Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] 15, ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2010 OR
[ ] 15, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THESECURITIES EXCHANGE ACT OF 1934For the transition period from to
Commission file number: 333-139685
US HIGHLAND, INC.
(Exact name of registrant in its charter)
Oklahoma 73-1556790
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
17424 South Union Avenue
Mounds, OK 74047
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: 918-296-9799
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $.01 par value
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [x]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act
Yes [ ] No [x]
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 232.406 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for at least the part 90 days.
Yes [x] No [ ]
2
Indicate by check mark if disclosure of delinquent filers in response
to Item 405 of Regulation S-K is not contained hereof, and will not be
contained, to will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.
[ ] Large accelerated filer [ ] Accelerated filer
[ ] Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter. The market
value of the registrant's voting $.01 par value common stock held by
non-affiliates of the registrant was approximately $0.00.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. The number
of shares outstanding of the registrant's only class of common stock,
as of September 9, 2011 was 21,462,500 shares of its $.01 par value
common stock. No stock.
No documents are incorporated into the text by reference.
3
US Highland, Inc.
Form 10-K
For the Fiscal Year Ended December 31, 2010
Table of Contents
Part I
ITEM 1. BUSINESS 5
ITEM 1A. RISK FACTORS 10
ITEM 1B. UNRESOLVED STAFF COMMENTS 10
ITEM 2. PROPERTIES 10
ITEM 3. LEGAL PROCEEDINGS 10
ITEM 4. (REMOVED AND RESERVED) 11
Part II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 12
ITEM 6. SELECTED FINANCIAL DATA 12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 13
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK 15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 16
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 30
ITEM 9A. CONTROLS AND PROCEDURES 31
ITEM 9B. OTHER INFORMATION 31
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS,
CONTROL PERSONS AND CORPORATE GOVERANCE;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT 32
ITEM 11. EXECUTIVE COMPENSATION 34
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS 35
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE 35
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 35
Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 37
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this annual report contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. These factors include, but are not limited
to, our ability to raise sufficient capital to fund our ongoing
operations and satisfy our obligations as they become due, our ability
to implement our strategic initiatives, economic, political and market
conditions and fluctuations government and industry regulation,
interest rate risk, U.S. and global competition, and other factors.
Most of these factors are difficult to predict any forward-looking
statements that may be made herein. Readers are cautioned not to place
undue reliance on these forward-looking statements and readers should
carefully review this annual report in its entirety. Except for our
ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any
revisions to any forward-looking statements, to report events or to
4
report the occurrence of unanticipated events. These forward-looking
statements speak only as of the date of this annual report, and you
should not rely on these statements without also considering the risks
and uncertainties associated with these statements and our business.
5
PART I
ITEM 1. BUSINESS
Corporate History
-----------------
US Highland, Inc. was originally formed as a Limited Liability Company
on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to
the laws of the State of Oklahoma. On February 26, 1999, an amendment
was filed that changed the name of the entity to Powerhouse
Productions, L.L.C.
On November 9, 2006, Powerhouse Productions, L.L.C. filed Articles of
Conversion changing the entity from a limited liability company to a
corporation under the name US Highland, Inc. On November 29, 2006,
articles of amendment to the certificate of incorporation increased the
authorized common shares to 100,000,000 with a par value of $0.01 per
share.
On January 25, 2010, Articles of Merger were filed with the state of
Oklahoma merging U.S. Highland, Inc., an Oklahoma corporation into
Harcom Productions, Inc. Pursuant to the Articles of Merger, the name
of the corporation was changed from Harcom Productions, Inc. to US
Highland, Inc.
Prior Operations
----------------
Prior to January 25, 2010, the registrant offered professional
consulting in Music-on-Hold and messaging services as well some
equipment sales and consultation services for commercial clients.
Subsequent to the merger with U.S. Highland, Inc., an Oklahoma
corporation, the registrant no longer pursued its prior business plan.
As a result, the registrant entered into an Asset Purchase Agreement
with Shane Harwell, an officer and director of the Registrant.
Pursuant to the Asset Purchase Agreement dated December 21, 2009, the
registrant sold all rights, title and interest to the Purchased Assets
to Mr. Harwell for the consideration of 950,000 common shares. The
950,000 common shares consisted of 468,750 common shares directly held
by Mr. Harwell, 468,750 common shares acquired by Mr. Harwell from
Susan Harwell, his wife and 12,500 common shares acquired by Mr.
Harwell from Charles Harwell, his father for nominal amounts.
Current Corporate Operations
----------------------------
US Highland moved its manufacturing equipment and tooling to the United
States from Sweden and is currently preparing to launch manufacturing
of its products in Tulsa, Oklahoma. US Highland requires the services
of many manufacturing subcontractors, as is typical for the industry.
US Highland is currently operating from multiple locations in and
around Tulsa and is in the process of consolidating to a larger
location.
US Highland's business development strategy includes:
- Multinational Business Model. US Highland will manufacture in
the United States utilizing engineering and technology developed in
Sweden. Us Highland will manufacture for its own use and OEM contracts.
6
- Acquisitions. US Highland's purpose in becoming a public company
is to raise additional capital:
1) to ramp up production levels,
2) to launch marketing in the US and Europe, and
3) to fund strategic acquisitions to offer enhanced share
value for US Highland shareholders.
- OEM Manufacturing. Highland will develop license and manufacture
power plants and other OEM transactions, and will utilize co-branding
and co-marketing activities to further its business development
objectives.
- Road Shows. US Highland will utilize road shows to promote its
stock, brand, and products.
- Media Promotions. US Highland will fully employ both traditional
and innovative marketing venues to advertise, promote, and drive
Highland brand awareness utilizing the following:
- Internet promotions
- Trade shows and events, including the Indianapolis Dealer Expo
and others
- Trade publication advertisements
- Trade publication editorials and product reviews
- Trade and Business Wire press releases
- Marketing collateral
- Highland Pro Race Team. US Highland will attract media attention
with the Highland Pro Race Team at high profile race events.
- Dealer Network Building and Mass Customization. US Highland will
market direct to qualified high end dealers to build and develop the
Highland dealer network.
Products
--------
US Highland products include single and twin cylinder engines,
motorcycles and ATV's.
Single and Twin Cylinder Engines
Highland has two powerful engine platforms, including its single
cylinder 250-550cc engines and its two cylinder v-twin 750-1150cc
engines. These engines were developed in Highland's active race
program. US Highland proprietary power plants are lightweight, high
horsepower, and fuel injected. Highland engines also use the
proprietary and patent pending Highland throttle body, which delivers
smooth, linearly proportional throttle response unlike conventional
systems that deliver uneven throttle response.
