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bowmo, Inc. Form 8-K: Current report

bowmo, Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2024-12-20: Form 8-K; Period of report 2024-12-13; Description 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
  • 2024-09-27: Form 8-K; Period of report 2024-05-08; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
  • 2024-05-06: Form 8-K; Period of report 2024-05-06; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
  • 2024-03-27: Form 8-K; Period of report 2024-03-22; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2024-12-208-K2024-12-131.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 On December 13, 2024, bowmo, Inc., (the “Company”), Bowmo Merger Sub, Inc. (“Merger Sub”), OWNverse, LLC, a Delaware limited liability company, and Digital Tails Group, a Serbian company, (“Targets”) entered into Agreement and Plan of Merger (the “Agreement”), pursuant to which Merger Sub will acquire the Targets on or about December 31, 2024, and then will merge with and into Bowmo.
5.03 On December 13, 2024 the Company agreed to create a class of 2,000 shares of Series I Preferred Stock in order to consummate the Agreement with the Targets.
ea0225467-8k_bowmo.htm
2024-09-278-K2024-05-084.01 Changes in Registrant's Certifying Accountant4.01 On May 8, 2024, the Board of Directors of bowmo, Inc., a Wyoming corporation (the “Company”), approved the engagement of Olayinka Oyebola & Co. (Chartered Accountants) as the Company’s independent registered public accounting firm (the “Olayinka Firm”) for the fiscal years ended December 31, 2023 and 2022.ea0215918-8k_bowmo.htm
2024-05-068-K2024-05-064.01 Changes in Registrant's Certifying Accountant4.01 On May 6, 2024, the Board of Directors of bowmo, Inc., a Wyoming corporation (the “Company”), voted unanimously in favor of the immediate dismissal of the Company’s current independent registered public accounting firm, BF Borgers CPA PC (“BF Borgers”), and delivered written notice of such dismissal to BF Borgers on such date.ea0205279-8k_bowmo.htm
2024-03-278-K2024-03-221.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.ea0202611-8k_bowmo.htm
2024-01-108-K2024-01-095.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On January 9, 2024, bowmo, Inc., Wyoming corporation (the “Company”), filed an Articles of Amendment to its Articles of Incorporation (the “Amendment”), to effect a reduction of the number of authorized shares of its common stock, par value $.001, from Forty Billion (40,000,000,000) shares to Three Hundred Fifty Million (350,000,000) shares.ea191427-8k_bowmoinc.htm
2023-02-088-K2023-02-045.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.bomo-20230204.htm
2023-01-208-K2023-01-197.01 Regulation FD Disclosure7.01 The information contained in the Investor Deck Presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time.bomo-20230119.htm
2022-12-208-K2022-12-161.01 Entry into a Material Definitive Agreement; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 7.01 Regulation FD Disclosure1.01 Interview Mastery Corporation (“Interview Mastery”), a Delaware corporation, by and through Michael R. Neece (“Neece”) and Caseridus, Inc. Under the terms of the APA, the Company will pay the purchase price through the issuance of 2,000,000,000 shares of the Company’s common stock in two tranches: (i) 1,000,000,000 shares of Company common stock to the stockholders of Interview Mastery that vest immediately for all of the business assets of Interview Mastery; and (ii) 1,000,000,000 shares of Company common stock issued in consideration of Neece’s employment with the Company which shall vest over a four (4) year period during which 250,000,000 shares will vest on the first-year anniversary of Neece’s employment, followed by vesting in increments of 62,500,000 shares per quarter (3-month period) thereafter until the full amount is vested and all of which shall be contingent upon Neece’s continual employment with the Company.
5.05 n connection with the APA and in anticipation of appointing new Board Members to the Board of Directors, the Company elected to adopt a Code of Ethics for its officers, directors, and employees.
