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Seguin Natural Hair Products (SNHR)

Filed: 13 Jul 17, 12:00am

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-K

 

[X]

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

For the fiscal year ended March 31, 2017

 

[  ]

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 or Organization)

  

(I.R.S. Employer Identification No.

 

2505 Anthem Village E. Dr., Henderson, NV 89058

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, including Area Code: (702) 738-2051

 

Securities Registered Pursuant of Section 12(b) of the Act: None

Securities Registered Pursuant of Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [  ]  No [X]

 

Indicate by check mark of the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes [  ]  No [ X ]

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 the past 90 days.       Yes [X]  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 [X]

 

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated  by reference in Part III of this Form 10-K or any  amendment of this Form 10-K. [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer [  ]     Accelerated filer [  ]     Non-accelerated filer [  ]     Smaller reporting company[X]     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 [X ]No [  ]

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by referenceto the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of thelast business day of the registrant’s most recently completed second fiscal quarter.   [There is no active market for the Issuer's common equity]

 

As of July 11, 2017, there were 16,500,000 common shares issued and outstanding.  

 

 
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SEGUIN NATURAL HAIR PRODUCTS, INC.

FORM 10-K

 

 

INDEX

 

PART I  

 3

ITEM 1. BUSINESS   

 3

ITEM 1A. RISK FACTORS 

 4

ITEM 1B. UNRESOLVED STAFF COMMENTS 

 4

ITEM 2. PROPERTIES 

 4

ITEM 3. LEGAL PROCEEDINGS   

 4

ITEM 4. MINE SAFETY DISCLOSURES 

 4

PART II  

 5

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 

 5

ITEM 6. SELECTED FINANCIAL DATA  

 5

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

 5

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

 10

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 11

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 13

ITEM 9A. CONTROLS AND PROCEDURES

 13

ITEM 9B. OTHER INFORMATION 

 14

PART III  

 14

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 14

ITEM 11. EXECUTIVE COMPENSATION 

 16

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERS 

 17

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 

 17

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 

 18

PART IV

 19

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 19

   

 
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PART I

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain of the statements in this Report constitute forward-looking statements. All statements other than statements of historical fact contained in this Annual Report, including statements regarding our future results of operations and financial condition, business strategy, operations, plans, prospects, projected revenue and costs and objectives of management are forward-looking statements. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance or achievements, and may contain the words “estimate,” “project,” “intend,” “forecast,” “potential,” “anticipate,” “plan,” “planning,” “expect,” “believe,” “will,” “will likely,” “should,” “could,” “would,” “may” or words or expressions of similar meaning. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this Report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

 

As more fully described in this Report under the heading “Risk Factors,” many important factors may affect our ability to achieve our stated objectives and commercialize product candidates, including, among other things:

 

●economic conditions and governmental policies affecting the hair care products industry;

 

●global competition from other crop nutrient producers;

 

●our limited operating history; and

 

●dependence on key personnel and contractors.

 

Prospective investors are cautioned that there can be no assurance that any forward-looking statements included in this Report will prove to be accurate. In light of the often significant uncertainties inherent in our forward-looking statements, the inclusion of such statements should not be regarded as a representation or warranty by the Company or any other person that the objectives and plans of the Company will be achieved in any specified time frame, if at all. Except to the extent required by applicable laws or rules, the Company does not undertake any obligation to update any forward-looking statements or to announce revisions to any forward-looking statements.

 

We caution you that the important risk factors and cautionary statements described in the sections of this Report entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well as in other portions of this Report, may not be all of the factors important to you in determining whether to invest in our securities. We cannot assure you that we will realize the results or developments we expect or anticipate or, even if we realize them substantially, that they will result in the outcomes we expect. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any one factor, or combination of factors, may cause our actual results to differ materially and adversely from those stated or suggested in our forward-looking statements. The forward-looking statements included in this Report are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except to the extent required by law. 

 

ITEM 1.Business

 

Overview

 

We were incorporated in April 2014. We intend to engage in the business of developing, marketing, and selling shampoo, conditioner and other hair care products made from all natural ingredients. Initial operations have included organization and incorporation, target market identification, marketing plans, capital formation and property acquisitions. 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 have had no business operations to date.

 

Our Company

 

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.

 

 
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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.  

 

Going Concern

 

We are a development stage company. The audited financial statements included in this Annual Report have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result if we cease to continue as a going concern. We have not generated any revenues from operations to date and we currently have no products. We anticipate generating losses for the next twelve months. We will require additional financing in the amount of $648,500 to commence operations as planned. As of March 31, 2016, and March 31, 2017, we have an accumulated deficit and a net loss of ($39,488) and ($53,148), respectively, and cash and cash equivalents of $21,781 and $622, respectively.

 

Corporate Information

 

We were incorporated in the state of Nevada on April 29, 2014. Our principal executive office and mailing address is 2505 Anthem Village E Dr. Henderson, Nevada 89058. Our telephone number is (702) 738 2051. The address of our website is www.seguinhair.com.