Motorcycle and Quad Product Line
The new Highland product line is composed of the following vehicles
(not all of which will be released in the next model year), which are
based on the Highland 250-550cc and 750-1200cc engine platforms:
- 350cc Entry Level Dual Sport
- 450cc MX, Enduro, & Supermotard
- 507cc MX, Enduro, & Supermotard
- 950cc Street Tracker, Dirt Tracker, Outback, & Urban Assault
- 1050cc Viking
- Quads of various sizes
Patents, Trademarks, Intellectual Property, and Proprietary Protection
----------------------------------------------------------------------
Highland has developed a unique and patent pending throttle body which
allows "linear proportional air flow" control to the engine.
Conventional throttle bodies do not have linear response, requiring
operators to mentally adjust to uneven response from the throttle.
7
The Market, Sales, and Business Development
-------------------------------------------
Highland has created the following market analysis using information
gathered from Dealer Net, JD Powers & Associates, and other industry
data sources.
Highland Target Markets
Highland will target the dual market, off-road and on-road motorcycle
markets with its initial market entry fully capitalizing on its current
product offering. These market segments are to be reached through
qualified dealerships.
Highland has plans to sell to the ATV and possibly UTV markets in the
future with new products currently in development.
Industry Analysis
Market data for the motorcycle industry shows that the industry is down
in most market segments, illustrating generally poor expected
performance of the powersports industry during 2010.
It is important to note that 45% for on-road motorcycles plus 10.5% for
off-road motorcycles show motorcycles clearly to be the largest market
segment.
Japanese manufacturers collectively dominate powersports market share,
with Honda as the largest OEM, followed by Yahama and Kawasaki. The US
has long been the greatest consumer and promoter of the powersports
industry. Highland has chosen the US market as its primary target and
domicile market as to take advantage of an increasing US-centric
legislation, tax incentive and purchasing sentiment.
Off-Road Seasonality
The off-road motorcycle market is a seasonal business, with the largest
sales occurring during spring. Sales during the winter months are
approximately 50% of peak sales.
The seasonality of the off-road business has traditionally resulted in
stocking orders for next year products in the months of August or
September; however, current economic conditions are likely to delay and
spread out these orders in 2010-2011.
On-Road Motorcycles Market
Comparisons between the dirt bike sales forecast and the total
motorcycle sales forecast illustrates that on-road or street
motorcycles represent a much larger market segment, by a ratio of
4.5:1.
Harley David continues to have the largest market share of this market
segment.
On-Road Seasonality
On-road seasonality is even more severe than off-road seasonality. In
the on-road market segment, summer month sales are the strongest,
though spring sales are within 20-30% of summer sales. Winter sales
are as much as 75% lower than summer sales.
Dual Sport Market
2010 data indicates a drop in this segment. Highland motorcycles are
dual purpose ready.
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Scooter Market
Industry data indicates that scooters are becoming a more important
segment each year. This was especially true when gas prices increased
in the United States. Highland has an ongoing scooter development
project.
ATV Market
Highland has developed an ATV (quad) product line, not yet ready for
release. The ATV market segment continues to be a large an important
market segment. Forecasts agree that this will continue to be the case
in 2010-11.
Motorcycle Dealer Analysis
JD Powers & Associates Surveys from 2010 and 2009 indicate that the
largest challenge that faced the dealers in 2010 was lack of financing
for inventory flooring and for consumer purchases, pointing to a
significant opportunity for those OEMs capable of either offering
financing or facilitating financing for dealers and/or consumers. This
situation is likely to remain the same or even worsen in 2011.
To match this broadly evidenced market need, Highland may offer through
its dealer network special financing facilities designed to enable
qualifying customers the opportunity to ride Highland. These programs
will be marketed and promoted with specific dealer training focused on
helping them create sales through their established customer base.
Pricing Analysis
As indicated in the above section, purchasing is largely dependent on
consumer ability to acquire financing or credit. Off-road and Dual-
sport unit pricing ranges significantly from the low end Chinese import
"disposable" market to primary global brands. Off-brand bikes receive
little to no credit program support while the large brands offer
factory and dealer backed financing.
Sales
Highland targets premium, high performance motorcycles and ATVs. Sales
through established dealer networks are critical to any power sports
company success. Highland has established relationships with
dealerships nationwide. A survey of dealer interests and constraints
was conducted. From this survey, it is clear that dealers are laboring
with three primary concerns:
Record Level Inventories
Flooring Costs
Reduced Credit Facilities
Highland has established a sales model designed specifically to
directly answer the concerns of the current market and facilitate sales
to our top tier customers.
Business Development
--------------------
Relationships with Other Manufacturers
Highland and its executives have a long history with other powersports
OEMs. As a technology provider, Highland is often perceived to be a
supplier rather than a competitor to other manufacturers.
9
Acquisition Opportunities
-------------------------
There are currently a number of struggling OEMs that have excellent
intellectual property, great products, multi-national dealer networks,
manufacturing facilities, and substantial revenues. These OEMs have
been caught in the global economic downturn and have not been able to
react quickly enough to changing conditions. With the right mergers
and acquisitions strategy, one or more of these OEMs could add valuable
resources and substantial revenues and profits to Highland.
Nonperforming assets from acquisitions could be sold off or
restructured.
Strategic Location
-------------------
Tulsa, Oklahoma
Highland's professional race team has been managed near Tulsa, Oklahoma
for the past two years. The registrant has strategically relocated the
manufacturing and distribution portions of the business to Tulsa,
retaining product development and engineering activities in Sweden.
Tulsa, Oklahoma is located relatively centrally in the United States.
Tulsa is a recognized major North American shipping hub with several
major interstate highways, railways, and an international airport. The
following are road-based shipping distances to other major shipping
hubs:
- Dallas: 257 miles
- Detroit: 947 miles
- Jacksonville: 1070 miles
- Los Angeles: 1437 miles
- Milwaukee: 771 miles
- New York City: 1348 miles
- Salt Lake City: 1206 miles
Tulsa was the original oil capital of the United States before Texas
gained this status. Tulsa remains a significant producer and refiner
of oil. Since the oil and gas industry requires so much equipment and
equipment repair, Tulsa has a large manufacturing base, including
manufacturing space, skilled labor, management and engineering talent,
manufacturing equipment suppliers and service centers, and large
subcontractor base for a wide variety of manufacturing services from
surface coatings and heat treatments to precision machining, casting,
and forging.
10
Subcontracting
--------------
Many subcontractors are required for the high variety of components
required to produce powersports products. Highland uses subcontractors
for tool and die work, casting, various complex machining operations,
plastic injection molding, and various other capital intensive or low
ROI operations which would therefore be unwise to perform in house.
Vendors, suppliers, and subcontractors are pre-qualified by Highland's
quality and purchasing personnel. Suppliers must meet minimum
capability, lead time, and quality requirements to be eligible to
participate in Highland's vendor and subcontractor pool.
