UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q/A10-Q
☒

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934  

For the Quarterly Period ended September 30, 2016

December 31, 2017

OR

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

For the transition period from _____________ to   _____________

Commission file number:      333-205822

SEGUIN NATURAL HAIR PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

NEVADA

35-7654530

(State or other jurisdiction of incorporation)

(IRS Employer Identification No.)

2505 Anthem Village E. Dr., Henderson, NV

65 Hillview Street, Hamilton, Ontario, Canada 

89058

L8S2Z3

(Address of principal executive offices)

(Zip Code)

(702) 738-2051

(647) 533-5096
(Issuer's telephone number, including area code)

(Former name, former address and former fiscal year if changed since last report)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.  Yes  ☐☒   No  ☒

☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ☐☒   No ☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange:

Large accelerated filer  ☐

Accelerated filer                 ☐

Non-accelerated filer  ☐

Smaller reporting company  ☒

Emerging Growth Company ☒


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒.

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.)  

Yes  ☒   No  ☐

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of February 21, 2017,13, 2018, there were 16,500,00016,550,000 shares of the Company’s common stock were issued and outstanding.

EXPLANATORY NOTE

The Company is filing this Amendment No. 1 on Form 10-Q/A because the previous Form 10-Q for the period ended September 30, 2016, was filed by the Company without the review or approval of an independent public accountant. The financial statements included herein as of September 30, 2016 and for the three and six months ended September 30, 2016 and 2015 have been reviewed by our current independent registered public accounting firm.


 
 

SEGUIN NATURAL HAIR PRODUCTS, INC.

FORM 10-Q/A

10-Q

For the Quarter Ended September 30, 2016

December 31, 2017

TABLE OF CONTENTS

PART I

ITEM 1.  FINANCIAL STATEMENTS

F-1

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

4

3

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

7

ITEM 4.  CONTROLS AND PROCEDURES

7

PART II - OTHER INFORMATION

8

ITEM 1.  LEGAL PROCEEDINGS

8

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

8

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

8

ITEM 4.  MINE SAFETY DISCLOSURES

8

ITEM 5.  OTHER INFORMATION

8

ITEM 6.  EXHIBITS

8

 
2
 

Seguin Natural Hair Products, Inc.

September 30, 2016

December 31, 2017
Index to the Financial Statements

Contents  

 Page(s)

Balance sheets at September 30, 2016 (unaudited)December 31, 2017 and March 31, 2016

2017 (unaudited)

 F-2

Statements of operations for the sixnine and three months ended September 30,December 31, 2017 and 2016 and 2015 (unaudited)

 F-3

StatementStatements of cash flows for the sixnine months ended September 30,December 31, 2017 and 2016 and 2015 (unaudited)

 F-4

Notes to the unaudited financial statements (unaudited)

 F-5

 
F-1
 

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Seguin Natural Hair Products, Inc.

Henderson, NV

We have reviewed the accompanying balance sheet of Seguin Natural Hair Products, Inc. (the “Company”) as of September 30, 2016, and the related statements of operations and cash flows for the three and six months ended September 30, 2016 and 2015. These financial statements are the responsibility of the entity’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has negative cash flow from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

February 21, 2017

Balance Sheets
Unaudited
  December 31, 2017  March 31, 2017 
       
ASSETS      
CURRENT ASSETS:      
Cash $783  $622 
         
Total Current Assets  783   622 
         
Total Assets $783  $622 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
CURRENT LIABILITIES:        
Accrued expenses and other current liabilities $17,731  $2,249 
Convertible note payable related party, net of unamortized discount  38,506   - 
Convertible note payable  10,000     
Promissory notes payable – related parties  12,500   - 
Advances from stockholders  236   236 
         
Total Current Liabilities  78,973   2,485 
         
Total Liabilities  78,973   2,485 
         
COMMITMENTS AND CONTINGENCIES        
         
STOCKHOLDERS' DEFICIT:        
Common stock par value $0.0001: 500,000,000 shares authorized;
16,550,000  and 16,500,000 shares issued and outstanding as of
December 31, 2017 and March 31, 2017; respectively
  1,655   1,650 
Additional paid-in capital  132,288   90,693 
Accumulated deficit  (212,133)  (94,206)
         
Total Stockholders' Deficit  (78,190)  (1,863)
         
Total Liabilities and Stockholders' Deficit $783  $622 
 

Seguin Natural Hair Products, Inc.