czni-20221216.htm
2022-12-088-K2022-12-085.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 , 2022, the Board of Directors (the “Board”) of bowmo, Inc. (the “Company”) amended and restated the Company’s Bylaws (the “Bylaws”) to update the Bylaws to reflect the Company’s incorporation in the State of Wyoming and to amend portions of the Bylaws corresponding to the Executive Committee of the Board.czni-20221208.htm
2022-10-128-K2022-05-048.01 Other Events8.01 The Company occasionally borrows from creditors who pay certain operating expenses of the Company directly to the vendor.czni-20220504.htm
2022-10-058-K2022-05-048.01 Other Eventsczni-20220504.htm
2022-07-288-K2022-07-131.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.czni-20220713.htm
2022-07-218-K/A2022-05-049.01 Financial Statements and Exhibits9.01 Any exhibits required by this Current Report on Form 8-K, with the exception of financial statements required by Item 9.01 of Form 8-K, were filed with the Original Form 8-K and are hereby incorporated by reference.czni-20220504.htm
2022-07-068-K/A2022-05-042.01 Completion of Acquisition or Disposition of Assets; 5.01 Changes in Control of Registrant2.01 made to the Current Report on Form 8-K of Cruzani, Inc. (he “registrant”) filed on May 10, 2022 (the “Original Form 8-K”), which inadvertently reported the transaction described therein under Item 1.01 rather than Item 2.01.czni-20220504.htm
2022-07-018-K/A2022-05-042.01 Completion of Acquisition or Disposition of Assets; 5.01 Changes in Control of Registrant2.01 The registrant previously filed a Form 8-K on May 10, 2022 with the terms of this acquisition, but inadvertently erroneously reported under Item 1.01.
5.01 Change of Control of the Registrant.
czni-20220504.htm
2022-05-108-K2022-05-041.01 Entry into a Material Definitive Agreement1.01 On May 4, 2022, Cruzani, Inc., (the “Company”), Bowmo Merger Sub, Inc. (“Merger Sub”).Bowmo, Inc. (“Bowmo”) and Michael E. Lakshin on behalf of the shareholders of Bowmo entered into an Agreement and Plan of Merger (the “Agreement”), pursuant to which Merger Sub will merge with and into Bowmo.czni-20220504.htm
2020-02-188-K2020-02-134.01 Changes in Registrant's Certifying Accountant4.01 On February 13, 2020, the Registrant engaged BF Borgers CPA PC as its new independent registered public accounting firm beginning with the period ended June 30, 2019.f8k021420_8k.htm
2019-07-168-K2019-07-081.01 Entry into a Material Definitive Agreement; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
5.01 Effective on July 8th, 2019, Dickson entered into a Securities Purchase Agreement (“Purchase Agreement”) with Conrad Huss to sell 5,000,000 shares of Series C Preferred and 5,000 shares of Series B preferred Stock held by Dickson.
5.02 On July 8th, 2019, to fill one of the Board vacancies, Conrad Huss was elected as a director of the Company.
f8k071519_8k.htm
2019-02-158-K2019-02-071.02 Termination of a Material Definitive Agreement1.02 As previously reported, on June 30, 2018, Supreme Sweets Acquisition Corp. (“Acquisition Corp.”), a subsidiary of Cruzani, Inc., (the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Supreme Sweets Inc. and 2498411 Ontario, Inc., as sellers (collectively, the “Seller”), pursuant to which in exchange for CAD $200,000 and a twenty percent (20%) interest in Acquisition Corp., the Company agreed to acquire the trade secret assets of Seller upon the terms and subject to the conditions set forth in the Asset Purchase Agreement.f8k020719_cruzani.htm
2019-01-098-K2019-01-045.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.03 On January 4, 2019, Cruzani, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “Charter Amendment”) for a 1-for-20 reverse stock split of the Company’s common stock (the “Reverse Split”).f8k010419_cruzaniinc.htm
2018-10-188-K2018-10-167.01 Regulation FD Disclosure; 8.01 Other Events7.01 On October 16, 2018, Cruzani, Inc. f/k/a U.S. Highland, Inc. (the “Company”) issued a press release entitled “CRUZANI to Acquire Vitamin Infused Water Beverage Company as First Step to Entering New Infused Products Market,” describing its recent entry into a letter of intent (the “LOI”) concerning the Company’s potential acquisition of intellectual property assets pertaining to “VitaminFIZZ.” A copy of the press release is hereby furnished as Exhibit 99.1 and incorporated herein by reference.
8.01 Pursuant to the terms of the LOI, the closing of such transaction is expected to occur no later than November 30, 2018, and the purchase price will be $60,000.
f8k101618_cruzaniinc.htm
2018-10-038-K2018-09-271.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events1.01 On September 27, 2018, Cruzani, Inc. (the “Company”), entered into a stock purchase agreement (the “Purchase Agreement”) by and among the Company, 2603088 Ontario Inc. o/a Recipe Food Co. a corporation organized under the laws of the Province of Ontario, Canada (the “Seller”), and Sandrea Gibson (the “Principal”) whereby the Company purchased 80% of the shares of common stock of the Seller on a fully-diluted basis (the “Acquisition”) from the Seller and the Principal and the Company assumed two hundred thirty seven thousand Canadian Dollars (CAD $237,000) (USD $170,640), which will be paid in the form of cash or securities of the Company, to be determined (the “Consideration”).
