CZNI / Cruzani Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

99 Wall Street, Suite 921, New York, NY 10005 © 2025 bowmo Inc.● Proprietary & Confidential● All Rights Reserved

bowmo.com Mitchell Austin Division of Corporation Finance Office of Technology United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Bowmo, Inc. Offering Statement on Form 1-A Submitted May 21, 2025 File No. 024-12620 July 22, 2025 Ladies and Gentlemen: Bowmo, Inc. (Applicant), hereby applies for the Commission’s consent to withdraw its Form 1A Offering Sta

BOWMO INC. CORPORATE SEAL

Exhibit 3.1 SPECIMEN Number BOWMO INC. Shares INCORPORATED UNDER THE LAWS OF THE STATE OF WYOMING COMMON VOTING STOCK CUSIP 22891305 COMMON VOTING STOCK FULLY PAID AND NON-ASSESSABLE PAR VALUE: $0.00001 FULLY PAID AND NON-ASSESSABLE THIS CERTIFIES THAT IS THE REGISTERED HOLDER OF SHARES OF THE COMMON STOCK OF BOWMO INC., a Wyoming Corporation, transferable only on the books of the Corporation by t

PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

BOWMO, INC. SUBSCRIPTION AGREEMENT

Exhibit 4.1 BOWMO, INC. SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Bowmo Inc. (Exact name of registrant as specified in its charter) Wyoming 000-54624 26-414571 (Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ....……..2.50 SEC FILE NUMBER 000-54624 CUSIP NUMBER 228 891 305 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: Dece

Preferred Stock Designation TERMS OF SERIES I PREFERRED STOCK

Exhibit 3.1 Preferred Stock Designation TERMS OF SERIES I PREFERRED STOCK 1. Designation, Amount and Par Value. The series of Preferred Stock shall be designated as Series I Preferred Stock (the “Series I Preferred Stock”) and the number of shares so designated shall be Two Thousand (2,000). 2. Stated Value. The Series I Preferred Stock shall have a stated value of $1,000.00 per share (the “Stated

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2024 bowmo, Inc. (Exact name of registrant as specified in its charter) Wyoming 000-54624 26-4144571 (State or other jurisdiction of incorporation) (Commission File Numbe

PLAN AND AGREEMENT OF MERGER

Exhibit 2.1 PLAN AND AGREEMENT OF MERGER PLAN AND AGREEMENT OF MERGER, dated as of December 31, 2024 (the “Agreement”), by and amongst bowmo, Inc., a Wyoming corporation (“Parent”), bowmo Merger Sub, Inc., a Delaware corporation wholly owned by Parent (“Merger Sub”), OWNverse, LLC, a Delaware limited liability company, and Digital Tails Group, a Serbian Company (“Targets”) (Merger Sub and Targets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 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 No.: 000-54624 Bowmo, inc. (Exact

2

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 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 No.: 000-54624 Bowmo, inc. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 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 No.: 000-54624 Bowmo, inc. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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 No. 000-54624 BOWMO, INC. (Exact name of re

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2024 (May 8, 2024) bowmo, Inc. (Exact name of registrant as specified in its charter) Wyoming 000-54624 26-4144571 (State or other jurisdiction of incorporation) (Commis

UNTED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNTED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement bowmo, Inc. (Name of Registrant as Sp

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2024 bowmo, Inc. (Exact name of registrant as specified in its charter) Wyoming 000-54624 26-4144571 (State or other jurisdiction of incorporation) (Commission File Number) (IR

UNTED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNTED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement bowmo, Inc. (Name of Registrant as Sp

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12-b25(b), the following should be completed. (Check appropriate box).

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-S

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2024 bowmo, Inc. (Exact name of registrant as specified in its charter) Wyoming 000-54624 26-4144571 (State or other jurisdiction of incorporation) (Commission File Number)

Plan and Agreement of Merger dated March 22, 2024

Exhibit 2.1 PLAN AND AGREEMENT OF MERGER PLAN AND AGREEMENT OF MERGER, dated as of March 22, 2024 (the “Agreement”), among bowmo, Inc., a Wyoming corporation (“Parent”), bowmo Merger Sub, Inc., a Delaware corporation wholly owned by Parent (“Merger Sub”), and OWNverse, LLC, a Delaware limited liability company (“Target”) (Merger Sub and Target being hereinafter collectively referred to as the “Con

Articles of Amendment filed January 9, 2024

Exhibit 3.1 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street WY Secretary of State Cheyenne, WY 82002-0020 FILED: 01/09/2024 12:42 PM Ph. 307.777.7311 Original ID: 2021-001009756 Email: [email protected] Amendment ID: 2024-004559803 Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) bowmo, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2024 bowmo, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2024 bowmo, Inc. (Exact name of registrant as specified in its charter) Wyoming 000-54624 26-4144571 (State or other jurisdiction of incorporation) (Commission File Number)

Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement bowmo, Inc. (Name of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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 No.: 000-54624 bowmo, Inc. (Exact

Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement bowmo, Inc. (Name of Registrant

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12-b25(b), the following should be completed. (Check appropriate box).

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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 No.: 000-54624 bowmo, Inc. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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 No.: 000-54624 bowmo, Inc. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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 No.: 000-54624 Bowmo, inc. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Perio

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 December 31, 2022 ¨ TRANSITION REPORT PURSUANT TO SECTI

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 December 31, 2022 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 No. 000-54624 BOWMO, INC. (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-K 1 nm034nt10k.htm FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER: CUSIP NUMBER: FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2023 bowmo, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2023 bowmo, Inc. (Exact name of registrant as specified in its charter) Wyoming 000-54624 26-4144571 (State or other jurisdiction of incorporation) (Commission File Number

Articles of Amendment

Exhibit 3.1 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street WY Secretary of State Cheyenne, WY 82002-0020 FILED: 02/04/2023 07:55 AM Ph. 307.777.7311 Original ID: 2021-001009756 Email: [email protected] Amendment ID: 2023-004016783 Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) bowmo, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2023 bowmo, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2023 bowmo, Inc. (Exact name of registrant as specified in its charter) Wyoming 000-54624 26-4144571 (State or other jurisdiction of incorporation) (Commission File Number

Investor Deck Presentation

Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 bowmo, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 bowmo, Inc. (Exact name of registrant as specified in its charter) Wyoming 000-54624 26-4144571 (State or other jurisdiction of incorporation) (Commission File Numbe

Asset Purchase Agreement, dated as of December 16, 2022, by and among bowmo, Inc. and Interview Mastery Corporation, by and through Michael R. Neece and Caseridus, Inc.

