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Seguin Natural Hair Products (SNHR)

Filed: 6 Mar 18, 7:00pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q/A
Amendment No. 1
 
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934  
 
For the Quarterly Period ended 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.)
 
65 Hillview Street, Hamilton, Ontario, Canada  L8S2Z3
(Address of principal executive offices) (Zip Code)
 
(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 13, 2018, there were 16,550,000 shares of the Company’s common stock issued and outstanding.


 

 
EXPLANATORY NOTE

The Company is filing this Amendment No. 1 on Form 10-Q/A (“Amended Filing”) to amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2017 which was originally filed February 16, 2018. The Amended Filing is filed to update information in the notes to the financial statement, particularly Note 1 regarding the Company’s current business plans and to add information in Note 9 to disclose the Company’s pending Agreement and Plan of Merger.  No other changes have been made to the original report on Form 10-Q. This amended report does not purport to provide a general update or discussion of any other developments subsequent to the original filing.
 
 
SEGUIN NATURAL HAIR PRODUCTS, INC.
FORM 10-Q/A
For the Quarter Ended 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
 3
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 6
ITEM 4.  CONTROLS AND PROCEDURES 6
   
PART II - OTHER INFORMATION 7
   
ITEM 1.  LEGAL PROCEEDINGS 7
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 7
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES 7
ITEM 4.  MINE SAFETY DISCLOSURES 7
ITEM 5.  OTHER INFORMATION 7
ITEM 6.  EXHIBITS 7
 
2

 
Seguin Natural Hair Products, Inc.
 
December 31, 2017
 
Index to the Financial Statements
 
Contents   Page(s)
   
 Balance sheets at December 31, 2017 and March 31, 2017 (unaudited) F-2
   
 Statements of operations for the nine and three months ended December 31, 2017 and 2016 (unaudited) F-3
   
 Statements of cash flows for the nine months ended December 31, 2017 and 2016 (unaudited) F-4
   
 Notes to the unaudited financial statements F-5
 
F-1

 
Seguin Natural Hair Products, Inc.
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 
 
See accompanying notes to the unaudited financial statements.
    
F-2

  
Seguin Natural Hair Products, Inc.
Statements of Operations
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 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.
December 31, 2017 and 2016
Notes to the Unaudited Financial Statements

 
Note 1 - Organization
 
Seguin Natural Hair Products 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.
 
We are no longer in the business of developing and selling shampoo, conditioner or any other hair care products.

On December 28, 2017, the Company entered into an Agreement and Plan of Merger as amended January 9, 2018 (“Merger Agreement”), with Yuengling’s Ice Cream Corporation, a private Pennsylvania corporation (“Yuengling’s”)
.
The Merger Agreement provides that, subject to its terms and conditions, Yuengling’s will be merged with and into the Company (“Merger”) with the Company continuing as the surviving corporation under the name of Yuengling’s Ice Cream Corporation (“Surviving Corporation”).

Upon the effective date of the Merger, the shareholders of Yuengling’s Ice Cream Corporation will receive, in the aggregate, 44,502,385 shares of common stock of the Surviving Corporation which will represent 88.42% of the issued and outstanding common stock of the Surviving Corporation.

The Merger is subject to approval by the shareholders of Yuengling’s Ice Cream Corporation and the other closing conditions of the Merger Agreement. The Merger Agreement has been approved by the board of directors and shareholders of the Company.
 
Note 2 – Basis of Presentation
 
The accompanying 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, 2017 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on July 13, 2017.
 
Note 3 – Going Concern
 
The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, “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 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 – Promissory 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 due 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 25% per annum and is payable on demand. There is no penalty for prepayment. These promissory notes have since been modified to 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 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 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. 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 $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 notes. 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 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, which is treated as debt extinguishment.

 Note 8 – 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
   
The balance owed to shareholders as of December 31, 2017 and March 31, 2017 was $236 and $236, respectively. The advances from shareholders are unsecured, non-interest bearing, and payable on demand.

Contribution of Capital

During the nine months ended December 31, 2017, Oivi Launonen, former CEO of the Company, made a total contribution of $1,000 on April 7, 2017.

