UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q/A
Amendment No. 210-Q
 
☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934  
 
For the Quarterly Period ended June 30,December 31, 2017
OR
☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
For the transition period from _____________ to   _____________
 
Commission file number:      333-205822
 
SEGUIN NATURAL HAIR PRODUCTS, INC.
 
(Exact name of registrant as specified in its charter)
 
NEVADA 35-7654530
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
 
104 Longwood Road South,65 Hillview Street, Hamilton, Ontario, Canada L8S IS6L8S2Z3
(Address of principal executive offices) (Zip Code)
 
(647) 533-5096
 
(Issuer's telephone number, including area code)
(Former name, former address and former fiscal year if changed since last report)
 
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.  Yes  ☒   No  ☐
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ☒   No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange:
 
 Large accelerated filer  ☐Accelerated filer                 ☐
 Non-accelerated filer  ☐Smaller reporting company  ☒
  Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐.☒.
   
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act.)  
Yes  ☒   No  ☐
 
Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of August 28, 2017,February 13, 2018, there were 16,500,00016,550,000 shares of the Company’s common stock issued and outstanding.

EXPLANATORY NOTE

The Company is filing this Amendment No. 2 on Form 10-Q/A (“Second Amended Filing”) to amend the Company’s quarterly report on Form 10-Q/A for the quarterly period ended June 30, 2017 which was originally filed with the Securities and Exchange Commission on August 21, 2017. The headings in the columns of the financial statements and related notes thereto and the headings of the tables of financial information contained in Part 1,  Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” have been amended to delete “Not Reviewed”.  This Second Amended Filing is also being filed to restate the previously issued financial statements to recognize a beneficial conversion option and the associated amortization of the resulting discount on a convertible note issued by the Company and to recognize a previously unrecorded accrued liability (See Note 8 herein).
 
SEGUIN NATURAL HAIR PRODUCTS, INC.
FORM 10-Q
For the Quarter Ended June 30,December 31, 2017
 
TABLE OF CONTENTS
 
PART I  
   
ITEM 1.  FINANCIAL STATEMENTS F-1
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF
OPERATIONS
 3
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 57
ITEM 4.  CONTROLS AND PROCEDURES 57
   
PART II - OTHER INFORMATION 68
   
ITEM 1.  LEGAL PROCEEDINGS 68
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 68
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES 68
ITEM 4.  MINE SAFETY DISCLOSURES 68
ITEM 5.  OTHER INFORMATION 68
ITEM 6.  EXHIBITS 68
 
2
 
Seguin Natural Hair Products, Inc.
 
June 30,December 31, 2017
 
Index to the Financial Statements
 
Contents   Page(s)
   
 Balance sheets at June 30,December 31, 2017 (unaudited) and March 31, 2017 (unaudited) F-2
   
 Statements of operations for the nine and three months ended June 30,December 31, 2017 and 2016 (unaudited) F-3
   
 StatementStatements of cash flows for the threenine months ended June 30,December 31, 2017 and 2016 (unaudited) F-4
   
 Notes to the unaudited financial statements (unaudited) F-5
 
F-1
 
Seguin Natural Hair Products, Inc.
Balance Sheets
(Unaudited) Unaudited
 
 June 30, 2017  March 31, 2017  December 31, 2017  March 31, 2017 
 (Restated)          
ASSETS            
CURRENT ASSETS:            
Cash $993  $622  $783  $622 
                
Total Current Assets  993   622   783   622 
                
Total Assets $993  $622  $783  $622 
                
LIABILITIES AND STOCKHOLDERS' DEFICIT                
CURRENT LIABILITIES:                
Accrued expenses and other current liabilities $7,912  $2,249  $17,731  $2,249 
Convertible note payable related party, net of unamortized discount  211   -   38,506   - 
Convertible note payable  10,000     
Promissory notes payable – related parties  12,500   - 
Advances from stockholders  236   236   236   236 
                
Total Current Liabilities  8,359   2,485   78,973   2,485 
                
Total Liabilities  8,359   2,485   78,973   2,485 
                
COMMITMENTS AND CONTINGENCIES                
                
STOCKHOLDERS' DEFICIT:                
Common stock par value $0.0001: 500,000,000 shares authorized; 16,500,000 shares
issued and outstanding
  1,650   1,650 
Common stock par value $0.0001: 500,000,000 shares authorized;
16,550,000 and 16,500,000 shares issued and outstanding as of
December 31, 2017 and March 31, 2017; respectively
  1,655   1,650 
Additional paid-in capital  98,693   90,693   132,288   90,693 
Accumulated deficit  (107,709)  (94,206)  (212,133)  (94,206)
                
Total Stockholders' Deficit  (7,366)  (1,863)  (78,190)  (1,863)
                
Total Liabilities and Stockholders' Deficit $993  $622  $783  $622 
 
See accompanying notes to the unaudited financial statements.
    
