drawings, specifications, devices, formulas, storage media (including software, documents and computer printouts) and other documents or items of any kind containing, disclosing, concerning or relating to Inventions, Confidential Information or Third Party Confidential Information shall, to the extent that they are in the actual or constructive possession or control of the CFO, be delivered to the Company by the CFO immediately upon termination of this Agreement.

10.Miscellaneous.

10.1.          Entire Agreement. This Agreement represents the entire Agreement of the parties with respect to the arrangements contemplated hereby. No prior agreement, whether written or oral, shall be construed to change, amend, alter, repeal or invalidate this Agreement. This Agreement may be amended only by a written instrument executed in one or more counterparts by the parties.

10.2.          Waiver. No consent to or waiver of any breach or default in the performance of any obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance of any of the same or any other obligations hereunder. Failure on the part of either party to complain of any act or failure to act of the other party or to declare the other party in default, irrespective of the duration of such failure, shall not constitute a waiver of rights hereunder and no waiver hereunder shall be effective unless it is in writing, executed by the party waiving the breach or default hereunder.

10.3.          Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may be assigned by the Company to any affiliate of the Company and to a successor of its business to which this Agreement relates (whether by purchase or otherwise). "Affiliate of the Company" means any person which, directly or indirectly, controls or is controlled by or is under common control with the Company and, for the purposes of this definition, "control" (including the terms "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of another whether through the ownership of voting securities or holding of office in another, by contract or otherwise. The CFO may not assign or transfer any or all of his rights or obligations under this Agreement.

Sealand Natural Resources Inc. CONFIDENTIAL Page 5 of 8

10.4.          Disputes and Costs. In case of any dispute hereunder, the parties will submit to the exclusive jurisdiction and venue of any court of competent jurisdiction sitting in Reno, NV and will comply with all requirements necessary to give such court jurisdiction over the parties and the controversy. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO CLAIM OR RECOVER PUNITIVE DAMAGES.

10.5.          Severability. All headings and subdivisions of this Agreement are for reference only and shall not affect its interpretation. In the event that any provision of this Agreement should be held unenforceable by a court of competent jurisdiction, such court is hereby authorized to amend such provision so as to be enforceable to the fullest extent permitted by law, and all remaining provisions shall continue in full force without being impaired or invalidated in any way.

10.6.          Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

10.7.          Survival. The provisions of this Section 10.7 and Sections 8, 9, and 10 shall survive the expiration of the Term and the termination of this Agreement.

Sealand Natural Resources Inc. CONFIDENTIAL Page 6 of 8

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date written above as a sealed instrument.

Sealand Natural Resources Inc.
By:
Name:	Greg May
Title:	Vice President and Chief Operations Officer
By:
Name:	Lars Aaurp Poulsen
Title:	President  and  Chief Executive  Officer
By:
Name:	Steven D. Matteson
Title:	Chief Financial Officer

Sealand Natural Resources Inc. CONFIDENTIAL Page 7 of 8

Exhibit A

Description of Services

The CFO shall perform the following services for the Company:

(i) Serve as an employee of Sealand Natural Resources Inc., and act as Chief Financial Officer and receive a salary and stock bonus plan as an employee of SLNR for services rendered and milestone targets are met.

Exhibit B

CFO will receive a Stock Option Bonus for company milestones as follows:

10,000 share stock option grant upon the company surpassing sales milestone of $2 million in total gross annual sales. Option grant price to be set as the closing stock price at the end of the fiscal quarter the milestone is met.

then an additional

10,000 share stock option grant upon the company surpassing sales milestone of $3.5 million in total gross annual sales. Option grant price to be set as the closing stock price at the end of the fiscal quarter the milestone is met.

then an additional

10,000 share stock option grant upon the company surpassing sales milestone of $5 million in total gross annual sales. Option grant price to be set as the closing stock price at the end of the fiscal quarter the milestone is met.

Sealand Natural Resources Inc. CONFIDENTIAL Page 8 of 8

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 Quarterly Report on Form 10-Q 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 20, 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 Quarterly Report on Form 10-Q 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 20, 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 this Quarterly Report of Sealand Natural Resources Inc. (the “Company”) on Form 10-Q for the period ended August 31, 2014, as filed with the Securities and Exchange Commission on the date hereof, 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 Quarterly Report on Form 10-Q for the period ended August 31, 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 Quarterly Report on Form 10-Q for the period ended August 31, 2014, fairly presents, in all material respects, the financial condition and results of operations of Sealand Natural Resources Inc.

Dated: October 20, 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 this Quarterly Report of Sealand Natural Resources Inc. (the “Company”) on Form 10-Q for the period ended August 31, 2014, as filed with the Securities and Exchange Commission on the date hereof, 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 Quarterly Report on Form 10-Q for the period ended August 31, 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 Quarterly Report on Form 10-Q for the period ended August 31, 2014, fairly presents, in all material respects, the financial condition and results of operations of Sealand Natural Resources Inc.

