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SLNR > SEC Filings for SLNR > Form 8-K/A on 30-May-2013All Recent SEC Filings

Show all filings for SEALAND NATURAL RESOURCES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for SEALAND NATURAL RESOURCES INC


30-May-2013

Entry into a Material Definitive Agreement, Completion of Acquisi


Item 1.01 Entry into a Material Definitive Agreement.

The disclosure set forth below under Item 2.01 (Completion of Acquisition or Disposition of Assets) is hereby incorporated by reference to this Item 1.01.



Item 2.01 Completion of Acquisition or Disposition of Assets.

Acquisition of Sealand Natural Resources Inc.

On February 15, 2013 (the "Closing Date"), Sealand Natural Resources, f/k/a Vitas Group, Inc. ("Vitas" or the "Company") entered into and closed a Merger Agreement (the "Agreement") with Sealand Natural Resources Inc. ("Sealand") pursuant to which Sealand was merged with and into the Company (the "Merger") in accordance with Nevada General Corporation Law ("NGCL"). In connection with the Merger, every fifty (50) shares of Sealand were converted into one validly issued share of the Company. Additionally, the Company changed its name from "Vitas Group Inc." to "Sealand Natural Resources Inc." (the "Name Change"). On the Closing Date, the Company filed the Articles of Merger with the State of Nevada notifying them of the Merger and the Name Change. The Company has notified the Financial Industry Regulatory Authority ("FINRA") of its Name Change, however as of the date of this Report, the Name Change has not been declared effective in the market by FINRA.

The foregoing description of the Agreement is qualified in its entirety by reference to the provisions of the Agreement filed as Exhibit 2.1 to this Report, which is incorporated by reference herein.

FORM 10 DISCLOSURE

As disclosed elsewhere in this Report, we acquired Sealand on the Closing Date pursuant to the Merger. Item 2.01(f) of Form 8-K provides that if the Company was a shell company, other than a business combination related shell company (as those terms are defined in Rule 12b-2 under the Exchange Act) immediately before the Merger, then the Company must disclose the information that would be required if the Company were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting all classes of the Company's securities subject to the reporting requirements of Section 13 of the Exchange Act upon consummation of the Merger.

To the extent that the Company might have been considered to be a shell company immediately before the Merger, we are providing below the information that we would be required to disclose on Form 10 under the Exchange Act if we were to file such form. Please note that the information provided below relates to the Company after the acquisition of Sealand.

DESCRIPTION OF BUSINESS

Business Overview

Sealand Natural Resources Inc. f/k/a Vitas Group, Inc (the "Company", "We", or "Us") is a research and new product development company that manufactures, markets and sells "new age functional beverages", organic nutriceuticals, health supplements, organic raw materials and health food worldwide with the goal of delivering beneficial health effects to those who enjoy our 100% natural and organic products. Our mission is to become a leader in this category and we see the future as a growing market segment which fits our mission.

The Company's initial focus is the "alternative" beverage category, which combines non-carbonated ready-to-drink iced teas, lemonades, juice cocktails, single-serve juices and fruit beverages, ready-to-drink dairy and coffee drinks, energy drinks, sports drinks, and single-serve still water (flavored, unflavored and enhanced) with "new age" beverages, including sodas that are considered natural, sparkling juices and flavored sparkling beverages. According to the Beverage Marketing Corporation, domestic U.S. wholesale sales in 2012 for the "alternative" beverage category of the market are estimated at approximately $34.4 billion, representing an increase of approximately 8.3% over the estimated domestic U.S. wholesale sales in 2011 of approximately $31.8 billion (revised from a previously reported estimate of $31.9 billion). 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.

Our Corporate History and Background

Sealand was organized as a corporation under the laws of Nevada on May 23, 2011 to engage in the development and distribution of all-natural, organic food and beverage products. On February 15, 2013, Sealand Natural Resources, f/k/a Vitas Group, Inc. ("Vitas" or the "Company") entered into and closed a Merger Agreement (the "Agreement") with Sealand Natural Resources Inc. ("Sealand") pursuant to which Sealand was merged with and into the Company (the "Merger") in accordance with Nevada General Corporation Law ("NGCL"). In connection with the Merger, every fifty (50) shares of Sealand were converted into one validly issued share of the Company. Additionally, the Company changed its name from "Vitas Group Inc." to "Sealand Natural Resources Inc." (the "Name Change"). On the Closing Date, the Company filed the Articles of Merger with the State of Nevada notifying them of the Merger and the Name Change.

Our Products

At the core of the Sealand Natural Resources product line is the harvested raw materials from the Birch tree and other natural and organic harvested compounds.

