Sealand Natural Resources, Inc. (OTCMKTS:SLNR) Files An 8-K Unregistered Sales of Equity Securities

Sealand Natural Resources, Inc. (OTCMKTS:SLNR) Files An 8-K Unregistered Sales of Equity Securities

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Item 3.02 Unregistered Sales of Equity Securities

On August 29, 2016 and September 30, 2016, the Company completed
the sale of $350,000 of face value of Convertible Promissory
Notes (the Notes) to two accredited investors due 3 years from
each date thereof (the Maturity Date) . These notes bear interest
at the rate of 8% per annum with a late payment interest rate of
13% per annum. The notes are convertible into an aggregate of
350,000 shares of the Companys $0.001 par value common shares
(the Share(s)) at the option of the shareholders thereof at the
lesser of $1.00 per share or 90% of the purchase price of any
offering or issuance of common shares by the Company prior to the
Maturity Date. Note subscribers also received a ten-year warrant
to purchase one Share for each dollar amount of Notes subscribed
for by such subscriber for $1.50 per Share for an aggregate of

The Notes require the Company to become current in its filings
with the SEC on or before January 31, 2017 unless such date is
extended by agreement of the holders of the Notes.

The principal and interest of the Notes is personally guaranteed
by A. Stone Douglass, the Companys new CEO. Mr. Douglass
guarantee is secured by a security agreement and UCC-1 filing
granting Mr. Douglass a lien on all of the Companys assets.

Due to delays in completion of the Companys Forms 10-K and 10-Q
caused by unresolved accounting issues involving the Companys
wholly owned Danish operating subsidiary, the Company failed to
file the reports necessary to become current in its filings with
the SEC by January 31, 2017 as required by the Notes. On February
22, 2017 the Company and the three noteholders cured this default
by mutually agreeing to extend the date to become current with
the SEC to March 31, 2017 by executing the attached Note

Item 4.01 Changes in Registrants Certifying Accountant

On February 16, 2016, the Company appointed Michael Gillespie
Associates. PLLC, 10544 Alton Ave. NE, Seattle WA 98125 as its
independent auditors and the firm accepted said appointment.

Item 8.01 Other Events

On November 2, 2016 the Company received a letter dated October
28, 2016 from the Division of Corporate Finance of the United
States Securities and Exchange Commission the (Commission)
informing the Company that it was no longer in compliance with
its reporting obligations under Section 13(a) of the Securities
and Exchange Act of 1934 (the Exchange Act) and that if the
Company failed to file its reports required by the Exchange Act
in fifteen days from October 28, 2016, the Company may be subject
to an administrative proceeding to Section 12(j) of the Exchange
or a halt to trading in the Companys shares to Section 12(j) of
the Exchange Act. Company counsel contacted the Commission and
informed them that the Company was taking steps necessary to
bring the Company current in its filings as soon as possible. The
Commission noted the Companys communication and informed Company
counsel that the Commission would continue to monitor the

On January 28, 2017 the Companys CEO traveled to Denmark to meet
with management of the Companys wholly owned subsidiary to
expedite completion of the resolution of the all outstanding
accounting issues and the concomitant filing of the Companys
required reports under the Exchange Act. Management believes that
the Company will be current in all of its required SEC periodic
reports on or before March 31, 2017.

Item 9.01 Financial Statements and Exhibits

Exhibit 1. Note Amendment

Exhibit 2. Security Agreement and UCC-1 Filing

Exhibit 3. Letter of Engagement of Michael Gillespie Associates

About Sealand Natural Resources, Inc. (OTCMKTS:SLNR)

Sealand Natural Resources, Inc. is a research and new product development company. The Company is engaged in the manufacture, distribution, sales and marketing of various natural functional beverages, nutriceuticals and health supplements, and the harvesting of organic raw materials. The Company integrates scientific, environmental and medical competencies in various areas, such as exploration/discovery, characterization of health benefits, and the ability to scale up new and natural consumer products for commercial use. The Company primarily focuses on 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.

Sealand Natural Resources, Inc. (OTCMKTS:SLNR) Recent Trading Information

Sealand Natural Resources, Inc. (OTCMKTS:SLNR) closed its last trading session 00.000 at 0.500 with 4,000 shares trading hands.

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