Exhibit 10.1 ASSET PURCHASE AGREEMENT by and among BOWMO, INC. and INTERVIEW MASTERY BY AND THROUGH MICHAEL R. NEECE AND CASERIDUS, INC. dated as of December 16, 2022 CONTENTS ARTICLE I PURCHASE AND SALE 1 Section 1.01 1 Section 1.02 1 Section 1.03 1 Section 1.04 2 Section 1.05 3 Section 1.06 3 ARTICLE II CLOSING 3 Section 2.01 3 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 3 Section 3.01

99 Wall St., Suite 891, New York, NY 10005 | www.bowmo.com |212-398-0002

Exhibit 99.1 Contact: Michael E. Lakshin Chairman of the Board and President 212-398-0002, ext. 519 [email protected] INTEGRATING INTERVIEW MASTERY E-LEARNING AND BOWMO 2.0 RECRUITING PLATFORMS NEW YORK, NY, December 20, 2022 – bowmo™, Inc. (OTC: BOMO), a New York City–based HR-Tech company (“bowmo,” “the Company”), has announced that the Company entered into an asset purchase agreement wi

Insider Trading Compliance Policy of bowmo, Inc.

Exhibit 14.2 bowmo, Inc. INSIDER TRADING COMPLIANCE POLICY (Effective as of December 19, 2022) bowmo, Inc. (the “Company”) has a culture which requires, and has developed a well-earned reputation for, integrity, ethical conduct and fair dealing. It is the purpose of this policy to set forth basic guidelines for trading in the Company's securities (including, without limitation, its common stock) a

Code of Ethics for the Board of Directors of bowmo, Inc.

Exhibit 14.1 bowmo, Inc. CODE OF BUSINESS ETHICS AND CONDUCT (Effective as of December 19, 2022) Introduction Consistent ethical business conduct by all Directors, employees, agents, consultants, contractors and business partners is critical to the preservation and enhancement of the business reputation of bowmo, Inc., and its wholly-owned subsidiaries, whether existing now or in the future, herea

Employment Agreement, dated as of December 16, 2022, by and among bowmo, Inc. and Michael R. Neece

Exhibit 10.2 Employment Agreement EMPLOYMENTEMPLOYMENT AGREEMENT This EMPLOYMENTEMPLOYMENT AGREEMENT (“Agreement”) is executed this [16th] day of December 2022 (the “Effective Date”), by and between bowmo, Inc. (the “Company”) and Michael R. Neece (“ Employee”). WHEREAS the parties hereto desire to enter into this Agreement in order to set forth the terms pursuant to which the Company will employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NUMBER 2 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 bowmo, Inc. (Exact Name of Registrant as Specified in its Governing Instruments) 99 Wa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NUMBER 2 to FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 bowmo, Inc. (Exact Name of Registrant as Specified in its Governing Instruments) 99 Wall Street, Suite 891 New York, New York 10005 (212) 398-0002 (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant

[BF Borgers CPA PC Letterhead]

Exhibit 11.1 [BF Borgers CPA PC Letterhead] We consent to (i) the inclusion of our Independent Auditor’s Report dated April 22, 2022 with respect to the financial statements of Cruzani, Inc. (now bowmo, Inc.) as of and for the years ended December 31, 2021 and 2020, (ii) the inclusion of our Independent Auditor’s Report dated July 20, 2022 with respect to the financial statements of the Target as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement bowmo, Inc. (Name of Registrant as S

Amended and Restated Bylaws of bowmo, Inc.

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF BOWMO, INC. (A WYOMING CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Wyoming shall be as set forth in the Certificate of Incorporation of the corporation or as otherwise designated by the Board of Directors of the corporation. Section 2. Other Offices. The corporation shall also have

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2022 bowmo, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2022 bowmo, Inc. (Exact name of registrant as specified in its charter) Wyoming 000-54624 26-4144571 (State or other jurisdiction of incorporation) (Commission File Number

[BF Borgers CPA PC Letterhead]

Exhibit 11.1 [BF Borgers CPA PC Letterhead] We consent to (i) the inclusion of our Independent Auditor?s Report dated April 22, 2022 with respect to the financial statements of Cruzani, Inc. (now bowmo, Inc.) as of and for the years ended December 31, 2021 and 2020, (ii) the inclusion of our Independent Auditor?s Report dated July 20, 2022 with respect to the financial statements of the Target as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NUMBER 2 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 bowmo, Inc. (Exact Name of Registrant as Specified in its Governing Instruments) 99 Wa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NUMBER 2 to FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 bowmo, Inc. (Exact Name of Registrant as Specified in its Governing Instruments) 99 Wall Street, Suite 891 New York, New York 10005 (212) 398-0002 (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Amendment #1 Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Amendment #1 Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement bowmo, Inc. (Name of Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement bowmo, Inc. (Name of Registrant as S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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 No.: 000-54624 BOWMO, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER: CUSIP NUMBER: FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2022 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment Number 1 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Cruzani, Inc. (now known as) bowmo, Inc. (Exact Name of Registrant as Specified in its

Commission File Number 024-12049 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

[BF Borgers CPA PC Letterhead]

Exhibit 11.1 [BF Borgers CPA PC Letterhead] We consent to the inclusion of our Independent Auditor’s Report dated April 22, 2022 with respect to the financial statements of Cruzani, Inc. (now known as bowmo, Inc.) as of and for the years ended December 31, 2021 and 2020 and to the reference of our firm as experts in accounting and auditing in the Offering Circular contained in that Regulation A Of

November 1, 2022

Exhibit 12.1 NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 150 Fourth Avenue, North | Suite 1100 Nashville, TN 37219-2415 T 615.664.5300 F 615.664.5399 nelsonmullins.com November 1, 2022 bowmo, Inc. 99 Wall Street, Suite 891 New York, New York 10005 (212) 398-0002 Re: Offering Statement on Form 1-A Ladies and Gentlemen: We have acted as special counsel to bowmo, Inc., a Wy

FORM OF SUBSCRIPTION AGREEMENT

Exhibit 4.1 FORM OF SUBSCRIPTION AGREEMENT bowmo, Inc. 99 Wall Street, Suite 891 New York, New York 10005 (212) 398-0002 Ladies and Gentlemen: 1. Subscription. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from bowmo, Inc., a Wyoming corporation (the “Company”), the number of shares of common stock, $0.001 par value per share (“Common Stock

[BF Borgers CPA PC Letterhead]

Exhibit 11.1 [BF Borgers CPA PC Letterhead] We consent to the inclusion of our Independent Auditor’s Report dated April 22, 2022 with respect to the financial statements of Cruzani, Inc. (now known as bowmo, Inc.) as of and for the years ended December 31, 2021 and 2020 and to the reference of our firm as experts in accounting and auditing in the Offering Circular contained in that Regulation A Of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Cruzani, Inc. (now known as) bowmo, Inc. (Exact Name of Registrant as Specified in its Governing Instrume