Final Assembly and Quality Assurance
------------------------------------
Final assembly and quality assurance are overseen by Highland's highly
trained technicians. These technicians have many years of cumulative
experience. Many of these technicians have experience in the
professional race environment, where they have been on the leading edge
of testing and refining many of the Company's new developments.
Logistics
---------
Highland has in-house experts in logistics and supply chain management.
These experts monitor product flow from vendors and subcontractors and
to customers.
Manufacturing Management
------------------------
A significant percentage of the overall budget of Highland each year is
used to support manufacturing operations, either for new product
development prototyping or volume production, competent management is
essential. Highland's manufacturing managers have extensive experience
in lean manufacturing as practiced in the Toyota Production System,
quality assurance, MRP/ERP, Six Sigma, costing system optimization, and
the various other disciplines required to operate a lean, profitable,
and responsive manufacturing operation.
ITEM 1A. RISK FACTORS
Not applicable to a smaller reporting company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
The registrant's principle executive offices are located at 17424 South
Union, Mounds, OK 74047. The registrant's primary phone number is 918-
296-9799. Current manufacturing operations include 18,000 square feet
for general manufacturing, CNC machining, and final assembly, 5,000
square feet for welding, painting, and machining operations, and 10,000
square feet for administration.
ITEM 3. LEGAL PROCEEDINGS.
In December 2010, NCCI, LLC filed a lawsuit against the registrant in
the District Court in and for Tulsa County, state of Oklahoma. NCCI
claimed that the lease payment for the registrant's leased facility was
15 days declaring breach and default of lease.
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The registrant filed a countersuit in December 31, 2010, case number
CJ-2010-8297 against NCCI, LLC relating to the disputed amount.
ITEM 4. (REMOVED AND RESERVED)
12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Item 5(a)
a) Market Information. On March 17, 2008, our common stock was listed
for the first time on the OTC Bulletin Board under the symbol "HRCM".
On March 31, 2010, due to our name change, our symbol was changed to
UHLN.
The following table sets forth the range of high and low bid quotations
for the registrant's common stock. The quotations represent inter-
dealer prices without retail markup, markdown or commission, and may
not necessarily represent actual transactions.
Quarter Ended High Bid Low Bid
3/31/09 .05 .02
6/30/09 .80 .02
9/30/09 .79 .79
12/31/09 .79 .79
3/31/10 4.00 .79
6/30/10 2.00 1.14
9/30/10 1.90 .75
12/31/10 1.25 .10
b) Holders. At August 29, 2011, there were approximately 60
shareholders of the registrant.
c) Dividends. Holders of the registrant's common stock are entitled
to receive such dividends as may be declared by its board of directors.
No dividends on the registrant's common stock have ever been paid, and
the registrant does not anticipate that dividends will be paid on its
common stock in the foreseeable future.
d) Securities authorized for issuance under equity compensation plans.
No securities are authorized for issuance by the registrant under
equity compensation plans.
e) Performance graph. Not applicable.
f) Sale of unregistered securities. None.
Item 5(b) Use of Proceeds. Not applicable.
Item 5(c) Purchases) Purchases of Equity Securities by the issuer
and affiliated purchasers. None.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a smaller reporting company.
13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General Overview
The following Management's Discussion and Analysis is intended to help
the reader understand our company. It is provided as a supplement to,
and should be read in conjunction with, our financial statements and
the accompanying notes.
Forward-Looking Statements
Historical results and trends should not be taken as an indication of
future operations. Management's statements contained in this report
that are not historical facts are forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended. Actual results may differ
materially from those included in the forward-looking statements. The
Company intends such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and is including this
statement for purposes of complying with those safe-harbor provisions.
Forward-looking statements, which are based on certain assumptions and
describe future plans, strategies and expectations of the Company, are
generally identifiable by use of the words "may," "should," "could,"
"believe," "expect," "anticipate," "estimate," "project," "prospects,"
or similar expressions. The Company's ability to predict results or the
actual effect of future plans or strategies is inherently uncertain.
Factors which could have a material adverse affect on the operations
and future prospects of the Company include, but are not limited to:
changes in economic conditions, legislative/regulatory changes, and the
availability of capital, interest rates, and the competitive
environment. These risks and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not be
placed on such statements. Further information concerning the Company
and its business; including additional factors that could materially
affect the Company's financial results, are included herein and in the
Company's other filings with the Securities and Exchange Commission.
The following discussion and analysis should be read in conjunction
with the financial statements and notes to financial statements
included elsewhere in this annual report on Form 10-K. This report and
the financial statements and notes to financial statements contain
forward-looking statements, which generally include the plans and
objectives of management for future operations, including plans and
objectives relating to future economic performance and our current
beliefs regarding revenues we might earn if we are successful in
implementing our business strategies. The registrant does not undertake
to update, revise or correct any forward-looking statements.
LIQUIDITY AND CAPITAL RESOURCES
------------------------------
OVERVIEW
Our principal sources of liquidity are our ability to obtain ongoing
equity investment, existing cash, cash generated by our operations, and
our ability to borrow cash when needed from a number of related
parties.
Our principal uses of liquidity are funding growth opportunities and
paying the costs and expenses associated with our operations.
14
The registrant experienced significant growth in assets during the
first quarter of 2010, in a combination of components inventory,
finished goods inventory, and intellectual property.
In April 2010, the registrant received approximately $762,404 in a
private offering, substantially increasing the Company's cash reserves.
The registrant has not established any lines of credit with any banks.
In the event a supplier or lender requires additional credit to obtain
small equipment or other business supplies, collateralization of assets
or corporate guaranty can be utilized to accomplish the purchase.
OPERATING ACTIVITIES
--------------------
During the year ended December 31, 2010, the registrant used $(381,403)
of cash equivalent, including various acquisitions of assets in partial
cash and partial stock transactions, in operating activities.
In the opinion of management, it is not useful to provide an analysis
or comparison of the results of prior years as the registrant has
materially changed its business plan and operations from prior years to
recreational powersports from operations unrelated to recreational
powersports, resulting in entirely new financial performance
characteristics. The registrant's revenues are much better than
management expectations, primarily derived from engineering development
and business development activities. The registrant will continue to
develop revenue from similar activities and plans on supplementing
engineering development and business development revenues with revenues
from manufacturing operations later this year.
Results of Operations for the year ended December 31, 2010
Revenues:
During the year ended December 31, 2010, the registrant had total
revenues of $1,519,354.
Historically through its association with the Swedish company, Highland
Group AB, the registrant has generated revenues from engineering
development and business development activities. These activities are
likely to continue to remain a source of revenues for the registrant as
they shift from primarily development activities to OEM manufacturing.
In addition to revenues generated from manufacturing, sales of the
registrant's motorcycles, and quads, are planned for formal production
startup in 2012 after the production ramp up is complete.
