UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
US Highland, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
411164R 106
(CUSIP Number)
Jody M. Walker, Attorney At Law
7841 South Garfield Way
Centennial, CO 80122
(303) 850-7637
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 29, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13 D,
and is filing this schedule because of Section 240.13d-1(e), 240.13d-
1(f) or 240.13d-1(g), check the following box [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See section
240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment continuing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to all
other provisions of the Act.
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SCHEDULE 13D
CUSIP No. 411164R 106
1. Names of Reporting Persons.
Lemontree Financial Group, LLC
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2. Check the Appropriate Box if a member of a Group
(a)
(b)X
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3. SEC USE ONLY
- ----------------------------------------------------------------------
4. Source of Funds
OO
- ----------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
Oklahoma
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Number of | 7. Sole Voting Power
Shares | 8. Shared Voting Power 6,650,000
(post 7 for 1 forward split)
Beneficially | 9. Sole Dispositive Power
Owned by Each | 10. Shared Dispositive Power 6,650,000
Reporting | (post 7 for 1 forward split)
Person With | (See Item 5)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,650,000 (See Item 5)
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
- -----------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
58.02%
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14. Type of Reporting Person
CO
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SCHEDULE 13D
CUSIP No. 411164R 106
1. Names of Reporting Persons.
Chase Bales
- ----------------------------------------------------------------------
2. Check the Appropriate Box if a member of a Group
(a)
(b)X
- ----------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------
4. Source of Funds
OO
- ----------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e)
- ----------------------------------------------------------------------
6. Citizenship or Place of Organization
- ----------------------------------------------------------------------
Number of | 7. Sole Voting Power
Shares | 8. Shared Voting Power 6,650,000
(post 7 for 1 forward split)
Beneficially | 9. Sole Dispositive Power
Owned by Each | 10. Shared Dispositive Power 6,650,000
Reporting | (post 7 for 1 forward split)
Person With | (See Item 5)
- -----------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
6,650,000 (See Item 5)
----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
- -----------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
58.02%
- -----------------------------------------------------------------------
14. Type of Reporting Person
IN
- -----------------------------------------------------------------------
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CUSIP No. 411164R 106
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.001 of US
Highland, Inc., an Oklahoma corporation. The principal office of the
Issuer is located at 8722 South Peoria, Jenks, OK 74132.
ITEM 2. IDENTITY AND BACKGROUND.
(a-c)(f) This statement is filed pursuant to Rule 13d-1 under the
Securities Exchange Act of 1934, as amended, by Chase Bales. Mr. Bales
is a natural person, a citizen of the United States and his principal
occupation is the chief operating officer, president and director of US
Highland, Inc., an Oklahoma corporation with a business address of 8722
South Peoria, Jenks, OK 74132. Mr. Bales is the manager of Lemontree
and may be deemed to have a shared voting control and investment
discretion over securities owned by Lemontree. The foregoing should
not be construed in and of itself as an admission by Mr. Bales as to
beneficial ownership of the securities owned by Lemontree. Lemontree
and Mr. Bales will be collectively referred to as the reporting persons
("Reporting Persons") in this Schedule 13D.
(d) During the last five years, none of the reporting persons have
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, none of the reporting persons have
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In contemplation of a merger with U.S. Highland, Inc., an Oklahoma
corporation, the Issuer entered into an Asset Purchase Agreement with
Shane Harwell, an former officer and director of the Registrant.
Pursuant to the Asset Purchase Agreement dated December 21, 2009, the
Issuer sold all rights, title and interest to the Purchased Assets to
Mr. Harwell for the consideration of 950,000 common shares of the
Issuer. 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.
The common shares were assigned to the reporting persons valued at
$.001 per common share
ITEM 4. PURPOSE OF TRANSACTION.
(a) The Reporting Persons are holding the shares of the Issuer for
investment purposes but may transfer or sell the shares as necessary.
The Reporting Persons have no other present intent to take any action
that would result in:
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any subsidiary
thereof;
(c) a sale or transfer of a material amount of assets of the Issuer
or any subsidiary thereof;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws, or instruments
corresponding thereto, or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
on NASDAQ;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Persons will continue to
review his investment in the Issuer and reserves the right to change
his intentions with respect to any or all of such matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this filing, Lemontree beneficially owns
3,219,300 shares of the Issuer's common stock, representing 15.00% of
the class. As of the date of this filing, Mr. Bales beneficially owns
5,333,641 shares of the Issuer's common stock, representing 46.53% of
the class.
(b) Lemontree may be deemed to hold shared power to vote and to
dispose of 3,219,300 shares of the Issuer's Common Stock described in
(a) above. Mr. Bales has the sole power to vote and dispose of
2,114,341 shares of the Issuer's common stock held by him. Mr. Bales
may be deemed to hold shared power to vote and to dispose of 3,219,300
shares of the Issuer's Common Stock described in (a) above. The
foregoing should not be construed in and of itself as an admission by
Mr. Bales as to beneficial ownership of the securities owned by
Lemontree.
(c) Transactions in the Issuer's Common Stock during the past 60
days: Schedule A annexed lists all transactions in the Issuer's common
Stock during the past 60 days by the Reporting Persons.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, shares beneficially owned by the Reporting Persons.
(e) The Reporting Persons continue to be the beneficial owner of more
than five percent of the outstanding common stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement, dated as of March 13, 2010, by and
between Lemontree Financial Group, LLC and Chase Bales.
SIGNATURES
After reasonable inquiry and the best of my knowledge and belief, we
certify that the information set forth in this statement is true,
complete and correct.
Date: March 13, 2010
Lemontree Financial Group, LLC
By: /s/Chase Bales
---------------------
Chase Bales, Manager
/s/Chase Bales
- --------------------------
Chase Bales
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Schedule A
Date of Transaction Quantity Purchased/(Sold) Price Per Share
- ------------------- ---------------------- ---------------
<s> <c> <c>
Lemontree
January 20, 2010 (3,430,700) $.001
Chase Bales
January 20, 2010 385,342 $.001
January 25, 2010 1,728,999 *
*received pursuant to the merger of U.S. Highland, Inc. into US Highland, Inc.
(formerly Harcom Productions, Inc.)