HLTY / Precheck Health Service Inc - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

15-12B 1 pchs1512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37807 PRECHECK HEALTH SERVICES, INC. (Exac

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 3 Under the Securities Exchange Act of 1934

SC 13D/A 1 pchssc13d.htm SC 13D AMENDMENT NO 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 3 Under the Securities Exchange Act of 1934 Precheck Health Services, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 63903H108 (CUSIP Number) William R. Kruse 1340 S. Main Street, Suite 300 Grapevine, TX 76051 817-865-10

RESCISSION AGREEMENT

EX-99 2 pchsex991.htm EX-99.1 EXHIBIT 99.1 RESCISSION AGREEMENT RECISSION AGREEMENT, dated this 31st day of July, 2020, by and among PreCheck Health Services, Inc., a Florida corporation (“PreCheck”), and Justin Anderson (“Justin”) and Stacey Anderson (“Stacey,” and, together with Justin, the “Guarantors” and each, individually, a “Guarantor”) and JAS Practice Management, Inc., a Texas corporation

GUARANTY AGREEMENT

EXHIBIT 99.3 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty Agreement”) is executed this 31st day of July, 2020, by Justin Anderson and Stacey Anderson (the “Guarantors” and each, individually, a “Guarantor”), in favor of PreCheck Health Services, Inc., a Florida corporation (“PreCheck”). W I T N E S S E T H: WHEREAS, pursuant to a rescission agreement (the “Rescission Agreement”) date

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 5, 2020 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organiza

2% PROMISORY NOTE DUE MAY 31, 2022

EX-99 3 pchsex992.htm EX-99.2 EXHIBIT 99.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATI

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 23, 2020 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organizat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 26, 2020 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organizati

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2020 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organizati

- NT 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 001-37807 NOTIFICATION OF LATE FILING x Form 10-K ¨ Form 11-K ¨ Form 20-F ¨ Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period

EMPLOYMENT AGREEMENT

EXHIBIT 99.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made effective as of January 1, 2020, by and between Doug Samuelson, an individual with an address at 6025 Macadam Ct., Agoura Hills, CA. 91301 (“EMPLOYEE”) and PreCheck Health Services, Inc., a Texas corporation with an address at 305 West Woodard Street, Denison, TX. 75020 (the “Company”). W I T N E S S E T H: WHEREAS, the Company desires t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 pchs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 11, 2020 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of i

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 26, 2020 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorpo

Regulation FD Disclosure

8-K 1 pchs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 17, 2020 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of

PreCheck Announces Exclusive Distribution Agreements for Coronavirus (COVID-19) PCR Test in Afghanistan, Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan and Uzbekistan

EXHIBIT 99.2 PreCheck Announces Exclusive Distribution Agreements for Coronavirus (COVID-19) PCR Test in Afghanistan, Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan and Uzbekistan Following distribution agreements for Russia, Ecuador, Panama, Romania and Moldova, PreCheck’s eleven combined distribution territories have an aggregate population of 298 million DENISON, Texas, March 30, 2020 (GLOBE

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 pchs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 30, 2020 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of

DISTRIBUTOR AGREEMENT

EXHIBIT 99.1 DISTRIBUTOR AGREEMENT Agreement made this 30th day of March, 2020 Between: Co-Diagnostics, Inc. (herein referred to as “Principal”) And PreCheck Health Services, Inc. (herein referred to as “Distributor”). In consideration of the mutual terms, conditions and covenants hereinafter set forth, Principal and Distributor acknowledge and agree to the following descriptions and conditions: D

Other Events

8-K 1 pchs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 26, 2020 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of

DISTRIBUTOR AGREEMENT

EX-99.1 2 pchsex991.htm EX-99.1 EXHIBIT 99.1 Page 1 of 3 DISTRIBUTOR AGREEMENT Agreement made this 19th day of March, 2020 Between: Co-Diagnostics, Inc. (herein referred to as “Principal”) And PreCheck Health Services, Inc. (herein referred to as “Distributor”). In consideration of the mutual terms, conditions and covenants hereinafter set forth, Principal and Distributor acknowledge and agree to

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 pchs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 19, 2020 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of

PreCheck Begins Filling Orders for Coronavirus (COVID-19) PCR Test and Announces Distribution Agreements in Romania and Moldova Following distribution agreements for Russia, Ecuador and Panama, PreCheck’s five combined distribution territories have a

EXHIBIT 99.3 PreCheck Begins Filling Orders for Coronavirus (COVID-19) PCR Test and Announces Distribution Agreements in Romania and Moldova Following distribution agreements for Russia, Ecuador and Panama, PreCheck’s five combined distribution territories have an aggregate population of 188 million DENISON, Texas, March 20, 2020 (GLOBE NEWSWIRE) - PreCheck Health Services, Inc. (OTC PINK: HLTY),

DISTRIBUTOR AGREEMENT

EX-99.2 3 pchsex992.htm EX-99.2 EXHIBIT 99.2 Page 1 of 3 DISTRIBUTOR AGREEMENT Agreement made this 19th day of March, 2020 Between: Co-Diagnostics, Inc. (herein referred to as “Principal”) And PreCheck Health Services, Inc. (herein referred to as “Distributor”). In consideration of the mutual terms, conditions and covenants hereinafter set forth, Principal and Distributor acknowledge and agree to

PreCheck Health to Exclusively Distribute Coronavirus COVID-19 Test in Ecuador, a Population of 16 Million, for Co-Diagnostics, Inc. Initial 30,000 coronavirus (COVID-19) tests ordered

EX-99.3 4 pchsex993.htm EX-99.3 EXHIBIT 99.3 PreCheck Health to Exclusively Distribute Coronavirus COVID-19 Test in Ecuador, a Population of 16 Million, for Co-Diagnostics, Inc. Initial 30,000 coronavirus (COVID-19) tests ordered DENISON, Texas-March 13, 2020 - PreCheck Health Services, Inc. (OTC: HLTY), a provider of medical screening devices which provide data to assist physicians in preventing

