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EX-10 - US HIGHLANDS CONSULTING AGREEMENT - Cruzani, Inc.exhibit101.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 20, 2011

US HIGHLAND, INC.

(Exact name of registrant as specified in its charter)

Oklahoma

333-139685

73-1556790

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1241 South Harvard, Tulsa, OK

74112

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(918) 827-5254

n/a

(Former name or former address, if changed since last report.)

         

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 1.01

Entry into Material Definitive Agreement

Item 3.02

Unregistered Sale of Equity Securities

On September 20, 2011, we entered into a consulting agreement with Rob Harris, whereby Mr. Harris has agreed to provide our company with services as a member to our board of directors for a period ending September 20, 2014.  In consideration for the services, we have agreed to issue to Mr. Harris an aggregate of 500,000 shares of our common stock prorated over three (3) years and to pay him US$2,250 per month for the duration of the term.

We issued the 500,000 shares to one (1) non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933.

 Item 9.01

Financial Statements and Exhibits

 

 

10.1

Consulting Agreement with Rob Harris dated September 20, 2011


 

SIGNATURES

Pursuant to 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.

 

US HIGHLAND, INC.

/s/ JOHN R. FITZPATRICK, III

John R. Fitzpatrick, III

Chief Executive Officer and Chief Financial Officer

Date:

January 25, 2012