 

Access to Company Reports

 

We file periodic reports, information statements and other information with the SEC in accordance with the requirements of the Securities Exchange Act of 1934, as amended. If requested we will make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to such reports available free of charge. Within the time period required by the SEC, we will post on our website any modifications to the code of ethics for our CEO and senior financial officers and any waivers applicable to senior officers as defined in the applicable code, as required by the Sarbanes-Oxley Act of 2002. You may also read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. One may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, our reports and information statements, and our other filings are also available to the public over the Internet at the SEC’s website at www.sec.gov. Unless specifically incorporated by reference in this Annual Report on Form 10-K, information that you may find on our website is not part of this report.

 

ITEM 1A.  Risk Factors 

 

As an “emerging growth company,” are not required to provide the information required by this Item 1A.

 

ITEM 1 B.  Unresolved Staff Comments

 

Not Applicable to Emerging Growth Companies.

 

ITEM 2.  Properties

 

We do not currently have a lease agreement in place with respect to premises for our planned business operations. However, we intend to enter into a lease in the near future.

 

ITEM 3.  Legal Proceedings

 

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

 

ITEM 4.  Mine Safety Disclosures

 

Not Applicable.

 

 
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PART II

 

ITEM 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

(a)Market Information.Our Common Stock is currently quoted on the Over-the-Counter with the symbol “SNHR”.  However, an active market has yet to be established.

 

(b) Holders.  As of March 31, 2017, the Company had 46 shareholders of record holding common stock.

 

(c) Dividends.  The Company has not paid any cash dividends to date, and has no intention of paying any cash dividends on the Common Stock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of the Company’s Board of Directors and to certain limitations imposed under Nevada law. The timing, amount and form of dividends, if any, will depend upon, among other things, the Company’s results of operations, financial condition, cash requirements, and other factors deemed relevant by the Board of Directors. The Company intends to retain any future earnings for use in its business.

 

(d) Securities authorized for issuance under equity compensation plans.   None.

 

(e) Recent Sales of unregistered securities.  None.

 

ITEM 6.  Selected Financial Data

 

Not applicable to emerging growth company.

 

ITEM 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion of our financial condition and results of operations should be read together with our audited financial statements and the related notes that are included elsewhere in this report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the caption “Risk Factors” or in other parts of this report. See “Cautionary Note Regarding Forward-Looking Statements.”

 

Forward Looking Statements

 

Some of the statements contained in this Annual Report that are not historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Annual Report, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

 

●our ability to raise capital when needed and on acceptable terms and conditions;

●our ability to attract and retain management, and to integrate and maintain technical information and management information systems;

●the intensity of competition; and

●general economic conditions.

 

All forward-looking statements made in connection with this Annual Report which are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

 

Company’s Plans

 

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.

 

 
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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.seguihair.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

 

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, 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 addition 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.

      

(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.

  

(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.

  

(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.

  

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 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.

 

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 March 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.

 

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. 

 

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. We believe the following critical accounting policies reflect the more significant estimates and assumptions we have used in the preparation of our consolidated financial statements:

 

Material Weaknesses

 

Management has identified material weaknesses in our internal control over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses relates to having only one employee assigned to positions that involve processing financial information, resulting in a lack of segregation of duties so that all journal entries and account reconciliations are not reviewed by someone other than the preparer.

 

 
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Although we are aware of the risks associated with having a small internal accounting staff, we are also at an early stage in the development of our business. We expect to expand our accounting function and improve its ability to handle complex transactions and other matters as we grow our business and can more readily absorb the costs of such expansion and improvements. In the meantime, management will continue to observe and assess our internal audit function and make necessary improvements whenever they may be required.

 

Revenues

 

We are a development stage company and have not generated any revenues to date.  We incorporated our business on April 29, 2014.  We have not commenced business operations.   Our operating activities have been limited to our initial capital funding, filing a resale registration statement with the Securities and Exchange Commission (SEC), filing periodic reports with the SEC and maintaining our corporate charter.

 

Costs and Expenses

 

Our principal costs and expenses have been comprised of professional fees and general administrative expenses associated with the commencement of our business, its initial financing and SEC registration of our common stock on behalf of our shareholders.  Professional fees include accounting, financial auditing and legal services.  General administrative expenses are associated with the SEC registration and other associated corporate compliance activities.   

 

For the period ended, March 31, 2016 and March 31, 2017, executive compensation was $0 and $0, respectively.  Mr. Launonen, our Chief Executive Officer, was paid for his organizational efforts, in our common stock valued as $1,200 for executive compensation.  Mr. Launonen was not paid any executive compensation for the year ending March 31, 2017.

 

For the period ended, March 31, 2016 and March 31, 2017, professional fees were $36,997 and $38,909, respectively.  This increase represents the professional fee expenses associated with our continued SEC reporting requirements.