Dated: October 20, 2014	/s/ Steve Matteson
	Chief Financial Officer
	(Principal Financial Officer)

XML

Service Condition Stock Options (Schedule of Stock Option Transactions) (Details) (USD $)	3 Months Ended	12 Months Ended
	Aug. 31, 2014	May 31, 2014
Shares
Balance, beginning of period
Granted	51,532
Exercised
Forfeited
Outstanding at August 31, 2014	51,532
Exercisable at May 31, 2014		34,352
Weighted Average Exercise Price
Balance, beginning of period
Granted	$ 6.00
Exercised	$ 0
Forfeited	$ 0
Outstanding at August 31, 2014	$ 6.00
Exercisable at May 31, 2014	$ 6.00
Weighted Average Remaining Contractual Term
Balance, beginning of period	9 years 3 months 29 days	0 years
Granted	9 years 3 months 29 days
Outstanding at August 31, 2014	9 years 3 months 29 days	0 years
Exercisable at August 31, 2014	9 years 3 months 29 days

XML

Security Deposit On Land Usage (Details) (USD $)			0 Months Ended
	Aug. 31, 2014	May 31, 2014	Feb. 12, 2014 Land usage agreement with Tuomo Forest [Member]	Feb. 12, 2014 Land usage agreement with Tuomo Forest [Member] ha
Collaborative Arrangements and Non collaborative Arrangement Transactions [Line Items]
Area of land owned by counterparty (in hectares)				42
Term of agreement			10 years
Notice period for cancellation of agreement			4 months
Security deposits on land useage	$ 150,000	$ 150,000		$ 150,000

XML

Service Agreements

3 Months Ended

Aug. 31, 2014

Service Agreements [Abstract]

Service Agreements

Note 4 – Service Agreements

On June 1, 2011, the Company entered into a Service Agreement with Greg May. The agreement requires the Company to pay Mr. May 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 was effective January 1, 2013 and the 1,500 shares to be issued on March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013, March 31, 2014 and June 30, 2014 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 Lars Poulsen. The agreement requires the Company to pay Mr. Poulsen 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 was effective January 1, 2013 and the 1,500 shares to be issued on March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013, March 31, 2014 and June 30, 2014 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 Steven Matteson. The agreement requires the Company to pay Mr. Matteson 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. Additionally, this officer can earn an additional 10,000 shares when the Company achieves $2.0 million in net sales, an additional 10,000 shares with the Company achieves $3.0 million in net sales and an additional 10,000 shares when the Company achieves $5.0 million in net sales. 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. Additionally, the 3,000 shares to be issued on March 31, 2014 and June 30, 2014 have not been issued and have been added to the stock subscription payable. On July 18,  2014, the Company terminated the current agreement with Mr. Matteson and entered a new Service Agreement. The Company terminated these shares and offset the stock subscription to the related expense. The new agreement grants 1,500 shares per quarter starting on September 30, 2014 and a monthly payment of $6,000.

On July 2, 2013, the Company entered into a Service Agreement with Peter Kuhn. 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, the 1,500 shares were issued on December 31, 2013, the 1,500 for the quarter ending March 31, 2014 were issued on April 2, 2014 and the June 30, 2014 shares were issued on July 1, 2014.

On March 1, 2014, the Company restructured these service agreements. The Company eliminated the restricted nature of the shares earned and converted those to fully tradable shares.

XML

Joint Venture (Details) (Joint Venture Not Yet Funded [Member], USD $)	Aug. 31, 2014
Joint Venture Not Yet Funded [Member]
Schedule of Equity Method Investments [Line Items]
Equity interest, investment amount	$ 22,500
Equity interest, percentage	45.00%

XML

Consulting Agreement (Details) (USD $)	3 Months Ended
	Aug. 31, 2013	Aug. 31, 2014
Consulting Agreement [Abstract]
Consulting agreement monthly retainer	$ 3,000
Fixed price per share		$ 6.00
Option to purchase	51,532
Vesting rate		$ 4,294

XML

Return of Capital (Details) (USD $)	1 Months Ended		3 Months Ended
	Mar. 21, 2014	Mar. 18, 2014	Aug. 31, 2014
Return of Capital [Abstract]
Prior period adjustment	$ 18,500	$ 8,600
Return of capital			$ 27,100

XML

Service Condition Stock Options (Narrative) (Details) (USD $)	3 Months Ended
	Aug. 31, 2014	Aug. 31, 2013
Service Condition Stock Options [Abstract]
Stock based professional fees	$ 25,600

XML

Restatement

3 Months Ended

Aug. 31, 2014

Restatement [Abstract]

Restatement

Note 3 – Restatement:

Quarter Ended August 31, 2013 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 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 unaudited financial statements for the above mentioned period.

The following table represents the effects of the 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	)

Quarter Ended February 28, 2014 Restatements:

The financial statements have been revised to correct an error for incorrect accounting on discounted stock issuances, prepaid rent contract, fixed asset reporting error, an omitted foreign bank account and related transactions, and the inclusion of expenses related to a stock option grant and subsequent vesting. The effects of these errors are listed throughout the footnotes to the financial statements and reflected in total below. 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 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 16, 2014 filed its restated unaudited financial statements for the above mentioned period.

Following the discovery of various material errors the Company informed the SEC on August 11, 2014, that the financial statements for the quarter ended February 28, 2014, as restated, could not be relied upon, and the Company filed, on September 17, 2014 its second restated unaudited financial statements for the above mentioned period.

