cruzani

CRUZANI Begins Product Development with Cannabis Derivatives for Edible and Infusion Markets

ATLANTA, Oct. 09, 2018 (GLOBE NEWSWIRE) — CRUZANI, Inc. (OTC Markets: CZNI) is a global business development company focused on creating and acquiring franchise concepts, along with peripheral food-related businesses throughout the United States, Canada and international markets. Within its portfolio, it has two Canada-based subsidiaries that will benefit from that country’s changing cannabis legislation.

It is expected that on October 17, 2018, Canada will enter a new landscape as the recreational use of marijuana becomes legal. In addition to the traditional form of consumption of cannabis for recreational purposes via smoking, related products that are cannabis derivatives, including edible cannabis products and CBD-infused products, are expected to generate substantial interest among consumers seeking access to legal versions of these products in both the recreational or medicinal markets.

Through its Canadian subsidiaries, the Company is well-positioned to pursue market opportunities related to the sale of edible and CBD-infused products that Canada’s cannabis legalization would bring. CRUZANI’s wholesale baking operation (www.OventaFoods.com) has the expertise and capacity to supply edibles to retailers, once it becomes permitted by law. Additionally, CRUZANI’s Recipe Food Co. operation (www.RecipeFoodCo.com) has the expertise to fine-tune suitable offerings for consumers at the restaurant and consumer retail levels. CRUZANI’s Canadian subsidiaries have been developing retail-ready products that can, upon legalization of cannabis, switch reliably to retail cannabis products when the law permits.

CRUZANI’s CEO, Everett Dickson, commented: “We are well aware of the possibilities presented by the expected legalization of Cannabis in Canada, and we have begun planning for this potential new market. It is vital that we participate only to the extent that we are total compliance with all applicable regulations. We have not previously emphasized our ability to benefit from cannabis market developments so as to not lose sight of our exciting plans for the vast traditional food products sector and related opportunities. Nevertheless, we are also focusing on the unique opportunity that the Canada cannabis market might present, as well as other areas where the Company’s capabilities may be applied.” Mr. Dickson can be followed on Twitter via https://twitter.com/CruzaniCEO

About CRUZANI, Inc.

CRUZANI Inc., formerly US Highland, Inc., is a franchise development company that builds and acquires popular franchise concepts, and other food related businesses, throughout the United States and International markets. Our management team selects up and coming concepts with substantial growth potential. We bring fresh innovative brands to consumers that have great potential. All of our brands are unique in nature by focusing on niche markets with untapped potential for development. CRUZANI maintains social media accounts for the purposes of SEC Fair Disclosure at www.CRUZANI.com/Cruzani-CEO-Bloghttps://twitter.com/CruzaniCEO and https://www.facebook.com/Cruzani-2216678448562308

Safe Harbor Statement

This communication contains statements that may constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of US Highland, Inc. and members of its management as well as the assumptions on which such statements are based.

Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully, and the ability to complete before-mentioned transactions.

The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

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CRUZANI QSR Design Phase Begins – Quick Service Restaurant Operation Can Deliver Multiplier for CRUZANI

We have previously spoken to shareholders in general terms about having QSR ambitions.  Now I can report to shareholders that our QSR plans are being formalized into specifics. A lot is being done behind the scenes.

Through strategic planning we determined the sequence of events necessary for its QSR (Quick Service Restaurant) ambitions to be realized, and have set a timeline.  It is CRUZANI’s intention to have a prototype QSR operation in place within Q1 2019.    Progress and milestones will be reported to CRUZANI shareholders during implementation.

The purpose of CRUZANI’s QSR initiative is to multiply shareholder value. The expansion will be accomplished by purchasing operating restaurants, with similar menus, adapting and rebranding them. Initially, the locations will be corporate owned. Once a solid foot print is established, we will begin franchise operations. Franchisable QSR operations have been shown in the industry to create higher corporate valuation for shareholders early in the expansion cycle.

The CRUZANI QSR initiative is being led by CRUZANI’s subsidiary Recipe Food Co. www.RecipeFoodCo.com of Toronto, and its head Dee Gibson, drawing upon external industry expertise as required.  CRUZANI’s commitment to a formal development plan delivers shareholders an outcome that reflects industry best practices and the latest thinking about QSR market drivers. The key elements of CRUZANI’s QSR formal development plan include concept development of our food and beverage offering, roll-out pro-forma, developing a reproducible lease structure, design of physical elements, construction, project management, facility assessment against the plan, equipment procurement, staff placement, job descriptions, manuals, policies and procedures. Many of these elements, including the acquisition of our liquor license, are completed or well underway.