Commission File Number 024- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 Cruzani, Inc. (now kn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 Cruzani, Inc. (now known as) Bowmo, Inc. (Exact name of registrant as specified in its charter) Wyoming 001-39933 26-414571 (State or other jurisdiction of incorporation)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 Cruzani, Inc. (now known as) Bowmo, Inc. (Exact name of registrant as specified in its charter) Wyoming 001-39933 26-414571 (State or other jurisdiction of incorporation)

Wyoming Secretary of State Filings

Exhibit 9.01(d) Wyoming Secretary of State Karen L. Wheeler Deputy Secretary of State Certified Copy Date: 9/28/2022 9:40 AM Through Date: 9/28/2022 9:40 AM Corporate Name: bowmo, Inc. The undersigned filing officer hereby certifies that the attached copies are a true and complete copy of the public document as filed in this office. Document Number Description Number of Pages 2022-003825543 Common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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 No.: 000-54624 CRUZANI, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement Cruzani, Inc. (Name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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 No.: 000-54624 CRUZANI, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement Cruzani, Inc. (Name of Registrant as

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2022 Cruzani, Inc. (Exact name of registrant as specified in its charter) Wyoming 001-39933 26-414571 (State or other jurisdiction of incorporation) (Commission File Number)

SECURITIES PURCHASE AGREEMENT

Exhibit 99.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of June 15, 2022, by and between Cruzani Inc., a Wyoming corporation, with its address at 99 Wall Street, Suite 744, New York, New York 10005 (the ?Company?), and TRILLIUM PARTNERS L.P., a Delaware limited partnership, with its address at Executive Pavilion, 90 Grove Street, Ridgefield CT 0687

THE ISSUE PRICE OF THIS NOTE IS $165,000.00 THE ORIGINAL ISSUE DISCOUNT IS $15,000.00

Exhibit 99.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

Issue Date: June 15, 2022

Exhibit 99.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

BOWMO, INC. FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2022 AND 2021 Bowmo, INC. INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS

Exhibit 99.3 BOWMO, INC. FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2022 AND 2021 Bowmo, INC. INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS Condensed Balance Sheets as of March 31, 2022 and December 31, 2021 (unaudited) F-2 Condensed Statements of Operations for the three months ended March 31, 2022 and 2021 (unaudited) F-3 Condensed Statements of Stockholders? Deficit for the three month

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information and related notes give effect to the Merger and presents the historical condensed combined financial information of Cruzani, Inc. (the ?Company?) and Bowmo, Inc. (?Bowmo?), after giving effect to the Agreement and Plan of Merger (the ?Merger Agreement

BOWMO, INC. BOWMO, INC. BOWMO, INC. BOWMO, INC. BOWMO, INC. BOWMO, INC. BOWMO, INC. BOWMO, INC. BOWMO, INC. BOWMO, INC. BOWMO, INC. BOWMO, INC. BOWMO, INC. BOWMO, INC. BOWMO, INC. BOWMO, INC.

Exhibit 99.1 BOWMO, INC. FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2021 AND 2020 Bowmo, INC. INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of December 31, 2021 and 2020 F-3 Statements of Operations for the years ended December 31, 2021 and 2020 F-4 Statements of Stockholders? Deficit for the years ended December 31

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 Cruzani, Inc. (Exact name of registrant as specified in its charter) Wyoming 001-39933 26-414571 (State or other jurisdiction of incorporation) (Commission File Number)

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 Cruzani, Inc. (Exact name of registrant as specified in its charter) Wyoming 001-39933 26-414571 (State or other jurisdiction of incorporation) (Commission File Number)

July 6, 2022

July 6, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Andri Carpenter and Jean Yu Re: Cruzani, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed April 25, 2022 Form 8-K Filed May 10, 2022 File No. 000-54624 Dear Ladies and Gentlemen: On behalf of Cruzani, Inc. (?Company?), we are hereby respondi

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 Cruzani, Inc. (Exact name of registrant as specified in its charter) Wyoming 001-39933 26-414571 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Amendment #1) FORM 10-Q/A ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Amendment #1) FORM 10-Q/A ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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 No.: 000-54624 CRUZAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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 No.: 000-54624 CRUZANI, INC. (Exact na

Agreement and Plan of Merger dated May 4, 2022

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among Cruzani, Inc. and Bowmo Merger Sub, Inc. and Bowmo, Inc. and The Shareholders of Bowmo, Inc. dated May 4, 2022 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement"), dated May 4, 2022 (?Effective Date?), is entered into among Cruzani, Inc., a Wyoming corporation ("Parent"), Bowmo Merger Sub, Inc., a Delaware corporation ("M

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 Cruzani, Inc. (Exact name of registrant as specified in its charter) Wyoming 001-39933 26-414571 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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 No. 001-38392 CRUZANI, INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 ea157747-nt10kcruzaniinc.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement Cruzani, Inc. (Name of Registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

PRE 14C 1 ea153982-pre14ccruzani.htm PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 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 No.: 000-54624 CRUZANI, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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 No.: 000-54624 CRUZANI, INC. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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 No.: 000-54624 CRUZANI, INC. (Exact na

CZNI / Cruzani Inc / Trillium Partners LP/CT - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Cruzani, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 228891206 (CUSIP Number) May 24, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Amendment No. 1) FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Amendment No. 1) FORM 10-K/A ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 No. 001-38392 CRUZANI,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 No. 001-38392 CRUZANI, INC. (Exact name of

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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 No.: 000-54624 CRUZANI, INC. (Exac

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 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 No.: 000-54624 CRUZANI, INC. (Exact nam

Quarterly Report - AMENDMENT NO. 1 TO FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 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 No.: 000-54624 CRU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 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 No.: 000-54624 CRUZANI, INC. (Exact na

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: ☐ Transition Report on Form 10-K ☐ Transition Report o

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 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 No. 001-38392 CRUZANI, INC. (Exact name of

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 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 No.: 000-54624 CRUZANI, INC. (Exac

CZNI / Cruzani Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 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 No.: 000-54624 CRUZANI, INC. (Exact nam

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

Form 8K Current Report SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2020 CRUZANI, INC. (Exact name of Company as specified in its charter) Nevada 000-54624 26-4144571 (State or other jurisdiction (Commission File Number) (IRS Emp

February 14, 2020

Exhibit 16.1 Letter to the Securities and Exchange Commission from Fruci & Associates II, PLLC. Exhibit 16.1 February 14, 2020 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 RE: Cruzani, Inc. Dear Sir or Madam: We have read the statements made by Cruzani, Inc. which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 “Chan

UHLN / US Highland, Inc. NT 10-Q - - NOTICE OF LATE FILING

Notice of Late Filing U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54624 [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: June 30, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transit