MARKETING AGREEMENT

EX-99.2 3 pchsex992.htm EX-99.2 EXHIBIT 99.2 MARKETING AGREEMENT Agreement made this 12th day of March, 2020 Among: Co-Diagnostics, Inc. (herein referred to as “Principal”) And Health Tech Innovation Systems, Inc. (herein referred to as “Distributor”). And PreCheck Health Services, S.A.S. (herein referred to as “PreCheck”). In consideration of the mutual terms, conditions and covenants hereinafter

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 pchs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2020 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of

DISTRIBUTOR AGREEMENT

EX-99.1 2 pchsex991.htm EX-99.1 EXHIBIT 99.1 Page 1 of 3 DISTRIBUTOR AGREEMENT Agreement made this 13th day of March, 2020 Between: Co-Diagnostics, Inc. (herein referred to as “Principal”) And PreCheck Health Services, S.A.S. (herein referred to as “Distributor”). In consideration of the mutual terms, conditions and covenants hereinafter set forth, Principal and Distributor acknowledge and agree t

PreCheck Health Announces 3rd Coronavirus COVID-19 PCR Test Distribution Agreement PreCheck to Distribute Coronavirus COVID-19 PCR Test and Co-Dx Box™ in Panama for Co-Diagnostics, Inc., following distribution agreements for Russia and Ecuador. The t

EXHIBIT 99.1 PreCheck Health Announces 3rd Coronavirus COVID-19 PCR Test Distribution Agreement PreCheck to Distribute Coronavirus COVID-19 PCR Test and Co-Dx Box™ in Panama for Co-Diagnostics, Inc., following distribution agreements for Russia and Ecuador. The three combined territories have an aggregate population of 165.21 million. Denison, TX, March 16, 2020(GLOBE NEWSWIRE) - PreCheck Health S

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 16, 2020 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organiza

DISTRIBUTOR AGREEMENT

EXHIBIT 99.1 Page 1 of 3 DISTRIBUTOR AGREEMENT Agreement made this 9th day of March, 2020 Between: Co-Diagnostics, Inc. (herein referred to as “Principal”) And PreCheck Health Services, Inc. (herein referred to as “Distributor”). In consideration of the mutual terms, conditions and covenants hereinafter set forth, Principal and Distributor acknowledge and agree to the following descriptions and co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 9, 2020 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organizat

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2020 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organ

TERMINATION AGREEMENT AND MUTUAL RELEASE

EX-99.1 2 pchsex991.htm TERMINATION AGREEMENT EXHIBIT 99.1 TERMINATION AGREEMENT AND MUTUAL RELEASE This Termination Agreement and Mutual Release (this “ Agreement ”) is entered into as of February 27, 2020 (the “ Effective Date ”), by and among PreCheck Health Services, Inc., a Florida corporation (“ Purchaser ”), Dr. Albert Maarek (“ A. Maarek ”), Irina Maarek (“ I. Maarek ”), Richard Clement (“

HLTY / Nature?s Best Brands, Inc. / Kruse William R - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 2 Under the Securities Exchange Act of 1934 Precheck Health Services, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 63903H108 (CUSIP Number) William R. Kruse 1340 S. Main Street, Suite 300 Grapevine, TX 76051 817-865-1000 ext. 5 (Name, Address and Telephone Number o

HLTY / Nature?s Best Brands, Inc. / Kruse William R - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 1 Under the Securities Exchange Act of 1934 Precheck Health Services, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 63903H108 (CUSIP Number) William R. Kruse 1340 S. Main Street, Suite 300 Grapevine, TX 76051 817-865-1000 ext. 5 (Name, Address and Telephone Number o

PLEDGE AGREEMENT

EX-99.4 5 pchsex994.htm EX-99.4 EXHIBIT 99.4 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT is entered into as of December 19, 2019 by and among PreCheck Health Services, Inc., a Florida corporation (the “Company”) William R. Kruse, individually (“Kruse”), Zima World Holdings Corp., a Panama corporation (“Zima,” and, together with Kruse, the “Lenders” and each, a “Lender”) and Justin Anderson and Stacey A

[Signatures on following page]

EXHIBIT 99.3 Dated: December 19, 2019 PreCheck Health Services, Inc. 305 W. Woodard Street, Suite 221 Denison, TX 75020 Re: Note Purchase Agreement Ladies and Gentlemen: The undersigned purchaser (the “Purchaser”) hereby agrees to purchase from PreCheck Health Services, Inc., a Florida corporation (the “Company”), the Company’s 8% promissory note due December 31, 2020 (the “Note,” and, together th

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K 1 pchs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 19, 2019 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction

W I T N E S S E T H:

EXHIBIT 99.1 AMENDMENT AMENDMENT dated this 19th day of December, 2019 to the stock purchase agreement (the “Purchase Agreement”) dated as of the July17, 2019, by and between PreCheck Health Services, Inc., a Florida corporation (“Purchaser”), and Justin Anderson and Stacey Anderson (“Sellers”) W I T N E S S E T H: WHEREAS, the Purchaser and Sellers entered into the Purchase Agreement pursuant to

8% PROMISORY NOTE DUE DECEMBER 31, 2020

EX-99.2 3 pchsex992.htm EX-99.2 EXHIBIT 99.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRA

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 25, 2019 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organ

Quarterly Report - FORM 10-Q

10-Q 1 pchs10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2019 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3

HLTY / Nature?s Best Brands, Inc. NT 10-Q - - FORM NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 001-37807 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period

Letter to the Securities and Exchange Commission from Pinnacle Accountancy Group of Utah dated October 7, 2019