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

	Second Restatement						First Restatement						Original Filing
	Period			Year to date			Period			Year to date			Period			Year to date
Cash	$	739,143					$	582,695					$	582,695
Fixed Assets	$	74,794					$	132,795					$	132,795
Deposits	$	292,435					$	142,435					$	142,435
Prepaid Rent	$	-					$	138,833					$	138,833
Accounts Payable	$	103,686					$	104,623					$	104,623
Accounts Receivable Holdback Liability	$	250,000					$	-					$	-
Additional Paid in Capital	$	3,311,606					$	4,110,627					$	4,110,627
Stock Subscription	$	521,635					$	854,131					$	854,131
Retained Deficit	$	(2,738,573	)				$	(3,730,641	)				$	(3,730,641	)
Total Assets	$	1,666,944					$	1,557,330					$	1,557,330
Total Liabilities	$	569,686					$	320,623					$	320,623
Total Equity	$	1,097,258					$	1,236,707					$	1,236,707
Cost of Sales	$	158,442		$	353,415		$	153,643		$	348,616		$	153,643		$	348,616
General and Administrative	$	1,155,437		$	1,754,831		$	2,152,304		$	2,751,698		$	1,745,179		$	2,751,698
Net Loss	$	(1,238,213	)	$	(1,801,093	)	$	(2,230,281	)	$	(2,793,161	)	$	(1,823,156	)	$	(2,793,161	)
Earnings per share	$	(0.53	)	$	(0.77	)	$	(0.95	)	$	(1.19	)	$	(0.78	)	$	(1.19	)

XML

Service Condition Stock Options (Schedule of Fair Value Assumptions) (Details)	3 Months Ended
	Aug. 31, 2014
Service Condition Stock Options [Abstract]
Expected volatility	91.83%
Weighted-average volatility	81.83%
Expected dividends
Expected term	10 years
Weighted-average risk-free interest rate	2.35%
Expected Forfeiture rate

XML

Balance Sheet (USD $)	Aug. 31, 2014	May 31, 2014
Current assets:
Cash	$ 439,388	$ 810,433
Accounts receivable, net of allowance	212,990	530,637
Inventory	125,047	109,628
Prepaids	56,703	48,086
Total current assets	834,128	1,498,784
Fixed assets
Furniture and Equipment, net	85,308	85,579
Other assets
Security deposits on land useage	150,000	150,000
Total assets	1,069,436	1,734,363
Current liabilities:
Accounts payable and accrued taxes	132,275	49,198
Related party loans
Notes Payable	113,751	108,000
Accounts recievable holdback liability		250,000
Total current liabilities	246,026	407,198
Total liabilities	246,026	407,198
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 75,000,000 authorized, 2,717,029 and 2,678,515 shares issued and outstanding	2,717	2,679
Capital in excess of par value	4,237,415	3,898,776
Stock subscription	1,230,280	1,003,575
Deficit accumulated during the development stage	(4,647,002)	(3,577,865)
Total stockholders' deficit	823,410	1,327,165
Total liabilities and stockholders' deficit	$ 1,069,436	$ 1,734,363

XML

Summary of Significant Accounting Policies

3 Months Ended

Aug. 31, 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 principal markets for the natural function beverages are primarily Europe and Southeast Asia. The product is primarily sold to wholesale and retail distributors worldwide.

The Company's operations are based in the United States. We have an individual that works in Denmark who oversees the Birch Sap production and sales as well as an additional support staff person in Denmark who assists in these tasks.

The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company's market penetration before another company develops a similar product.

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.” The Company has adopted the new provision of FASB ASC 915-275 and is not reporting inception to date activities as previously required.

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 for the period ended August 31, 2014 and May 31, 2014 and for the three months ended August 31, 2014 and 2013.

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 an interest and non-interest-bearing accounts. At times, cash balances may be in excess of the FDIC Insurance limit. 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 August 31, 2014 and May 31, 2014.

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 August 31, 2014 and 2013 the company had recognized total depreciation expense of $2,943 and $1,527, 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 an allowance for uncollectible accounts 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. Any account over 90 days past due is now analyzed and any risk of collection is added to allowance for doubtful accounts.

On February 20, 2014, the Company entered into a factoring agreement and received $250,000 for certain accounts listed on their accounts receivable. The Company has an obligation to repurchase these shares if the receivable is never collected. Due to this obligation the Company has recorded an accounts receivable holdback liability. In August 2014, the Company and the factoring agent determined to eliminate this agreement. The Company is issuing shares of stock for the monies received by the factoring agent. As of August 31, 2014, the Company has recorded $250,000 as a stock subscription.

Revenue Recognition Policy

Revenue from the sale of goods is recognized when the following conditions are satisfied:

- The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;

- The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- The amount of revenue can be measured reliably;

- It is probable that the economic benefits associated with the transaction will flow to the entity; and

- The costs incurred or to be incurred in respect to the transaction can be measured reliably

The time that all of the conditions listed above are satisfied varies with each vendor depending on the specific terms to which the Company and each vendor agree. The range of terms varies from pre-paid sales to 120 day payment.

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.

Convertible Debentures:

Beneficial Conversion Features – If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded as a debt discount pursuant to FASB ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

Debt Discount – The Company determines of the convertible debenture should be accounted for as liability or equity under FASB ASC 480, Liabilities – Distinguishing Liabilities from Equity. FASB ASC 480, applies to certain contract involving a company's own equity, and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, Obligations that require or may require repurchase of the issuer's equity shares by transferring assets (e.g., written put options and forward purchase contracts), and Certain obligations where at inception the monetary value of the obligation is based solely or predominantly on:

- A fixed monetary amount known at inception, for example, a payable settleable with a variable number of the issuer's equity shares with an issuance date fair value equal to a fixed dollar amount.