Cost of Goods Sold:
Cost of goods sold for the year was $3,184,474 resulting in a gross
loss of $1,665,120. As the registrant completes its production ramp
activities and commences selling its manufactured products, cost of
goods sold are projected to increase substantially, primarily
proportionately to revenues from manufacturing operations.
Net Loss:
Net loss for the period is $3,273,222, which is higher than expected
for the period.
Operating Expenses:
Operating expenses for the period total $1,338,876. Operating expenses
are anticipated to increase at a much slower rate than cost of goods
sold proportional to revenues from manufacturing operations.
15
Comparison of Balance Sheet for December 31, 2010 as it pertains to
Capital and Liquidity.
Cash and Equivalents:
At the end of the year, the registrant had $381,403 in cash
equivalents. The registrant also had $1,032,414 in inventory.
Accounts Receivable:
The registrant had total receivables of $169,896.
Total Current Liabilities:
The registrant has total current liabilities of $571,282.
Off-balance sheet arrangements:
The registrant has no such arrangements.
Recent Pronouncements
Management does not anticipate that the new accounting pronouncements
listed above will have a material impact on the financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
US Highland, Inc.
formerly Harcom Productions, Inc.
Index to the Financial Statements
Report of Independent Registered Public Accounting Firm 17
Financial Statements of US Highlands, Inc.:
Balance Sheets as of December 31, 2010 and 2009 18
Statements of Operations for the Year
Ended December 31, 2010 and 2009 19
Statements of Stockholders' Equity (Deficit) For
the Years Ended December 31, 2010 and 2009 20
Statements of Cash Flows for the Years Ended
December 31, 2010 and 2009 22
Notes to Financial Statements 23
17
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
US Highland, Inc.
Tulsa, Oklahoma
To the Board of Directors:
We have audited the accompanying consolidated balance sheets of US
Highlands, Inc. for the year ended December 31, 2010 2009, and the
related statements of operations, shareholders' equity, and cash flows
for the year then ended These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on
our audit.
We conducted our audit in accordance with auditing standards of the
Public Company Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of US
Highland, Inc. as of December 31, 2010 and 2009, and the results of its
operations and its cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company has suffered recurring losses
from operations and has a net capital deficiency, which raises
substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note
2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Hood Sutton Robinson & Freeman, CPAs, P.C.
-------------------------
Certified Public Accountants
August 31, 2011
Tulsa, Oklahoma
18
US Highland, Inc.
Balance Sheet
December 31, 2010 and 2009
12/31/10 12/31/09
-------- --------
ASSETS
Current Assets:
Cash $ 11,963 $ 392,766
Accounts Receivable 169,896 116,043
Inventory 1,032,414 4,254,582
Prepaid Expense 18,536 -
---------- ----------
Total Current Assets 1,232,809 4,763,391
---------- ----------
Property and Equipment:
Vehicle 39,855 20,750
Furniture and Fixtures 46,303 43,297
Tooling 353,065 300,000
Production Equipment 4,806 -
Leasehold Improvements 204,255 -
---------- ----------
648,284 364,047
Less Accumulated Depreciation 21,366 5,108
---------- ----------
Net Fixed Assets 626,918 358,879
---------- ----------
Other Assets:
Deferred Tax Assets 1,384,607 -
Goodwill 143,820 143,820
Deposits 2,086 1,102
---------- ----------
Total Other Assets 1,530,513 144,922
---------- ----------
Total Assets $3,390,240 $5,267,192
========== ==========
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts Payable $ 459,666 $ 264,097
Notes Payable 10,000 -
Current Portion of Long-Term Debt 9,000 8,400
Escrow Account 25,000 -
Accrued Liabilities 41,183 2,754
---------- ----------
Total Current Liabilities 544,849 275,251
---------- ----------
Long-term Liabilities:
Long-Term Debt 27,047 34,707
---------- ----------
27,047 34,707
Less Current Maturities of Long-Term Debt 9,000 8,400
---------- ----------
Total Long Term Debt 18,047 26,307
---------- ----------
19
Deferred Income Taxes - 8,386
---------- ----------
Total Liabilities 562,896 309,994
---------- ----------
Stockholders' Equity:
Common Stock, 100 million shares
Authorized, par $0.01, issued and outstanding
22,513,178 and 10,000,000 for 2010 and
2009 respectively 225,132 100,000
Issued and outstanding
Paid in Capital 5,737,552 4,810,147
Retained Earnings (Deficit) (2,251,340) 47,099
---------- ----------
3,711,344 4,957,248
Less Treasury Stock, 2 million shares at
Cost 884,000 -
---------- ----------
Total Stockholders' Equity 2,827,344 4,957,248
---------- ----------
Total Liabilities and Stockholders
Equity $3,390,240 $5,267,192
========== ==========
The accompanying notes are an integral
part of these financial statements
20
US Highland Inc.
Statements of Operations and Retained Earnings
For the Year Ended December 31, 2010 and 2009
2010 2009
---- ----
Revenue:
Sales $ 1,519,354 $ 454,182
Cost of Goods Sold 383,805 -
----------- ----------
Gross Profit 1,135,549 454,182
----------- ----------
Operating Expenses:
General and Administrative 1,015,134 269,484
Inventory Write Down for Obsolesce 2,800,669 -
Racing 39,477 102,031
Research and Development 10,152 15,852
Selling 157,795 3,500
Depreciation 16,198 5,168
----------- ----------
Total Operating Expenses 4,557,635 396,035
----------- ----------
Operating Income (Loss) (3,422,086) 58,147
----------- ----------
Other Income (Expense):
Net Gain or (Loss) on Asset Sale (20,031) -
Salvage and Rental Income 7,436 -
Other expense (2,661) -
Bad Debt (250,030) -
Interest Income 194 92
Interest Expense (4,254) -
----------- ----------
Total Other Income (Expense) (269,345) 92
----------- ----------
Income before Provision
for Income Taxes (3,691,432) 58,239
Benefit (Provision) for Income Taxes 1,392,993 (11,140)
----------- ----------
Net Income (Loss) $(2,298,439) 47,099
The accompanying notes are an integral
part of these financial statements
21
US Highland, Inc.
Statement of Stockholders' Equity
For the Years Ended December 31, 2010 and 2009
Common Stock Retained
------------ Additional Earnings
Shares Amounts Paid-in Capital (Deficit) Total
----------------- ---------------- ------- -----
Balance at
December 31, 2009
Issued During Year 10,000,000 $100,000 $4,810,149 $ - $ 4,910,149
To Acquire Assets
2009 Net Income $ 47,099 $ 47,099
========== ======== ========== =========== ===========
10,000,000 $100,000 $4,810,149 $ 47,089 $ 4,957,248
Shares Issued During
Year for:
Cash 525,746 5,257 650,897 656,155
Compensation 3,832,678 38,327 142,892 181,219
Services 3,998,050 39,981 2,025 42,006
Acquisition of Assets 398,333 3,983 784 4,767
Conversion of Loan 560,000 5,600 400 6,000
Settlement of Debt 3,198,371 31,984 130,405 162,389
2 million shares
reacquired and held
as treasury stock
at cost (884,000)
Net loss 2010 - - - (2,298,439) (2,298,439)
---------- -------- ---------- ----------- -----------
Balance at
December 31, 2010 22,513,178 $225,132 $5,737,552 $(2,251,340) $(2,827,344)
The accompanying notes are an integral part
of these financial statements
23
US Highland Inc.