Exhibit 16.1 October 7, 2019 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Precheck Health Services Inc. Ladies and Gentlemen: We have read the statements of Precheck Health Services, Inc. pertaining to our firm included under Item 4.01 of Form 8-K dated October 4, 2019 and agree with such statements as they pertain to our firm. We have no basis to agree or disagr

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 pchs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 4, 2019 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction o

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 pchs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 22, 2019 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction o

Stock Purchase Agreement, among the Company, Dr. Albert Maarek, Irina Maarek, Rudy Maarek and Richard Clement, dated August 22, 2019

EXHIBIT 2.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT dated as of the 22nd day of August, 2019, by and between PreCheck Health Services, Inc., a Florida corporation (“Purchaser”), and Dr. Albert Maarek (“Albert”), Irina Maarek (“Irina”), Richard Clement (“Clement”), and Rudy Maarek (“Rudy,” and, together with Albert, Irina and Clement, the “Sellers” and each, individually, a “Seller”), the

PreCheck Health Services Signs Additional Binding Agreement to Acquire Companies to Strengthen Its Point-of-Care Medical Screening Capabilities

EX-99.1 3 pchsex991.htm EX-99.1 EXHIBIT 99.1 PreCheck Health Services Signs Additional Binding Agreement to Acquire Companies to Strengthen Its Point-of-Care Medical Screening Capabilities · LD Technology manufactures and markets multiple products in the medical device screening sector, including the PC8B · Medical Screening Inc. holds and owns all patents and proprietary technology of LD Technolo

HLTY / Nature?s Best Brands, Inc. 10-Q - Quarterly Report - FORM 10-Q

10-Q 1 pchs10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2019 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37807

HLTY / Nature?s Best Brands, Inc. NT 10-Q - - FORM NT 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 001-37807 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period End

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 pchs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 17, 2019 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of

STOCK PURCHASE AGREEMENT

EX-99.1 2 pchsex991.htm EX-99.1 EXHIBIT 99.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT dated as of the 17th day of July, 2019, by and between PreCheck Health Services, Inc., a Florida corporation with offices located at 305 W. Woodard Street, Suite 221, Denison TX 75020 (“Purchaser”), and Justin Anderson and Stacey Anderson, whose address is 712 Thousand Oaks Drive, Cartwright, OK 74731(co

PreCheck Health Services, Inc. Announces Strategic Acquisitions Company enters into purchase agreement to acquire JAS Consulting and CPD Integrated Healthcare

EX-99.2 3 pchsex992.htm EX-99.2 EXHIBIT 99.2 PreCheck Health Services, Inc. Announces Strategic Acquisitions Company enters into purchase agreement to acquire JAS Consulting and CPD Integrated Healthcare Miami, FL — July 17, 2019 — PreCheck Health Services, Inc. (“PreCheck” or the “Company”) (OTC: HLTY), a provider of medical screening devices which provide data to assist physicians in preventing

Power Point presentation

EX-99.1 2 pchsex991.htm EX-99.1 EXHIBIT 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 17, 2019 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organizat

Fact Sheet

EXHIBIT 99.2 1 2

HLTY / Nature?s Best Brands, Inc. / Kruse William R - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Precheck Health Services, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 63903H108 (CUSIP Number) William R. Kruse 1340 S. Main Street, Suite 300 Grapevine, TX 76051 817-865-1000 ext. 5 (Name, Address and Telephone Number of Person Authori

LOAN AGREEMENT

EX-99.1 2 pchsex991.htm EX-99.1 EXHIBIT 99.1 LOAN AGREEMENT THIS LOAN AGREEMENT dated effective as of May 20, 2019, is between PRECHECK HEALTH SERVICES, INC., a Florida corporation (“Borrower”), and OAKWOOD BANK (together with its successors and assigns, the “Lender”). RECITAL Borrower has requested that Lender extend credit to Borrower as described in this Agreement. Lender is willing to make suc

PLEDGE AND SECURITY AGREEMENT

EX-99.2 3 pchsex992.htm EX-99.2 EXHIBIT 99.2 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT is entered into as of May 20, 2019 by and between PRECHECK HEALTH SERVICES, INC., a Florida corporation (“Debtor”), and OAKWOOD BANK (together with its successors and assigns, the “Lender”) on behalf of itself and its Affiliates (“Secured Party”). RECITAL Debtor and Lender are entering int

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 21, 2019 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organizati

PreCheck Health Services, Inc. closes $1,250,000 bank credit facility

EXHIBIT 99.4 PreCheck Health Services, Inc. closes $1,250,000 bank credit facility Miami, FL – May 21, 2019, PreCheck Health Services, Inc. (OTC:HLTY), announced that it entered into a $1,250,000 revolving credit facility with Oakwood Bank. The Company intends to use the facility for working capital and other corporate purposes, including the launch its marketing effort for its PC8B medical screen

PROMISSORY NOTE $1,250,000 May 20, 2019

EXHIBIT 99.3 PROMISSORY NOTE $1,250,000 May 20, 2019 FOR VALUE RECEIVED, PRECHECK HEALTH SERVICES, INC., a Florida corporation (the “Borrower”), having an address at 305 West Woodard Street, Denison, Texas 75020, hereby promises to pay to the order of OAKWOOD BANK (together with its successors and assigns and any subsequent holders of this Promissory Note, the “Lender”), as hereinafter provided, t

HLTY / Nature?s Best Brands, Inc. 10-Q Quarterly Report FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2019 Or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37807 PRECHECK HEALTH SERVICES,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 1, 2019 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organizatio

PreCheck Health Services, Inc. appoints Dr. Mitch Ghen as its Chief Science Officer