Note 9 - 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
                          
The 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 10- Subsequent events 
 
1) Merger Agreement

A merger agreement was executed on December 28, 2017 between Seguin Natural Hair Products Inc. (Seguin) and Yuenling’s Ice Cream Corporation (Yuengling's). Pursuant to this agreement, merger will be consummated by filing with the Secretaries of State of the states of Nevada and Pennsylvania duly executed articles of merger in accordance with the Nevada Act and the Pennsylvania Code. The Merger will become effective at such time as the Articles of Merger are duly filed.

The Merger will have the effects set forth in the merger agreement and in the applicable provisions of the Nevada Act and the Pennsylvania Code. Without limiting the generality of the foregoing, at the Effective Time all property, rights, privileges and powers of Seguin and Yuengling's will vest in the Surviving Corporation, and all debts, liabilities and duties of Seguin and of Yuengling's will become the debts, liabilities and duties of the Surviving Corporation, as provided under the applicable laws of the state of Nevada.

At the Effective Time, by virtue of the Merger and without any action on the part of Yuengling's or its shareholders, the shareholders of Yuengling's will receive, in the aggregate, 44,502,385 shares of common stock of the Surviving Corporation which will represent 88.42% of the issued and outstanding common stock of the Surviving Corporation at the Effective Time. At the Effective Time, all shares of common stock of Yuengling's will no longer be issued and outstanding and will automatically be cancelled and will cease to exist and each holder of Yuengling's Shares will cease to have any rights with respect thereto, except the right to receive the Merger Consideration.

On the Effective Date, the surviving corporation shall assume liability for the repayment of the December 28, 2017 Promissory Note on the same terms as issued by Yuengling's to Freelife Investments, Inc. (Freelife) in consideration for  the  loan of $325,000.00 on that date.

As of the date of this amendment, the Merger has not closed nor become effective.
 
2)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.
 
F-9

 
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.   We are no longer in the business of developing and selling shampoo, conditioner or any other hair care products.
 
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 new management after the merger agreement is consummated would formulate a plan of operations pursuant to the merger.
 
3

 
The company will assess and quantify the revised need of finance once the business plan is formulated and reviewed by the new board and management.
 
Results of Operations
 
For the three and nine months ended December 31, 2017 and 2016
 
We did not generate any revenues during these periods. Operating expenses for the three and nine months ended December 31, 2017 were $36,302 and $75,174 as compared to $11,388 and $42,837 for the three and nine months ended December 31, 2016. The increase in operating expenses for the three months ended December 31, 2017 as compared to the three months ended December 31, 2016 is primarily attributable to legal and accounting fees incurred in connection with updating of the Company’s filings with the SEC during the three months ended December 31, 2017.
 
The basic and diluted Net Loss per share of common stock for the three months ended December 31, 2017 and 2016 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 December 31, 2017 and March 31, 2017
 
We had nominal assets at both December 31, 2017 and March 31, 2017. As of December 31, 2017, we had $783 in cash as compared to $622 at March 31, 2017. Total liabilities at December 31, 2017 were $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 related stockholders at $236. At March 31, 2017, liabilities totaled $2,485 consisting of $2,249 in accrued expenses and $236 as advances from related stockholders. Advances from stockholders are due on demand with interest due on the outstanding balance. Unless our officers/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 December 31, 2017, we had an accumulated deficit of $(212,133) as compared to $(94,206) at March 31, 2017.
 
4

 
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 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.
 
5

 
Critical Accounting Policies and Estimates
 
Our 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 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.
 
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, 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 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
 
None.
 
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None.
 
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4.MINE SAFETY DISCLOSURES
 
Not applicable.
 
ITEM 5.OTHER INFORMATION

None
 
EXHIBITS
 
31.1 
31.2 
32.1 
32.2 
101 The following financial information from our Quarterly Report on Form 10-Q/A for the quarter ended December 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
 
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: March 6, 2018 
SEGUIN NATURAL HAIR PRODUCTS, INC.
(Registrant)
  
By:/s/ Kimberly Wright 
 Kimberly Wright
 Chief Executive Officer
 Chief Financial Officer
 (Principal Accounting Officer)
 
 
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