CRUZANI is also keeping a close eye on the legislative changes in the Canadian market which would open new market segments for CBD infused beverages and edibles.

We are excited about our progress.   It’s happening and it’s exciting.  You will hear more from us soon, with more detail.

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Finding the Right Equation in QSR Design – 1st CRUZANI Recipe Food Co Location as Prototype Lab

Dee Gibson, Founder of CRUZANI Recipe Food Co. subsidiary, www.RecipeFoodCo.com and its product developer, has terrific R & D instincts.  Dee is already giving a lot of thought to CRUZANI QSR (Quick Service Restaurant) concepts from the perspective of both the food itself and operations.  She is talented in producing diverse offerings as “Pop Up Counter” assortments from time to time. They generate impromptu feedback from paying Recipe Food Co. restaurant guests. This approach provides quick learning for Dee about which dishes move the fastest and which price points work best. All of this contributes strategic insights to CRUZANI QSR planning.

The collage below shows a variety of such offerings.  Some are basic, others elaborate.  The point is to establish what works best in order to strike the right balance between recipe innovation, quality, value and consumer demand. Not every business is paid by its customers to generate research results!

A key contribution of Dee to CRUZANI’s QSR ambitions is her catering expertise.  Delivering large quantities of food, in often challenging circumstances, is no laughing matter.  Dee’s track record includes assignments for discerning corporate clients and public figures.   A few days ago, for example, the growing e-commerce organization Shopify entrusted CRUZANI Recipe Food Co. to handle a special celebratory event in the restaurant for 36 of their team members in town for a special assignment, from coast-to-coast.  The first hand-written “thank you card” from a participant, has already arrived, complete with hand-drawn hearts.

CRUZANI Recipe Food Co.’s first location, 696 Queen Street West in downtown Toronto, is on a 5-hour lunch schedule until the liquor license is granted and final staffing arrangements are made. We are excited about our fine new visiting chef, who will be with us for several months starting next week.  He will be introduced later.  For the week of October 2 – 9, 2018 this location will not be open to the public as preparations along these lines are made, including our special focus on semi-catered (take-away & delivered)  Canadian Thanksgiving meals toward the end of the week.

Bottom line: There’s a terrific acceleration of fundamental corporate value occurring now for CRUZANI shareholders. CRUZANI is implementing its business plan.  All of us in the CRUZANI organization are proud of what we are achieving for the company at this important stage in lift-off.  What this really means is that we are proud of what we are accomplishing for you, our shareholders.

Dee Gibson, founder CRUZANI Recipe Food Co., 
Subsidiary of CRUZANI Inc., (OTC: CZNI)

 

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CRUZANI Oventa Foods – Production Photo Series

We will post photos from time to time that show production using equipment that was recently acquired by CRUZANI via its subsidiary www.OventaFoods.com.

In this recent photo below, we see one of our bread slicing machines being set up in preparation for a run of private label bread.  Confidentiality protocols prevent us from disclosing the names of our private label customers, but these customers include respected supermarkets and food service organizations.

In future, there will be greater opportunity for CRUZANI Oventa Foods to launch its own branded product lines. This will boost revenue potential by broadening our market penetration into additional distribution channels.  We intend to reach the point that our shareholders will be able to buy our delicious consumer foods products at a retailer close to home, from coast-to-coast. We have many product launch possibilities including creative new snack brand concepts.  In the meantime, we will be preparing for a new round of facility certifications that are needed to expand the scope of our private label business.

CRUZANI has taken an enormous step forward Q2 2018 with the acquisition of this valuable (and sophisticated) commercial production equipment. The combination of our equipment portfolio and our use of nearly 40,000 sq.ft. purpose-built commercial baking facilities catapults CRUZANI into dynamic business operations, according to its business plan, and as set out in our SEC filings.

 

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CRUZANI Toronto shareholders can now buy our products!