EX-99.1 2 pchsex991.htm PRESS RELEASE EXHIBIT 99.1 PreCheck Health Services, Inc. appoints Dr. Mitch Ghen as its Chief Science Officer Miami, FL – May 2, 2019, PreCheck Health Services, Inc. (OTC:HLTY), announced that it has appointed Dr. Mitch Ghen as its chief science officer. As chief science officer, Dr. Ghen will respond to queries regarding clinical or technical issues relating to our produc

Form of extension agreement dated March 15, 2019, between the Company and the holders of outstanding senior convertible promissory notes in the aggregate principal amount of $160,500.*

EXHIBIT 10.11 PreCheck Health Services, Inc. March 15, 2019 [name and address of noteholder] Re: PreCheck Health Services, Inc. Dear : Reference is made to the Senior Convertible/Callable Promissory Note (the “Note”) dated March 20, 2018 in the principal amount of $80,250 issued by PreCheck Health Services, Inc., a Florida corporation formerly known as Nature’s Best Brands, Inc. and Hip Cuisine, I

2017 Employees/Consultants Stock Compensation Plan*

EXHIBIT 10.4 2017 EMPLOYEES/CONSULTANTS STOCK COMPENSATION PLAN OF HIP CUISINE, INC. SECTION 1. ESTABLISHMENT AND PURPOSE The Plan was established on August , 2017, effective August ,2017, to offer directors, officers and selected key employees, advisors and consultants an opportunity to acquire a proprietary interest in the success of the Company to receive compensation, or to increase such inter

Supply and Private Label Agreement dated November 12, 2018 between the Company and LD Technology LLC.4

EXHIBIT 10.3 Quantity information in Section 2.4 and quantity and pricing information on Exhibit B to this Agreement has been excluded because it is not material and would be competitively harmful if publicly disclosed. SUPPLY AND PRIVATE LABEL AGREEMENT This supply and private label agreement (“Agreement”) is entered into as of 12th day of November, 2018 by and between LD Technology, LLC, a Flori

Promissory note dated January 17, 2019 payable to JAS Consulting, Inc.*

EXHIBIT 10.6 TEXAS PROMISSORY NOTE 1. THE PARTIES. On January 17th 2019, PreCheck Health Services, Inc. of 703 Pier Ave., #B382, Hermosa Beach, California, 90254 with Larry Biggs acting as CEO, hereinafter known as the “Borrower”, RECEIVED AND PROMISES TO PAY JAS Consulting, Inc. of 305 W. Woodard St., Ste. 221, Denison, Texas, 75020 with Justin Anderson acting as CEO, referred to as the “Lender”,

HLTY / Nature?s Best Brands, Inc. FORM 10-K (Annual Report)

10-K 1 hlty10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file num

Service agreement dated January 2, 2019 between JAS Consulting, Inc. and the Company.*

EXHIBIT 10.5 Service Agreement for Program Management This Service Agreement is entered into between JAS Consulting, Inc. a (Hereinafter “JAS”), a “healthcare electronic claims processing and practice management services company and, PreCheck Health Services, (hereinafter “Client”), a healthcare provider. WHEREAS, JAS is a healthcare billing and practice management services company which provides

Note purchase agreement dated November 26, 2018 between the Company and Doug Samuelson.*

EXHIBIT 10.7 Dated: November 26, 2018 NATURE’S BEST BRANDS, INC. 305 W. Woodard Street, Suite 221 Denison, TX 75020 Re: Note Purchase Agreement Ladies and Gentlemen: The undersigned purchaser (the “Purchaser”) hereby agrees to purchase from Nature’s Best Brands, Inc., a Florida corporation (the “Company”), the Company’s non-interest bearing convertible note due November 30, 2019 (the “Note,” and,

HIPC / Hip Cuisine, Inc. NT 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-37807 NOTIFICATION OF LATE FILING x Form 10-K ¨ Form 11-K ¨ Form 20-F ¨ Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period

Regulation FD Disclosure

8-K 1 pchs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 21, 2019 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 6, 2019 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organi

PRECHECK HEALTH SERVICES, INC. Business Summary

EXHIBIT 99.1 PRECHECK HEALTH SERVICES, INC. Business Summary Introduction Until recently, we, through our subsidiaries, operated four restaurants that offered healthy food, coffee and juice, two in Panama and two in California. We operated at a loss in that business. As of January 31, 2019, the Company had ceased restaurant operations, although it continues to have obligations under one of the res

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 pchs8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 3, 2019 PreCheck Health Services, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction o

Amended and Restated Articles of Incorporation1

EXHIBIT 3.1

HIPC / Hip Cuisine, Inc. DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement NATURE’S BEST BRANDS, INC.

HIPC / Hip Cuisine, Inc. PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement NATURE’S BEST BRANDS, INC.

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2018 Nature’s Best Brands, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organizat

HIPC / Hip Cuisine, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2018 Or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37807 NATURE’S B

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 5, 2018 Nature’s Best Brands, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organizati

EMPLOYMENT AGREEMENT

EX-99.2 3 hltyex992.htm EX-99.2 EXHIBIT 99.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made the 31st day of October, 2018, by and between Justin E. Anderson, an individual with an address at 305 Woodard Street, Denison, TX 75020 (“Executive”) and Nature’s Best Brands, Inc., a Florida corporation with an address at 305 West Woodard Street, Denison TX 75020 (the “Company”). W I T N E S S E T H: WHE

EMPLOYMENT AGREEMENT

EXHIBIT 99.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made the 31st day of October, 2018, by and between Lawrence Biggs, an individual with an address at 703 Pier Ave., Number B382, Hermosa Beach, CA 90254 (“Executive”) and Nature’s Best Brands, Inc., a Florida corporation with an address at 305 West Woodard Street, Denison TX 75020 (the “Company”). W I T N E S S E T H: WHEREAS, the Company desi