F-2
  
Seguin Natural Hair Products, Inc.
Statements of Operations
(Unaudited)Unaudited
   
 
For three months
ending
June 30, 2017
  
For three months
ending
June 30, 2016
  
For nine months
ending
December 31, 2017
  
For nine months
ending
December 31, 2016
  
For three months
ending
December 31, 2017
  
For three months
ending
December 31, 2016
 
 (Restated)    
Operating Expenses            
Professional fees  13,069   21,412   72,638  $30,039   35,863  $2,830 
General and administrative expenses  85   4,125   2,536   12,798   439   8,558 
                        
Total operating expenses  13,154   25,537   75,174   42,837   36,302   11,388 
                        
Loss from Operations  (13,154)  (25,537)  (75,174)  (42,837)  (36,302)  (11,388)
                        
Other Expenses                        
Interest expense  349   -   (42,753)  -   (38,965)  - 
        
Income Tax Provision  -   - 
Total other expense  (42,753)  -   (38,965)  - 
                        
Net Loss $(13,503) $(25,537) $(117,927) $(42,837) $(75,267) $(11,388)
                        
Net Loss per Common Share - Basic and Diluted $(0.00) $(0.00) $(0.01) $(0.00) $(0.00) $(0.00)
                        
Weighted average common shares outstanding: - basic and diluted  16,500,000   16,500,000   16,527,555   16,500,000   16,550,000   16,500,000 
 
See accompanying notes to the unaudited financial statements.
     
F-3
      
Seguin Natural Hair Products, Inc.
Statements of Cash Flows
(Unaudited) Unaudited
 
 
For the three
months
  
For the three
months
  For the nine months  For the nine months 
 ending  ending  ending  ending 
 June 30, 2017  June 30, 2016  December 31, 2017  December 31, 2016 
 (Restated)          
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net loss $(13,503) $(25,537) $(117,927)  (42,837)
Adjustments to reconcile net loss to net cash used in operating activities                
Amortization of debt discount  211   - 
Stock based compensation  5     
Amortization on debt discount  37,306     
Changes in operating assets and liabilities:                
Prepaid Expenses  -   1,686       2,280 
Accrued expenses and other current liabilities  5,663   6,000   26,577     
                
Net cash used in operating activities  (7,629)  (17,851)  (54,039)  (40,557)
                
CASH FLOWS FROM FINANCING ACTIVITIES:                
Capital contribution  1,000   3,965 
Proceeds from convertible note payable related party  7,000   - 
Proceeds from capital contribution  1,000   19,330 
Proceeds from related party convertible note  30,700     
Proceeds from convertible note  10,000     
Proceeds from promissory notes payable – related parties  12,500     
                
Net cash provided by financing activities  8,000   3,965   54,200   19,330 
                
Net change in cash  371   (13,886)  161   (21,227)
                
Cash at beginning of the reporting period  622   21,781   622   21,781 
                
Cash at end of the reporting period $993  $7,895  $783   554 
                
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:                
                
Interest paid $-  $-  $-  $- 
                
Income tax paid $-  $-  $-  $- 
                
SUPPLIMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS                
                
Debt discount recorded on convertible debt due to beneficial conversion feature $7,000  $-  $40,595  $- 
Expenses paid by related party on behalf of the company  11,095     
 
See accompanying notes to the unaudited financial statements.
 
F-4
 
Seguin Natural Hair Products Inc.
June 30,December 31, 2017 and 2016
Notes to the Unaudited Financial Statements
(unaudited) 
(Restated)
Note 1 - Organization
 
Seguin Natural Hair Products Inc.
 
Seguin Natural Hair Products Inc. (the “Company”) was incorporated on April 29, 2014 under the laws of the State of Nevada. Initial operations have included organization and incorporation, target market identification, marketing plans, capital formation and property acquisitions. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace. The Company has generated no revenues since inception.
 
The Company intends to proceed in the business of developing, marketing, and selling shampoo, conditioner and other hair care products made from all naturalall-natural ingredients.
 
Note 2 – Basis of Presentation
 
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the audited financial statements of the Company for the year ended March 31, 2017 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on July 13, 2017.
 
