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 HIGHLAND, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

26-4144571

(State or other jurisdiction of incorporation)

 

(IRS Employer Identification No.)

 

3500 Lennox Road, Suite 1500, Atlanta, Georgia 30309

(Address of principal executive offices)

 

(404) 419-2253

(Registrant’s telephone number, including area code)

 

_________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

 
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 and Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to files such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes.  x No. ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to files such reports). Yes.  x No. ¨

 

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

 

Large accelerated filer

¨

Accelerated filer 

¨

Non-accelerated filer

¨

Smaller reporting company

x

 

 

Emerging growth company

¨

 

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

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

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

 

 
 
 
 

EXPLANATORY NOTE

 

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

 

 
2
 
 

 

SIGNATURES

 

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

 

 

U.S. HIGHLAND, INC.

       
Dated: June 13, 2018 By:

/s/ Everett M. Dickson

 

Name:

Everett M. Dickson

 
  Title:

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

       

Dated: June 13, 2018

By:

/s/ Everett M. Dickson

 

 

Name:

Everett M. Dickson

 

 

Title:

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

3