uhln_10qa.htm

0001477932-18-003023.txt : 20180613 0001477932-18-003023.hdr.sgml : 20180613 20180613162842 ACCESSION NUMBER: 0001477932-18-003023 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180331 FILED AS OF DATE: 20180613 DATE AS OF CHANGE: 20180613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US Highland, Inc. CENTRAL INDEX KEY: 0001381871 STANDARD INDUSTRIAL CLASSIFICATION: MOTORCYCLES, BICYCLES & PARTS [3751] IRS NUMBER: 264144571 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-54624 FILM NUMBER: 18897000 BUSINESS ADDRESS: STREET 1: 3500 LENNOX ROAD STREET 2: SUITE 1500 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 404-419-2253 MAIL ADDRESS: STREET 1: 3500 LENNOX ROAD STREET 2: SUITE 1500 CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: Harcom Productions, Inc. DATE OF NAME CHANGE: 20061121 10-Q/A 1 uhln_10qa.htm FORM 10-Q/A uhln_10qa.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 2)

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

For the quarterly period ended March 31, 2018

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

For the transition period from __________ to __________

Commission File No.: 00-54624

US HIGHLAND, INC.

(Exact name of registrant as specified in its charter)

Nevada		26-4144571
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

3500 Lennox Road, Suite 1500, Atlanta, Georgia 30309
(Address of principal executive offices)

(404) 419-2253
(Registrant’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 registrant (1) has filed all reports to be filed by Section 13 and Section 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 files 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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to files such reports). Yes. x No. ¨

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

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

Emerging growth company

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). Yes. ¨ No. x

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. ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May 15, 2018, there were 435,981,911 shares of the registrant's common stock, par value $0.01 per share outstanding.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 2 to US Highland, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (the “Form 10-Q”) is to clarify certain prefatory statements in the Form 10-Q. In particular, that US Highland, Inc., (i) has filed all reports to be filed by Section 13 and Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months; (ii) has submitted electronically and posted on its corporate Website every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months; and (iii) is not a shell company (as defined in Rule 12-b2 of the Exchange Act). The same prefatory statements are made in this Amendment No. 2 to Form 10-Q. No other changes have been made to the Form 10-Q, and this Amendment No. 2 does not reflect events occurring subsequent to the original filing date, and does not modify or update in any way disclosures made in the original filing.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

U.S. HIGHLAND, INC.

Dated: June 13, 2018 By:
/s/ Everett M. Dickson

Name:

Everett M. Dickson

Title:
Chief Executive Officer

(Principal Executive Officer)

Dated: June 13, 2018

By:

/s/ Everett M. Dickson

Name:

Everett M. Dickson

Title:

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1 2 uhln_ex321.htm CERTIFICATION doc1.htm

EXHIBIT 32.1

Certification of Principal Executive Officer

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

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Everett M. Dickson, the Chief Executive Officer of U.S. Highland, Inc. (the “Company”), hereby certify, that, to my knowledge:

1. The Quarterly Report on Form 10-Q/A for the period ended March 31, 2018 (the “Report”) of the Company fully complies with the requirements of Section 13(a)/15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: June 13, 2018 By:
/s/ Everett M. Dickson

Name:

Everett M. Dickson

Title:
Chief Executive Officer

(Principal Executive Officer)

EX-32.2 3 uhln_ex322.htm CERTIFICATION uhln_ex322.htm

EXHIBIT 32.2

Certification of Principal Financial Officer

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

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Everett M. Dickson, the Interim Chief Financial Officer of U.S. Highland, Inc. (the “Company”), hereby certify, that, to my knowledge:

Dated: June 13, 2018 By:
/s/ Everett M. Dickson

Name:

Everett M. Dickson

Title:
Interim Chief Financial Officer

(Principal Financial and Accounting Officer

US HIGHLAND, INC.
(Exact name of registrant as specified in its charter)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	¨

	U.S. HIGHLAND, INC.

Dated: June 13, 2018	By:	/s/ Everett M. Dickson
	Name:	Everett M. Dickson
	Title:	Chief Executive Officer (Principal Executive Officer)


Dated: June 13, 2018	By:	/s/ Everett M. Dickson
	Name:	Everett M. Dickson
	Title:	Interim Chief Financial Officer (Principal Financial and Accounting Officer)

	1.	The Quarterly Report on Form 10-Q/A for the period ended March 31, 2018 (the “Report”) of the Company fully complies with the requirements of Section 13(a)/15(d) of the Securities Exchange Act of 1934; and

	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.