Note 3 – Going Concern
 
The Company has elected to adopt early application of Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).
 
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.Asbusiness. As reflected in the financial statements, the Company had an accumulated deficit at June 30,December 31, 2017, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
 
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and in its ability to raise additional funds.
 
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
F-5
Note 4 – Promissory Note - Related party

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

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

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

Note 45 – Convertible Note - Related party

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

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

From August 1 to Sep 30, 2017 the Company issued various promissory notes with an aggregate principal amount of $20,595, of which $11,095 was paid directly by the holder to pay for expenses on behalf of the Company. These borrowing were from an  investor who has significant influence over the Company’s affairs. Interest is 25% per annum and is payable on demand. There is no penalty for prepayment. These promissory notes have since been modified to include conversion privileges, as per note 7 below.

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

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

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

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

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

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

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

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

The Company evaluated the convertible note for possible embedded derivatives and concluded that none exist. However, the Company concluded a portion of the note should be allocated to additional paid-in capital as a beneficial conversion feature at the issuance date, since the conversion price on that date was lower than the fair market value of the underlying stock. Resultantly, a discount of $7,000$30,595 was recognized during the threenine months ended June 30,December 31, 2017 representing the intrinsic value of the beneficial conversion feature of the note, which amount is being amortized through the maturity date of the note. The amortization of the discount for the threenine months ended June 30,December 31, 2017 is $211.$27,306.
 
F-5F-7
 
Note 6 – Convertible Note

On September 28, 2017, the Company entered into a Promissory Note Agreement with an investor for up to $10,000. Interest is 25% per annum and is payable on demand. There is no penalty for prepayment. The lenders have the right at any time from the effective date, to convert the outstanding and unpaid notes principal and interest due into the Company’s common shares. The conversion price is $0.0001 per share. The total number of shares due under any conversion notice will be equal to the conversion amount divided by the conversion price The Company evaluated the convertible note for possible embedded derivatives and concluded that none exist. However, the Company concluded a portion of the note should be allocated to additional paid-in capital as a beneficial conversion feature at the issuance date, since the conversion price on that date was lower than the fair market value of the underlying stock. Resultantly, a discount of $10,000 was recognized during the nine months ended December 31, 2017 representing the intrinsic value of the beneficial conversion feature of the note, which amount is being amortized through the maturity date of the note. The amortization of the discount for the nine months ended December 31, 2017 is $10,000.

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

Note 7 - Modification of Promissory Notes

On October 6, 2017, the Company amended previously issued promissory notes with an aggregate principal amount of $20,595 owed to an investor who has significant influence over the Company’s affairs and a promissory note with a principal amount of $10,000 owed to an investor whereby a conversion option was added to the notes. As of October 6, 2017, the lenders have the right at any time from the effective date, to convert the outstanding and unpaid notes principal and interest due into the Company’s common shares. The conversion price is $0.0001 per share. The total number of shares due under any conversion notice will be equal to the conversion amount divided by the conversion price, which is treated as debt extinguishment.

Note 58 – Related Party Transactions

Free Office Space
 
The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.
 
Shareholder Advances
   
During the year ended 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 to shareholders as of June 30,December 31, 2017 and March 31, 2017 was $236 and $236, respectively. The advances from shareholders are unsecured, non-interest bearing, and payable on demand.

Contribution of Capital

During the threenine months ended June 30,December 31, 2017, Oivi Launonen, former-CEOformer CEO of the Company, made a total capital contribution of $1,000 on April 7, 2017.

Note 6 – Subsequent events
1) Effective August 1, 2017, Kimberly Wright was appointed as President, CEO, CFO, Treasurer, and Secretary of the Company and was appointed as currently the sole director of the Company. Ms. Wright’s initial executive compensation consists of a salary of $2,500 per month plus an annual common stock award of 50,000 shares. Ms. Wright’s employment agreement will be prepared shortly after the filing of this Report in Form 10-Q/A and will, in addition to the payment of her compensation as set forth, will contain other terms and conditions customary in executive officer employment agreements of this kind.

2) Note Payable

General Terms
Between August 1, 2017 and August 28, 2017, the Company issued four (4)  Promissory Notes in the principal amounts of $5,225.00; $1,500.00; $4,370.00; and $7,000.00, respectively,  to the Lender referred to in Note 4 herein.  Each of these Notes bears interest at the rate of 25% per annum based on a 365-day year. Each of the Notes is due and payable on demand of the Lender.  Each of the Notes is unsecured and the entire principal and accrued interest balance will be due in a lump sum on demand of the Lender.