Sealand Birk

Sealand Birk is harvested directly from the Birch tree in early spring and provides a refreshing, slightly sweet, beverage. The juice can be enjoyed as the natural taste or mixed with other natural flavors from elderflower, raspberry, blueberry, and ginger & lime.

How is it tapped?

Sealand Birch tree juice collection is done by tying a bottle to the tree, drilling a hole into its trunk and leading the juice to the bottle by a plastic tube. A small Birch (trunk diameter about 15 cm) can produce up to 5 liters of juice per day; a larger tree (diameter 30 cm) up to 15 liters per day. The collection of the Birch tree juice is done in strictly controlled forest environments in order to avoid damage to the trees.

Timing

Birch tree juice has to be collected in early spring, typically between the first thaws and the start of bud development. From around the beginning of April to the middle of May, the Birch trees "pump" nourishment stored in the roots during the last summer up into the buds. There is only a short period where the juice is full of this "stored health and energy" and very well tasting - when the leaves blossom the juice gets bitter.

The Birch Tree

We believe that Birch tree juice has many positive medicinal benefits due to its wide range of nutritional ingredients. These ingredients may contribute to the creation of a healthy diet

The Birch tree is considered the "Nephritic Tree" and the "Tree of Life". The . . .



Item 3.02 Unregistered Sales of Equity Securities.

Pursuant to the Merger Agreement, on February 15, 2013, we issued 1,200,000 shares of our common stock to a total 77 shareholders of Sealand Natural Resources Inc., in exchange for the Sealand shares held by these shareholders pursuant to the Merger Agreement.

The Company shares were issued in reliance upon exemptions from registration pursuant to the provisions of Section 4(a)(2), Rule 506 of Regulation D or the provisions of Regulation S, each as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act.

The issuances of shares were made to thirty-two accredited investors, 14 non-accredited investors, and thirty-one non-United States shareholders. We made this determination based on the representations of each shareholder which included, in pertinent part, that each such Purchaser was (a) an "accredited investor" within the meaning of Rule 501 of Regulation D, (b) a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, or (c) not a "U.S. person" as that term is defined in Rule 902(k) of Regulation S, and upon such further representations from each Purchaser that (i) such Purchaser is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (ii) the Purchaser agrees not to sell or otherwise transfer the Units or underlying component securities unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) the Purchaser has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (iv) the Purchaser had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the Offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (v) the Purchaser has no need for the liquidity in its investment in us and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.



Item 5.06 Change in Shell Company Status.

To the extent that we might have been deemed to be a shell company prior to the closing of the Share Exchange, reference is made to the disclosure set forth under Items 2.01 and 5.01 of this Report, which disclosure is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Filed herewith as Exhibit 99.1 to this Report and incorporated herein by reference are the Audited Financial Statements for the years ended May 31, 2012 and 2011 for Sealand.

Filed herewith as Exhibit 99.2 to this Report and incorporated herein by reference are the Unaudited Interim Financial Statements for the periods ended November 30, 2012 and 2011 for Sealand.

(b) Pro Forma Financial Information.

Filed herewith as Note 7 to Exhibit 99.2 to this Report and incorporated herein by reference is unaudited pro forma financial information of Vitas Group, Inc.

(c) Shell Company Transactions.

Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein which are incorporated herein by reference.

(d) Exhibits.

Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:

may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
may apply standards of materiality that differ from those of a reasonable investor; and
were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

Exhibit
 Number                                      Description
    2.1 (2)   Merger Agreement, dated February 15, 2013, by and among Vitas Group Inc.
              and Sealand Natural Resources Inc.
    3.1 (1)   Articles of Incorporation.

    3.2 (1)   Bylaws.
    3.3 (3)   Articles of Merger
   10.1 (2)   Cancellation Agreement, dated February 15, 2013, by and among Vitas Group
              Inc. and its principal shareholders.
   10.2 (3)   Sealand Office and Warehouse Lease dated June 10, 2011
   10.3 (3)   ISAA, LLC Consulting Agreement
   10.4 (3)   Greg May Employment Agreement
   10.5 (3)   Lars Poulsen Employment Agreement
   10.6 (3)   Steve Matteson Employment Agreement
   99.1 (3)   Audited Financial Statements for the years ended May 31, 2012 and 2011
              for Sealand
   99.2       Unaudited Financial Statements for the quarter ended November 30, 2012
              and 2011 for Sealand

(1) Incorporated by reference to the Company's Registration Statement on Form S-1 filed with the SEC on July 15, 2011.
(2) Incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on February 22, 2013.
(3) Incorporated by reference to the Company's Current Report on Form 8-K filed with the SEC on May 3, 2013.

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