 

For the period ended, March 31, 2016 and March 31, 2017, our total general and administrative expenses were $2,491 and $14,239, respectively.  This increase was primarily the result of expenses associated with our continued SEC reporting requirements.

 

Liquidity and Capital Resources

 

For the year ended March 31, 2017 we funded our Company $27,361 through shareholder contribution. For the year ended March 31, 2016 we funded our Company $18,782 through shareholder contribution and a $156 shareholder advance.

 

For the period ending March 31, 2017 and March 31, 2016, we had cash and cash equivalents of $622 and $21,781, respectively.  

 

Our operating activities have a negative operating cash flow effect and our working capital and capital investment requirements have been and will continue to be significant. As a result, we depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations once commenced and new product commercialization efforts.  We anticipate that we will need to raise $648,450 to implement our business plan.

 

 

There are a number of risks to investors associated with our financial condition. The sale of additional equity securities, or the issuance of debt convertible into equity securities, could result in dilution to our stockholders. We do not have any credit facilities or other access to bank credit. In the event we could raise long-term debt finance, however, its incurrence would result in increased fixed obligations and could result in our being subject to covenants that would restrict our operations once commenced. In all events, there can be no assurance that we will be able to raise additional capital to the extent we require it, when we require it, on favorable terms, or at all. See “Risk Factors” for further discussion of the risks inherent in any investment in our securities, given our need for capital, the fact that we have not yet commenced operations, and our continuing losses and working capital shortfalls.

 

Existing capital resources are insufficient to support continuing operations of the Company over the next 12 months. We anticipate that the Company will need approximately $60,000 of additional capital to continue its existing operating activities over the next 12 months.

 

Management offers no assurance that adequate capital resources will be available to support continuing operations over the next 12 months. Management plans to pursue additional capital funding through multiple sources.

 

 
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Cash Flows

 

For the periods ended March 31, 2017 and March 31, 2016, the Company had used cash in operating activities of $48,250 and $41,867, respectively. The increased use in cash was the result of our registration statement filing activities.

 

Cash provided by financing activities for the year ended March 31, 2017 and March 31, 2016, the Company was additionally funded $27,361 through shareholder contributions and $18,782 shareholder contribution and a $156 shareholder advance, respectively.  

 

Capital Expenditures 

 

The Company has no capital expenditures to date. 

 

Credit Facilities 

 

We do not have any credit facilities or other access to bank credit. 

 

Contractual Obligations, Commitments and Contingencies 

 

We are not subject to any material contingencies. 

 

The Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Currently, there are no such matters deemed material to the Company. 

 

We do not currently have a lease agreement in place with respect to premises to commence our business operations. However, we intend to enter into a lease in the near future. 

 

Off-Balance Sheet Arrangements   

 

The Company has no off-balance sheet arrangements. 

 

Quantitative and Qualitative Disclosures about Market Risk 

 

In the ordinary course of our business, we are not exposed to market risks, such as those that may arise from changes in interest rates or changes in foreign currency exchange rates or that may otherwise arise from transactions in derivatives.

 

Recent Accounting Pronouncements 

 

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

 

Effects of Inflation 

 

Our results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the effects of inflation on our results of operations and financial condition, due to the imprecise nature of the estimates required, we believe such effects, if any, have been immaterial.

 

Subsequent Event

 

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. Madsen

483,000 shares

Robert C. Laskowski

10,725,000 shares

  

The Shares will 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 as of the date hereof. The Company was not a party to the private transaction.

 

The consideration for the acquisition of the Shares was $200,000, all of which was provided on behalf of the Purchasers by Glenn Similas and Jacob D. Madsen from their own funds. The consideration was paid in full on May 17, 2017.

 

 
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Upon complete of the Company’s reorganization and  subsequent termination of its shell company status following the anticipated change of control transaction, the Company will file a report on Form 8-K containing information that would be required if the Company were filing a registration of securities under Form 10 under the Securities and Exchange Act of 1934, as amended.

 

General Terms

On June 19, 2017, the Company (the “Borrower”) entered into a Promissory Note Agreement (the “Note”) with an investor (the “Lender”) 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

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 and not to exceed 9.99% of the total shares outstanding.

  

ITEM 7A.  Quantitative and Qualitative Disclosure about Market Risk

 

Not applicable.

 

 
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ITEM 8.   Financial Statements and Supplementary Data

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Board of Directors and Stockholders

Seguin Natural Hair Products, Inc.

Henderson, Nevada

 

We have audited the accompanying balance sheet of Seguin Natural Hair Products, Inc. (the “Company”) as of March 31, 2017, and the related statement of operations, changes in stockholders’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Seguin Natural Hair Products, Inc. as of March 31, 2017, and the results of its operations and its cash flows for the year then ended, 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 a net capital deficiency that 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

July 12, 2017 

 

 
11

 

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors of Seguin Natural Hair Products, Inc.