Balance Sheets

(Unaudited) 

  

September 30, 2016

  

March 31, 2016

 
         

ASSETS

        

CURRENT ASSETS:

        

Cash

 $2,015  $21,781 

Prepaid Expenses

  596   2,379 
         

Total Current Assets

  2,611   24,160 
         

Total Assets

 $2,611  $24,160 
         

LIABILITIES AND STOCKHOLDERS' EQUITY

        

CURRENT LIABILITIES:

        
         

Advances from stockholders

  236   236 
         

Total Current Liabilities

  236   236 
         

Total Liabilities

  236   236 
         

COMMITMENTS AND CONTINGENCIES

        
         

STOCKHOLDERS' EQUITY:

        

Common stock par value $0.0001: 500,000,000 shares authorized; 16,500,000 shares issued and outstanding

  1,650   1,650 

Additional paid-in capital

  73,232   63,332 

Accumulated deficit

  (72,507)  (41,058)
         

Total Stockholders' Equity

  2,375   23,924 
         

Total Liabilities and Stockholders' Equity

 $2,611  $24,160 

See accompanying notes to the unaudited financial statements.

    
F-2
  

Seguin Natural Hair Products, Inc.

Statements of Operations

(Unaudited)

  

For six months

  

For six months

  

For three months

  

For three months

 
  

ending

  

ending

  

ending

  

ending

 
  

September 30, 2016

  

September 30, 2015

  

September 30, 2016

  

September 30, 2015

 
                 

Revenue

 $-  $-  $-  $- 

Operating Expenses

                

Professional fees

  27,209   30,788   5,797   10,538 
                 

General and administrative expenses

  4,240   2,236   115   671 
                 

Total operating expenses

  31,449   33,024   5,912   11,209 
                 

Loss from Operations

  (31,449)  (33,024)  (5,912)  (11,209)
                 

Income Tax Provision

  -   -   -   - 
                 

Net Loss

 $(31,449) $(33,024) $(5,912) $(11,209)
                 

Net Loss per Common Share - Basic and Diluted

 $(0.00) $(0.00) $(0.00) $(0.00)
                 

Weighted average common shares outstanding: - basic and diluted

  16,500,000   16,500,000   16,500,000   16,500,000 
Unaudited

  
For nine months
ending
December 31, 2017
  
For nine months
ending
December 31, 2016
  
For three months
ending
December 31, 2017
  
For three months
ending
December 31, 2016
 
Operating Expenses            
Professional fees  72,638  $30,039   35,863  $2,830 
General and administrative
expenses
  2,536   12,798   439   8,558 
                 
Total operating expenses  75,174   42,837   36,302   11,388 
                 
Loss from Operations  (75,174)  (42,837)  (36,302)  (11,388)
                 
Other Expenses                
Interest expense  (42,753)  -   (38,965)  - 
Total other expense  (42,753)  -   (38,965)  - 
                 
Net Loss $(117,927) $(42,837) $(75,267) $(11,388)
                 
Net Loss per Common Share - Basic and
Diluted
 $(0.01) $(0.00) $(0.00) $(0.00)
                 
Weighted average common shares
outstanding: - basic and diluted
  16,527,555   16,500,000   16,550,000   16,500,000 
See accompanying notes to the unaudited financial statements.

     
F-3
      

Seguin Natural Hair Products, Inc.

Statements of Cash Flows

(Unaudited) 

  

For the six months

  

For the six months

 
  

ending

  

ending

 
  

September 30, 2016

  

September 30, 2015

 
         

CASH FLOWS FROM OPERATING ACTIVITIES:

        

Net loss

 $(31,449) $(33,024)

Adjustments to reconcile net loss to net cash used in operating activities

        
Changes in operating assets and liabilities:        

Prepaid expenses

  1,783   - 
         

Net cash used in operating activities

  (29,666)  (33,024)
         

CASH FLOWS FROM FINANCING ACTIVITIES:

        
         

Advances from (repayment to) stockholders

  -   255 
         

Capital contribution

  9,900   - 
         

Net cash provided by financing activities

  9,900   255 
         

Net change in cash

  (19,766)  (32,769)
         

Cash at beginning of the reporting period

  21,781   44,710 
         

Cash at end of the reporting period

 $2,015  $11,941 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:       
         