Statement of Cash Flows
For the Year Ended December 31, 2010 and 2009
2010 2009
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) $(2,298,439) $ 47,099
Adjustments to reconcile Net Income (Loss)
To net cash provided by (used in)
Operating activities
Depreciation 16,198 5,168
Deferred income taxes (1,392,993) 8,386
(Increase) decrease in accounts receivable (53,253) -
(Increase) decrease in inventories 2,743,905 (1,582)
(Increase) decrease in prepaid assets (18,536) -
(Increase) decrease in Deposits (984) (1,102)
Increase (decrease) in accounts payable 195,569 10,979
Increase (decrease) in Escrow Account 25,000 -
Increase (decrease) in income taxes payable - 2,754
Increase (decrease) in accrued liabilities 38,429 -
----------- ----------
Net Cash Provided by (Used in)Operating
Activities (745,104) 71,702
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for the purchase of property and
Equipment (284,194) (27,377)
Cash paid for the purchase of Investments (143,820) -
----------- ----------
Net Cash Used in Investing
activities (284,194) (171,197)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 656,155 357,149
Repayment of long-term debt (7,660) (1,963)
Proceeds from short-term debt - 137,075
----------- ----------
Net Cash Provided by Financing
Activities 648,495 492,261
----------- ----------
Net Increase (Decrease) In Cash and
Cash Equivalents (380,803) 392,766
----------- ----------
Cash and Cash Equivalents Beginning of
Period $ 392,766 -
Cash and Cash Equivalents End of Period 11,963 392,766
=========== ==========
Supplemental Disclosures:
Interest Paid $ 4,254 -
The accompanying notes are an integral
part of these financial statements
23
US Highland, Inc.
Notes to Financial Statements
For The Years Ended December 31, 2010 and 2009
Note 1 - Summary of Significant Accounting Policies
On July 1, 2009 the Financial Accounting Standards Board ("FASB")
issued the FASB Accounting Standards Codification ("ASC") the single
source of authoritative non-government U.S. generally accepted
principals ("GAAP"), except for rules and interpretative releases of
the Securities and Exchange Commission ("SEC") which are sources of
authoritative GAAP for SEC registrants. All other non-grandfathered,
non-SEC literature not included in the ASC is non-authoritative. As the
ASC was not intended to change or alter existing GAAP, it did not have
any impact on the Company's financial statements.
Organization and Nature of Operations
US Highland, Inc. was originally formed as a Limited Liability Company
on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to
the laws of the State of Oklahoma. On November 9, 2006, Powerhouse
Productions, L.L.C. filed Articles of Conversion changing the entity
from a limited liability company to a corporation under the name Harcom
Productions, Inc. On January 25, 2010, Articles of Merger were filed
with the state of Oklahoma merging U.S. Highland, Inc., an Oklahoma
corporation into Harcom Productions, Inc. and the name of the
corporation was changed to US Highland, Inc. US Highland, Inc. is a
recreational powersports OEM, developing motorcycles, quads, single
cylinder engines, and v-twin engines under its own brand and for other
OEMs.
Cash and Cash Equivalents
The Company considers highly liquid investments (those readily
convertible to cash) purchased with original maturity dates of three
months or less to be cash equivalents.
Income Taxes
In 2007 The Company had completed its conversion to a C-Corporation
under the laws of the state of Oklahoma. Income taxes are provided for
the tax effects of transactions reported in the financial statements
and consist of taxes currently due. Income taxes are accounted for in
accordance with ASC 740. Income taxes under ASC 740 income taxes are
recognized for the following: i) amount of taxes payable for the
current year, and ii) deferred tax assets and liabilities for the
future tax consequences of events that have been recognized differently
in the financial statements than for tax purposes. Deferred tax assets
and liabilities are established using statutory tax rates and are
adjusted for tax rate changes. ASC 740 also requires that deferred tax
assets be reduced by a valuation allowance if it is more likely than
not that some portion or all of the deferred tax assets will not be
realized.
Allowance for Doubtful Accounts
It is the Company's policy to provide an allowance for doubtful
accounts when it believes there is a potential for non-collectability.
At present US Highland, Inc. management does not feel that there are
any doubtful accounts.
23
US Highland, Inc.
Notes to Financial Statements
For The Years Ended December 31, 2010 and 2009
Note 1 - Summary of Significant Accounting Policies (continued)
Revenue Recognition
For revenue from product sales, the Company recognizes revenue in
accordance with Staff Accounting Bulletin ("SAB") No. 104, "Revenue
Recognition," which superseded SAB No. 101, "Revenue Recognition in
Financial Statements." SAB No. 101 requires that four basic criteria
must be met before revenue can be recognized: (1) persuasive evidence
of an arrangement exists; (2) delivery has occurred; (3) the selling
price is fixed and determinable; and (4) collectability is reasonably
assured. Determination of criteria (3) and (4) are based on
management's judgments regarding the fixed nature of the selling prices
of the products delivered and the collectability of those amounts.
Provisions for discounts and rebates to customers, estimated returns
and allowances, and other adjustments are provided for in the same
period the related sales are recorded. The Company defers any revenue
for which the product has not been delivered or is subject to refund
until such time that the Company and the customer jointly determine
that the product has been delivered or no refund will be required. SAB
No. 104 incorporates Emerging Issues Task Force ("EITF") No. 00-21,
"Multiple-Deliverable Revenue Arrangements." EITF No. 00-21 addresses
accounting for arrangements that may involve the delivery or
performance of multiple products, services and/or rights to use assets.
The effect of implementing EITF No. 00-21 on the Company's financial
position and results of operations was not significant. This issue
addresses determination of whether an arrangement involving more than
one deliverable contains more than one unit of accounting and how the
arrangement consideration should be measured and allocated to the
separate units of accounting. EITF No. 00-21 became effective for
revenue arrangements entered into in periods beginning after September
15, 2003.
For those contracts which contain multiple deliverables, management
must first determine whether each service, or deliverable, meets the
separation criteria of EITF No. 00-21. In general, a deliverable (or a
group of deliverables) meets the separation criteria if the deliverable
has standalone value to the customer and if there is objective and
reliable evidence of the fair value of the remaining deliverables in
the arrangement. Each deliverable that meets the separation criteria is
considered a "separate unit of accounting." Management allocates the
total arrangement consideration to each separate unit of accounting
based on the relative fair value of each separate unit of accounting.