 

We have audited the accompanying balance sheet of Seguin Natural Hair Products, Inc. as of March 31, 2016 and the related statements of operations, stockholders’ equity, and cash flows for the year ended March 31, 2016 . Seguin Natural Hair Products, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Seguin Natural Hair Products, Inc. as of March 31, 2016, and the results of its operations and its cash flows for the year ended March 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 3 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that 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/ KLJ & Associates, LLP 
  

KLJ & Associates, LLP

 
  

Edina, MN  

 

July 12, 2016

 

  

 
12

 

  

Seguin Natural Hair Products, Inc.

 

March 31, 2017 and 2016

 

Index to the Financial Statements

 

Contents 

 Page(s)

 

 

Balance sheets at March 31, 2017 and 2016

 F-2

 

 

Statements of operationsfor the years ended March 31, 2017 and 2016

 F-3

 

 

Statements of changes in stockholders’ equity (deficit)for the years ended March 31, 2017 and 2016

 F-4

 

 

Statements of cash flowsfor the years ended March 31, 2017 and 2016

 F-5

 

 

Notes to the financial statements 

 F-6

                                                      

 
F-1

 

 

Seguin Natural Hair Products, Inc.

Balance Sheets

 

 

  

March 31, 2017

  

March 31, 2016

 
         
         

ASSETS

        

CURRENT ASSETS:

        

Cash

 $622  $21,781 

Prepaid Expenses

  -   2,379 
         

Total Current Assets

  622   24,160 
         

Total Assets

 $622  $24,160 
         

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

        

CURRENT LIABILITIES:

        

Accrued expenses and other current liabilities

 $2,249  $- 

Advances from stockholders

  236   236 
         

Total Current Liabilities

  2,485   236 
         

Total Liabilities

  2,485   236 
         

COMMITMENTS AND CONTINGENCIES

        
         

STOCKHOLDERS' EQUITY (DEFICIT):

        

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

  90,693   63,332 

Accumulated deficit

  (94,206)  (41,058)
         

Total Stockholders' Equity (Deficit)

  (1,863)  23,924 
         

Total Liabilities and Stockholders' Equity (Deficit)

 $622  $24,160 

 

See accompanying notes to the financial statements. 

 

 
F-2

 

 

Seguin Natural Hair Products, Inc.

Statements of Operations 

 

 

  

For the Year

  

For the Year

 
  

ending

  

ending

 
  

March 31, 2017

  

March 31, 2016

 
         
         

Operating Expenses

        

Professional fees

  38,909   36,997 

General and administrative expenses

  14,239   2,491 
         

Total operating expenses

  53,148   39,488 
         

Loss from Operations

  (53,148)  (39,488)
         

Income Tax Provision

  -   - 
         

Net Loss

 $(53,148) $(39,488)
         

Net Loss per Common Share - Basic and Diluted

 $(0.00) $(0.00)
         

Weighted average common shares outstanding:- basic and diluted

  16,500,000   16,500,000 

 

See accompanying notes to the financial statements. 

 

 
F-3

 

 

Seguin Natural Hair Products, Inc.

Statements of Changes in Stockholders' Equity (Deficit)

For the Years Ended March 31, 2017 and 2016

 

 

  

Common Stock, $0.0001 Par Value

  

Additional

      

Total

 
  

Number of

Shares

  

Amount

  

Paid-in

Capital

  

Accumulated Deficit

  

Stockholders'

Equity (Deficit)

 
                     

Balance, March 31, 2015

  16,500,000  $1,650  $44,550  $(1,570) $44,630 
                     

Capital Contribution

          18,782   -   18,782 
                     

Net loss

              (39,488)  (39,488)
                     

Balance, March 31, 2016

  16,500,000   1,650   63,332   (41,058)  23,924 
                     

Capital Contribution

          27,361   -   27,361 
                     

Net loss

              (53,148)  (53,148)
                     

Balance, March 31, 2017

  16,500,000  $1,650  $90,693  $(94,206) $(1,863)

 

See accompanying notes to the financial statements. 

 

 
F-4 

 

 

Seguin Natural Hair Products, Inc.

Statements of Cash Flows 

 

 

  

For the Year

  

For the Year

  
  

ending

  

ending

  
  

March 31, 2017

  

March 31, 2016

  
          
          

CASH FLOWS FROM OPERATING ACTIVITIES:

         

Net loss

 $(53,148) $(39,488) 
          

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

         

Changes in operating assets and liabilities:

         

Prepaid Expenses

  2,379   (2,379) 

Accrued expenses and other current liabilities

  2,249   -  
          

Net cash used in operating activities

  (48,520)  (41,867) 
          

CASH FLOWS FROM FINANCING ACTIVITIES:

         

Advances from stockholders

  -   156  

Capital contribution

  27,361   18,782  
          

Net cash provided by financing activities

  27,361   18,938  
          

Net change in cash

  (21,159)  (22,929) 
          

Cash at beginning of the reporting period

  21,781   44,710  
          

Cash at end of the reporting period

 $622  $21,781 

 

          

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

         
          

Interest paid

 $-  $-  
          

Income tax paid

 $-  $-  

 

See accompanying notes to the financial statements.