2.01 The disclosure set forth above under Item 1.01 to this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.
8.01 On September 28, 2018, Cruzani, Inc. f/k/a U.S. Highland, Inc. (the “Company”) received approval from the Financial Industry Regulatory Authority (“FINRA”), effective October 1, 2018, for the change of the Company’s name from “US Highland, Inc.” to “Cruzani, Inc.” (the “Name Change”) and the change of the trading symbol for the Company’s common stock from “UHLN” to “CZNI” (the “Symbol Change”).
uhln_8k.htm
2018-09-148-K/A2018-09-128.01 Other Events8.01 As previously reported on September 13, 2018, on September 7, 2018, Cruzani, Inc. (the “Company”) entered into a letter of intent (the “LOI”) with Recipe Food Co. (“RFC”) for the proposed acquisition by the Company of 80% of the fully diluted shares of common stock of RFC (the “Acquisition”).uhln_8ka.htm
2018-09-138-K2018-09-128.01 Other Events8.01 On September 7, 2018, Cruzani, Inc. (the “Company”) entered into a non-binding letter of intent (the “LOI”) with Recipe Food Co. (“RFC”) for the proposed acquisition by the Company of 80% of the fully diluted shares of common stock of RFC (the “Acquisition”).uhln_8k.htm
2018-08-068-K2018-08-021.01 Entry into a Material Definitive Agreement1.01 On July 23, 2018, Cruzani, Inc. (the “Company”) entered into an equity purchase agreement (the “Equity Purchase Agreement”) with L2 Capital, LLC (the “Investor”), pursuant to which Investor will acquire up to $5,000,000 of the Company’s common stock, on the terms and subject to the conditions set forth in the Equity Purchase Agreement.uhln_8k.htm
2018-07-118-K2018-07-091.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On June 30, 2018, Supreme Sweets Acquisition Corp., a subsidiary of US Highland, Inc., and US Highland, Inc. (collectively, “UHLN” or the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Supreme Sweets Inc. and 2498411 Ontario, Inc., as sellers (collectively, the “Seller”), pursuant to which in exchange for CAD $200,000 and a twenty percent (20%) interest in Supreme Sweets Acquisition Corp., the Company agreed to acquire the trade secret assets of Seller (the “Initial Closing”) upon the terms and subject to the conditions set forth in the Asset Purchase Agreement (the “Supreme Sweets Acquisition”).
3.02 As described in Item 1.01, at the Initial Closing, the Company agreed to issue to Seller or its affiliates, a twenty percent (20%) interest in Supreme Sweets Acquisition Corp. This issuance and sale will be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act.
uhln_8k.htm
2018-05-298-K2018-05-211.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 On May 21, 2018, US Highland, Inc., Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an accredited investor (the “Holder”) pursuant to which the Company issued and sold a promissory note to the Holder in the aggregate principal amount of up to $568,054.00 (the “Note”), which is convertible into shares of common stock of the Company, subject to the terms, conditions and limitations set forth in the Note.
2.03 The information provided above in “Item 1.01 – Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
3.02 The information provided above in “Item 1.01 – Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
uhln_8k.htm
2018-03-228-K2018-03-201.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On March 20, 2018, US Highland, Inc. (“UHLN” or the “Company”) entered into an equity purchase agreement (the “Equity Purchase Agreement”) with Pikeminnow Funding LLC, as buyer (the “Buyer”), pursuant to which Buyer will acquire up to $3,500,000 of the Company’s common stock, on the terms and subject to the conditions set forth in the Equity Purchase Agreement.
3.02 As described in Item 1.01, Buyer has agreed to purchase up to $3,500,000 of the Company’s common stock upon the terms and conditions set forth in the Equity Purchase Agreement.
uhln_8k.htm
2018-03-148-K2018-03-081.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On March 8, 2018, US Highland, Inc. (“UHLN” or the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Device Corp., as seller (the “Seller”), pursuant to which the Company will acquire for approximately $75,000 in cash and warrants to acquire stock of the Company (the “Purchase Price”) all of the issued and outstanding shares of capital stock (collectively, the “Shares”) of TruFood Provisions Co., a Delaware corporation (“TruFood”), on the terms and subject to the conditions set forth in the Stock Purchase Agreement (the “TruFood Acquisition”).