Interest paid

 $-  $- 
         

Income tax paid

 $-  $- 
Unaudited

  For the nine months  For the nine months 
  ending  ending 
  December 31, 2017  December 31, 2016 
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $(117,927)  (42,837)
Adjustments to reconcile net loss to net cash used in operating activities        
Stock based compensation  5     
Amortization on debt discount  37,306     
Changes in operating assets and liabilities:        
Prepaid Expenses      2,280 
Accrued expenses and other current liabilities  26,577     
         
Net cash used in operating activities  (54,039)  (40,557)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from capital contribution  1,000   19,330 
Proceeds from related party convertible note  30,700     
Proceeds from convertible note  10,000     
Proceeds from promissory notes payable – related parties  12,500     
         
Net cash provided by financing activities  54,200   19,330 
         
Net change in cash  161   (21,227)
         
Cash at beginning of the reporting period  622   21,781 
         
Cash at end of the reporting period $783   554 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:        
         
Interest paid $-  $- 
         
Income tax paid $-  $- 
         
SUPPLIMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS        
         
Debt discount recorded on convertible debt due to beneficial conversion
feature
 $40,595  $- 
Expenses paid by related party on behalf of the company  11,095     
See accompanying notes to the unaudited financial statements.

 
F-4
 

Seguin Natural Hair Products Inc.

September 30,

December 31, 2017 and 2016 and 2015

Notes to the Unaudited Financial Statements

(unaudited)


Note 1 - Organization and Operations

Seguin Natural Hair Products Inc. Inc.

Seguin Natural Hair Products Inc. (the “Company”) was incorporated on April 29, 2014 under the laws of the State of Nevada. Initial operations have included organization and incorporation, target market identification, marketing plans, capital formation and property acquisitions. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace. The Company has generated no revenues since inception.

The Company intends to proceed in the business of developing, marketing, and selling shampoo, conditioner and other hair care products made from all naturalall-natural ingredients.

Note 2 -– Basis of Presentation

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements of the Company for the year ended March 31, 20162017 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on July 13, 2016.

2017.

Note 3 – Going Concern

The Company has elected to adopt early application of Accounting Standards Update No. 2014-15,“Presentation “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“(“ASU 2014-15”).

The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had an accumulated deficit at September 30, 2016,December 31, 2017, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and in its ability to raise additional funds.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-5
Note 4 – Stockholders’ Equity (Deficit)

Shares Authorized

Upon formationPromissory Note - Related party


On October 31, 2017, the Company entered into a Promissory Note with an investor (the “Lender”) who has significant influence over the Company’s affairs for up to $1,400. Interest is 25% per annum and is payable on demand. There is no penalty for prepayment.

On November 8, 2017, the Company entered into a Promissory Note with an investor who has significant influence over the Company’s affairs for $5,600. Interest is 25% per annum and is payable on demand. There is no penalty for prepayment.

On December 11, 2017, the Company (the “Borrower”) entered into a Promissory Note Agreement (the “Note”) with an investor (the “Lender”) who has significant influence for up to $5,500 principal. The consideration of $5,500 with a 25% interest per annum is payable on demand. There is no penalty for prepayment.

Note 5 – Convertible Note - Related party

On June 19, 2017, the Company (the “Borrower”) entered into a Promissory Note Agreement (the “Note”) with an investor (the “Lender”) who has significant influence for up to $7,000 principal. The consideration is $7,000 payable with a 60% interest per annum and will mature after one year from the date of the note. There is an interest penalty for prepayment before 180 days which ranges from 118%-148%.

Conversion terms:
The Lender has the right at any time from the effective date, to convert the outstanding and unpaid notes principal and interest due into the Company’s common shares. The conversion price is $0.0001 per share. The total number of shares of all classes of stock whichdue under any conversion notice will be equal to the conversion amount divided by the conversion price.

From August 1 to Sep 30, 2017 the Company issued various promissory notes with an aggregate principal amount of $20,595, of which $11,095 was paid directly by the holder to pay for expenses on behalf of the Company. These borrowing were from an  investor who has significant influence over the Company’s affairs. Interest is authorized25% per annum and is payable on demand. There is no penalty for prepayment. These promissory notes have since been modified to issue Five Hundred Million (500,000,000)include conversion privileges, as per note 7 below.

On October 9, 2017, the Company entered into a Promissory Note with an investor who has significant influence over the Company’s affairs for $3,000. Interest is 25% per annum and is payable on demand. There is no penalty for prepayment.