Bylaws of the Company

EXHIBIT 3.1 BY-LAWS OF NATURE’S BEST BRANDS, INC. Effective October 15, 2018 ARTICLE I OFFICES AND CORPORATE SEAL SECTION 1.1 Registered Office. The registered office of Natures’ Best Brands, Inc., (hereinafter the "Corporation") in the State of Florida shall be 2250 NW 114th Avenue, Unit 1P, PTY 11020, Miami, FL 33172. In addition to its registered office, the Corporation shall maintain a princip

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 15, 2018 Nature’s Best Brands, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organizati

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 9, 2018 Nature’s Best Brands, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of incorporation or organizatio

1

EXHIBIT 99.1 Nature’s Best Brands, Inc. announces acquisition of Unisource Health, Inc. Miami, FL – August 21, 2018, Nature’s Best Brands, Inc. (OTC:HLTY) (the “Company”), which, through its subsidiaries, markets organic foods to health-conscious consumers, announces that that it has signed an agreement to acquire Unisource Health Inc., the exclusive United States distributor of distributes the RM

Agreement and plan of merger, dated as of August 20, 2018, by and among the Company, Unisource Acquisition Corp., a wholly-owned subsidiary of the Company and Unisource Health, Inc

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 20, 2018, by and among Nature’s Best Brands, Inc., a Florida corporation (“Parent”), Unisource Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Unisource Health, Inc., a Nevada corporation (the “Company”, and, together with Parent and Merger

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 hlty8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 20, 2018 Nature’s Best Brands, Inc. (Exact name of registrant as specified in Charter) Florida 001-37807 47-3170676 (State or other jurisdiction of in

HIPC / Hip Cuisine, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 Or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37807 NATURE’S BEST BR

HIPC / Hip Cuisine, Inc. AW

AW 1 hipaw.htm AW Nature’s Best Brands, Inc. (Formerly Hip Cuisine, Inc.) 2250 NW 114th Ave. Unit 1P, PTY 11020, Miami, FL 33172-3652 June 21, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tanya K. Aldave J. Nolan McWilliams Ladies and Gentlemen: On behalf of Nature’s Best Brands, Inc. (Formerly Hip Cuisine, I

HIPC / Hip Cuisine, Inc. RW

Nature’s Best Brands, Inc. (Formerly Hip Cuisine, Inc.) 2250 NW 114th Ave. Unit 1P, PTY 11020, Miami, FL 33172-3652 June 21, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tanya K. Aldave J. Nolan McWilliams Ladies and Gentlemen: On behalf of Nature’s Best Brands, Inc. (formerly Hip Cuisine, Inc.), a Florida co

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 hlty8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2018 NATURE’S BEST BRANDS, INC, (FORMERLY HIP CUISINE, INC.) (Exact Name of Registrant as Specified in Charter) Florida 001-37807 47-3170676 (State

Hip Cuisine has Changed its Name to Nature’s Best Brands, Inc

Hip Cuisine has Changed its Name to Nature’s Best Brands, Inc Miami, FL – June 18th, 2018.

Amendment to Articles of Incorporation

EX-3.1 2 hltyex31.htm AMENDMENT TO ARTICLES OF INCORPORATION EXHIBIT 3.1

HIPC / Hip Cuisine, Inc. RW

Hip Cuisine, Inc. 2250 NW 114th Ave. Unit 1P, PTY 11020, Miami, FL 33172-3652 June 13, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tanya K. Aldave J. Nolan McWilliams Ladies and Gentlemen: On behalf of Hip Cuisine, Inc., a Florida corporation (“Company”), we hereby request, pursuant to Rule 477 of the Securi

HIPC / Hip Cuisine, Inc. S-1 POS

As filed with the Securities and Exchange Commission, May 21, 2018 Registration No.

HIPC / Hip Cuisine, Inc. DEF 14C

DEF 14C 1 hipdef14c.htm DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement HIP CUISINE, INC

HIPC / Hip Cuisine, Inc. PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement HIP CUISINE, INC. (Name of Registrant as Specifi

HIPC / Hip Cuisine, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37807 HIP CUISI

HIPC / Hip Cuisine, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37807 HIP CUISINE, INC.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2018 HIP CUISINE, INC. (Exact Name of Registrant as Specified in Charter) Florida 001-37807 47-3170676 (State or Other Jurisdiction (Commission (IRS Employer of Incorporatio

Form of Securities Purchase Agreement

EX-10.1 2 hipex101.htm SECURITIES PURCHASE AGREEMENT EXHIBIT 10.1 Form of Securities Purchase Agreement SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2018, by and between HIP CUISINE, INC., a Florida corporation, with headquarters located at 2250 NW 114th Ave., Unit 1P, PTY 11020, Miami, FL 33172 (the “Company”), and FIRSTFIRE GLOBAL OPPOR

Form of Warrant

EX-10.3 4 hipex103.htm FORM OF WARRANT EXHIBIT 10.3 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NO

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2018 HIP CUISINE, INC. (Exact Name of Registrant as Specified in Charter) Florida 001-37807 47-3170676 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation

Form of Senior Convertible Callable Promissory Note

EX-10.2 3 hipex102.htm SENIOR CONVERTIBLE CALLABLE PROMISSORY NOTE EXHIBIT 10.2 Form of Senior Convertible Callable Promissory Note THIS INSTRUMENT CONTAINS AN AFFIDAVIT OF CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS BORROWER MAY HAVE AND ALLOWS THE HOLDER TO OBTAIN A JUDGMENT AGAINST BORROWER WITHOUT ANY FURTHER NOTICE. NEITHER THE ISSUANCE AND SALE OF THE SECU

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 19, 2017 Hip Cuisine, Inc. (Exact name of Registrant as specified in its charter) Florida 5812 47-3170676 (State or other jurisdiction of incorporation) (Primary Standard Ind

Letter from PSH dated December 19, 2017

EXHIBIT 16.1 Pritchett, Siler & Hardy, PC Certified Public Accountants December 19, 2017 Securities and Exchange Commission 100 F. Street Washington, DC 20549 - 7561 Re: Hip Cuisine, Inc. Commission File No. 5812 We have read the statements that Hip Cuisine, Inc., included under Item 4.01 of the Form 8-K report dated December 19, 2017, and agree with such statements in so far as they apply to our

HIPC / Hip Cuisine, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37807 HIP C

As filed with the Securities and Exchange Commission on October 23, 2017

S-8 1 hips8.htm S-8 As filed with the Securities and Exchange Commission on October 23, 2017 Registration No. 333-217659 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HIP CUISINE, INC. (Exact name of registrant as specified in its charter) Florida 47-3170676 (State or other jurisdiction of incorporation or organization) (I.