3.02 As described in Item 1.01, the Company has agreed to issue up to 260,000,000 shares of preferred Stock upon to Seller closing of the TruFood Acquisition to partially finance the Purchase Price.
uhln_8k.htm
2018-02-028-K2018-01-124.01 Changes in Registrant's Certifying Accountant4.01 On January 11, 2018 the Board of Directors of US Highland, Inc., an Oklahoma corporation (the “Company”), approved the engagement of Fruci & Associates II, PLLC (“FRUCI”) as the Company’s independent registered public accounting firm beginning with the quarter ended September 30, 2016, and dismissed GBH CPAs PC (“GBH”) as the Company's independent registered public accounting firm.uhln_8k.htm
2017-06-278-K2017-06-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective June 15, 2017, Kevin G Malone resigned as President and as a member of the Board of Directors (the “Board) of the Company.uhln_8k.htm
2016-04-228-K2016-04-045.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On April 19, 2016, Mr. Robert H. Harris informed the Board of Directors of US Highland, Inc., an Oklahoma corporation (the "Company"), that he was resigning as the Chairman of the Board, effective immediately.
8.01 A previously reported by US Highland, Inc., an Oklahoma corporation (the "Company"), on a Form 8-K filed on January 13, 2016, Mr. Josh W. Whitaker resigned as the President and Chief Executive Officer of the Company and from its Board of Directors, as well as an executive officer and director of the Company's two subsidiaries, USH Distribution Corp., a Nevada corporation ("USH"), and Powersports Brands Alliance, Inc., a Nevada corporation ("PBA"), on January 7, 2016 (the "Termination Date").
uhln_8k.htm
2016-03-028-K2016-03-018.01 Other Events8.01 On March 1, 2016, US Highland, Inc., an Oklahoma corporation (the "Company") entered into that certain agreement (the "Agreement") with Mr. John D. Gibbs ("Gibbs" or the "Lender"), relating to that certain convertible promissory note, as amended, issued by the Company to Gibbs on July 23, 2013 for the principal amount of $500,000 and secured by all of the tangible and intangible assets of the Company pursuant to that certain Security Agreement, dated July 23, 2013, between the Company and the Lender (the "Note").uhln_8k.htm
2016-03-018-K2016-02-228.01 Other Eventsuhln_8k.htm
2016-02-238-K2016-02-111.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 On February 11, 2016, US Highland, Inc., an Oklahoma corporation (the "Company") completed a financing pursuant to a Securities Purchase Agreement with Adar Bays, LLC ("Adar Bays") providing for the purchase of four convertible promissory notes of the Company in the aggregate principal amount of $275,000, with the first note being in the amount of $137,500, the second note being in the amount of $41,250, the third note being in the amount of $41,250, and the fourth note being in the amount of $55,000) (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "Notes").
2.03 The descriptions of the Notes described in Item 1.01 issued by the Company are incorporated herein.
3.02 The descriptions of the Notes described in Item 1.01 issued by the Company are incorporated herein.
uhln_8k.htm
2016-01-138-K2016-01-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 7, 2016, Mr. Josh W. Whitaker informed the Board of Directors of US Highland, Inc., an Oklahoma corporation (the "Company"), that he was resigning, effective immediately, as the President and Chief Executive Officer of the Company and from its Board of Directors, as well as an executive officer and director of the Company's two subsidiaries, USH Distribution Corp., a Nevada corporation ("USH"), and Powersports Brands Alliance, Inc., a Nevada corporation ("PBA").uhln_8k.htm
2015-11-238-K2015-11-201.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 Entry into a Material Definitive Agreement.
3.02 The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
5.03 Conversion: Each holder of Series B Preferred Stock ("Holder") shall have the right, at such Holder's option, at any time or from time to time from and after the day immediately following the date the Series B Preferred Stock is first issued, to convert each share of Series B Preferred Stock into 4,000 fully-paid and non-assessable share of common stock, par value $0.01 per share, of the Company (the "Common Stock").
uhln_8k.htm
2015-11-188-K2015-11-125.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On November 12, 2015, Mr. Patrick Holmes informed the Board of Directors of US Highland, Inc., an Oklahoma corporation (the "Company"), that he was resigning as a member of the Board, effective as of November 12, 2015.uhln_8k.htm
2015-10-098-K2015-09-301.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 Entry into a Material Definitive Agreement.
