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~~August 125, 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~~[ ] ~~3.02~~Soliciting ~~Unregistered~~material ~~Sales~~pursuant ofto ~~Equity~~Rule ~~Securities~~14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~On May 12, 2017 the Company completed the sale of $150,000 of face value principal of a Convertible Promissory~~[ ] ~~Note~~Pre-commencement ~~(the~~communications ~~“Note”)~~pursuant to anRule ~~accredited investor~~ 14d-2(~~the “Investor”~~b) ~~due~~under ~~9 months from~~ the ~~date~~Exchange ~~thereof~~Act (~~the~~17 ~~“Maturity Date”)~~CFR 240. ~~This notes bears interest at the rate of 10% per annum with a late payment interest rate of 24% per annum. The note is convertible into shares of the Company’s $0.001 par value common stock~~ 14d-2(~~the “Share(s~~b)”) at the option of the Investor at the lesser of $1.00 per share or 60% of the lowest trading price for the twenty-five trading day period immediately prior to the date of the conversion. The Company also issued 85,000 restricted Shares to the Investor in consideration of the loan. The Company has the right to redeem the note by paying the investor 125% of the principal amount within 90 days of issuance and 135% of the principal for the period from 91 to 180 days from issuance. The Company will immediately commence an effort to privately sell common equity to redeem the Note as soon as possible.

At[ ] ~~least~~Pre-commencement ~~$100,000.00~~communications ofpursuant ~~the Note proceeds will immediately be allocated~~ to anRule ~~advance~~13e-4(c) ~~payment~~under on the ~~purchase~~Exchange ofAct ~~highest~~(17 ~~quality certified~~CFR ~~organic silver birch sap available at this time, immediately subsequent to harvest, to insure that the Company will have a sufficient supply of organic sap to meet demand for its silver birch water~~240.13e-4(c))

Item 8.01 Order of Suspension of Trading; Order Scheduling Hearing and Designating Presiding Judge: Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities and Exchange Act of 1934.

On August 5, 2017 the Company received the above orders from the United States Securities and Exchange Commission division of Enforcement. In summary, the Orders combine to immediately suspend trading in the Company’s common stock, schedule a hearing for August 23, 2017 at which the Company must demonstrate, why, in light of the delinquency of its SEC filings the registration of its common stock should not be revoked by the SEC. If such registration is revoked the Company will be required to file a new registration statement with the SEC and a new 152-11 application to FINRA. The registration statement will have to become effective and the 15c2-11 application will have to be approved before trading in shares of the Company’s common stock may resume. Management intends to take all steps necessary to reinstitute trading in the Company’s common shares, however, there can be no assurances that either of the aforementioned events will occur or that trading in shares of the Company’s common stock will ever resume.

Item 9.01 Financial Statements and Exhibits

Exhibit 1. ~~Securities~~Order ~~Purchase~~of ~~Agreement~~Suspension of Trading Exhibit 2. Order Scheduling Hearing and Designating Presiding Judge Exhibit 3. Order Instituting Administrative Proceeding and Hearing Pursuant to Section 12(j) of the Exchange Act.

Exhibit 2. $150,000.00 Convertible Promissory Note

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: ~~May~~August 1611, 2017

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