Happy Canadian Thanksgiving to our Toronto shareholders, coming soon.  Our CRUZANI Recipe Food Co location in Toronto can arrange delivery to you of your super healthy gourmet Thanksgiving dinner if you order by Wednesday October 3rd.  See details in the menu below.  Minimum group of 8 people for each order, so get your friends and family together.  You now have the best possible reason.  YOUR company is preparing the meal for them.

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Getting it Done

Commercial baking requires a variety of production equipment to create diverse food products.  CRUZANI now operates commercial baking through its www.OventaFoods.com subsidiary.  Oventa Foods has a wide range of high capacity equipment that will be more fully utilized as the new business plan ramps up in coming months, and new 3rd party process-certifications are put into place.  These are needed to meet the needs of the largest commercial accounts. Our equipment is valuable and is situated in a large purpose-built facility.  These assets are key to implementing our business plan as set out in our filings. These assets are an excellent foundation for CRUZANI’s growth in a huge sector.

In the picture below, the head of CRUZANI’s Oventa Foods subsidiary, Mario Parravano, is orienting a staff member to the operation of equipment for a custom rush order being processed.  The equipment needed adjustment for wrapping of private label products, and Mario is supervising the adjustment, “hands on”, to ensure high quality.

 

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Introductory Remarks by Everett Dickson, CEO

To those who have an interest in learning more about Cruzani and our vision, we offer up this blog.

As with every other form of communication in the public market space, there are limitations to what can be discussed in this forum, however, the intention here is to explain, in more detail, our goals and objectives plainly and directly.

Our two main objectives are:

1) Continue to grow our asset base, increase revenue and strengthen the balance sheet with the as minimal dilution as possible.

2) Position the company to up list onto a higher exchange small cap tier sometime next year.

I will expand on these stated objectives in more detail in future posts when it appropriate.

We would also like to provide meaningful dialogue and information to any investors unfamiliar with operating a public company at this level.

First, to grow Oventa Foods Inc. requires a capital investment. As was previously disclosed in the exhibit to our 8k, when the Oventa acquisition was completed, we anticipate that it will cost approximately $3 million to fully recognize the $15-$25 million revenue capacity of the facility. As an offset to this investment, and to protect our shareholders, and increase our value, we gain title to nearly $7 million in hard equipment assets and an additional security lien on a building valued at $8.5 million.

Secondly Recipe Food Co. and the re branded TruFood Provision Co, will require smaller amounts of capital for growth and we can stage their growth more slowly as the market cap will bear.

I would like to now provide some dialogue related to funding at this stage in the company’s development:

We basically have two forms of funding available to us, debt (convertible…ie mostly toxic) and equity (using our own securities).

For any readers unfamiliar with convertible debt funding I’ll break it down as follows; A note is issued to the company using our stock as a guarantee. Most of these forms of debt instruments have expensive repayment provisions which can cost between 20% to 40% in the first six months of the note. If the note isn’t repaid within that time frame, the lender then has the right to convert these shares at a discount to the market price that is commonly between 35% and 60%. Such conversions often create a downward spiral effect since the note holder always has a cost basis lower than the current market price. In This senerio, the company has no control over how or when the shares are sold. Additionally, this type of financing creates a huge derivative liability. This type of liability is an inhibitor to up listing. Simply put, convertible debt is not a viable option to consider for a company looking to establish and cultivate strong shareholder value.

That leaves us with the two basic types of equity based lending as far friendlier options; Regulation A or S1.

We chose the S1 over the Reg A because it can be variable priced and because it is far less expensive.

With the Reg A, if the stock price varies more than 20%, PubCo’s then have to re file it. That is a time consuming and expensive process. In addition, the standard discount to market expected by Reg A  funding sources is 30 to 35%. In addition, we would have to drop back to alternative reporting status.

The company was able to obtain an S1 financing commitment with a built in 15% discount to market. This is a very reasonable capital cost. There are a couple of rules however; the stock must trade above 1 cent per share and the company must be OTCQB certified. These qualifications are why a reverse split was mentioned in the S1 filing. Another major advantage, to an S1 in addition to cost, is that the company controls the dilution giving us the option to draw on the S1 or not. There are also anti short selling provisions in agreement with the counterparty.