 

 
F-5

 

 

Seguin Natural Hair Products, Inc.

March 31, 2017 and 2016

Notes to the Financial Statements

 

 

Note 1 - Organization and Operations

 

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.

 

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

 

Note 2 -Significant and Critical Accounting Policies and Practices

 

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

 

Basis of Presentation

 

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Fiscal Year End

The Company elected March 31st as its fiscal year end date upon its formation.

 

Use ofEstimates and Assumptions and Critical Accounting Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of expenses during the reporting period(s).

 

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

 

 

(i)

Assumptionas a going concern: Management assumes thatthe Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business;

 

(ii)

Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, (d) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

 

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

 
F-6

 

  

Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1

 

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

   

Level 2

 

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

   

Level 3

 

Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses approximate their fair value because of the short maturity of this instrument.

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

 
F-7

 

  

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that usedin the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitment and Contingencies

 

The Company follows subtopic 450-20 ofthe FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

 

Revenue Recognition

 

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

Deferred Tax Assets andIncomeTax Provision

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

 
F-8

 

  

Tax years that remain subject to examination by major tax jurisdictions

 

The Company disclosestax years that remain subject to examination by major tax jurisdictions pursuant to the ASC Paragraph 740-10-50-15.

 

Earnings per Share

 

Earnings per share ("EPS") is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

 

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

 

There were no potentially dilutive common shares outstanding for the years ended March 31, 2017 and 2016.

 

Cash Flows Reporting

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

 

Subsequent Events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 

Recently Issued Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements.

 

 
F-9

 

  

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 March 31, 2017, a net loss and net cash used in operating activities for the reporting periodthen 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.

 

Note4 – Stockholders Equity (Deficit)

 

Shares Authorized

 

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue Five Hundred Million (500,000,000) shares of Common Stock, par value $0.0001 per share.

 

Common Stock

 

On April 29, 2014, upon formation, the Company issued an aggregate of 12,000,000 shares of the newly formed corporation’s common stock to its Chief Executive Officer at the par value of $0.0001 per share or $1,200 for compensation.

 

For the period from August 4, 2014 through March 31, 2015, the Company sold 4,500,000 shares of common stock at $0.01 per share to 45 individuals, or $45,000.

 

Additional Paid in Capital

 

During the years ended March 31, 2017 and 2016 our CEO contributed $27,361 and $18,782, respectively, to the Company to pay for operating expenses and these are recorded as additional paid in capital.

  

Note 5 – 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 March 31, 2016, a significant stockholder of the Company advanced $156 to the Company, which was recorded as non-interest bearing advances from shareholders, payable on demand.

 

The balance owed as of March 31, 2017 and 2016 was $236 and $236, respectively.

 

Contributions

 

During the years ended March 31, 2017 and 2016 our CEO contributed $27,361 and $18,782, respectively, to the Company to pay for operating expenses and these are recorded as additional paid in capital.

 

 
F-10

 

  

Note6 – Deferred Tax Assets and Income Tax Provision

 

Deferred Tax Assets

 

At March 31, 2017, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $92,923 that may be offset against future taxable income through 2037. No tax benefit has been reported with respect to these net operating loss carry-forwards because the Company believes that the realization of the Company’s net deferred tax assets of approximately $31,594 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.

 

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding the probability of its realization.  The valuation allowance increased approximately $17,634 and $13,426for the year ended March 31, 2017 and 2016, respectively.

 

Components of deferred tax assets in the balance sheets are as follows:

 

  

March 31,

2017

  

March 31,

2016

 

Net deferred tax assets – non-current:

        
         

Expected income tax benefit from NOL carry-forwards

 $32,030  $13,960 
         

Less valuation allowance

  (32,030

)

  (13,960

)

         

Deferred tax assets, net of valuation allowance

 $-  $- 

 

Income Tax Provision in the Statements ofOperations

 

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows:

 

  

For the Year

ended March 31,

2017

  

For the Year

ended March 31,

2016

 
         

Federal statutory income tax rate

  34.0

%

  34.0

%

         

Change in valuation allowance on net operating loss carry-forwards

  (34.0

)

  (34.0

)

         

Effective income tax rate

  0.0

%

  0.0

%

  

Note 7 – Subsequent Events

 

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that the following reportable subsequent events needed to be disclosed:

 

1) 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. Madsen

483,000 shares

Robert C. Laskowski

10,725,000 shares

                      

The Shares will 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.

 

2)ConvertibleNote Payable on June 19, 2017

 

General Terms

On June 19, 2017, the Company (the “Borrower”) entered into a Promissory Note Agreement (the “Note”) with an investor (the “Lender”) 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

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.

 

 
F-11

 

  

ITEM 9.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

ITEM 9A.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

In connection with the preparation of this annual report, an evaluation was carried out by the Company’s 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”)) as of March 31, 2017. 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.