Conversion terms:
The Lender has the right at any time from the effective date, to convert the outstanding and unpaid notes principal and interest due into the Company’s common shares. The conversion price is $0.0001 per share. The total number of shares due under any conversion notice will be equal to the conversion amount divided by the conversion price.

On November 14, 2017, the Company (the “Borrower”) entered into a Promissory Note Agreement (the “Note”) with an investor (the “Lender”) who has significant influence   for up to $2,200. The consideration is $2,200 payable with a 12% interest per annum and payable on demand. In the event of any prepayment, the Borrower will pay to Lender 150% of the unpaid principal amount of this Note.

Conversion terms:
The Lender has the right at any time from time to time, following the 9th anniversary month of the date of this note, to convert the outstanding and unpaid notes principal and interest due into the Company’s common shares. The number of shares of Common Stock parto be issued upon a conversion hereunder will be determined by dividing the Conversion Amount by Volume Weighted Average Price of the Common Stock as quoted by OTC Markets Group Inc. for the preceding five (5) trading days immediately preceding the date of conversion (“Conversion Price”).  In no event, however, will the Conversion Price be less than $0.35 per share..

On November 20, 2017, the Company (the “Borrower”) entered into a Promissory Note Agreement (the “Note”) with an investor (the “Lender”) who has significant influence for up to $2,500. The consideration is $2,500 payable with a 12% interest per annum and payable on demand. In the event of any prepayment, the Borrower will pay to Lender 150% of the unpaid principal amount of this Note.
F-6

Conversion terms:
The Lender has the right at any time from time to time, following the 9th anniversary month of the date of this note, to convert the outstanding and unpaid notes principal and interest due into the Company’s common shares. The number of shares of Common Stock to be issued upon a conversion hereunder will be determined by dividing the Conversion Amount by Volume Weighted Average Price of the Common Stock as quoted by OTC Markets Group Inc. for the preceding five (5) trading days immediately preceding the date of conversion (“Conversion Price”).  In no event, however, will the Conversion Price be less than $0.35 per share.

On December 4, 2017, the Company (the “Borrower”) entered into a Promissory Note Agreement (the “Note”) with an investor (the “Lender”) who has significant influence for up to $6,500. The consideration is $6,500 payable with a 12% interest per annum and payable on demand. In the event of any prepayment, the Borrower will pay to Lender 150% of the unpaid principal amount of this Note.

Conversion terms:
The Lender has the right at any time from time to time, following the 9th anniversary month of the date of this note, to convert the outstanding and unpaid notes principal and interest due into the Company’s common shares. The number of shares of Common Stock to be issued upon a conversion hereunder will be determined by dividing the Conversion Amount by Volume Weighted Average Price of the Common Stock as quoted by OTC Markets Group Inc. for the preceding five (5) trading days immediately preceding the date of conversion (“Conversion Price”).  In no event, however, will the Conversion Price be less than $0.35 per share..

The Company evaluated the convertible note for possible embedded derivatives and concluded that none exist. However, the Company concluded a portion of the note should be allocated to additional paid-in capital as a beneficial conversion feature at the issuance date, since the conversion price on that date was lower than the fair market value of the underlying stock. Resultantly, a discount of $30,595 was recognized during the nine months ended December 31, 2017 representing the intrinsic value of the beneficial conversion feature of the note, which amount is being amortized through the maturity date of the note. The amortization of the discount for the nine months ended December 31, 2017 is $27,306.
F-7
Note 6 – Convertible Note

On September 28, 2017, the Company entered into a Promissory Note Agreement with an investor for up to $10,000. Interest is 25% per annum and is payable on demand. There is no penalty for prepayment. The lenders have the right at any time from the effective date, to convert the outstanding and unpaid notes principal and interest due into the Company’s common shares. The conversion price is $0.0001 per share.

Common Stock

On April 29, 2014, upon formation, The total number of shares due under any conversion notice will be equal to the conversion amount divided by the conversion price The Company evaluated the convertible note for possible embedded derivatives and concluded that none exist. However, the Company concluded a portion of the note should be allocated to additional paid-in capital as a beneficial conversion feature at the issuance date, since the conversion price on that date was lower than the fair market value of the underlying stock. Resultantly, a discount of $10,000 was recognized during the nine months ended December 31, 2017 representing the intrinsic value of the beneficial conversion feature of the note, which amount is being amortized through the maturity date of the note. The amortization of the discount for the nine months ended December 31, 2017 is $10,000.