I can sincerely say that I hope a reverse won’t be necessary to meet the requirements of the S1. We have nearly $7 million in hard assets and are approaching $2 million in per annum revenues, and yet our market cap is less than $1 million. Given our current vastly undervalued conditions, we had no choice but to build in a reverse split back up plan into our S1 to assure we can meet our stated 2019 targets.

With that said however, we have definitely NOT filed for a reverse split. Filing for a reverse is a process that requires two notification periods and FINRA approval. Generally, it takes at least 40 days to file for and complete a reverse, and we can amend the S1 at any time before it’s ever deemed effective, and eliminate or lesson the ratio of the reverse, if needed.

Candidly speaking, it takes capital to grow a business as I know everyone is aware. What should be looked at right now is, are we obtaining the most efficient funding that is the least impactful, and are we offsetting the dilution by spending wisely and increasing shareholder value.

It is my sincere hope that this blog will become a useful tool in helping our shareholders and supporters understand some of the steps we take to achieve the goals.

Everett Dickson

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Thank you Shopify.com! CRUZANI/Recipe Location Honored with Corporate Event

CRUZANI shareholders (OTC:UHLN) can be proud that internet shopping organization Shopify.com (NYSE:SHOP) entrusted our new Toronto hospitality restaurant partner, Recipe Food Co., to host a terrific corporate function – just completed.  Shopify brought a number of their most creative North American R&D personnel to converge in Toronto for for their “Camp RnD” working event.  CRUZANI/Recipe Food Co. founder Dee Gibson was given the mandate to organize the concluding celebratory dinner in our Queen Street West prototype facility a few days ago for 36 of the attendees!  It’s all done and was enjoyed by all.

Our culture of health conscious food was a terrific fit.  Recipe Food Co.’s  mandate of no wheat or refined sugar was not missed with the comforting menu designed for the guests. The fact that Recipe Food Co. is a gluten-free facility expands the scope of opportunities for diverse friends and colleagues to share meals without awkward “accommodation”.  Everyone enjoys the same standard of excellence, taste, health and pleasure.  Check out Dee Gibson’s Instagram eye candy: https://www.instagram.com/recipefoodco/  (Become a follower and be quick to see event photos and ideas under development).

The interior of our CRUZANI/Recipe Food Co. location is deliberately neutral, so that the space acts as a blank canvas for continuous theme explorations.  The Shopify event was in the style of a “back to camp” experience, with suitable music, wildflowers, themed cocktails and accessories to complete the theme of the team’s working week.  A close-up photo of the event menu is shown amongst the photos below.

Dee Gibson is dedicated to bringing such high profile and discerning client relationships to the CRUZANI/Recipe Food Co. mission, while I am dedicated to elevating CRUZANI’s engagement with the investment industry in order to gain the best quality and value possible in our future investment financing transactions.  This will enable us to maintain the highest standard in our operations for the benefit of all, support innovation and to take bold initiatives where appropriate. It’s a great emerging combination  – CRUZANI and  www.RecipeFoodco.com. and www.OventaFoods.com.

Between us, we already have what it takes to make waves – and we’ve barely started.  Surely, a recipe for success.

Eat well and be well!
– Everett

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Welcome to the Cruzani CEO Blog – Discussion and Backgrounders for Shareholders of CRUZANI Inc.

Hello CRUZANI (UHLN) shareholders and friends of the company.

I’ve started this blog to be an extra resource for our investors. Under SEC Fair Disclosure guidelines this resource is a setting where I can discuss things about the company that may not warrant a formal news release, but are still considered properly and fairly disclosed because investors are being given equal access to the information here at the same time.

My first official blog entry is a big thank you!  We enjoyed good volume at UHLN today, September 24, 2018, as investors are starting to realize, on the basis of our SEC filings, that we have substantial new assets and real operations already underway.

CRUZANI has made terrific progress in the last few months – this is just now starting to be truly understood by investors.  Thank you for getting to know us and hopefully sharing in the passion that we have for the CRUZANI mission –  “Provisions for life!”  There is a lot for us to look forward to.  CRUZANI is a cool new operation in the multi-trillion dollar food industry, one of the biggest sectors in the economy.

Future posts may be short or long, sometimes they will be highly technical, and other times just sharing a quick idea – but my posts will always be from the heart.  As CEO of CRUZANI I am totally in and committed to building a great company, together!

Thanks,
Everett

 

 

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