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

Form 8K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UHLN / US Highland, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 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 No.: 000-54624 CRUZANI, INC. (Exact na

UHLN / US Highland, Inc. NT 10-Q NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q For Period Ended: March 31, 2019 ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

UHLN / US Highland, Inc. ANNUAL REPORT (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 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 No. 001-38392 CRUZANI, INC. (Exact name of

Auditor consent for Form S-1, Amendment No. 1

EXHIBIT 10.9 802 N Washington St Spokane, WA 99201 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement on Form S-1, Amendment No. 1 (File No. 333-227438) of our audit report dated April 16, 2019, with respect to the consolidated balance sheets of Cruzani, Inc. and Subsidiaries (f/k/a US Highland, Inc.) as of December 3

UHLN / US Highland, Inc. NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54624 CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2018

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2019 CRUZANI, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54624 26-4144571 (Commission File Numbe

Amendment to Articles of Incorporation, filed January 4, 2019

Exhibit 3.1 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 Filed in the office of Document Number (775) 684-5708 Website: www.nvsos.gov /s/ Barbara K. Cegavske 20190005265-00 Barbara K. Cegavske Filing Date and Time Secretary of State 01/04/2019 11:16 AM State of Nevada Entity Number Certificate of Amendment E0047782018-1 (PURSUANT TO NRS 78.385 AND 7

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 4, 2019 Date of Report (Date of earliest event reported) CRUZANI, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54624 26-4144571 (Commission File Number)

UHLN / US Highland, Inc. AMENDMENT NO.1 TO REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on December 6, 2018. Registration No. 333-227438 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CRUZANI, INC. (f/k/a US Highland, Inc.) (Exact Name of Registrant as Specified in its Charter) Nevada 3751 26-4144571 (State or Other Juri

UHLN / US Highland, Inc. DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(21)) ☒ Definitive Information Statement CRUZANI, INC. (Name of Registrant a

UHLN / US Highland, Inc. PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(21)) ☐ Definitive Information Statement CRUZANI, INC. (Name of Registrant a

Series E Preferred Stock Designation

Exhibit 3.5

Amendment to Articles of Incorporation of the Company

Exhibit 3.4

UHLN / US Highland, Inc. QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 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 No.: 000-54624 CRUZANI, INC. (Exac

UHLN / US Highland, Inc. NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: November 30, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54624 CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 201

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 16, 2018 Date of Report (Date of earliest event reported) CRUZANI, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54624 26-4144571 (Commission File Number

CRUZANI TO ACQUIRE VITAMN INFUSED WATER BEVERAGE COMPANY AS FIRST STEP TO ENTERING NEW INFUSED PRODUCTS MARKET

Exhibit 99.1 CRUZANI TO ACQUIRE VITAMN INFUSED WATER BEVERAGE COMPANY AS FIRST STEP TO ENTERING NEW INFUSED PRODUCTS MARKET ATLANTA, Oct. 16, 2018 (GLOBE NEWSWIRE) - CRUZANI, Inc. (OTC Markets: CZNI), a business development company focused on creating and acquiring global franchise concepts, along with peripheral food-related businesses, is excited to announce that it is finalizing its agreement t

UHLN / US Highland, Inc. FORM 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Amendment No. 2) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 00-54624 US HIGHLA

UHLN / US Highland, Inc. CORRESP

CRUZANI, INC. 3500 LENNOX ROAD, SUITE 1500 ATLANTA, GA 30326 October 16, 2018 Amy Geddes U.S. Securities & Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Cruzani, Inc. Form 10-K for the Year Ended December 31, 2017 Filed April 4, 2018 Form 10-K/A for the Year Ended December 31, 2017 Filed April 9, 2018 File No. 000-54624 Dear Ms. Geddes: By letter dated October 9, 2018, the staf

UHLN / US Highland, Inc. DEL AM

Cruzani, Inc. 3500 Lennox Road, Suite 1500 Atlanta, Georgia 30326 (404) 419-2253 October 5, 2018 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Cruzani, Inc. f/k/a US Highland, Inc.- Registration Statement on Form S-1 (File No. 333-227438) Ladies and Gentlemen: Pursuant to Rule 473(c) of the Securities Act of 1933 (the “Act”), the following delaying amendm

Stock Purchase Agreement by and among the Company, Recipe Food Co. and an individual

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT by and among CRUZANI, INC. as Buyer, 2603088 ONTARIO INC., O/A RECIPE FOOD CO. as Seller AND SANDREA GIBSON as Principal Dated as of September 27, 2018 TABLE OF CONTENTS Article I DEFINITIONS 1 1.1 Definitions 1 1.2 Other Definitions 4 Article II PURCHASE AND SALE OF STOCK 5 2.1 Stock Purchase 5 2.2 Closing Transactions 5 2.3 INTENTIONALLY OMITTED 5 2.4 Condit

CRUZANI Completes Recipe Food Co. Acquisition and is Approved for Trading Symbol Change Alliance Strengthens Expansion Plans and Innovation

EXHIBIT 99.1 CRUZANI Completes Recipe Food Co. Acquisition and is Approved for Trading Symbol Change Alliance Strengthens Expansion Plans and Innovation ATLANTA, Oct 2, 2018 (GLOBE NEWSWIRE) – CRUZANI, Inc. (OTC: UHLN), (formerly US Highland, Inc.) (the “Company” or “Cruzani”), a business development company that builds and acquires franchise concepts, as well as other food-related businesses thro

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 27, 2018 Date of Report (Date of earliest event reported) CRUZANI, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54624 26-4144571 (Commission File Numb

UHLN / US Highland, Inc. FORM S-1

As filed with the U.S. Securities and Exchange Commission on September 20, 2018. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CRUZANI, INC. (f/k/a US Highland, Inc.) (Exact Name of Registrant as Specified in its Charter) Nevada 3751 26-4144571 (State or Other Jurisdiction of Incorporat

Series C Preferred Stock Designation

EX-3.1 2 uhlnex35.htm SERIES C PREFERRED STOCK DESIGNATION EXHIBIT 3.5 CERTIFICATE OF DESIGNATION AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK OF US HIGHLAND, INC. WHEREAS, pursuant to and in accordance with the applicable provisions of the Nevada Revised Statutes, US Highland, Inc., a Nevada corporation (the “Corporation”), does hereby certify that, pursuant to the authority conferred

Series D Preferred Stock Designation

EXHIBIT 3.6 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS of SERIES D CONVERTIBLE PREFERRED STOCK OF CRUZANI, INC. Cruzani, Inc., a corporation organized and existing under the laws of the State of Nevada (the "Corporation"), hereby certifies that the Board of Directors of the Corporation (the "Board of Directors" or the "Board"), pursuant to authority of the Board of Directors as required b

Schedule of Subsidiaries

EXHIBIT 21.1 Schedule of Subsidiaries USH Distribution Corp. Powersports Brand Alliance, Inc. Supreme Sweets Acquisition Corp.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 12, 2018 Date of Report (Date of earliest event reported) CRUZANI, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 00-54624 26-4144571 (C

Letter of Intent, dated as of September 7, 2018, by and among Cruzani, Inc., as buyer, and Recipe Food Co., as seller.