On October 6, 2017 this promissory note has since been modified to include conversion privileges, as per note 7 below.

Note 7 - Modification of Promissory Notes

On October 6, 2017, the Company amended previously issued promissory notes with an aggregate principal amount of 12,000,000 shares$20,595 owed to an investor who has significant influence over the Company’s affairs and a promissory note with a principal amount of $10,000 owed to an investor whereby a conversion option was added to the newly formed corporation’snotes. As of October 6, 2017, the lenders have the right at any time from the effective date, to convert the outstanding and unpaid notes principal and interest due into the Company’s common stock to its Chief Executive Officer at the par value ofshares. The conversion price is $0.0001 per share or $1,200 for compensation.

Forshare. The total number of shares due under any conversion notice will be equal to the period from August 4, 2014 through March 31, 2015,conversion amount divided by the Company sold 4,500,000 shares of common stock at $0.01 per share to 45 individuals, or $45,000.

conversion price, which is treated as debt extinguishment.


 
F-5

Note 58 – Related Party Transactions


Free Office Space

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.

Shareholder Advances

During the year ended

The balance owed to shareholders as of December 31, 2017 and March 31, 2015, a significant stockholder of the Company advanced $80 to the Company, which2017 was recorded as non-interest bearing$236 and $236, respectively. The advances from shareholders are unsecured, non-interest bearing, and payable on demand.


Contribution of Capital

During the year ended March 31, 2016, a significant stockholder of the Company advanced $236 to the Company, which was recorded as non-interest bearing advances from shareholders, payable on demand. The total due at September 30, 2016 is $236.

Capital Contribution

During the sixnine months ended September 30, 2016,December 31, 2017, Oivi Launonen, former CEO of the Company, made a total capital contribution of $9,900.

$1,000 on April 7, 2017.


Note 8 - Change in control

On May 1, 2017, Glenn Similas, Jacob D. Madsen and Robert C. Laskowski, Attorney at Law, as nominee, (collectively, “Purchasers”) entered into a Stock Purchase Agreement with Oivi Launonen to purchase 12,000,000 shares of Common Stock(“Shares”) of the Company. The Shares were acquired as follows:
Glenn Similas 792,000 shares
Jacob D. Madsen483,000 shares
Robert C. Laskowski, as nominee holder10,725,000 shares
                          
F-6The Shares represent 72.72% of the issued and outstanding Common Stock of the Company based upon 16,500,000 shares of Common Stock issued and outstanding at the time of the acquisition.
 
F-8


Effective August 1, 2017, Kimberly Wright was appointed as President, CEO, CFO, Treasurer, and Secretary of the Company and was appointed as currently the sole director of the Company. Ms. Wright’s initial executive compensation consists of a salary of $2,500 per month plus an annual common stock award of 50,000 shares with a value of $5 and accounted for as stock based compensation.

Note 9- Subsequent events 

1)Convertible Note - Related party

On January 26, 2018, the Company (the “Borrower”) entered into a Promissory Note Agreement (the “Note”) with an investor (the “Lender”) who has significant influence for up to $21,000. The consideration is $21,000 payable with a 12% interest per annum and payable on demand.

Conversion terms:
The Lender has the right at any time from time to time, following the 9th anniversary month of the date of this note, to convert the outstanding and unpaid notes principal and interest due into the Company’s common shares. The number of shares of Common Stock to be issued upon a conversion hereunder will be determined by dividing the Conversion Amount by Volume Weighted Average Price of the Common Stock as quoted by OTC Markets Group Inc. for the preceding five (5) trading days immediately preceding the date of conversion (“Conversion Price”).  In no event, however, will the Conversion Price be less than $0.35 per share.

On February 9, 2018, the Company (the “Borrower”) entered into a Promissory Note Agreement (the “Note”) with an investor (the “Lender”) who has significant influence for up to $4,000. The consideration is $4,000 payable with a 12% interest per annum and payable on demand.

Conversion terms:
The Lender has the right at any time from time to time, following the 9th anniversary month of the date of this note, to convert the outstanding and unpaid notes principal and interest due into the Company’s common shares. The number of shares of Common Stock to be issued upon a conversion hereunder will be determined by dividing the Conversion Amount by Volume Weighted Average Price of the Common Stock as quoted by OTC Markets Group Inc. for the preceding five (5) trading days immediately preceding the date of conversion (“Conversion Price”).  In no event, however, will the Conversion Price be less than $0.35 per share.
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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Overview

We were incorporated on April 29, 2014 in the State of Nevada. Our mission is to develop and sell shampoo and conditioner made from all natural products. We plan to market shampoo and conditioner directly to hair salons throughout the world, through our website at www.seguinhair.com and through the use of various social media platforms.