 

During the evaluation of disclosure controls and procedures as of March 31, 2017, management identified material weaknesses in internal control over financial reporting, which management considers an integral component of disclosure controls and procedures. Material weaknesses identified include the lack of any segregation of duties, lack of appropriate accounting policies and management’s assessment of internal control over financial reporting. As a result of the material weaknesses identified, management concluded that Company’s disclosure controls and procedures were not effective.

 

Notwithstanding the existence of these material weaknesses, management believes that the consolidated financial statements in this annual report on Form 10-K fairly present, in all material respects, Company’s financial condition as of March 31, 2017 and 2015, and results of its operations and cash flows for the years ended March 31, 2017 and 2016, in conformity with United States generally accepted accounting principles (GAAP).  

 

Management’s Report on Internal Control over Financial Reporting

 

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

 

●Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

 

●Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and

 

●Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

 

The Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2017, based on criteria established inInternal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).As a result of this assessment, management identified material weaknesses in internal control over financial reporting.

 

A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

 

 
13

 

  

The material weaknesses identified are disclosed below.

 

 

Ineffective Oversight of Financial Reporting. The Company has not provided an appropriate level of oversight of the financial reporting process and has not appropriately monitored the Company’s system of internal control. The Company’s monitoring of management’s assessment of internal control over financial reporting did not result in appropriate actions taken by management to remedy the deficiencies in the process to assess internal control over financial reporting. The Company has no independent audit committee overseeing the financial reporting process.

 

Failure to Segregate Duties. Management has not maintained any segregation of duties within the Company due to its reliance on individuals to fill multiple roles and responsibilities. Our failure to segregate duties has been a material weakness since inception through this annual report.

 

Sufficiency of Accounting Resources. The Company has limited accounting personnel to prepare its financial statements. The insufficiency of our accounting resources has been a material weakness since inception.

 

As a result of the material weaknesses in internal control over financial reporting described above, the Company's management has concluded that, as of March 31, 2017, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued by the COSO.

 

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged the Company’s independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

 

Changes in Internal Controls Over Financial Reporting

 

During the period ended March 31, 2017, there have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

ITEM 9B.  Other Information

 

None.

 

PART III

 

ITEM 10.  Directors, Executive Officers and Corporate Governance

 

The following table sets forth the names of the Company’s directors, executive officers, and key employees, and their positions with the Company, as of the date of this Annual Report:

 

Name

Age

Position

Oivi Launonen

71

Chief Executive Officer, Chief Financial Officer, President, and Director

   

 

Business Experience of Directors and Executive Officers

 

Oivi Launonenis our founder and has served as our Chief Executive Officer, Chief Financial Officer, President, and sole Director since our inception. Mr. Launonen has been in the salon business most of his life. He has owned both hair salons and retail stores that sell salon products. Mr. Launonen earned a Bachelor of Arts degree from the New Sorbonne University in Paris, France. We believe Mr. Launonen is well-qualified to serve as an executive officer and a director due to his management and leadership experience in the hair salon industry.

 

Except as set forth in the brief account of business experience below, none of the events listed in Item 401(f) of Regulation S-K has occurred during the past ten years and that is material to the evaluation of the ability or integrity of any of the Company’s directors, director nominees or executive officers.

 

Shareholder Communications 

 

Company shareholders who wish to communicate with the Board of Directors or an individual director may write to Seguin Natural Hair Products' offices located at 2505 Anthem Village East Drive, Henderson, NV 89058. Your letter should indicate that you are a shareholder and whether you own your shares in street name. Letters received will be retained until the next Board meeting when they will be available to the addressed director. Such communications may receive an initial evaluation to determine, based on the substance and nature of the communication, a suitable process for internal distribution, review and response or other appropriate treatment. There is no assurance that all communications will receive a response.

 

 
14

 

  

Reports to Shareholders

 

We may voluntarily send annual reports to our shareholders, which will include audited financial statements. We are a reporting company, and file reports with the Securities and Exchange Commission (SEC), including this Form 10-K as well as other reports on Form 8-K and quarterly reports on Form 10-Q. The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 100 F St., NE., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The Company files its reports electronically and the SEC maintains an Internet site that contains reports, proxy and information statements and other information filed by the company with the SEC electronically. The address of that site is http://www.sec.gov.

 

Conflict of Interest Policy 

 

Our policy was established to guard against any potential conflicts of interest. As the Company grows it will be the job of the audit committee to decide if additional controls need to be put in place.

 

Code of Ethics

 

The Company adopted a Code of Ethics on June 25, 2016 which was attached to the Form 10-K, filed on July 13, 2016, and incorporated herewith.

 

Meetings and Committees of the Board of Directors

 

We presently have no formal independent Board committees. Until further determination, the full Board of Directors will undertake the duties of the audit committee, compensation committee and nominating and governance committee. The member of the Board of Directors performing these functions as of March 31, 2017 is Oivi Launonen.