The proceeds of the all of the foregoing Notes were used for general administrative costs and expenses incurred by the Company including the payment of legal, accounting and audit fees.
Note 7-8 - Change in control

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

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

Note 9- Subsequent events 

1)Convertible Note - Related party

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

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

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

Conversion terms:
The Lender has the right at any time from Oivi Launonentime to time, following the 9thGlenn Similas, Jacob D. Madsen, anniversary month of the date of this note, to convert the outstanding and Robert C. Laskowski.unpaid notes principal and interest due into the Company’s common shares. The number of shares of Common Stock to be issued upon a conversion hereunder will be determined by dividing the Conversion Amount by Volume Weighted Average Price of the Common Stock as quoted by OTC Markets Group Inc. for the preceding five (5) trading days immediately preceding the date of conversion (“Conversion Price”).  In no event, however, will the Conversion Price be less than $0.35 per share.
 
F-6
Note 8 – Restatement of previously issued financial statements

During the review of the Company’s June 30, 2017 financial statements, the Company identified an error in accounting for the beneficial conversion feature related to the related party convertible note and also accruing for liabilities related to March 31, 2017 in the Form 10-Q originally filed on August 21, 2017.

The Company has restated its previously issued financial statements included herein as of and for the three months ended June 30, 2017 to correct the error related to the recognition of a beneficial conversion feature with an intrinsic value of $7,000 on the convertible note payable to a related party and to correct accumulated deficit for an unrecognized accrued liability of $1,283.

The impact of the restatement to the balance sheet as of June 30, 2017 was a decrease in the convertible note payable – related party of $6,789, an increase to accrued liabilities of $1,283, an increase to accumulated deficit of $1,494 and an increase to additional paid-in capital of $7,000. The impact to the statement of operations for the three months ended June 30, 2017 was an increase to interest expense and net loss of $211. The impact to the statement of cash flows for the three months ended June 30, 2017 was an increase to net loss and amortization of debt discount of $211 and the addition of a non-cash investing and financing activity relating to the recognition of a debt discount due to beneficial conversion feature of $7,000.
F-7F-9
 
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
 
Overview
 
We were incorporated on April 29, 2014 in the State of Nevada. Our mission is to develop and sell shampoo and conditioner made from all natural products. We plan to market shampoo and conditioner directly to hair salons throughout the world, through our website at www.seguinhair.com and through the use of various social media platforms.
 
We are a developmental stage company that has no assets or revenue. We have no track record and may never generate any revenues. An investment in our Company should be considered extremely risky as an investor could lose all of their investment if we fail to meet their goals and projections.
 
Plan of Operations
The new management is in the process of reviewing the following plan of operations and willalso would update the same as needed by the end of year 2017.2018 or earlier if deemed practical:

Our initial activities have included organization and incorporation, target market identification, marketing plans, capital formation and property acquisitions. Also, a substantial portion of our activities has involved developing a business plan and establishing contacts and visibility in the marketplace. We have generated no revenues since inception and we do not currently have a customer base. As discussed in more detail under “Liquidity and Capital Resources” below, our budget for the 12 months following a sufficient raise in capital is $648,450. We have not yet determined when we will begin to generate revenues. We have enough capital to last until August 2017,June 2018 assuming we do not commence operations during such period, but will not be able to implement our business plan until we are successful in raising an additional $648,500. Assuming that we are successful in raising the additionadditional capital required to implement our business plan, we foresee the following steps taking place:
 
(a) We would secure a lease for a warehouse that has approximately 5,000 square feet of space. We estimate that a one year lease will cost $36,000.
 
(b) Once we secure warehouse space we would set up our phone system. We estimate that setting up a phone system and purchasing a long distance calling plan would cost $4,800 annually.
 
(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.
 
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(g) We would order the mixers needed to blend the ingredients together to create our products. We estimate that it will take approximately 14 to 20 days to receive the mixers and cost $6,500.
 
(h) We would implement our planned marketing campaign once our products are ready to be shipped and our website has been updated. We plan to spend an estimated $300,000 on our marketing campaign.
 
(i) We would purchase furniture, computers, printers and another items that are necessary for our operations. We plan to spend an estimated $10,000 on these items.
 