EX-10.2 2 uhlnex102.htm LETTER OF INTENT EXHIBIT 10.2 CRUZANI, INC. September 7, 2018 Sandrea (Dee) Gibson Recipe Food Co. 696 Queen Street West Toronto ON M6J 1E7 Canada Dear Ms. Gibson: Cruzani, Inc. (“CRUZ”or “Buyer”) is pleased to submit this binding letter of intent (“Letter”) regarding the acquisition (the “Transaction”) by CRUZ, of the stock of 2603088 Ontario Inc. operating as “Recipe Food

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 12, 2018 Date of Report (Date of earliest event reported) CRUZANI, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 00-54624 26-4144571 (Commission File Numbe

UHLN / US Highland, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 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 No.: 00-54624 CRUZANI, INC. (f/k/a US H

UHLN / US Highland, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Fo

Registration Rights Agreement, dated as of July 23, 2018, by and between Cruzani, Inc. and L2 Capital, LLC.

EXHIBIT 4.8 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 23, 2018, by and between CRUZANI, INC., a Nevada corporation (the “Company”), and L2 CAPITAL, LLC, a Kansas limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set fort

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 2, 2018 Date of Report (Date of earliest event reported) CRUZANI, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 00-54624 26-4144571 (Commission File Number) (

Equity Purchase Agreement, dated as of July 23, 2018, by and between the Company and L2 Capital, LLC

EXHIBIT 10.10 EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of July 23, 2018 (this “Agreement”), by and between Cruzani, Inc., a Nevada corporation (the “Company”), and L2 Capital, LLC, a Kansas limited liability company (the “Investor”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell t

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 9, 2018 Date of Report (Date of earliest event reported) US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 00-54624 26-4144571 (Commission File Number)

Asset Purchase Agreement, dated as of June 30, 2018, by and among Supreme Sweets Acquisition Corp. and US Highland, Inc., collectively as buyer, and Supreme Sweets, Inc. and 2498411 Ontario, Inc., collectively as seller

EXHIBIT 2.1 EXECUTION COPY ASSET PURCHASE AGREEMENT by and between US HIGHLAND, INC., SUPREME SWEETS ACQUISITION CORP., SUPREME SWEETS INC. AND 2498411 ONTARIO INC. Dated as of June 30, 2018 TABLE OF CONTENTS ARTICLE I Certain Definitions 1 1.1 Defined Terms 1 ARTICLE II Purchase and Sale of Assets 6 2.1 Assets to Be Transferred 6 2.2 Obtaining Consents 7 2.3 Obtaining Permits and Licenses 7 2.4 A

Amended and Restated Articles of Incorporation

EXHIBIT 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF US HIGHLAND, INC., NOW KNOWN AS, CRUZANI, INC. I, Everett M. Dickson, President and Secretary of US Highland, Inc., a Nevada corporation, now known as Cruzani, Inc., do hereby certify that: (a) the Board of Directors and majority of voting stockholders of the corporation by joint written consent dated June 25, 2018, adopted a resolution

UHLN / US Highland, Inc. FORM 10-Q/A (Quarterly Report)

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 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 No.: 00-54624 US H

Form of Warrant Agreement by and between the Company and Holder, dated May 10, 2018

EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

Form of Stock Purchase Agreement by and between the Company and holder, dated May 10, 2018

EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 10, 2018, by and between US HIGHLAND, INC., an Oklahoma corporation, with headquarters located at 3500 Lennox Road, Suite 1500, Atlanta, GA 30309 (the “Company”), and L2 CAPITAL, LLC, a Kansas limited liability company, with its address at 8900 State Line Rd., Suite 410, Leawood, KS 662

Form of Promissory Note by and between the Company and holder, dated May 10, 2018

EXHIBIT 10.1 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 21, 2018 Date of Report (Date of earliest event reported) US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 00-54624 26-4144571 (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) 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 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 No.: 00-54624 US H

UHLN / US Highland, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 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 No.: 00-54624 US HIGHLAND, INC. (Exact

UHLN / US Highland, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q For Period Ended: March 31, 2018 ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

UHLN / US Highland, Inc. FORM 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 00-54624 US HIGH

UHLN / US Highland, Inc. FORM 10-K (Annual Report)

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 annual period ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 00-54624 US HIGHLAND, INC. (Exact na

UHLN / US Highland, Inc. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2017 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report o

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 20, 2018 Date of Report (Date of earliest event reported) US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 00-54624 26-4144571 (Commission File Numbe

Equity Purchase Agreement, dated March 20, 2018

EXHIBIT 2.1 EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of the 20th day of March 2018 (this “Agreement”), by and between US Highland, Inc., a Nevada corporation (the “Company”), and Pikeminnow Funding LLC, a Colorado limited liability company (the “Investor”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Compan

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 8, 2018 Date of Report (Date of earliest event reported) US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 00-54624 26-4144571 (Commission File Number

Stock Purchase Agreement, dated as of March 8, 2018, by and among the Company as buyer, TruFood Provisions Co., as the target, and Device Corp., as seller.

EXHIBIT 2.1 STOCK PURCHASE AGREEMENT BY AND BETWEEN US HIGHLAND, INC., AS BUYER AND DEVICE CORP., AS SELLER DATED EFFECTIVE AS OF March 8, 2018 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 1.1 Definitions 1 1.2 Other Definitions 4 ARTICLE II PURCHASE AND SALE OF STOCK 5 2.1 Stock Purchase 5 2.2 Options 6 2.3 Closing Transactions 6 2.4 INTENTIONALLY OMITTED 6 2.5 Conditions to Buyer’s Obligation to Cl

UHLN / US Highland, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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 No.: 00-54624 US HIGHLAND, INC. (E

UHLN / US Highland, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 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 No.: 00-54624 US HIGHLAND, INC. (Exact

UHLN / US Highland, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 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 No.: 00-54624 US HIGHLAND, INC. (E

UHLN / US Highland, Inc. FORM 10-K (Annual Report)

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 annual period ended December 31, 2016 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 No.: 00-54624 US HIGHLAND, INC. (Exact na

UHLN / US Highland, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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 No.: 00-54624 US HIGHLAND, INC. (Exact

