Current Report Filing (8-k)
March 23 2017 - 1:38PM
Edgar (US Regulatory)
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 23, 2017 (May 22, 2015)
MOUNTAIN HIGH ACQUISITIONS CORP.
COLORADO
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333-175825
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27-3515499
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6501 E. Greenway Parkway #103-412
Scottsdale, Arizona 85254
(Address of principal executive offices)
(303) 358-3840
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.01 COMPLETION OF
ACQUISITION OR DISPOSITION OF ASSETS
On May 22, 2015, the Company completed
its acquisition of Greenlife BotaniX, Inc. (“Greenlife”) by issuing to the shareholders of Greenlife (the “Greenlife
Shareholders”) 10,000,000 shares of the Company’s restructured Common Stock (the “Shares”).
Greenlife is focused on the development and
sale of products containing and featuring non-psychoactive cannabidiol (“CBD”). Greenlife operates in the nutraceutical
industry.
ITEM 3.02 UNREGISTERED SALES
OF EQUITY SECURITIES
Pursuant to the Share Exchange Agreement,
as amended between the Company and the Greenlife Shareholders, the Company issued to the Greenlife Shareholders the Shares Common
Stock. The Shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance
upon the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D promulgated under that section,
which exempts transactions by an issuer not involving any public offering. The Shares may not be offered or sold in the U.S. absent
registration or an applicable exemption from the registration requirements. Certificates representing the Shares contained a legend
stating the restrictions applicable to such shares.
Item
9.01 Financial Statements and Exhibits
(a)
Financial
Statements of Business Acquired.
Audited Financials
for Greenlife for the Period from Inception on September 18, 2014 Through December 31, 2014.
(b)
Pro
Forma Financials as of March 31, 2015
(d)
Exhibits.
The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond
to the numbering system in Item 601 of Regulation S-K.
Exhibit
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Number
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Description of Exhibit
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9.01 (a)
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A
udited Financials for Greenlife for the period from
Inception on September 18, 2014 Through December 31, 2014
(1)
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9.02 (b)
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Pro Forma Consolidated Financial Statements as of March 31, 2015 for Mountain High
Acquisitions Corp.
(1)
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: March 23, 2017
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MOUNTAIN HIGH ACQUISITIONS CORP.
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By:
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/s/ Richard G. Stifel
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Richard G. Stifel, Chief Financial Officer
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