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In addition, we anticipate the following costs and fees in connection with implementing our business plan:
  
●   
·We estimate the cost of shipping our products in the first year of operations to be $15,000.
·We estimate all bookkeeping accounting costs in our first year of operations to be $15,000.
·We estimate that all necessary travel expenses in our first year of operations will be approximately $60,000.
·We estimate that employee payroll in our first year of operations to be approximately $65,000.
·We estimate that attorneys’ fees in our first year of operations will be $20,000.
·We estimate that electronic filing fees in our first year of operations will be $3,000.
·We estimate spending an estimated $25,000 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.
   
We expect that if we had the $648,500 that we need in order to commence production that it would take approx. 120 days before we would be in a position to ship out our first order.
 
If we are unable to raise additional cash to fund our operations, we will either have to suspend or cease our expansion plans entirely, or possibly seek a potential business combination.  
 
Our plan of operations
 
We will need a significant infusion of capital, whether in the form of debt or equity financing to implement our business plan. We have no commitment for additional funding. Without this capital infusion, it is highly unlikely that we will be able to implement our business plan.
 
Results of Operations
 
For the three and nine months ended June 30,December 31, 2017 and 2016
 
We did not generate any revenues during these periods. Operating expenses for the three and nine months ended June 30,December 31, 2017 were $13,154$36,302 and $75,174 as compared to $25,537$11,388 and $42,837 for the three and nine months ended June 30,December 31, 2016. The decreaseincrease in operating expenses for the three months ended June 30,December 31, 2017 as compared to the three months ended June 30,December 31, 2016 is primarily attributable to legal and accounting fees incurred in connection with updating of the Company’s filings with the SEC during the three months ended June 30, 2016.December 31, 2017.
 
The basic and diluted Net Loss per share of common stock for the three months ended June 30,December 31, 2017 and 2016 was $(0.00) and $(0.00). Until such time as we can implement our business plan we anticipate ongoing losses.
 
Liquidity and Capital Resources
 
At June 30,December 31, 2017 and March 31, 2017
 
We had nominal assets at both June 30,December 31, 2017 and March 31, 2017. As of June 30,December 31, 2017, we had $993$783 in cash as compared to $622 at March 31, 2017. Total liabilities at June 30,December 31, 2017 were $8,359$78,973 including, accounts payable of $130, accrued expenses of $7,912,$17,601, convertible note payable related party of $38,506, net of unamortized discount at $211$27,306, promissory notes payable from related parties of $12,500, convertible notes of $10,000 and advances from related stockholders at $236. At March 31, 2017, liabilities totaled $2,485 consisting of $2,249 in accrued expenses and $236 as advances from related stockholders. Advances from stockholders are due on demand with interest due on the outstanding balance. Unless our officers/related stockholders continue to advance funds to the Company, of which there can be no assurance, or the Company receives an infusion of capital, it is unlikely that the Company will continue operations. At June 30,December 31, 2017, we had an accumulated deficit of $(107,709)$(212,133) as compared to $(94,206) at March 31, 2017.
 
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Going Concern
  
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
 
As reflected in the financial statements, the Company had an accumulated deficit at June 30,December 31, 2017, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
 
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may never be sufficient to commence and support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and in its ability to raise additional funds.
 
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
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Critical Accounting Policies and Estimates
 
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of our assets, liabilities, revenues and expenses. Certain of these accounting policies are considered to be critical accounting policies, as defined below.
 
A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Critical accounting estimates have the following attributes: (1) they require us to make assumptions about matters that are highly uncertain at the time of the estimate; and (2) different estimates we could reasonably have used, or changes in the estimate we used that are reasonably likely to occur, could have a material effect on our financial condition or results of operations.
 
Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained or as our operating environment changes.
 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not required for smaller reporting companies.
 
ITEM 4.  CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.
 
Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was not accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.
 
Changes in Internal Control Over Financial Reporting
 
During the period ended June 30,December 31, 2017, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting. 
 
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PART II - OTHER INFORMATION
 
ITEM 1.LEGAL PROCEEDINGS
 
None.
 
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None.
 
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4.MINE SAFETY DISCLOSURES
 
Not applicable.
 
ITEM 5.OTHER INFORMATION

None
 
EXHIBITS
 
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30,December 31, 2017 formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Cash Flows, and (iv) Notes to Financial Statements
 
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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: August 30, 2017February 16, 2018 
SEGUIN NATURAL HAIR PRODUCTS, INC.
(Registrant)
  
By:/s/ Kimberly Wright 
 Kimberly Wright
 Chief Executive Officer
 Chief Financial Officer
 (Principal Accounting Officer)
 
 
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