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): ~~May~~February 2016, ~~2014~~2017

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 ~~Soliciting~~3.02 ~~material~~Unregistered ~~pursuant~~Sales toof ~~Rule~~Equity ~~14a-12 under the Exchange Act (17 CFR 240.14a-12)~~Securities

~~[ ]~~On ~~Pre-commencement~~August ~~communications~~29, ~~pursuant~~2016 and September 30, 2016, the Company completed the sale of $350,000 of face value of Convertible Promissory Notes (the “Notes”) to ~~Rule~~two ~~14d-2~~accredited investors due 3 years from each date thereof (bthe “Maturity Date”) ~~under~~. These notes bear interest at the ~~Exchange~~rate ~~Act~~of ~~(17~~8% ~~CFR~~per ~~240~~annum with a late payment interest rate of 13% per annum.~~14d-2~~ The notes are convertible into an aggregate of 350,000 shares of the Company’s $0.001 par value common shares (bthe “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 350,000 Shares.

~~[ ]~~The ~~Pre-commencement~~Notes ~~communications~~require ~~pursuant~~the Company to ~~Rule~~become ~~13e-4(c)~~current ~~under~~in its filings with the ~~Exchange~~SEC ~~Act~~on ~~(17~~or ~~CFR~~before ~~240~~January 31, 2017 unless such date is extended by agreement of the holders of the Notes.~~13e-4(c))~~

~~Item~~The ~~2.03~~principal ~~Creation~~and interest of athe ~~direct~~Notes ~~Financial~~is ~~Obligation;~~personally ~~Item~~guaranteed 2by A.04 ~~Triggering~~Stone ~~event~~Douglass, ~~That~~the ~~Accelerates~~Company’s ornew ~~Increases~~CEO. aMr. ~~Direct~~Douglass ~~Financial~~guarantee ~~Obligation;~~is ~~Item~~secured 3by a security agreement and UCC-1 filing granting Mr.02 ~~Unregistered~~Douglass ~~Sales~~a lien on all of ~~Equity~~the ~~Securities;~~Company’s assets.

OnDue ~~May~~to ~~20,~~delays ~~2014,~~in ~~Sealand~~completion ~~Natural~~of ~~Resources, Inc. (~~the “Company”)’s ~~completed~~Forms ~~the~~10-K ~~sale~~and of10-Q acaused ~~$150,500~~by ofunresolved ~~face~~accounting ~~value~~issues ~~Convertible Promissory~~involving ~~Note (~~the ~~“Note”) to KBM Worldwide, Inc. F/K/A Asher Enterprises, Inc. (‘KBM”), an accredited~~Company’s ~~investor.~~wholly ~~The~~owned ~~Note~~Danish ~~was~~operating ~~due February 15~~subsidiary, ~~2015 (~~the ~~“Maturity~~Company ~~Date”).~~failed ~~The~~to ~~Note~~file ~~bore interest at~~ the ~~rate~~reports ofnecessary 8%to ~~per~~become ~~annum with~~current ain ~~Default~~its ~~interest~~filings ~~rate~~with the ofSEC ~~22%~~by ~~per~~January ~~annum.~~31, ~~The~~2017 ~~notes~~as ~~were~~required ~~convertible~~by ~~into shares of~~ the ~~Company’s $0~~Notes.~~001~~ ~~par~~On ~~value common~~February ~~shares~~22, ~~(the~~2017 ~~“Share(s)”) at~~ the ~~option~~Company ofand ~~KBM at a variable conversion price based upon a 30% discount to~~ the ~~average~~ ~~of the lowest~~ three ~~(3)~~noteholders ~~trading~~cured ~~prices~~this ~~for the Shares during the ten trading day period ending on the latest complete~~default ~~trading~~by ~~day~~mutually ~~prior~~agreeing to ~~any~~extend ~~conversion~~the date. ~~From January 29, 2015~~ to ~~March~~become ~~20,~~current ~~2015~~with ~~KBM converted approximately $80,000.00 of~~ the ~~face~~ ~~value~~SEC ~~of the Note~~ to ~~approximately~~March 6831,~~155~~ ~~Shares,~~2017 ~~thereby~~by ~~increasing~~executing the ~~Company’s~~attached ~~outstanding~~Note ~~Shares by 2 1/2%~~Amendment.

OnItem ~~April 14, 2015 the Company filed a Form NT 10-Q in connection with its then due quarterly report on Form 10-Q~~4.01 ~~Since~~Changes 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 the Note pursuant to Rule 144 and on June 5, 2015 filed a lawsuit in ~~the United States District Court for the Eastern District of New York, claiming damages of $150,250.00 plus indeterminate attorney~~Registrant’s ~~fees,~~Certifying 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 KBM. Nevertheless, after consultation with counsel, current management in mid-September of 2016 determined that it was in the best interests of the 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.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 pursuant to Section 12(j) of the Exchange or a halt to trading in the Company’s shares pursuant 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 Company’s communication and informed Company counsel that the Commission would continue to monitor the situation.

On January 28, 2017 the Company’s CEO traveled to Denmark to meet with management of the Company’s wholly owned subsidiary to expedite completion of the resolution of the all outstanding accounting issues and the concomitant filing of the Company’s 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. ~~Stipulation~~Note ~~of Dismissal Pursuant to F.R.C.P. 4(a)(1)(A)(ii)~~Amendment

Exhibit 2. Security Agreement and UCC-1 Filing

Exhibit 3. Letter of Engagement of Michael Gillespie & Associates

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: ~~January~~March 121, 2017

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