Hip Cuisine, Inc. 2017 Employee/Consultant Common Stock Compensation Plan (incorporated by reference as Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14C filed on August 29, 2017)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement HIP CUISINE, INC. (Name of Registrant as Specifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: x Preliminary Information Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement HIP CUISINE, INC. (Name of Registrant as Specifi

HIPC / Hip Cuisine, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37807 HIP CUISIN

July 31, 2017

July 31, 2017 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

July 19, 2017

July 19, 2017 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

As filed with the Securities and Exchange Commission, July 19 , 2017

S-1/A 1 hips1.htm FORM S-1/A As filed with the Securities and Exchange Commission, July 19 , 2017 Registration No.000-37807 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HIP CUISINE, INC. (Exact name of registrant as specified in its charter) Florida 5812 47-3170676 (State or Other Jurisdicti

Audited financial statements of Rawkin Bliss, LLC.

EX-99.1 3 hipex991.htm AUDITED FINANCIAL STATEMENTS EXHIBIT 99.1 Rawkin Bliss, LLC AUDITED FINANCIAL STATEMENTS DECEMBER 31, 2016 AND 2015 Page Balance Sheets 3 Statements of Operations 4 Statement of Member’s Equity (Deficit) 5 Statements of Cash Flows 6 Financial Statements 7 1 Pritchett, Siler & Hardy, P.C. 1438 North Highway 89, Ste. 130 Farmington, UT 84025 REPORT OF INDEPENDENT REGISTERED PU

2

June 27, 2017 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

As filed with the Securities and Exchange Commission, June 27 , 2017

S-1/A 1 hips1.htm FORM S-1/A As filed with the Securities and Exchange Commission, June 27 , 2017 Registration No.000-37807 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HIP CUISINE, INC. (Exact name of registrant as specified in its charter) Florida 5812 47-3170676 (State or Other Jurisdicti

Hip Cuisine Signs Exclusive Distribution Agreement With Medidate Coffee

EX-99.1 3 hipex991.htm PRESS RELEASE EXHIBIT 99.1 Press Release For immediate release Hip Cuisine Signs Exclusive Distribution Agreement With Medidate Coffee Los Angeles, CA – June 15, 2017 Hip Cuisine Inc., (HIPC.PK) a growing global health food purveyor for the conscious consumer, has entered into an exclusive distribution agreement with Medidate Coffee. Under the terms of the agreement Hip Cuis

Exclusive Distribution Agreement

EX-10.1 2 hipex101.htm EXCLUSIVE DISTRIBUTION AGREEMENT EXHIBIT 10.1 EXCLUSIVE DISTRIBUTION AGREEMENT THIS EXCLUSIVE DISTRIBUTION AGREEMENT (the “Agreement”) is made as of June 14, 2017, (the “Effective Date”), by and between Hip Cuisine, Inc., a Florida corporation, (the “Company”) and MediDate Coffee, LLC, a California limited liability company (“MC”). NOW, THEREFORE, for good and valuable consi

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 hip8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2017 HIP CUISINE, INC. (Exact Name of Registrant as Specified in Charter) Florida 001-37807 47-3170676 (State or Other Jurisdiction of Incorporation)

As filed with the Securities and Exchange Commission, May 4, 2017

S-1 1 hips1.htm FORM S-1 As filed with the Securities and Exchange Commission, May 4, 2017 Registration No.000-37807 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HIP CUISINE, INC. (Exact name of registrant as specified in its charter) Florida 5812 47-3170676 (State or Other Jurisdiction of Incorporation or

HLTY / Nature?s Best Brands, Inc. 10-Q - Quarterly Report - FORM 10-Q

10-Q 1 hip10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

Press Release

EXHIBIT 99.1 Press Release For immediate release Hip Cuisine completes Rawkin? Juice purchase Los Angeles, CA ? April 18, 2017 (GLOBE NEWSWIRE) - Hip Cuisine Inc., (PINKSHEETS:HIPC) the global fresh-served food purveyor for health conscious consumers, has completed its acquisition of Rawkin? Juice, the popular organic-vegan spot based in Burbank CA. Under the terms of the asset purchase agreement

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2017 HIP CUISINE, INC. (Exact Name of Registrant as Specified in Charter) Florida 001-37807 47-3170676 (State or Other Jurisdiction (Commission File Number) (IRS Employer of

HLTY / Nature?s Best Brands, Inc. 10-K - Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37807 HIP CUISINE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2016 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report o

Hip Cuisine, Inc. 2250 NW 114th Ave. Unit 1P, PTY 11020, Miami, FL 33172-3652 February 17, 2017

Hip Cuisine, Inc. 2250 NW 114th Ave. Unit 1P, PTY 11020, Miami, FL 33172-3652 February 17, 2017 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: John Stickel Ladies and Gentlemen: On behalf of Hip Cuisine, Inc., a Florida corporation (?Company?), we hereby request, pursuant to Rule 477 of the Securities Act of 1933, a

1

EXHIBIT 99.1 Hip Cuisine set to purchase RAWKin? Juice RAWkin? Juice, the popular Los Angeles organic-vegan lifestyle brand will be in position to expand its customer reach in 2017, following the asset purchase by Hip Cuisine, an international nutritional value concepts company, based in Miami, Florida. Los Angeles, CA ? February 15, 2017 Hip Cuisine Inc., (PINKSHEETS: HIPC) a global fresh-served

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2017 HIP CUISINE, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2017 HIP CUISINE, INC. (Exact Name of Registrant as Specified in Charter) Florida 333-209346 47-3170676 (State or Other Jurisdiction of Incorporation) (Commission File Nu

As filed with the Securities and Exchange Commission, February __, 2017

As filed with the Securities and Exchange Commission, February , 2017 Registration No.