UHLN / US Highland, Inc. FORM 8-K (Current Report)

uhln8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 12, 2018 Date of Report (Date of earliest event reported) US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma (State or other jurisdiction of incorporation) 00-54624 26-4144571 (Commis

Letter, dated February 8, 2018, from Fruci & Associates, II PLLC to the SEC (Filed as an exhibit to Form 8-K filed on February 2, 2018 and incorporated by reference herein.)

uhlnex161.htm EXHIBIT 16.1 January 11, 2018 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Us Highland, Inc (the Company) and, under the date of February 25, 2015, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2015, and the effectiveness of internal control

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

uhln8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 27, 2017 Date of Report (Date of earliest event reported) US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 00-54624 26-4144571 (State or other jurisdiction of incorporation) (Commissio

UHLN / US Highland, Inc. / UNION CAPITAL, LLC - SCHEDULE 13G E-WASTE SYSTEMS Passive Investment

Schedule 13G E-Waste Systems UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2016 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: 000-54624 U.S. HIGHLAND, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2016 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: 000-54624 U.S. HIGHLAND, INC.

US Highland NT 10-Q

uhlnnt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54624 FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING 91732H205 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2016 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: 000-54624 U.S. HIGHLAND, INC.

US Highland NT 10-Q

uhlnnt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54624 CUSIP NUMBER 91732H205 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form

UHLN / US Highland, Inc. / Gibbs John D - US HIGHLAND, INC. SCHEDULE 13G Passive Investment

Converted by EDGARwiz SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* US Highland, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 411164R 106 (CUSIP Number) November 9, 2012 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pu

ROBERT H. HARRIS

uhlnex991.htm EXHIBIT 99.1 ROBERT H. HARRIS April 22, 2016 US Highland, Inc. 5930 Royal Lane, Suite E211 Dallas, TX 75230 Attn: Board of Directors Re: Item 5.02 Form 8-K Dear Board of Directors: I have reviewed the disclosure made by US Highland, Inc., an Oklahoma corporation (the "Company"), in response to Item 5.02 of Form 8-K and agree with the statements made by the Company therein. I consent

US Highland FORM 8-K (Current Report/Significant Event)

uhln8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2016 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 000-54624 26-4144571 (State or other jurisdiction (Commission (IRS Employer

SEPARATION & SETTLEMENT AGREEMENT

uhlnex992.htm EXHIBIT 99.2 SEPARATION & SETTLEMENT AGREEMENT THIS SEPARATION & SETTLEMENT AGREEMENT (hereinafter referred to as "Agreement") is made effective as of April 4, 2016, by and between US Highland, Inc., an Oklahoma corporation (hereinafter referred to as the "Company"), Josh W. Whitaker (herein after referred to as the "Executive"), and Highlon Distribution, Inc., an Oklahoma corporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2015 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: 000-54624 US HIGHLAND, INC. (Exact name

US Highland NT 10-K

uhlnnt10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-54624 CUSIP NUMBER 91732H205 (Check one): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on F

US Highland FORM 8-K (Current Report/Significant Event)

uhln8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2016 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 000-54624 26-4144571 (State or other jurisdiction (Commission (IRS Employer

[SIGNATURE PAGE FOLLOWS]

EX-10.1 2 uhlnex101.htm AGREEMENT EXHIBIT 10.1 AGREEMENT This Agreement, dated March 1, 2016 (the "Agreement"), by and between US Highland, Inc., an Oklahoma corporation (the "Company"), and John D. Gibbs (the "Lender" and together with the Company, the "Parties"). WHEREAS, on July 25, 2013, the Company issued to the Lender that certain Secured Convertible Promissory Note in the original principal

US Highland FORM 8-K (Current Report/Significant Event)

uhln8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2016 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 000-54624 26-4144571 (State or other jurisdiction (Commission (IRS Emplo

SECURITIES PURCHASE AGREEMENT

uhlnex1003.htm EXHIBIT 10.03 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February 11, 2016, by and between US HIGHLAND, Inc., a Oklahoma corporation, with headquarters located at 5390 Royal Lane, Suite E211, Dallas TX 75230 (the "Company"), and UNION CAPITAL, LLC, with its address at 525 Norton Parkway, New Haven, CT 06511 (the "Buyer"). WHEREAS:

US HIGHLAND, INC. 8% CONVERTIBLE REDEEMABLE NOTE DUE FEBRUARY 11, 2017

uhlnex1002.htm EXHIBIT 10.02 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT) US $137,500.00 US HIGHLAND, INC. 8%

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

uhln8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2016 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 000-54624 26-4144571 (State or other jurisdiction (Commission (IRS Emplo

SECURITIES PURCHASE AGREEMENT

uhlnex1001.htm EXHIBIT 10.01 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February 11, 2016, by and between US HIGHLAND, Inc., a Oklahoma corporation, with headquarters located at 5390 Royal Lane, Suite E211, Dallas TX 75230 (the "Company"), and ADAR BAYS, LLC, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140 (the "Buy

US HIGHLAND, INC. 8% CONVERTIBLE REDEEMABLE NOTE DUE FEBRUARY 11, 2017

uhlnex1004.htm EXHIBIT 10.04 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT) US $137,500.00 US HIGHLAND, INC. 8%

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

uhln8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2016 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 000-54624 26-4144571 (State or other jurisdiction of incorporation) (Commi

JOSH W. WHITAKER

uhlnex991.htm EXHIBIT 99.1 JOSH W. WHITAKER January 13, 2016 US Highland, Inc. 5930 Royal Lane, Suite E211 Dallas, TX 75230 Attn: Board of Directors Re: Item 5.02 Form 8-K Dear Board of Directors: I have reviewed and agree with the disclosure made by US Highland, Inc., an Oklahoma corporation (the "Company"), in response to Item 5.02 of Form 8-K insofar as it pertains to my resignation an executiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2015 ¨ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2015 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: 000-54624 US HIGHLAND, IN

Series B Preferred Stock Designation

uhlnex31.htm EXHIBIT 3.1 CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF THE SERIES B CONVERTIBLE PREFERRED STOCK ($0.01 PAR VALUE PER SHARE) OF US HIGHLAND, INC. A OKLAHOMA CORPORATION Pursuant to Section 18-1032(G) of the Oklahoma General Corporation Act (the "Act"), US HIGHLAND, INC., corporation organized and existing under the State of Oklahoma (the "Corporation"), in accor

US Highland FORM 8-K (Current Report/Significant Event)

uhln8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2015 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 000-54624 26-4144571 (State or other jurisdiction of incorporation) (Com