3.02 The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
5.03 Stated Value: $0.50 per share Conversion: Each holder of Series A Preferred Stock (“Holder”) shall have the right, at such Holder’s option, at any time or from time to time from and after the day immediately following the date the Series A Preferred Stock is first issued, to convert each share of Series A Preferred Stock into ten fully-paid and non-assessable share of common stock, par value $0.01 per share, of the Company (the “Common Stock”).
uhln_8k.htm
2015-09-298-K2015-09-251.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 Until recently, the Company has been solely focused on the business of being a recreational powersports Original Equipment Manufacturer ("OEM").
uhln_8k.htm
2015-05-228-K/A2015-05-194.01 Changes in Registrant's Certifying Accountant4.01 On May 19, 2015, U.S. Highland, Inc. (the “Company”) has appointed GBH CPAs, PC of Houston, Texas, as its new independent certified public accountants for its year ended December 31, 2014, and for subsequent periods.uhln_8ka.htm
2015-05-228-K2015-05-194.01 Changes in Registrant's Certifying Accountant4.01 On May 19, 2015, U.S. Highland, Inc. (the “Company”) has appointed GBC CPA’s, LLP of Houston, Texas, as its new independent certified public accountants for its year ended December 31, 2014, and for subsequent periods.uhln_8k.htm
2014-09-108-K2014-08-198.01 Other Events8.01 On July 8, 2014, the Company filed civil actions against John R. Fitzpatrick, III, its former Chief Executive Officer, President, chief financial officer, and a former director of the Company, and against Steven (“Posie”) Pfaff, the former and Director of Manufacturing of the Company.uhln_8k.htm
2014-07-118-K2014-07-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 As previously disclosed on the Form 10-Q for the quarter ended March 31, 2014 filed by US Highland, Inc. (the “Company”) with the Securities and Exchange Commission on May 23, 2014, Mr. John Fitzpatrick, III, who was acting as the chief executive officer and president of the Company, informed the Company that he would not be continuing in his positions with the Company when he was notified that his employment agreement was being terminated in accordance with its terms.
8.01 On July 8, 2014, the Company filed civil actions in the District Court, Tulsa County, State of Oklahoma, against each of John R. Fitzpatrick III, the former principal executive and financial officer of the Company, and Steven “Posie” Pfaff, a former Director of Manufacturing of the Company.
ushighland_8k.htm
2014-05-308-K2014-05-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 As previously disclosed on the Form 10-Q for the quarter ended March 31, 2014 filed by US Highland, Inc. (the “Company”) with the Securities and Exchange Commission on May 23, 2014, Mr. John Fitzpatrick, III, who was acting as the chief executive officer and president of the Company, informed the Company that he would not be continuing in his positions with the Company when he was notified that his employment agreement was being terminated in accordance with its terms.uhln_8k.htm
2013-09-098-K2013-09-094.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review4.02 On September 5, 2013, the Board of Directors of U.S Highland, Inc. (the “Company”) concluded that the audited financial statements of the Company for the year ended December 31, 2010 should no longer be relied upon.form8-kfor09092013.htm
2012-10-158-K2012-07-021.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant1.01 Effective July 2, 2012, we entered into settlement agreements and general mutual releases with for the issuance of an aggregate of 58,888,891 shares of our common stock at a deemed price of approximately $0.045 per share to settle debt owed, in the amount of $2,650,000, for cash investments made into our company by several investors.
3.02 Effective July 2, 2012, we issued an aggregate of 58,889,891 shares of common stock of our company to 14 subscribers at a deemed price of approximately $0.045 per share pursuant to settlement agreements and general mutual releases with 14 investors.
5.01 As a result of the issuance of equity securities Craigstone Ltd. has acquired 22,666,667 shares of our common stock, constituting approximately 37.6 percent of our issued and outstanding voting securities.