- Variations in something other than the fair value of the issuer's equity shares for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer's equity shares, or

- Variations inversely related to changes in fair value of the issuer's equity shares, for example, a written put that could be net share settled.

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.

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including senior convertible notes payable and freestanding stock purchase warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by FASB ASC 815, in certain circumstances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

Determination of fair value:

The Company's financial instruments consist of convertible notes payable. The Company believes all of the financial instruments' recorded values approximate their fair values because of their nature and respective durations.

The Company complies with the provisions of FASB ASC 820-10, “Fair Values Measurements and Disclosures.” FASB ASC 820-10 relates to financial assets and financial liabilities. FASB ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the Unites States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

FASB ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consist of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 and Level 2) and the lowest priority to unobservable inputs (Level 3).

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 and 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 as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities”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.

Concentration of Credit Risk and Significant Vendor

The Company has no significant off-balance sheet risks related to foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company does maintain its supplier relationship with one vendor. The Company, by policy, routinely assesses the financial strength of this vendor.

Recently Issued Accounting Pronouncements

As of August 31, 2014 and May 31, 2014, 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

Uncertainty, going concern (Details) (USD $)	Aug. 31, 2014	May 31, 2014
Uncertainty, going concern [Abstract]
Deficit accumulated during the development stage	$ (4,647,002)	$ (3,577,865)

XML

Service Agreements (Details) (USD $)	3 Months Ended				0 Months Ended	3 Months Ended	0 Months Ended	3 Months Ended		1 Months Ended
	Aug. 31, 2014 Service Agreement One [Member]	Aug. 31, 2014 Service Agreement Two [Member]	Aug. 31, 2014 Service Agreement Three [Member]	Aug. 31, 2014 Service Agreement Four [Member]	Jul. 02, 2013 Sales Requirement One [Member]	Aug. 31, 2014 Sales Requirement One [Member]	Jul. 02, 2013 Sales Requirement Two [Member]	Aug. 31, 2014 Sales Requirement Two [Member]	Aug. 31, 2014 Sales Requirement Three [Member]	Aug. 31, 2014 New service agreement
Service Agreements [Line Items]
Service Agreement Monthly Contractual Amount	$ 9,800	$ 7,500	$ 2,500	$ 1,500						$ 6,000
Issuance of common stock	1,500	1,500	1,500	3,000						1,500
Additional shares authorized					5,000	10,000	5,000	10,000	10,000
Net sales requirement for share issuance					$ 2,000,000	$ 2,000,000	$ 3,000,000	$ 3,000,000	$ 5,000,000

XML

Uncertainty, going concern

3 Months Ended

Aug. 31, 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 August 31, 2014, the Company had an accumulated deficit of $4,647,002. 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.

XML

Balance Sheet (Parenthetical) (USD $)	Aug. 31, 2014	May 31, 2014
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	2,717,029	2,678,515
Common stock, shares outstanding	2,717,029	2,678,515

XML

Subsequent Events

3 Months Ended

Aug. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

Note 12 – Subsequent Events

Management has reviewed events between August 31, 2014 and the date the financials were issued, October 20, 2014, and there were no significant events identified for disclosure.

On September 10, 2014, the Company issued 3,346 shares of common stock.

On October 1, 2014, the Company issued 3,000 shares of common stock as part of the service agreements they have with key employees.

XML

Document and Entity Information	3 Months Ended
	Aug. 31, 2014	Oct. 20, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
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
Entity Common Stock, Shares Outstanding		2,773,375
Document Period End Date	Aug. 31, 2014
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015
Entity Current Reporting Status	Yes

XML

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Aug. 31, 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 principal markets for the natural function beverages are primarily Europe and Southeast Asia. The product is primarily sold to wholesale and retail distributors worldwide.

The Company's operations are based in the United States. We have an individual that works in Denmark who oversees the Birch Sap production and sales as well as an additional support staff person in Denmark who assists in these tasks.

The Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company's market penetration before another company develops a similar product.

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.” The Company has adopted the new provision of FASB ASC 915-275 and is not reporting inception to date activities as previously required.

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 for the period ended August 31, 2014 and May 31, 2014 and for the three months ended August 31, 2014 and 2013.

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 an interest and non-interest-bearing accounts. At times, cash balances may be in excess of the FDIC Insurance limit. 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 August 31, 2014 and May 31, 2014.

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 August 31, 2014 and 2013 the company had recognized total depreciation expense of $2,943 and $1,527, 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 an allowance for uncollectible accounts 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. Any account over 90 days past due is now analyzed and any risk of collection is added to allowance for doubtful accounts.

On February 20, 2014, the Company entered into a factoring agreement and received $250,000 for certain accounts listed on their accounts receivable. The Company has an obligation to repurchase these shares if the receivable is never collected. Due to this obligation the Company has recorded an accounts receivable holdback liability. In August 2014, the Company and the factoring agent determined to eliminate this agreement. The Company is issuing shares of stock for the monies received by the factoring agent. As of August 31, 2014, the Company has recorded $250,000 as a stock subscription.