EX-10.1

uhlnex101.htm

PATRICK HOLMES

uhlnex991.htm EXHIBIT 99.1 PATRICK HOLMES November 18, 2015 US Highland, Inc. 5930 Royal Lane, Suite E211 Dallas, TX 75230 Attn: Board of Directors Re: Item 5.02 Form 8-K Dear Board of Directors: I have reviewed the disclosure made by US Highland, Inc., an Oklahoma corporation (the "Company"), in response to Item 5.02 of Form 8-K and agree with the statements made by the Company therein. I consent

US Highland FORM 8-K (Current Report/Significant Event)

uhln8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2015 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 000-54624 26-4144571 (State or other jurisdiction of incorporation) (Com

US Highland NT 10-Q

uhlnnt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-54624 CUSIP NUMBER 91732H205 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on

Series A Preferred Stock Designation

uhlnex31.htm EXHIBIT 3.1 CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RIGHTS OF THE SERIES A CONVERTIBLE PREFERRED STOCK ($0.01 PAR VALUE PER SHARE) OF US HIGHLAND, INC. A OKLAHOMA CORPORATION Pursuant to Section 18-1032(G) of the Oklahoma General Corporation Act (the ?Act?), US HIGHLAND, INC., corporation organized and existing under the State of Oklahoma (the "Corporation"), in accor

FORM OF DEBT CONVERSION AGREEMENT

uhlnex101.htm EXHIBIT 10.1 FORM OF DEBT CONVERSION AGREEMENT THIS DEBT CONVERSION AGREEMENT (the ?Agreement?) is entered into as of September 30, 2015, by and between US Highland, Inc., an Oklahoma corporation (the ?Company?) and the lender on the signature page hereto (the ?Lender?). The Company and Lender may be referred to herein individually as a ?Party? and collectively as the ?Parties.? RECI

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

uhln8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2015 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 000-54624 26-4144571 (State or other jurisdiction (Commission (IRS Empl

LIST OF SUBSIDIARIES OF US HIGLAND, INC. Subsidiary Name: State of Incorporation: Date of Incorporation: Ownership (%): USH Distribution, Corp. NV 9/23/2015 100% Powersports Brands Alliance, Inc. NV 9/23/2015 100% Lahva, Inc. NV 9/23/2015 40%

EXHIBIT 21.1 LIST OF SUBSIDIARIES OF US HIGLAND, INC. Subsidiary Name: State of Incorporation: Date of Incorporation: Ownership (%): USH Distribution, Corp. NV 9/23/2015 100% Powersports Brands Alliance, Inc. NV 9/23/2015 100% Lahva, Inc. NV 9/23/2015 40%

JOINT VENTURE AGREEMENT

uhlnex101.htm EXHIBIT 10.1 JOINT VENTURE AGREEMENT This Joint Venture Agreement, dated as of September 25, 2015 (this ?Agreement?), by and between USH Distribution Corp., a U.S. corporation formed in the state of Oklahoma with business address located at 5930 Royal Lane, Suite E211, Dallas, Texas, 75230 (?USH?), and M&M Sourcing Sdn Bhd., an entity formed under the laws of Malaysia with business a

US Highland FORM 8-K (Current Report/Significant Event)

uhln8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2015 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 000-54624 26-4144571 (State or other jurisdiction (Commission (IRS Empl

CONSIGNMENT AGREEMENT

uhlnex102.htm EXHIBIT 10.2 CONSIGNMENT AGREEMENT THIS CONSIGNMENT AGREEMENT (?Agreement?) is made this September 28, 2015 by and between Consignor: Rhino Workwear USA, Ltd., with a business address at 123 W. Nye Lane, Suite 129, Carson City, Nevada, 89076, (hereinafter referred to as ?RWUS?) and Consignee: USH DISTRIBUTION, Corp., a Nevada corporation with a business address at 5930 Royal Lane, Su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2015 ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2015 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: 000-54624 US HIGHLAND, INC. (E

US Highland NT 10-Q

uhlnnt10q.htm Securities and Exchange Commission Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One :) ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2015 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: 000-54624 US HIGHLAND, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2014 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: 000-54624 US HIGHLAND, INC. (Exact name

US Highland FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) May 19, 2015 U.S. HIGHLAND, INC. (Exact Name of Registrant as Specified in its Charter) Oklahoma (State or Other Jurisdiction of Incorporation) 000-54624 (Commission File Number) 1411

May 21, 2015

EXHIBIT 16 May 21, 2015 Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 We have read Item 4.01, and are in agreement with the statements as they related to our firm being made by U. S Highland, Inc. in Item 4.01 of its Form 8-K dated May 21, 2015, captioned ?Changes in Registrant?s Certifying Accountant?. /s/ Friedman LLP New York, New York

May 21, 2015

EXHIBIT 16 May 21, 2015 Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 We have read Item 4.01, and are in agreement with the statements as they related to our firm being made by U. S Highland, Inc. in Item 4.01 of its Form 8-K dated May 21, 2015, captioned ?Changes in Registrant?s Certifying Accountant?. /s/ Friedman LLP New York, New York

US Highland FORM 8-K/A (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) May 19, 2015 U.S. HIGHLAND, INC. (Exact Name of Registrant as Specified in its Charter) Oklahoma (State or Other Jurisdiction of Incorporation) 000-54624 (Commission File Number) 141

US Highland NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-54624 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Read instruction (on back page) before preparing form.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2014 ¨ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2014 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: 000-54624 US HIGHLAND, IN

UHLN / US Highland, Inc. NT 10-Q - - NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 000-54624 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) August 19, 2014 U.S. HIGHLAND, INC. (Exact Name of Registrant as Specified in its Charter) Oklahoma (State or Other Jurisdiction of Incorporation) 000-54624 (Commission File Number) 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2014 ¨ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2014 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: 000-54624 US HIGHLAND, INC. (E

CZNI / Cruzani Inc. NT 10-Q - - NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-54624 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Report on Form 11-K For the Transition Period Ended: Read instruction (on back page) before preparing form.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 8, 2014 US HIGHLAND, INC.