 

Committees

 

We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this prospectus. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time. However, we intend to implement a comprehensive corporate governance program, including establishing various board committees in the future.

 

Certain Provisions of the Company’s Articles of Incorporation and Nevada Law Relating to Indemnification of Directors and Officers

 

Subsection 7 of Section 78.138 of the Nevada Revised Statutes (the “Nevada Law”) provides that, subject to certain very limited statutory exceptions, a director or officer is not individually liable to the corporation or its shareholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The statutory standard of liability established by Section 78.138 controls even if there is a provision in the corporation’s articles of incorporation unless a provision in the company’s Articles of Incorporation provides for greater individual liability.

 

Subsection 1 of Section 78.7502 of the Nevada Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (any such person, a “Covered Person”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Covered Person in connection with such action, suit or proceeding if the Covered Person is not liable pursuant to Section 78.138 of the Nevada Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable cause to believe the Covered Person’s conduct was unlawful.

 

 
15

 

  

Subsection 2 of Section 78.7502 of the Nevada Law empowers a corporation to indemnify any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in the capacity of a Covered Person against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the Covered Person in connection with the defense or settlement of such action or suit, if the Covered Person is not liable pursuant to Section 78.138 of the Nevada Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the Corporation. However, no indemnification may be made in respect of any claim, issue or matter as to which the Covered Person shall have been adjudged by a court of competent jurisdiction (after exhaustion of all appeals) to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances the Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper Section 78.7502 of the Nevada Law further provides that to the extent a Covered Person has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Subsection 1 or 2, as described above, or in the defense of any claim, issue or matter therein, the corporation shall indemnify the Covered Person against expenses (including attorneys’ fees) actually and reasonably incurred by the Covered Person in connection with the defense.

 

Subsection 1 of Section 78.751 of the Nevada Law provides that any discretionary indemnification pursuant to Section 78.7502 of the Nevada Law, unless ordered by a court or advanced pursuant to Subsection 2 of Section 78.751, may be made by a corporation only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances. Such determination must be made (a) by the shareholders, (b) by the board of directors of the corporation by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (c) if a majority vote of a quorum of such non-party directors so orders, by independent legal counsel in a written opinion, or (d) by independent legal counsel in a written opinion if a quorum of such non-party directors cannot be obtained.

 

Subsection 2 of Section 78.751 of the Nevada Law provides that a corporation’s articles of incorporation or bylaws or an agreement made by the corporation may require the corporation to pay as incurred and in advance of the final disposition of a criminal or civil action, suit or proceeding, the expenses of officers and directors in defending such action, suit or proceeding upon receipt by the corporation of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Subsection 2 of Section 78.751 further provides that its provisions do not affect any rights to advancement of expenses to which corporate personnel other than officers and directors may be entitled under contract or otherwise by law.

 

Subsection 3 of Section 78.751 of the Nevada Law provides that indemnification pursuant to Section 78.7502 of the Nevada Law and advancement of expenses authorized in or ordered by a court pursuant to Section 78.751 does not exclude any other rights to which the Covered Person may be entitled under the articles of incorporation or any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, for either an action in his or her official capacity or in another capacity while holding his or her office. However, indemnification, unless ordered by a court pursuant to Section 78.7502 or for the advancement of expenses under Subsection 2 of Section 78.751 of the Nevada Law, may not be made to or on behalf of any director or officer of the corporation if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action. Additionally, the scope of such indemnification and advancement of expenses shall continue for a Covered Person who has ceased to be a director, officer, employee or agent of the corporation, and shall inure to the benefit of his or her heirs, executors and administrators.

 

Section 78.752 of the Nevada Law empowers a corporation to purchase and maintain insurance or make other financial arrangements on behalf of a Covered Person for any liability asserted against such person and liabilities and expenses incurred by such person in his or her capacity as a Covered Person or arising out of such person’s status as a Covered Person whether or not the corporation has the authority to indemnify such person against such liability and expenses.

 

The Bylaws of the company provide for indemnification of covered persons substantially identical in scope to that permitted under the Nevada Law. Such Bylaws provide that the expenses of directors and officers of the company incurred in defending any action, suit or proceeding, whether civil, criminal, administrative or investigative, must be paid by the company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the company.

 

Section 16(A) Beneficial Ownership Reporting Compliance. 

 

Not Applicable.

 

ITEM 11.  Executive Compensation

 

Compensation of Executive Officers

 

As of the date of this prospectus, no amounts have been paid to, or accrued to, Mr. Launonen in his capacity as an executive officer of the Company except for 12 million shares of the Company’s common stock, valued at $1,200 in the aggregate, issued to Mr. Launonen in connection with him serving as an executive officer of the Company.

 

 
16

 

  

Compensation of Directors

 

As of the date of this prospectus, no amounts have been paid to, or accrued to, Mr. Launonen in his capacity as the sole director of the Company.

 

Employment Agreements

 

The Company currently has no employment agreements with any named executive officer.