Revenue Recognition Policy

Revenue Recognition Policy

Revenue from the sale of goods is recognized when the following conditions are satisfied:

- The Company has transferred to the buyer the significant risks and rewards of ownership of the goods;

- The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

- The amount of revenue can be measured reliably;

- It is probable that the economic benefits associated with the transaction will flow to the entity; and

- The costs incurred or to be incurred in respect to the transaction can be measured reliably

The time that all of the conditions listed above are satisfied varies with each vendor depending on the specific terms to which the Company and each vendor agree. The range of terms varies from pre-paid sales to 120 day payment.

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.

Convertible Debentures

Convertible Debentures:

Beneficial Conversion Features – If the conversion features of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded as a debt discount pursuant to FASB ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

Debt Discount – The Company determines of the convertible debenture should be accounted for as liability or equity under FASB ASC 480, Liabilities – Distinguishing Liabilities from Equity. FASB ASC 480, applies to certain contract involving a company's own equity, and requires that issuers classify the following freestanding financial instruments as liabilities. Mandatorily redeemable financial instruments, Obligations that require or may require repurchase of the issuer's equity shares by transferring assets (e.g., written put options and forward purchase contracts), and Certain obligations where at inception the monetary value of the obligation is based solely or predominantly on:

- A fixed monetary amount known at inception, for example, a payable settleable with a variable number of the issuer's equity shares with an issuance date fair value equal to a fixed dollar amount.

- Variations in something other than the fair value of the issuer's equity shares for example, a financial instrument indexed to the S&P 500 and settleable with a variable number of the issuer's equity shares, or

- Variations inversely related to changes in fair value of the issuer's equity shares, for example, a written put that could be net share settled.

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.

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has issued financial instruments including senior convertible notes payable and freestanding stock purchase warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by FASB ASC 815, in certain circumstances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

Determination of fair value:

The Company's financial instruments consist of convertible notes payable. The Company believes all of the financial instruments' recorded values approximate their fair values because of their nature and respective durations.

The Company complies with the provisions of FASB ASC 820-10, “Fair Values Measurements and Disclosures.” FASB ASC 820-10 relates to financial assets and financial liabilities. FASB ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the Unites States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

FASB ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consist of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 and Level 2) and the lowest priority to unobservable inputs (Level 3).

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 and Acquisition Costs

Deferred Offering and 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 as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities”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.

Concentration of Credit Risk and Significant Vendor

Concentration of Credit Risk and Significant Vendor

The Company has no significant off-balance sheet risks related to foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company does maintain its supplier relationship with one vendor. The Company, by policy, routinely assesses the financial strength of this vendor.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

As of August 31, 2014 and May 31, 2014, 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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Statement of Operations (USD $)	3 Months Ended
	Aug. 31, 2014	Aug. 31, 2013
Statement of Operations
Sales	$ 125,203	$ 42,067
Cost of Sales	132,766	48,605
Gross Profit	(7,563)	(6,538)
General and administrative expenses:
Wages and salaries	181,054	113,324
Advertising and marketing	82,693	12,023
Legal and professional	92,103	41,223
Bad debts	225,000
Stock based professional fees	284,458
Computer and internet	5,984	2,761
Travel and entertainment	54,718	22,103
Product development costs	3,258	3,766
Bank charges	1,678	2,122
Rent	38,787	19,085
Depreciation and amortization	2,943	1,527
Other office and miscellaneous	41,918	18,520
Total operating expenses	1,014,594	236,454
(Loss) from operations	(1,022,157)	(242,992)
Other income (expense):
Interest (expense)	(46,980)	(4,700)
Income/(Loss) before taxes	(1,069,137)	(247,692)
Provision/(credit) for taxes on income
Net Income/(loss)	$ (1,069,137)	$ (247,692)
Basic earnings/(loss) per common share	$ (0.40)	$ (0.12)
Weighted average number of shares outstanding	2,705,431	2,135,000

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Convertible Notes Payable

3 Months Ended

Aug. 31, 2014

Convertible Notes Payable [Abstract]

Convertible Notes Payable

Note 7 – Convertible Notes Payable

Larkin Family Trust

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 August 31, 2014 was $5,751.

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Cumulative sale of Common Stock

3 Months Ended

Aug. 31, 2014

Cumulative sale of Common Stock [Abstract]

Cumulative sale of Common Stock

Note 6 – Cumulative sale of 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 $210,500.

During the month of June 2013, the Company issued 87,500 shares of common stock for $350,000 cash.

During the month of July 2013, the Company issued 12,500 shares of common stock for $50,000 cash.

During the month of August 2013, the Company issued 47,500 shares of common stock for $190,000 cash.

During the month of September 2013, the Company issued 130,000 shares of common stock for $520,000.

During September 2013, the Company issued 1,500 shares are part of their consulting agreement and recognized stock based compensation expense of $13,875.

During October 2013, the Company issued 4,500 shares are part of their consulting agreement and recognized stock based compensation expense of $34,380.

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 $538,949 in expense.

During the month of December 2013, the Company issued 94,500 shares of common stock for $567,000 cash.

During the month of January 2014, the Company issued 3,000 shares are part of their consulting agreement and recognized stock based compensation expense of $35,250.

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. These 83,340 shares were issued in May 2014.