The amount of arrangement consideration that is allocated to a unit of
accounting that has already been delivered is limited to the amount
that is not contingent upon the delivery of another separate unit of
accounting. After the arrangement consideration has been allocated to
each separate unit of accounting, management applies the appropriate
revenue recognition method for each separate unit of accounting as
described previously based on the nature of the arrangement. All
deliverables that do not meet the separation criteria of EITF No. 00-21
are combined into one unit of accounting, and the appropriate revenue
recognition method is applied.
Cost of Goods Sold
Cost of Goods Sold include all direct equipment, amortization,
material, shipping costs and those indirect costs related to contract
performance, such as indirect labor. Selling, general and
25
US Highland, Inc.
Notes to Financial Statements
For The Years Ended December 31, 2010 and 2009
Note 1 - Summary of Significant Accounting Policies (continued)
administrative costs are charged to expenses as incurred. Changes in
contract performance, contract conditions, and estimated profitability
that may result in revisions to costs and income that are recognized in
the period in which the revisions are determined.
Basis of Presentation
In the opinion of management, the accompanying balance sheets and
related interim statements of income, cash flows, and stockholders'
equity include all adjustments, consisting only of normal recurring
items, necessary for their fair presentation in conformity with
accounting principles generally accepted in the United States of
America ("U.S. GAAP"). Preparing financial statements requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenue, and expenses. Actual results
and outcomes may differ significantly from management's estimates and
assumptions.
Interim results are not necessarily indicative of results for a full
year. The information included in this Form 10-Q should be read in
conjunction with information included in the Form 10-K.
Advertising
The Company expenses advertising costs as incurred. Such costs totaled
approximately $4,400 and $0 for 2010 and 2009, respectively.
Stock-Based Compensation:
The Company accounts for stock-based compensation in accordance with
ASC 718, "Compensation-Stock Compensation". ASC 718 requires companies
to measure the cost of employee services received in exchange for an
award of equity instruments, including stock options, based on the
grant-date fair value of the award and to recognize it as compensation
expense over the period the employee is required to provide service in
exchange for the award, usually the vesting period.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements and the reported revenues and
expenses during the reporting period. Actual results could differ
significantly from those estimates.
Long-Lived Assets
Equipment is stated at cost and depreciated, using the straight line
method, over a useful life of 7 years. Depreciation expense was $16,198
and $5,168 for 2010 and 2009 respectively.
Expenditures for maintenance and repairs are charged to operating
expenses as incurred. When equipment is retired or otherwise disposed
of, the cost of the asset and the related accumulated depreciation are
removed from the accounts with the resulting gain or loss being
reflected in results of operations.
26
US Highland, Inc.
Notes to Financial Statements
For The Years Ended December 31, 2010 and 2009
Note 1 - Summary of Significant Accounting Policies (continued)
Management assesses the recoverability of equipment and intangible
assets whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable from its future
undiscounted cash flows. If it is determined that impairment has
occurred, an impairment loss is recognized for the amount by which the
carrying amount of the asset exceeds its estimated fair value.
New Accounting Standards
Recent Accounting Pronouncements
In August 2010, the FASB issued Accounting Standards Update No. 2010-
22, "Accounting for Various Topics". ASU 2010-22 addresses technical
corrections to various SEC paragraphs. The Company is currently
evaluating the effect that ASU 2010-22 will have on its financial
statements.
In August 2010, the FASB issued Accounting Standards Update No. 2010-
21, "Accounting for Technical Amendments to Various SEC Rules and
Schedules. ASU 2010-21 amends various SEC paragraphs pursuant to the
issuance of Release No. 33-9026: Technical Amendments to Rules, Forms,
Schedules and Codification of Financial Reporting Policies. The Company
is currently evaluating the effect that ASU 2010-21 will have on its
financial statements.
In January 2010, the FASB issued Accounting Standards Update No. 2010-
06, "Fair Value Measurements and Disclosures (Topic 820) as an update
to the April 2009 FASB issued FSP No. FAS 157-4, "Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability
Have Significantly Decreased and Identifying Transactions That Are Not
Orderly" ("FSP FAS 157-4"). FSP FAS 157-4 provides guidance on
estimating fair value when market activity has decreased and on
identifying transactions that are not orderly. Additionally, entities
are required to disclose in interim and annual periods the inputs and
valuation techniques used to measure fair value. This FSP is effective
for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of ASU No. 2010-06 or FSP FAS 157-4 will
have a material impact on its financial condition or results of
operation.
In January 2010, the FASB issued Accounting Standards Update No. 2010-
05, "Compensation - Stock Compensation (Topic 718)". ASU 2010-05
addresses escrowed share arrangements and the presumption of
compensation. The Company does not have escrowed share arrangements and
therefore does not expect the adoption of ASU 2010-05 to have a
material effect on our financial statements.
In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers
of Financial Assets, an Amendment of FASB Statement No. 140" ("SFAS No.
166"). SFAS No. 166 amends SFAS No. 140 "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." SFAS
No. 166 improves the comparability of information that a reporting
27
US Highland, Inc.
Notes to Financial Statements
For The Years Ended December 31, 2010 and 2009
Note 1 - Summary of Significant Accounting Policies (continued)
entity provides regarding transfers of financial assets and the effects
on its financial statements. SFAS No. 166 is effective for interim and
annual reporting periods ending after November 15, 2009.
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting
Standards Codification (tm) and the Hierarchy of Generally Accepted
Accounting Principles a Replacement of FASB Statement No. 162" ("SFAS
No. 168"). SFAS No. 168 replaces SFAS No. 162, "The Hierarchy of
Generally Accepted Accounting Principles" as the source of
authoritative accounting principles recognized by the FASB to be
applied by non-governmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles.
SFAS No. 168 is effective for interim and annual reporting periods
ending after September 15, 2009. On September 30, 2009, the Company
adopted SFAS No. 168, which has no effect on the Company's financial
statements as it is for disclosure purposes only.
In May 2009, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 165,
Subsequent Events, which establishes general standards of accounting
for and disclosures of events that occur after the balance sheet date
but before the financial statements are issued or are available to be
issued. It requires the disclosure of the date through which an entity
has evaluated subsequent events. SFAS No. 165 is effective for interim
and annual reporting periods ending after June 15, 2009. We have
adopted the new disclosure requirements in our financial statements and
do not expect it to have a material effect on our financial statements.
Reclassification
Certain reclassifications may have been made in prior years' financial
statements to conform to classifications used in the current year.
Note 2 - Going Concern and Management's Plan
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of
America, which contemplates continuation of the Company as a going
concern.
The Company incurred a net loss of $2,298,439 in 2010 which increased
the accumulated deficit to $2,251,340 at December 31, 2010. This
raises substantial doubt about the Company's ability to continue as a
going concern. Management believes that adequate funding will be
available to the Company to support its operations through continuing
investments of equity by qualified investors, internally generated
working capital and monetization of intellectual property assets.