Articles of Incorporation of Registrant.

EX-3.1 2 hipcuisineex31.htm ARTICLES OF INCORPORATION OF REGISTRANT. EXHIBIT 3.1

Asset Purchase Agreement

EX-10.2 6 hipcuisineex102.htm AGREEMENT

Bylaws of Registrant.

EX-3.2 3 hipcuisineex32.htm BYLAWS OF REGISTRANT. EXHIBIT 3.2 BYLAWS OF HIP CUISINE, INC. March 24, 2014 ARTICLE I OFFICES AND CORPORATE SEAL SECTION 1.1 Registered Office. The registered office of HIP CUISINE, INC. , (hereinafter the "Corporation") in the State of Florida shall be 2250 NW 114th Avenue, Unit 1P, PTY 11020, Miami, FL 33172. In addition to its registered office, the Corporation shal

Form of Subscription Agreement

EX-99.1 9 hipcuisineex991.htm FORM OF SUBSCRIPTION AGREEMENT EXHIBIT 99.1 HIP CUISINE, INC. Subscription Agreement 1. Investment: The undersigned (“Buyer”) subscribes for Shares of Common Stock of HIP CUISINE, INC., $0.375 per share. Total subscription price ($0.375) times number of Shares): = $. PLEASE MAKE CHECKS PAYABLE TO: HIP CUISINE, INC. 2. Investor information: Name (type or print) SSN/EIN

As filed with the Securities and Exchange Commission, January __, 2017

As filed with the Securities and Exchange Commission, January , 2017 Registration No.

Share Exchange Agreement dated September 30, 2014

EX-10.1 5 hipcuisineex101.htm SHARE EXCHANGE AGREEMENT EXHIBIT 10.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is entered into and effective as of the 30th day of September, 2014, by and among HIP CUISINE, INC., a Florida corporation (“HIP”), HIP CUISINE, INC, a Panamanian corporation ( "HCP "), and NATALIA ALEJANDRA LOPERA, the sole shareholder of HCP (“Shareholder")

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2016 HIP CUISINE, INC. (Exact Name of Registrant as Specified in Charter) Florida 333-209346 47-3170676 (State or Other Jurisdiction (Commission (IRS Employer of Incorpor

First Amendment Asset Purchase Agreement

EXHIBIT 10.1 First Amendment to Asset Purchase Agreement FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this ?Amendment?), is dated as of December 13, 2016, by and between HIP CUISINE, INC., a Florida corporation (?Purchaser?), and RAWKIN BLISS, L.L.C., a California limited liability company (? Seller?). Capitalized terms used herein without definitio

Hip Cuisine, Inc. 2250 NW 114th Ave. Unit 1P, PTY 11020, Miami, FL 33172-3652 November 29, 2016

Hip Cuisine, Inc. 2250 NW 114th Ave. Unit 1P, PTY 11020, Miami, FL 33172-3652 November 29, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Susan Block John Stickel Theresa Messinese Andrew Mew Ladies and Gentlemen: On behalf of Hip Cuisine, Inc., a Florida corporation (“Company”), we hereby request, pursuant to

Asset Purchase Agreement

As filed with the Securities and Exchange Commission, November __, 2016

As filed with the Securities and Exchange Commission, November , 2016 Registration No.

Form of Subscription Agreement

EXHIBIT 99.1 HIP CUISINE, INC. Subscription Agreement 1. Investment: The undersigned (?Buyer?) subscribes for Shares of Common Stock of HIP CUISINE, INC., $0.375 per share. Total subscription price ($0.375) times number of Shares): = $. PLEASE MAKE CHECKS PAYABLE TO: HIP CUISINE, INC. 2. Investor information: Name (type or print) SSN/EIN/Taxpayer I.D. E-Mail address: Address Joint Name (type or pr

Share Exchange Agreement dated September 30, 2014

EXHIBIT 10.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is entered into and effective as of the 30th day of September, 2014, by and among HIP CUISINE, INC., a Florida corporation (?HIP?), HIP CUISINE, INC, a Panamanian corporation ( "HCP "), and NATALIA ALEJANDRA LOPERA, the sole shareholder of HCP (?Shareholder"). 1. RECITALS This Agreement is entered into with refer

Articles of Incorporation of Registrant.