On March 31, 2014, the Company recorded stock based compensation expense for three key individuals. The Company recorded an expense of $71,940 but did not issue the 6,000 shares. The Company has recorded these shares as a stock subscription payable.

During the month of April 2014, the Company received cash of $810,000 for shares of common stock. These shares have not been issued and the amounts have been recorded as a stock subscription payable.

On April 1, 2014, the Company issued 1,500 shares of common stock as part of their service agreement with one key individual. The Company recognized $17,985 in stock based compensation expense.

On April 12, 2014, the Company issued 3,250 shares of common stock for professional services rendered. The Company recorded an expense of $39,975.

During the month of April 2014, the Company issued 800 shares of common stock that was purchased in February 2012 but never issued.

During the month of June 2014, the Company issued 17,600 shares of stock. The Company issued 8,300 shares and recorded an expense of $96,858 for stock based professional fees and issued 9,300 shares of common stock that was purchased in February 2012 but never issued.

During the month of July 2014, the Company issued 20,914 shares of common stock. The Company issued 1,500 shares as part of their consultancy agreement and recorded an expense of $15,150. The Company also issued 18,000 shares of stock for professional services and recorded an expense of $162,000. Additionally, the Company issued 1,414 shares that were purchased in February 2012 but never issued.

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Restatement (Details) (USD $)	3 Months Ended				3 Months Ended	9 Months Ended	3 Months Ended		9 Months Ended	3 Months Ended		9 Months Ended
	Aug. 31, 2014	Aug. 31, 2013	May 31, 2014	May 31, 2013	Feb. 28, 2014 Second Restatement [Member]	Feb. 28, 2014 Second Restatement [Member]	Feb. 28, 2014 First Restatement [Member]	Aug. 31, 2013 First Restatement [Member]	Feb. 28, 2014 First Restatement [Member]	Feb. 28, 2014 Original [Member]	Aug. 31, 2013 Original [Member]	Feb. 28, 2014 Original [Member]
Cash	$ 439,388	$ 131,310	$ 810,433	$ 34,297	$ 739,143	$ 739,143	$ 582,695	$ 131,310	$ 582,695	$ 582,695	$ 104,481	$ 582,695
Accounts receivable	212,990		530,637					142,016			219,027
Inventory	125,047		109,628					127,776			137,237
Fixed Assets	85,308		85,579		74,794	74,794	132,795		132,795	132,795		132,795
Security deposits on land useage	150,000		150,000		292,435	292,435	142,435	55,214	142,435	142,435	57,189	142,435
Prepaid rent							138,833		138,833	138,833		138,833
Accounts payable and accrued taxes	132,275		49,198		103,686	103,686	104,623	118,668	104,623	104,623	135,302	104,623
Accounts recievable holdback liability			250,000		250,000	250,000
Capital in excess of par value	4,237,415		3,898,776		3,311,606	3,311,606	4,110,627		4,110,627	4,110,627		4,110,627
Stock subscription	1,230,280		1,003,575		521,635	521,635	854,131		854,131	854,131		854,131
Sales	125,203	42,067						42,067			12,753
Cost of Sales	132,766	48,605			158,442	353,415	153,643	48,605	348,616	153,643	30,431	348,616
General and Administrative expenses					1,155,437	1,754,831	2,152,304	236,454	2,751,698	1,745,179	180,330	2,751,698
Total operating expenses	1,014,594	236,454
Net loss	(1,069,137)	(247,692)			(1,238,213)	(1,801,093)	(2,230,281)		(2,793,161)	(1,823,156)		(2,793,161)
Accumulated deficit	(4,647,002)		(3,577,865)		(2,738,573)	(2,738,573)	(3,730,641)	(1,185,172)	(3,730,641)	(3,730,641)	(1,140,188)	(3,730,641)
Total Assets	1,069,436		1,734,363		1,666,944	1,666,944	1,557,330		1,557,330	1,557,330		1,557,330
Total Liabilities	246,026		407,198		569,686	569,686	320,623		320,623	320,623		320,623
Total Equity	$ 823,410		$ 1,327,165		$ 1,097,258	$ 1,097,258	$ 1,236,707		$ 1,236,707	$ 1,236,707		$ 1,236,707
Earnings per share	$ (0.40)	$ (0.12)			$ (0.53)	$ (0.77)	$ (0.95)	$ (0.12)	$ (1.19)	$ (0.78)	$ (0.09)	$ (1.19)

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Restatement (Tables)

3 Months Ended

Aug. 31, 2014

Restatement [Abstract]