28
US Highland, Inc.
Notes to Financial Statements
For The Years Ended December 31, 2010 and 2009
Note 2 - Going Concern and Management's Plan - Continued
The Company is currently completing the process for establishing a new
board of directors and hiring new management group to overcome the set
back caused by the tragic death of three members of its management team
in July 2010. The new management group has plans to raise additional
capital through the sale of Company stock and seeking loans from other
sources, both within and without the Company.
Note 3 - Long-term Debt
At December 31, 2010 and 2009, long-term debt was comprised of the
following:
2010 2009
---- ----
Installment note payable to Security Bank,
due $877 monthly, including interest at
6.8%, maturing September 1, 2013 $ 27,047 $ 34,707
Less estimated current maturities 9,000 8,400
-------- --------
$ 18,047 $ 26,307
The estimated current maturities for the three years subsequent to
December 31, 2010 were
2011 $ 9,000
2012 9,600
2013 8,447
Note 4 - Other Commitments and Contingencies
Lease Agreement
Current manufacturing operations and management facilities month to
month lease expense is $8,500 monthly.
Note 5 - Significant Cash and/or Stock Based Acquisitions of Assets
In three separate transactions involving cash and/or stock:
On March 5, 2010 the Company acquired $400,000 in finished goods
inventory from RSGA International, Inc., in a transaction in which the
Company exchanged $60,000 cash and 100,000 shares of its common stock.
The fair market value of the inventory was determined based on the cost
of finished goods inventory at the time of the transaction.
On March 31, 2010 the Company acquired $1 million of components and
finished goods inventory from ATK of Oklahoma, Inc. in a transaction in
which the Company exchanged $171,770 in cash and 207,507 shares of its
common stock. The fair market value of the components and finished
goods inventory was determined based on the cost of the components and
finished goods inventory at the time of the transaction.
The Company acquired intellectual property from the Highland Group AB,
the Swedish company which caused US Highland, Inc.
29
US Highland, Inc.
Notes to Financial Statements
For The Years Ended December 31, 2010 and 2009
Note 5 - Significant Cash and/or Stock Based Acquisitions of Assets
(continued)
March 31, 2010 transaction with no compensation at time of acquisition
with agreement that a future compensation would be mutually agreed upon
based on a twelve month implementation technology
Acquisition value was management's opinion of salable forward looking
value of intellectual property rights to be formed and from which US
Highland, Inc. acquired assets, its brand name, and the US Highland
product line). US Highland has decreased the inventory value of assets
from their earlier valuation due to the decreased fair market value
created by the 2010 distressed economy and its effect upon the
company's true sale value of these assets.
Note 6 - Subsequent Event
The Company has evaluated subsequent events through the date of this
filing.
With the loss of The Company's three key executives in July 2010 plane
crash The Company was forced to slow down the manufacturing of products
launch. Additional key management team along with additional capital
will be procured before moving forward in full product manufacturing
launch in 2011.
30
ITEM 9. CONTROLS AND PROCEDURES
Bengt Andersson, chairman of the board, who was chief executive officer
and chief financial officer during this reporting period, has concluded
that the disclosure controls and procedures were not effective as of
December 31, 2010. These controls are meant to ensure that information
required to be disclosed by the issuer in the reports that it files or
submits under the Act is recorded, processed, summarized and reported,
within the time periods specified in the Commission's rules and forms
and to ensure that information required to be disclosed by an issuer in
the reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal
executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding
required disclosure.
The registrant had not filed its SEC filings since the third quarter of
2010. Management has only recently prepared and filed the required SEC
reports. Management intends to implement internal controls to ensure
that similar situations do not occur in the future and that required
SEC filings will be timely.
Management's Annual Report on Internal Control over Financial
Reporting:
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control over
financial reporting is the process designed under the supervision of
Bengt Andersson, chairman of the board, who was chief executive officer
and chief financial officer, or the persons performing similar
functions, to provide reasonable assurance regarding the reliability of
our financial reporting and the preparation of our financial statements
for external reporting in accordance with accounting principles
generally accepted in the United States of America. Mr. Hogue has
evaluated the effectiveness of our internal control over financial
reporting using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control -
Integrated Framework.
Mr. Andersson assessed the effectiveness of our internal control over
financial reporting as of December 31, 2010, and concluded that it is
not effective for the reasons discussed above.
This annual report does not include an attestation report of the
registrant's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the registrant's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission
that permit the registrant to provide only management's report in this
annual report.
Evaluation of Changes in Internal Control over Financial Reporting:
Bengt Andersson, chairman of the board, who was chief executive officer
and chief financial officer, has evaluated changes in our internal
controls over financial reporting that occurred during the year ended
December 31, 2010. Based on that evaluation, Mr. Andersson, or those
persons performing similar functions, did not identify any change in
our internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
31
Important Considerations:
The effectiveness of our disclosure controls and procedures and our
internal control over financial reporting is subject to various
inherent limitations, including cost limitations, judgments used in
decision making, assumptions about the likelihood of future events, the
soundness of our systems, the possibility of human error, and the risk
of fraud. Moreover, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become
inadequate because of changes in conditions and the risk that the
degree of compliance with policies or procedures may deteriorate over
time. Because of these limitations, there can be no assurance that any
system of disclosure controls and procedures or internal control over
financial reporting will be successful in preventing all errors or
fraud or in making all material information known in a timely manner to
the appropriate levels of management.
ITEM 9A. OTHER INFORMATION
None
32
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our executive officers and directors and their business experience
follows:
Name and Age Position Term
Bengt Andersson, 65 Chairman January 2010 to present
CEO and CFO December 2010
Resumes of Sole Director and Officer
Mr. Bengt Andersson ? Chairman, CEO and CFO
-------------------------------------------
Mr. Bengt Andersson is the former CEO of Husqvarna, a multi-national
publicly traded conglomerate based in, producing premium products
including utility vehicles, tractors, chainsaws, lawn mowers, pressure
washers, and much more. During his tenure at Husqvarna, Mr. Andersson
is credited with the turnaround of Husqvarna and the implementation of
such venerable motorcycles as the 610 four stroke and an international
race-winning platform.
Below is a summary of Mr. Andersson's experience:
1980 - 1986 Executive VP Electrolux Motor
(1985 - 1987) President Husqvarna Motorcyklar AB
1987 - 1990 President Electrolux Outdoor Products
in North America
1991 - 2001 President Husqvarna AB (Sweden)
2002 - 2006 Executive VP AB Electrolux
2006 - 2008 CEO and President Husqvarna AB
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, as amended,
an officer, director, or greater-than-10% shareholder of the registrant
must file a Form 4 reporting the acquisition or disposition of
registrant's equity securities with the Securities and Exchange
Commission no later than the end of the second business day after the
day the transaction occurred unless certain exceptions apply.