EXHIBIT 3.1

By laws2

EXHIBIT 3.2 BYLAWS OF HIP CUISINE, INC. March 24, 2014 ARTICLE I OFFICES AND CORPORATE SEAL SECTION 1.1 Registered Office. The registered office of HIP CUISINE, INC. , (hereinafter the "Corporation") in the State of Florida shall be 2250 NW 114th Avenue, Unit 1P, PTY 11020, Miami, FL 33172. In addition to its registered office, the Corporation shall maintain a principal office at a location determ

HLTY / Nature?s Best Brands, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-209346 HIP

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2015 HIP CUISINE, INC. (Exact Name of Registrant as Specified in Charter) Florida 333-209346 47-3170676 (State or Other Jurisdiction (Commission File Number) (IRS Employer

Press Release

EXHIBIT 99.1 Press Release Hip Cuisine set to purchase RAWKin? Juice RAWkin? Juice, the popular Los Angeles organic-vegan lifestyle brand will be in position to expand its customer reach in 2017, following the asset purchase by Hip Cuisine, an international nutritional value concepts company, based in Miami, Florida. Los Angeles, CA ? October 25, 2016 Hip Cuisine Inc., a global fresh-served food p

ASSET PURCHASE AGREEMENT

EXHIBIT 10.1 Asset Purchase Agreement ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this ? Agreement?) dated as of October 24, 2016, by and between HIP CUISINE, INC. (? Purchaser?), a Florida corporation, and RAWKIN BLISS, L.L.C., a California limited liability company (? Seller?). Certain terms used in this Agreement are defined in Section 6.9 hereof. RECITALS: WHEREAS, Seller operates

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2016 HIP CUISINE, INC. (Exact Name of Registrant as Specified in Charter) Florida 333-209346 47-3170676 (State or Other Jurisdiction (Commission File Number) (IRS Employer

HLTY / Nature?s Best Brands, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-209346 HIP CUISI

HLTY / Nature?s Best Brands, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-209346 HIP CUISI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HIP CUISINE, INC. (Exact name of registrant as specified in its charter) Florida 47-3170676 (State of incorporation or organization) (I.R.S. Employer Identification No.) 2250 NW 114th Ave. Unit 1P,

HIP CUISINE, INC. 2250 NW 114th Avenue Unit 1P, PTY 11020 Miami, FL 33172. June 10, 2016

HIP CUISINE, INC. 2250 NW 114th Avenue Unit 1P, PTY 11020 Miami, FL 33172. June 10, 2016 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Susan Block Theresa Messinese Andrew Mew John Stickel Re: Hip Cuisine, Inc. Registration Statement on Form S-1 Filed February 3, 2016 File No. 333-209346 Ladies and Gent

HIP CUISINE, INC.

HIP CUISINE, INC. May 26, 2016 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Susan Block Theresa Messinese Andrew Mew John Stickel Re: Hip Cuisine, Inc. Registration Statement on Form S-1 Filed February 3, 2016 File No. 333-209346 Ladies and Gentlemen, Hip Cuisine, Inc. (the “Company”), hereby furnishes

Letter from Previous Auditor Cutler & Co. LLC

Exhibit 16.1 May 26, 2016 Securities and Exchange Commission 100 F. Street Washington, DC 20549 - 7561 Re: Hip Cuisine, Inc. We have read the statements that we understand Hip Cuisine, Inc. will include under Item 10 of Amendment No 2 to Form S1 report dated May 26, 2016 and agree with such statements in so far as they apply to our firm. We have no basis to agree or disagree with any other stateme

As filed with the Securities and Exchange Commission, May 26 , 2016 Registration No. 333-209346 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 H

As filed with the Securities and Exchange Commission, May 26 , 2016 Registration No.

Letter from Previous Auditor Cutler & Co. LLC

Exhibit 16.1 To Whom It May Concern: We hereby consent to the use in the Registration Statement of Hip Cuisine, Inc. on Amendment No. 1 to Form S1 of our Report of Independent Registered Public Accounting Firm, dated August 29, 2015, on the consolidated balance sheets of Hip Cuisine, Inc. and its subsidiary company as of December 31, 2014 and the related consolidated statement of operations, chang

May 6, 2016

May 6, 2016 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

As filed with the Securities and Exchange Commission, May 6 , 2016 Registration No. 333-209346 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HI

As filed with the Securities and Exchange Commission, May 6 , 2016 Registration No.

Form of Subscription Agreement

EX-99.1 7 ex-991.htm EX-99.1 EXHIBIT 99.1 HIP CUISINE, INC. Subscription Agreement 1. Investment: The undersigned (“Buyer”) subscribes for Shares of Common Stock of HIP CUISINE, INC., $0.375 per share. Total subscription price ($0.375) times number of Shares): = $. PLEASE MAKE CHECKS PAYABLE TO: HIP CUISINE, INC. 2. Investor information: Name (type or print) SSN/EIN/Taxpayer I.D. E-Mail address: A

As filed with the Securities and Exchange Commission, February 2, 2016 Registration No. ________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HIP CUISINE, INC

S-1 1 2016feb-hipcuisines1.htm FORM S-1 As filed with the Securities and Exchange Commission, February 2, 2016 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HIP CUISINE, INC. (Exact name of registrant as specified in its charter) Florida 5812 47-3170676 (State or Other Jurisdiction of Incorp

Share Exchange Agreement dated September 30, 2014

EX-10.1 5 ex-101.htm EX-10.1 EXHIBIT 10.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (the "Agreement") is entered into and effective as of the 30th day of September, 2014, by and among HIP CUISINE, INC., a Florida corporation (“HIP”), HIP CUISINE, INC, a Panamanian corporation ( "HCP "), and NATALIA ALEJANDRA LOPERA, the sole shareholder of HCP (“Shareholder"). 1. RECITALS This Agreeme

Articles of Incorporation of Registrant.

EX-3.1 2 ex-31.htm EX-3.1 Exhibit 3.1

Amended and Restated Bylaws of Hip Cuisine, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company’s Form S-1 filed on February 3, 2016)

EX-3.2 3 ex-32.htm EX-3.2 EXHIBIT 3.2 BYLAWS OF HIP CUISINE, INC. March 24, 2014 ARTICLE I OFFICES AND CORPORATE SEAL SECTION 1.1 Registered Office. The registered office of HIP CUISINE, INC. , (hereinafter the "Corporation") in the State of Florida shall be 2250 NW 114th Avenue, Unit 1P, PTY 11020, Miami, FL 33172. In addition to its registered office, the Corporation shall maintain a principal o