Schedule of Effects of Subsequent and First Restated Statements

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

	Second Restatement						First Restatement						Original Filing
	Period			Year to date			Period			Year to date			Period			Year to date
Cash	$	739,143					$	582,695					$	582,695
Fixed Assets	$	74,794					$	132,795					$	132,795
Deposits	$	292,435					$	142,435					$	142,435
Prepaid Rent	$	-					$	138,833					$	138,833
Accounts Payable	$	103,686					$	104,623					$	104,623
Accounts Receivable Holdback Liability	$	250,000					$	-					$	-
Additional Paid in Capital	$	3,311,606					$	4,110,627					$	4,110,627
Stock Subscription	$	521,635					$	854,131					$	854,131
Retained Deficit	$	(2,738,573	)				$	(3,730,641	)				$	(3,730,641	)
Total Assets	$	1,666,944					$	1,557,330					$	1,557,330
Total Liabilities	$	569,686					$	320,623					$	320,623
Total Equity	$	1,097,258					$	1,236,707					$	1,236,707
Cost of Sales	$	158,442		$	353,415		$	153,643		$	348,616		$	153,643		$	348,616
General and Administrative	$	1,155,437		$	1,754,831		$	2,152,304		$	2,751,698		$	1,745,179		$	2,751,698
Net Loss	$	(1,238,213	)	$	(1,801,093	)	$	(2,230,281	)	$	(2,793,161	)	$	(1,823,156	)	$	(2,793,161	)
Earnings per share	$	(0.53	)	$	(0.77	)	$	(0.95	)	$	(1.19	)	$	(0.78	)	$	(1.19	)

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Return of Capital

3 Months Ended

Aug. 31, 2014

Return of Capital [Abstract]

Return of Capital

Note 10 – Return of Capital

During the period ending May 31, 2014, the Company reimbursed two investors for monies that were given for stock purchases in 2011 and 2012 that was never issued.

On March 18, 2014, the Company refunded $8,600 and on March 21, 2014, the Company also refunded an additional $18,500. For a total of $27,100.

The Company recorded these transactions as a prior period adjustment.

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Consulting Agreement

3 Months Ended

Aug. 31, 2014

Consulting Agreement [Abstract]

Consulting Agreement

Note 8 – Consulting Agreement

The Company has entered into an agreement with DASH Advisors, LLC (“DASH”) to provide strategic direction and marketing strategy. The Company will pay a monthly retainer of $3,000 per month and grant 51,532 stock options to DASH, exercisable at $6.00 per share until January 1, 2024. The options vest over time at the rate of 4,294 per month, until fully vested.

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Joint Venture

3 Months Ended

Aug. 31, 2014

Joint Venture [Abstract]

Joint Venture

Note 9 – Joint Venture

On March 1, 2014, the Company entered into a joint venture with KeeSan Family Co, Ltd. The purpose of the joint venture is the development and growth of Birk brand in Asia. The joint venture is called Sealand Natural Resources Korea Co, Ltd. It calls for the investment of $22,500 for an ownership of 45%. As of May 31, 2014, the Company has not funded this joint venture and there is no activity.

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Service Condition Stock Options

3 Months Ended

Aug. 31, 2014

Service Condition Stock Options [Abstract]

Service Condition Stock Options

Note 11 – Service Condition Stock Options

The Company has initiated a stock option agreement with one of its vendors (See Note 8). Compensation costs are recognized on a graded basis.

The fair market value of the stock options is estimated using the Black-Scholes-Merton valuation model and the Company uses the following methods to determine its underlying assumptions: expected volatilities are based on implied volatilities of the monthly closing price of the Company's common stock; the expected term of options granted is based on the SAB 107 simplified method of using the mid-point between the vesting term and the original contractual term; the risk-free interest rate is based on the U.S. Treasury bonds issued with similar life terms to the expected life of the grant; and the expected dividend yield is based on dividend trends. Forfeitures are estimated at the time of the grant and adjusted, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The forfeiture rate is based on historical experience.

The following key assumptions were used in the valuation model to value stock option grants for the respective period.

	Period Ended
	August 31,
	2014
Expected volatility		91.83	%
Weighted-average volatility		81.83	%
Expected dividends		-
Expected term (in years)		10.00
Weighted-average risk-free interest rate		2.35	%
Expected Forfeiture rate		-

Stock option transactions under the Company's plans for the period ending August 31, 2014 are summarized as follows:

					Weighted-
			Weighted-		Average
			Average		Remaining
			Exercise		Contractual
Options	Shares		Price		Term (years)
Balance, beginning of period		-	$	-
Granted		51,532		6.00		9.33
Exercised		-
Forfeited		-
Outstanding at August 31, 2014		51,532		6.00		9.33
Exercisable at August 31, 2014		34,352	$	6.00		9.33

During the period ending August 31, 2014, the Company recorded stock based professional fees of $25,600.

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Subsequent Events (Details)	1 Months Ended						0 Months Ended
	Jul. 31, 2014	Jun. 30, 2014	Apr. 30, 2014	Dec. 31, 2013	Oct. 31, 2013	Sep. 30, 2013	Oct. 01, 2014 Subsequent Event [Member]	Sep. 10, 2014 Subsequent Event [Member]
Subsequent Event [Line Items]
Shares issued for services, shares		8,300	3,250	51,000	4,500	1,500		3,346
Shares issued	1,414	9,300					3,000

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Summary of Significant Accounting Policies (Details) (USD $)	3 Months Ended
	Aug. 31, 2014	Aug. 31, 2013	May 31, 2014
Summary of Significant Accounting Policies [Abstract]
Accounts receivable, period past due to be considered deliquent	90 days
Depreciation expense	$ 2,943	$ 1,527
Accounts recievable holdback liability			250,000
Stock subscription	$ 250,000