ushighland-form8kfor10152012.htm
2012-06-018-K2012-06-011.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrantushighland-form8k.htm
2012-04-168-K2012-04-138.01 Other Events8.01 On April 13, 2012, in accordance with approval from the Financial Industry Regulatory Authority (“FINRA”), we effected a reverse split of our issued and outstanding shares of common stock on a 30 old for 1 new basis such that our issued and outstanding shares of common stock decreased from 26,077,978 to 896,354 shares of common stock with a par value of $0.001.ushighland-form8kfor41312.htm
2012-04-058-K2012-04-035.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 Effective April 3, 2012, the Oklahoma Secretary of State accepted for filing of an Amended Certificate of Incorporation, wherein we amended our Articles of Incorporation to consolidate our issued and outstanding shares of common stock on the basis of 1 new common share for 30 old common shares (the “Consolidation”).ushighland-form8kcertifiateo.htm
2012-03-028-K2012-02-275.07 Submission of Matters to a Vote of Security Holders5.07 On February 27, 2012, at 10:00 am, we held a special meeting of stockholders in Room 150 of the North Hall Building (Conference Center) at Oklahoma State University-Tulsa, 700 North Greenwood Avenue, Tulsa, Oklahoma 74106, wherein our stockholders approved a consolidation of our current issued and outstanding shares of common stock on the basis of 1 new common share for 30 old common shares (the “Consolidation”).ushighland-form8k.htm
2012-02-138-K2012-02-101.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On November 10, 2011, we entered into an employment agreement with Greg Campbell, effective June 15, 2011, whereby Mr. Campbell has agreed to provide certain duties and services for a period of three (3) years from the date of effectiveness and then on a year-to-year basis thereafter.ushighland-form8kapptofcampb.htm
2012-01-278-K2011-10-141.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective October 14, 2011, we entered into an employment agreement with John R. Fitzpatrick, III, whereby Mr. Fitzpatrick has agreed to provide our company with services as president and chief executive officer for a period of three (3) years and on a year-to-year basis thereafter.ushighland-form8k.htm
2012-01-268-K2011-09-201.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On September 20, 2011, we entered into a consulting agreement with Rob Harris, whereby Mr. Harris has agreed to provide our company with services as a member to our board of directors for a period ending September 20, 2014.ushighland-form8kconsultinga.htm
2012-01-208-K2011-12-211.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 On December 21, 2011, US Highland, Inc., (the "Company") entered into a securities purchase agreement (the “Agreement”) with Craigstone Ltd. (“Craigstone”), a United Kingdom corporation, whereby the Company shall offer four (4) units (each a “Unit”).
2.03 The information set forth under Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
3.02 The information provided in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.
ushighland-form8kdec212011w0.htm
2012-01-208-K2011-11-101.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 On November 10, 2011, we entered into an employment agreement with Cathy S. Allison, whereby Ms. Allison has agreed to provide our company with services as chief operating officer for a period of three (3) years and on a year-to-year basis thereafter.ushighland-form8kapptofcathy.htm
2012-01-198-K2011-10-201.01 Entry into a Material Definitive Agreement1.01 On October 20, 2011, we entered into a consulting agreement with Adrian Lee, whereby Mr. Lee has agreed to provide our company with services as a member to our board of directors, in regards to management and operations, for a period ending October 20, 2014.ushighland-form8kappointment.htm
2012-01-198-K2012-01-054.01 Changes in Registrant's Certifying Accountant4.01 (i) On January 5, 2012, US Highland, Inc., (the “Company”) formally informed Hood Sutton Robinson & Freeman, CPAs, P.C. of their dismissal as the Company’s independent registered public accounting firm.ushighland-form8kchangeofaud.htm
2011-10-258-K2011-10-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 20, 2011, we accepted a consent to act of Adrian Lee as director of our company.ushighland8k102011.htm
2011-09-228-K2011-09-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersushighland8k092011.txt
2010-12-078-K2010-12-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersushighland8k120710.txt
2010-11-128-K2010-11-035.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersushighland8k110310.txt
2010-07-158-K2010-07-105.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersushighland8k071010.txt
2010-06-228-K2010-01-221.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securitiesushighland8k012210.txt
2010-01-078-K2009-12-211.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Eventsharcom8k122109.txt
2009-11-128-K2009-11-104.01 Changes in Registrant's Certifying Accountant4.01 (a) On November 6, 2009, the Board of Directors of the Registrant dismissed Seale and Beers, CPA’s, its independent registered public accounting firm.harcom8k111009.htm
2009-09-048-K/A2009-09-034.01 Changes in Registrant's Certifying Accountant4.01 August 7, 2009, Harcom Productions, Inc. (“Registrant”) dismissed its independent registered public accounting firm, Moore & Associates.harcom8ka090309.htm
2009-08-128-K2009-08-074.01 Changes in Registrant's Certifying Accountantharcomprod8k.txt
2007-08-238-K2007-08-224.01 Changes in Registrant's Certifying Accountantharcom8k082207.htm
2007-05-098-K2007-05-094.01 Changes in Registrant's Certifying Accountantharcomproductios8k050807.htm