We are a developmental stage company that has no assets or revenue. We have no track record and may never generate any revenues. An investment in our Company should be considered extremely risky as an investor could lose all of their investment if we fail to meet their goals and projections.

Plan of Operations

The management is in the process of reviewing the following plan of operations and also would update the same as needed by end of 2018 or earlier if deemed practical:

Our initial activities have included organization and incorporation, target market identification, marketing plans, capital formation and property acquisitions. Also, a substantial portion of our activities has involved developing a business plan and establishing contacts and visibility in the marketplace. We have generated no revenues since inception and we do not currently have a customer base. As discussed in more detail under “Liquidity and Capital Resources” below, our budget for the 12 months following a sufficient raise in capital is $648,450. We have not yet determined when we will begin to generate revenues. We have enough capital to last until July 2016,June 2018 assuming we do not commence operations during such period, but will not be able to implement our business plan until we are successful in raising an additional $648,500. Assuming that we are successful in raising the additionadditional capital required to implement our business plan, we foresee the following steps taking place:

(a) We would secure a lease for a warehouse that has approximately 5,000 square feet of space. We estimate that a one year lease will cost $36,000.

(b) Once we secure warehouse space we would set up our phone system. We estimate that setting up a phone system and purchasing a long distance calling plan would cost $4,800 annually.

 
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(c) We would update and expand our website. This includes making our products available for sale through our website. We estimate this process to take approximately 2 months and cost $25,000.

$25,000

(d) We would purchase the necessary products that we need in order to start producing our shampoo and conditioner. We estimate that it will take up to 60 days to receive all of the necessary products that we need to produce our initial batch shampoo and conditioner. We estimate that these raw products will cost $47,000.


(e) Simultaneously, we would order our packing supplies and labels for both our sample size bottles and our regular size bottles. We estimate that it will take 45 days to receive these supplies and labels and cost $3,000.

(f) We would order the bottles for our shampoo and conditioner. We plan to order 12,000 sample size bottles that are 250ml (8.45 fluid ounces) at a cost of $0.13 per bottle and 40,000 1 L (33.8 fluid ounces) size bottles at a cost of $0.28 per bottle. This is an aggregate estimated cost of $12,760 ($13,000 with the cost of shipping included). We estimate that it will take 30 days to receive the bottles.

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(g) We would order the mixers needed to blend the ingredients together to create our products. We estimate that it will take approximately 14 to 20 days to receive the mixers and cost $6,500.

(h) We would implement our planned marketing campaign once our products are ready to be shipped and our website has been updated. We plan to spend an estimated $300,000 on our marketing campaign.

(i) We would purchase furniture, computers, printers and another items that are necessary for our operations. We plan to spend an estimated $10,000 on these items.

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In addition, we anticipate the following costs and fees in connection with implementing our business plan:

●   We estimate the cost of shipping our products in the first year of operations to be $15,000.

●   We estimate all bookkeeping accounting costs in our first year of operations to be $15,000.

●   We estimate that all necessary travel expenses in our first year of operations will be approximately $60,000.

●   We estimate that employee payroll in our first year of operations to be approximately $65,000.

●   We estimate that attorneys’ fees in our first year of operations will be $20,000.

●   We estimate that electronic filing fees in our first year of operations will be $3,000.

●   We estimate spending an estimated $25,000in our first year of operations on miscellaneous costs.

  
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·We estimate the cost of shipping our products in the first year of operations to be $15,000.
·We estimate all bookkeeping accounting costs in our first year of operations to be $15,000.
·We estimate that all necessary travel expenses in our first year of operations will be approximately $60,000.
·We estimate that employee payroll in our first year of operations to be approximately $65,000.
·We estimate that attorneys’ fees in our first year of operations will be $20,000.
·We estimate that electronic filing fees in our first year of operations will be $3,000.
·We estimate spending an estimated $25,000 in our first year of operations on miscellaneous costs.
   

We expect that if we had the $648,500 that we need in order to commence production that it would take approx. 120 days before we would be in a position to ship out our first order.