Transactions not reported on Form 4 must be reported on Form 5 within
45 days after the end of the registrant's fiscal year. Such persons
must also file initial reports of ownership on Form 3 upon becoming an
officer, director, or greater-than-10% shareholder. To our knowledge,
based solely on a review of the copies of these reports furnished to
it, the officers, directors, and greater than 10% beneficial owners
complied with all applicable Section 16(a) filing requirements during
2010.
33
Code of Ethics Policy
We have adopted a code of ethics as of November 11, 2006 that applies
to our principal executive officer, principal financial officer and
principal accounting officer as well as our employees. Our standards
are in writing. Our complete Code of Ethics has been incorporated by
reference to Exhibit 14 of the Company's report on Form SB-2 which was
filed with the SEC on December 26, 2006. A copy of our code of ethics
is available to any person without charge, upon request. Requests can
be made by sending a self-addressed stamped envelope to the registrant.
The following is a summation of the key points of the Code of Ethics we
adopted:
- Honest and ethical conduct, including ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
- Full, fair, accurate, timely, and understandable disclosure
reports and documents that a small business issuer files with, or
submits to, the Commission and in other public communications made by
our company;
- Full compliance with applicable government laws, rules and
regulations;
- The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and
- Accountability for adherence to the code.
Corporate Governance
There have been no changes in any state law or other procedures by
which security holders may recommend nominees to our board of
directors. In addition to having no nominating committee for this
purpose, we currently have no specific audit committee and no audit
committee financial expert. Based on the fact that our current
business affairs are simple, any such committees are excessive and
beyond the scope of our business and needs.
Audit Committee
We do not have an audit committee that is comprised of any independent
director. As a company with less than $1,000,000 in revenue we rely on
our chief financial officer for our audit committee financial expert as
defined in Item 407(d)(5) of Regulation S-K promulgated under the
Securities Act. Our sole director acts as our audit committee. The
board has determined that the relationship of Bengt Andersson as both
our company CEO, CFO and our audit committee financial expert is not
detrimental to the registrant.
Indemnification
The registrant shall indemnify to the fullest extent permitted by, and
in the manner permissible under the laws of the State of Oklahoma, any
person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that he is or was a director or officer of the
registrant, or served any other enterprise as director, officer or
employee at the request of the registrant. The board of directors, in
its discretion, shall have the power on behalf of the registrant to
indemnify any person, other than a director or officer, made a party to
any action, suit or proceeding by reason of the fact that he/she is or
was an employee of the registrant.
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Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the
registrant, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceedings) is asserted by
such director, officer, or controlling person in connection with any
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issues.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE REGISTRANT FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS
THEREFORE UNENFORCEABLE.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation of our chief executive officer and chief
financial officer and the most highly compensated employees and/or
executive officers who served at the end of the fiscal years December
31, 2009 and 2010, and whose salary and bonus exceeded $100,000 for the
fiscal years ended December 31, 2009 and 2010, for services rendered in
all capacities to us.
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
Other Securities All
Name Annual Restricted Underlying LTIP Other
and Compen- Stock Options/ Pay- Compen-
Principal Salary Bonus sation Awards SARs Outs sation
Position Year ($) ($) ($) ($) (#) ($) ($)
Bengt Andersson 2010 - - - - - - -
CEO, CFO 2009 n/a n/a n/a n/a n/a n/a n/a
DIRECTOR COMPENSATION
The registrant does not compensate its directors for their services as
such. The registrant reimburses the directors for their reasonable
out-of pocket expenses for attending meetings of the board of
directors.
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
The following tabulates holdings of shares of the registrant by each
person who, subject to the above, holds of record or is known by
management to own beneficially more than 5.0% of the common shares and,
in addition, by all directors and officers of the registrant
35
individually and as a group. Each named beneficial owner has sole
voting and investment power with respect to the shares set forth
opposite his name.
The common shareholdings as of September 9, 2011 are shown below:
Number of
Name and Address Common Shares Percentage
---------------- ------------- ----------
Lemon Tree Financial Group, LLC 3,219,300 15.0%
610 West Needles
Bixby, OK 74008
Boris Claesson 1,311,421 6.1%
Isberga Sateri
SMALANDSSTENAR 333 91
Sweden
Ingemar Brorsson 1,171,725 5.4%
Sallstorp 1
ULLARED 310 60
Sweden
Malfors Promote 1,529,364 7.1%
PL 16, Skarpoborg
Vaxholm SE 185 91
Sweden
Bengt Andersson 294,713 1.1%
Salita delle Ginestre
6900 Lugano
Switzerland
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Director Independence
The registrant's board of directors consists of the above disclosed
individual. Mr. Andersson is not independent as such term is defined by
a national securities exchange or an inter-dealer quotation system.
During the fiscal year ended December 31, 2010, there were no
transactions with related persons other than as described in the section
above entitled "Item 11. Executive Compensation".
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fees. We incurred aggregate fees and expenses of approximately
$15,000 from Hood Sutton Robinson & Freeman CPAS., P.C. for the 2010
fiscal year. Such fees included work completed for our annual audits
and for the review of our financial statements included in our Forms
10-Q.
Tax Fees. We incurred aggregate tax fees and expenses of
approximately $2,000 from Hood, Sutton Robinson & Freeman CPAs P.C. for
the 2010 fiscal year for professional services rendered for tax
compliance, tax advice, and tax planning.
All Other Fees. We did not incur any other fees from Hood Sutton
Robinson & CPAs., P.C. during fiscal 2010.
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The board of directors, acting as the Audit Committee considered
whether, and determined that, the auditor's provision of non-audit
services was compatible with maintaining the auditor's independence.
All of the services described above for fiscal years 2010 and 2009 were
approved by the board of directors pursuant to its policies and
procedures. We intend to continue using Hood Sutton Robinson & Freeman
CPAs P.C. solely for audit and audit-related services, tax consultation
and tax compliance services, and, as needed, for due diligence in
acquisitions.
37
Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) (1) List of
Financial statements included in Part II hereof
Balance Sheet, December 31, 2010 and 2009
Statement of Operations for the year ended December 31, 2010 and
2009
Statement of Stockholders' Equity for the year ended December 31,
2010 and 2009
Statement of Cash Flows for the year ended December 31, 2010
Notes to the Financial Statements
(a)(2) List of Financial Statement
schedules included in Part IV hereof: None.
(a)(3) Exhibits The following of exhibits are filed with this report:
(31) 302 certification
(32) 906 certification
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned duly authorized
person.
Date: September 9, 2011
US Highland, Inc.
/s/Bengt Andersson
------------------------------
By: Bengt Andersson, President
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
/s/Bengt Andersson CEO/Principal Financial September 9, 2011
------------------- Officer/Director
Bengt Andersso