1

EXHIBIT 10.1 1 2 3 4

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 27, 2014 US HIGHLAND, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2014 OR o 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: 000-54624 US HIGHLAND, INC. (

- US HIGHLAND - NOTIFICATION OF LATE FILING

ushighland12b-251.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-54624 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form N-SAR [ ] Form 20-F [ ] Form N-CSR [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D For Period Ended: March 31, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report

10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2013 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: 000-54624 US HIGHLAND, INC. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2013 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: 000-54624 US HIGHLAND, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2013 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: 000-54624 US HIGHLAND, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2013 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: 000-54624 US HIGHLAND

10-K

ushighlandform10-kfor2012.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition p

- U.S. HIGHLAND, INC. - DEFINITIVE INFORMATION STATEMENT

ushighlandschedule14c.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: □ Preliminary Information Statement □ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x

- US HIGHLAND, INC. - PRELIMINARY INFORMATION STATEMENT

ushighlandpreschedule14c.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement □ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2010 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: 000-54624 US HIGHL

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - US HIGHLAND, INC. - CURRENT REPORT FOR SEPTEMBER 9, 2013

form8-kfor09092013.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 5, 2013 US HIGHLAND, INC. (Exact Name of Registrant as Specified in Its Charter) Oklahoma (State or Other Ju

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

exhibit103.htm - Generated by SEC Publisher for SEC Filing Exhibit 10.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have read the 8K of US Highland, Inc., (Commission File Number 000-54624) dated September 9, 2013 concerning the restatement of the audited financial statements for the year ended December 31, 2010 and are in agreement with Management’s assessment of the need to resta

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - US HIGHLANDS FORM 8-K FOR 7-2-12

ushighland-form8kfor10152012.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 2, 2012 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 333-139685 7

SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE

exh101.htm - Generated by SEC Publisher for SEC Filing Exhibit 10.1 SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE This Settlement Agreement and General Mutual Release ("Agreement") is made and entered into as of July 2, 2012 by and between, on the one hand, US Highland, Inc., an Oklahoma corporation ("USHL") and, on the other hand, ("Holder"). USHL and Holder are sometimes referred to herein as

1. Other Agreements. 2. Events of Default. 3. Conversion. 4. Repayment 5. Interest 6. Notices 7. Definitions. 8. Replacement of Note if lost or destroyed. 9. Governing law. 10. Waivers 11. Usury 12. Next business day

exhibit102.htm - Generated by SEC Publisher for SEC Filing Exhibit 10.2 AMENDED SECURITIES PURCHASE AGREEMENT This AMENDED SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 1, 2012 is made and entered into by and between US Highland, Inc., an Oklahoma corporation (the “Company”), with its principal executive offices located at 17424 South Union Avenue, Mounds, OK, 74047, and BROOK

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - US HIGHLAND INC. FORM 8-K FOR JUNE 1, 2012

ushighland-form8k.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 1, 2012 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 333-139685 73-1556790 (

1. Other Agreements. 2. Events of Default. 3. Conversion. 4. Repayment 5. Interest 6. Notices 7. Definitions. 8. Replacement of Note if lost or destroyed. 9. Governing law. 10. Waivers 11. Usury 12. Next business day

exhibit103.htm - Generated by SEC Publisher for SEC Filing Exhibit 10.3 AMENDED SECURITIES PURCHASE AGREEMENT This AMENDED SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 1, 2012 is made and entered into by and between US Highland, Inc., an Oklahoma corporation (the “Company”), with its principal executive offices located at 17424 South Union Avenue, Mounds, OK, 74047, and Craig

1. Other Agreements. 2. Events of Default. 3. Conversion. 4. Repayment 5. Interest 6. Notices 7. Definitions. 8. Replacement of Note if lost or destroyed. 9. Governing law. 10. Waivers 11. Usury 12. Next business day

exhibit101.htm - Generated by SEC Publisher for SEC Filing Exhibit 10.1 AMENDED SECURITIES PURCHASE AGREEMENT This AMENDED SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 1, 2012 is made and entered into by and between US Highland, Inc., an Oklahoma corporation (the “Company”), with its principal executive offices located at 17424 South Union Avenue, Mounds, OK, 74047, and Grupo

Other Events - US HIGHLAND INC FORM 8-K FOR APRIL 13, 2012

ushighland-form8kfor41312.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 13, 2012 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 333-139685 73

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - US HIGHLAND INC FORM 8-K FOR APRIL 3,2012

ushighland-form8kcertifiateo.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 3, 2012 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 333-139685

EX-3

exhibit31.htm - Generated by SEC Publisher for SEC Filing Exhibit 3.1

- US HIGHLAND FORM NT 10-K FOR DECEMBER 31, 2011

ushighland-form12b25.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-54624 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended December 31, 2011 [ ] Transition Report on Form 10

- US HIGHLANDS INC FORM 8-A

ushighland-form8amarch2012w0.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 73-1556790 State or jurisdiction of in

Submission of Matters to a Vote of Security Holders - US HIGHLAND, INC. - CURRENT REPORT FOR FEBRUARY 27, 2012

ushighland-form8k.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 27, 2012 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 333-139685 73-1556

EMPLOYMENT AGREEMENT

exhibit102.htm - Generated by SEC Publisher for SEC Filing EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated effective June 15, 2011 (the “Effective Date”), between US Highland, Inc., an Oklahoma corporation, (the “Company”), and James B. McCoy, an independent consultant (the “Employee”). W I T N E S E T H: WHEREAS, Company desires to engage and retain Employee so that he m

EMPLOYMENT AGREEMENT

exhibit101.htm - Generated by SEC Publisher for SEC Filing Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated effective June 15, 2011 (the “Effective Date”), between US Highland Inc., an Oklahoma corporation, (the “Company”), and Greg Campbell, an individual (the “Employee”). W I T N E S E T H: WHEREAS, Company desires to engage and retain Employee so that he ma

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - US HIGHLANDS FORM 8-K

ushighland-form8kapptofcampb.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 10, 2012 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 333-139

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - US HIGHLAND FORM 8-K FOR OCTOBER 14, 2011

ushighland-form8k.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 14, 2011 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 333-139685 73-15567

EMPLOYMENT AGREEMENT

exhibit101.htm - Generated by SEC Publisher for SEC Filing EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated effective October 14, 2011 (the “Effective Date”), between US Highland, Inc., an Oklahoma corporation, (the “Company”), and John R. Fitzpatrick, III, an individual (the “Employee”). W I T N E S E T H: WHEREAS, Company desires to engage and retain Employee so that he

Article 1 APPOINTMENT AND AUTHORITY OF CONTRACTOR Article 2 CONTRACTOR'S AGREEMENTS Article 3 COMPANY'S AGREEMENTS Article 4 DURATION, TERMINATION AND DEFAULT Article 5 CONFIDENTIALITY AND NON-COMPETITION Article 6 DEVOTION TO CONTRACT Article 7 PRIV

exhibit101.htm - Generated by SEC Publisher for SEC Filing Exhibit10.1 CONSULTING AGREEMENT THIS AGREEMENT is dated and effective on the 20th day of September, 2011. BETWEEN: US HIGHLAND Inc. PO Box 339, Glenpool, OK 74033 (the "Company") AND: Rob Harris with an address at Selene 32, B41, Bella Vista, Santo Domingo, Dominican Republic (the "Contractor") WHEREAS: A. The Company desires to retain th

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - US HIGHLAND INC. FORM 8-K FOR SEPTEMBER 20,2011

ushighland-form8kconsultinga.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 20, 2011 US HIGHLAND, INC. (Exact name of registrant as specified in its charter) Oklahoma 333-13