If we are unable to raise additional cash to fund our operations, we will either have to suspend or cease our expansion plans entirely, or possibly seek a potential business combination.  

Our plan of operations

We will need a significant infusion of capital, whether in the form of debt or equity financing to implement our business plan. We have no commitment for additional funding. Without this capital infusion, it is highly unlikely that we will be able to implement our business plan.

Results of Operations

For the three and sixnine months ended September 30,December 31, 2017 and 2016 and 2015

We did not generate any revenues during these periods. Operating expenses for the three and sixnine months ended September 30, 2016December 31, 2017 were $5,912$36,302 and $31,449$75,174 as compared to $11,209$11,388 and $33,024$42,837 for the three and sixnine months ended September 30, 2015.December 31, 2016. The decreaseincrease in operating expenses for the sixthree months ended September 30, 2016December 31, 2017 as compared to the sixthree months ended September 30, 2015December 31, 2016 is primarily attributable to legal and accounting fees incurred in connection with updating of the Company’s filings with the SEC. The.

SEC during the three months ended December 31, 2017.

The basic and diluted Net Loss per share of common stock for the three and six months ended September 30,December 31, 2017 and 2016 and 2015 was $(0.00) and $(0.00).

Until such time as we can implement our business plan we anticipate ongoing losses.

Liquidity and Capital Resources

At September 30, 2016December 31, 2017 and March 31, 2016

2017

We had nominal assets at both September 30, 2016December 31, 2017 and March 31, 2016.2017. As of September 30, 2016,December 31, 2017, we had $2,015$783 in cash as compared to $21,781at$622 at March 31, 2016.2017. Total liabilities at September 30, 2016December 31, 2017 were $236 consisting$78,973 including, accounts payable of $130, accrued expenses of $17,601, convertible note payable related party of $38,506, net of unamortized discount at $27,306, promissory notes payable from related parties of $12,500, convertible notes of $10,000 and advances from shareholders totalingrelated stockholders at $236. At March 31, 2016,2017, liabilities totaled $236$2,485 consisting of $2,249 in accrued expenses and $236 as advances from related shareholders.stockholders. Advances from shareholdersstockholders are due on demand with no interest due on the outstanding balance. Unless our officersofficers/related stockholders continue to advance funds to the Company, of which there can be no assurance, or the Company receives an infusion of capital, it is unlikely that the Company will continue operations. At September 30, 2016December 31, 2017, we had an accumulated deficit of $(72,507)$(212,133) as compared to $(41,058)$(94,206) at March 31, 2016.

2017.

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Going Concern


The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had an accumulated deficit at September 30, 2016,December 31, 2017, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may never be sufficient to commence and support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and in its ability to raise additional funds.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenues and expenses. Certain of these accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of our consolidated financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Critical accounting estimates have the following attributes: (1) they require us to make assumptions about matters that are highly uncertain at the time of the estimate; and (2) different estimates we could reasonably have used, or changes in the estimate we used that are reasonably likely to occur, could have a material effect on our financial condition or results of operations.

 
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Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained or as our operating environment changes.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report on Form 10-Q/A,10-Q, an evaluation was carried out by management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was not accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

During the period ended September 30, 2016,December 31, 2017, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

 
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PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

There are no material legal proceedings pending against the Company to the knowledge of management.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 1.LEGAL PROCEEDINGS
None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.

ITEM 4.

MINE SAFETY DISCLOSURES

ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5.

OTHER INFORMATION

The Company became a reporting company as a result of filing a Registration Statement on Form S-1 with the Securities and Exchange Commission (SEC).  The Registration Statement was declared effective by SEC order on January 21, 2016.  The Registration Statement was filed for the benefit of Selling Security Holders.  The Company will not receive any proceeds from the sale of the Common Stock covered by this prospectus.  Our Common Stock is presently not traded on any market, securities exchange or electronic trading platform.

ITEM 6.

EXHIBITS

31.1

ITEM 5.

OTHER INFORMATION

None
EXHIBITS
31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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The following financial information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016December 31, 2017 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (iv) Notes to Financial Statements

 
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SIGNATURES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 21, 2017 

16, 2018 

SEGUIN NATURAL HAIR PRODUCTS, INC.

(Registrant)

By:

/s/ Oivi Launonen

Kimberly Wright

Oivi Launonen

Kimberly Wright

Chief Executive Officer

Chief Financial Officer

(Principal Accounting Officer)

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