 

 

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth certain information as of March 31, 2017 with respect to the holdings of: (1) each person known to us to be the beneficial owner of more than 5% of our Common Stock; (2) each of our directors and named executive officers; and (3) all directors and executive officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, at the address of 2505 Anthem Village E. Dr. Henderson, Nevada 89058. Percentage ownership is based on 16,500,000 shares of common stock outstanding on March 31, 2017.

 

(a)  Name of Beneficial Owner of Certain Beneficial Owners

 

Title of

Class

Name and address of beneficial owner

(1)

Amount and nature of beneficial ownership

(2)

Percent of

Class

Common

Oivi Launonen

12,000,000

72.7%

 

 

 

 

Total

 

12,000,000

72.7%

 

(1) Address is 2505 Anthem Village E. Drive, Henderson, NV 89058

(2) Ownership is direct unless stated otherwise in a footnote.

 

 (b)  Security Ownership of Management.

 

Security Ownership of Management

Title of Class

Name of and Address of Beneficial Owner (1)

Amount and nature of

 Beneficial Ownership (2)

Percent of Class

  Common

  Oivi Launonen

12,000,000

72.7%

 

(1) Address is 2505 Anthem Village E. Drive, Henderson, NV 89058

(2) Ownership is direct unless stated otherwise in a footnote.

 

(c)Changes in control. Except as otherwise set forth in this Report in Item 7 of the Footnotes to the financial statements, there are no arrangements, known to the Company, the operation of which may at a subsequent date result in a change in control of the Company.

 

ITEM 13.  Certain Relationships and Related Transactions and Director Independence

 

Certain Transactions

 

Except as described below, none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party:

 

(A) Any of our directors or officers;

 

(B) Any proposed nominee for election as our director;

 

(C) Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our common stock; or

 

(D) Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our company.

 

 
17

 

  

During the year ended March 31, 2016, Oivi Launonen, the Chief Executive Officer and a significant stockholder of the Company, advanced $156 to the Company, which was recorded as non-interest bearing advances from shareholders, payable on demand, and contributed $18,782.

 

For the year ended March 31, 2017, Oivi Launonen, the Chief Executive Officer contributed $27,361.

 

Director Independence

 

As of March 31, 2017, the Company had one (1) Director serving on the Board of Director, Oivi Launonen. The Company is not currently a listed issuer and, as such, is not subject to any director independence standards using the definition of independence set forth in the Nasdaq Marketplace Rule 4200(a)(15).

 

ITEM 14.  Principal Accountants Fees and Services

 

Audit Fees

 

The aggregate fees billed for professional services rendered by the Company’s public accounting firm for the audit and the reviews of the Company’s financial statements for the years ended March 31, 2017 and March 31, 2016, were $5,000 and $8,000 respectively.  

 

Audit Related Fees

 

The Company incurred no fees during the last two fiscal years for assurance and related services by the Company’s principal accountant that were reasonably related to the performance of the audit or review of the Company’s financial statements, and not reported under “Audit Fees” above.

 

Tax Fees

 

During the last two fiscal years, the Company incurred $-0- in fees for professional services rendered by the Company’s principal accountant for tax compliance, tax advice or tax planning.

 

All Other Fees

 

The Company incurred no other fees during the last two fiscal years for products and services rendered by the Company’s principal accountant.

 

Our pre-approval policies and procedures for the board, acting in lieu of a separately designated, independent audit committee, described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

 

The Company’s principal auditor and its affiliated firm completed all of the audit without the assistance of any other firms. 

 

 
18

 

  

PART IV

 

ITEM 15.  Exhibits

 

Exhibit

Number

Description of Exhibit

 

Location of Exhibit

 

 

 

 

3.1

Articles of Incorporation

 

Filed as Exhibit 3.1 to Form  S-1 July 23, 2015

3.2

Bylaws

 

Filed as Exhibit 3.2 to Form  S-1 July 23, 2015

31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Launonen – CEO

 

Filed herewith

31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Launonen - CFO

 

Filed herewith

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Launonen - CEO

 

Filed herewith

32.2

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Launonen - CFO

 

Filed herewith

101.INS

XBRL Instance Document

 

Filed herewith

101.SCH

XBRL Taxonomy Extension Schema Document

 

Filed herewith

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

 

Filed herewith

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

 

Filed herewith

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

 

Filed herewith

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

 

Filed herewith

  

 
19

 

 

SIGNATURES

 

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

 

 

SEGUIN NATURAL HAIR PRODUCTS, INC.

 

 

Date: July 12, 2017

/s/ Oivi Launonen

_________________________

 

 

 

By: Oivi Launonen

Title: Chief Executive Officer (Principal Executive Officer)

  

Date: July 12, 2017

/s/ Oivi Launenon

_________________________

 

 

 

By: Oivi Launonen

Title: Chief Financial Officer (Principal Financial Officer)

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Date: July 12, 2017

/s/ Oivi Launonen

_________________________

 

By:  Oivi Launonen

 

Title:   Director

 

 

 

20