UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~May 2920, ~~2016~~2014

Sealand Natural Resources, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-55172	45-2416474
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

1722 South Coast Hwy. Oceanside, CA 92054

(Address of Principal Executive Offices) (Zip Code)

800 688 0501

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03 Creation of a direct Financial Obligation; Item 2.04 Triggering event That Accelerates or Increases a Direct Financial Obligation; Item 3.02 Unregistered Sales of Equity Securities;

On May ~~August 29~~20, ~~2016 and September 30~~2014, ~~2016,~~ Sealand Natural Resources, Inc. (the “Company”) completed the sale of a $~~350~~150,~~000~~500 of face value of Convertible Promissory ~~Notes~~Note (the “~~Notes~~Note”) to ~~two~~KBM ~~accredited~~Worldwide, ~~investors~~Inc. ~~due~~F/K/A 3Asher ~~years~~Enterprises, ~~from~~Inc. ~~each~~(‘KBM”), ~~date~~an ~~thereof~~accredited investor. The Note was due February 15, 2015 (the “Maturity Date”) . ~~These~~The ~~notes~~Note ~~bear~~bore interest at the rate of 8% per annum with a ~~late~~Default ~~payment~~ interest rate of 1322% per annum. The notes ~~are~~were convertible into ~~an aggregate of 350,000~~ shares of the Company’s $0.001 par value common shares (the “Share(s)”) at the option of ~~the~~KBM ~~shareholders thereof~~ at ~~the~~a ~~lesser~~variable ofconversion ~~$1.00~~price ~~per~~based ~~share~~upon ora 9030% ofdiscount ~~the~~to ~~purchase~~the ~~price~~average of ~~any~~the ~~offering~~lowest orthree ~~issuance~~(3) oftrading ~~common~~prices ~~shares~~for by the ~~Company~~Shares ~~prior~~during to the ~~Maturity~~ten ~~Date.~~trading ~~Note~~day ~~subscribers~~period ~~also~~ending ~~received~~on athe latest complete ~~ten-year~~trading ~~warrant~~day prior to ~~purchase~~any ~~one~~conversion ~~Share~~date. ~~for~~From ~~each~~January ~~dollar~~29, ~~amount~~2015 ofto ~~Notes~~March ~~subscribed~~20, ~~for~~2015 byKBM ~~such~~converted ~~subscriber~~approximately ~~for~~ $180,000.5000 ~~per~~of ~~Share for~~the anface ~~aggregate~~value of ~~350~~the Note to approximately 68,~~000~~155 Shares, thereby increasing the Company’s outstanding Shares by 2 1/2%.

~~The~~On April ~~Notes~~14, ~~require~~2015 the Company tofiled ~~become~~a ~~current~~ Form NT 10-Q in connection with its ~~filings~~then due quarterly report on Form 10-Q. Since that time, due to financial restraints, the Company has been unable to file its periodic reports with the SEC. As a result of this failure to file, KBM was thereafter unable to convert remaining balances on orthe ~~before~~Note ~~January~~pursuant 31to Rule 144 and on June 5, ~~2017~~2015 ~~unless~~filed ~~such~~a lawsuit ~~date~~in isthe ~~extended~~United States District Court for the Eastern District of New York, claiming damages of $150,250.00 plus indeterminate attorney’s fees, prejudgment interest, costs and late fees. Management of the company believed that the lawsuit was without merit and examined the possibility of aggressively defending this action brought by ~~agreement~~KBM. Nevertheless, after consultation with counsel, current management in mid-September of 2016 determined that it was in the ~~holders~~best interests of the ~~Notes~~Company and its shareholders to settle the KBM lawsuit and agreed to settle the KBM lawsuit in full for the payment to KBM of $70,000.00 cash, less than half of the amount of damages claimed in the KBM lawsuit. Accordingly, on September 16, 2016 the Company paid KBM $70,000.00 and the Company and KBM filed a Stipulation of Dismissal with Prejudice of the KBM lawsuit. As a result, the KBM matter is concluded.

The principal and interest of the Notes is personally guaranteed by A. Stone Douglass, the Company’s new CEO.

The Company paid no commissions or other form of remuneration to any person in connection with the purchase of the notes by the noteholders. Of the $350,000.00 of the proceeds of the sale of the notes $90,000 was paid to a third party to repay a loan from such third party. The remaining $260,000 of the funds received from the sale of the notes has been and will continue to be used by the Company as working capital, which management believes will be sufficient to provide adequate working capital until March, 2017.

In addition on October 28, 2016, the Company paid off an existing note in the amount of $136,000 through the issuance of a new note in the same dollar amount. This new note mirrors the terms of the Notes described above.

Item 9.01 Financial Statements and Exhibits

Exhibit 1. ~~Form~~Stipulation of ~~Convertible~~Dismissal ~~Note~~Pursuant ~~Purchase~~to ~~Agreement~~F.R.C.P. 4(a)(1)(A)(ii)

Exhibit 2. Form of Convertible Note

Exhibit 3. Form of Common Stock Purchase Warrant

Exhibit 4. Form of Guaranty

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, hereunto duly authorized.

	Sealand Natural Resources, Inc.

	By	/s/ Stone Douglass
	Name:	Stone Douglass
	Title:	Chief Executive Officer

Date: ~~December~~January 1512, ~~2016~~2017

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