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Cumulative sale of Common Stock (Details) (USD $)	0 Months Ended		1 Months Ended												3 Months Ended			12 Months Ended				1 Months Ended		0 Months Ended
	Jun. 03, 2013	May 31, 2011	Jul. 31, 2014	Jun. 30, 2014	Apr. 30, 2014	Mar. 31, 2014	Feb. 28, 2014	Jan. 31, 2014	Dec. 31, 2013	Oct. 31, 2013	Sep. 30, 2013	Aug. 31, 2013	Jul. 31, 2013	Jun. 30, 2013	Aug. 31, 2014	Aug. 31, 2013	May 31, 2013	May 31, 2013	May 31, 2012	May 31, 2014	Nov. 30, 2013	Jul. 31, 2014 Shares issued for consultancy agreement	Jul. 31, 2014 Shares issued for professional services	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																	$ 28,800	$ 28,800	$ 63,698		$ 68,760
Issuance of stock during the period	52,625						83,340		94,500		130,000	47,500	12,500	87,500			60,000	87,500	466,357
Shares issued for cash	210,500				810,000		550,000		567,000		520,000	190,000	50,000	350,000			240,000	350,000
Equity issuance, price per share																	$ 4.00		$ 0.314
Proceeds from sale of common stock																590,000
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.																								28,377
Shares receivable																								1,200,000
Common stock, shares outstanding															2,717,029					2,678,515				2,105,000
Common stock, shares subscribed					800
Shares issued for services					39,975				538,949	34,380	13,875											15,150	162,000
Shares issued for services, shares				8,300	3,250				51,000	4,500	1,500											1,500	18,000
Stock based compensation expense, shares			20,914	17,600	1,500	6,000		3,000
Stock based compensation expense				$ 96,858	$ 17,985	$ 71,940		$ 35,250
Shares issued			1,414	9,300

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Statement of Cash Flows (USD $)	3 Months Ended
	Aug. 31, 2014	Aug. 31, 2013
Cash flows from operating activities:
Net income (loss)	$ (1,069,137)	$ (247,692)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Common stock issued for services	258,858
Depreciation and amortization	2,943	1,527
Amortization of note discount	30,816
Stock option plan	25,600
Change in current assets and liabilities:
Accounts receivable	92,647	104,801
Inventory	(15,419)	(14,431)
Prepaids	(8,617)
Accounts receivable holdback liability
Allowance for doubtful accounts	225,000
Accounts payable and accrued expenses	88,936	(277,291)
Net cash flows from operating activities	(368,373)	(433,086)
Cash flows from investing activities:
Purchase of fixed assets	(2,672)
Net cash flows from investing activities	(2,672)
Cash flows from financing activities:
Proceeds from sale of common stock		590,000
Deposits paid		(15,214)
Notes Payable
Stock subscription receivable		(44,687)
Net cash flows from financing activities		530,099
Net cash flows	(371,045)	97,013
Cash and equivalents, beginning of period	810,433	34,297
Cash and equivalents, end of period	$ 439,388	$ 131,310

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Security Deposit on Land Usage

3 Months Ended

Aug. 31, 2014

Security Deposit on Land Usage [Abstract]

Security Deposit on Land Usage

Note 5 – Security Deposit on Land Usage

On February 12, 2014, The Company entered into an agreement with Tuomo Forest for the sole right to all raw organic birch sap to be harvested in the 42 hectares land owned by Tuomo Forest. This exclusive agreement is valid for (10) ten years unless canceled in writing with a (4) four month notice. The Company has a minimum order of 100,000 liters of birch sap per year. The agreement called for a deposit for usage of $150,000.

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Convertible Notes Payable (Details) (USD $)	1 Months Ended			3 Months Ended
	Nov. 22, 2013	Aug. 31, 2014	May 31, 2014	Aug. 31, 2014 Convertible Note Payable One [Member]	Aug. 31, 2014 Convertible Note Payable Two [Member]	Aug. 31, 2014 Convertible Note Payable Three [Member]
Debt Instrument [Line Items]
Debt instrument, issuance date				Jul. 01, 2012	Sep. 01, 2012	Dec. 01, 2012
Debt instrument, face amount				$ 10,000	$ 125,000	$ 100,000
Debt instrument, stated interest rate				8.00%	8.00%	8.00%
Debt conversion, price per share				$ 10.00	$ 10.00	$ 12.50
Beneficial conversion feature						5,751
Payments on notes payable	25,000
Payments of accrued interest	3,500
Notes Payable		113,751	108,000
Interest expense on debt						8,000
Unamortized beneficial conversion feature						$ 258,840

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Service Condition Stock Options (Tables)

3 Months Ended

Aug. 31, 2014

Service Condition Stock Options [Abstract]

Schedule of Fair Value Assumptions

The following key assumptions were used in the valuation model to value stock option grants for the respective period.

	Period Ended
	August 31,
	2014
Expected volatility		91.83	%
Weighted-average volatility		81.83	%
Expected dividends		-
Expected term (in years)		10.00
Weighted-average risk-free interest rate		2.35	%
Expected Forfeiture rate		-

Schedule of Stock Option Transactions

Stock option transactions under the Company's plans for the period ending August 31, 2014 are summarized as follows:

					Weighted-
			Weighted-		Average
			Average		Remaining
			Exercise		Contractual
Options	Shares		Price		Term (years)
Balance, beginning of period		-	$	-
Granted		51,532		6.00		9.33
Exercised		-
Forfeited		-
Outstanding at August 31, 2014		51,532		6.00		9.33
Exercisable at August 31, 2014		34,352	$	6.00		9.33