Note 1 - Organization and Basis of Presentation
Organization and Line of Business
Prior to January 1, 2020, the Company was in the business
of providing infrastructure assets to licensed producers, processors and retailers engaged in the cannabis industry. Due to the restrictive
regulatory and operational challenges the Company faced in that business it was decided to pivot entirely away from cannabis and instead
focus on opportunities in the Personal Protective Equipment industry.
On May 22, 2016, the Company completed the acquisition
of Greenlife Botanix ("Greenlife") a Colorado corporation. The Company issued 10,000,000 restricted shares of its common stock
to the shareholders of Greenlife in exchange for their 100% interest in Greenlife. The shares were valued at the market value on the date
of issuance, $0.23, for a total consideration of $2,300,000. The amount paid for Greenlife was recorded as Goodwill due to the startup
nature of Greenlife and the minimal net assets of Greenlife at the time of acquisition. Subsequent to the purchase of Greenlife the Company
executed a rescission agreement with Freedom Seed and Feed, "FSF", which prevented Greenlife from becoming a fully integrated
cosmetic company. Due to the rescission of FSF and the remarketing of the Greenlife product line the Company evaluated the book value
of the asset and elected to impair the goodwill value of Greenlife and expensed the $2,300,000 book value in the year ended March 31,
2017.
On March 31, 2020, the
Company sold its 100% interest in GreenLife to Evolution Equities Corporation, a Nevada Corporation for the sum of $1.00. At the time
of the sale, GreenLife had no assets and had liabilities in the amount of $201,445. Of the liabilities that were in GreenLife, $138,945
were owed to Brent McMahon, a related party. The gain on deconsolidation has been reflected as an increase in Additional Paid in Capital
of $201,445 as the transaction was with a related party controlled by a stockholder in the company, resulting in the effective treatment
of the gain as a stockholder contribution. The company assesses its joint ventures and partnerships at inception to determine if any meet
the qualifications of a variable interest entity ("VIE") in accordance with Accounting Standards Codification ("ASC")
810, "Consolidation." If a joint venture or partnership is a VIE and the company is the primary beneficiary, the joint venture
or partnership is fully consolidated. Management has determined GreenLife does not meet the definition of a business under ASC 805 and
is therefore not subject to VIE guidance and should remain deconsolidated after the sale date. Furthermore, the Company forgave the balance
of $50,000 due from Greenlife on the transaction date, resulting in at $50,000 loss.
In May 2017, the Company
formed MYHI-AZ, an Arizona Corporation to acquire equipment to
service the growing cannabis industry. In September 2017, the Company entered into a consulting agreement with D9 Manufacturing, "D9,"
to provide D9 customers with infrastructure equipment. Also, in September 2017, MYHI-AZ purchased 2 intermodal grow containers from D9
to be used in a grow operation in Arizona. MYHI-AZ leased the grow containers to D9 for 3 years with the right to extend the lease for
an additional 2 years. The lease began August 15, 2017. The lease provided for a monthly lease rate of $20,000 a month and required advance
payment for operating supplies and expenses. The monthly lease rate was recorded as Revenue and an Account Receivable while the advances
were recorded as Other Receivable. The monthly lease payments were to commence on harvesting of the first crop. The containers were planted
in October 2017 with an expected harvest in January 2018. The initial grow operation encountered a power failure which ultimately resulted
in the loss of the crop. The loss of this crop resulted in a deferral of collection of the lease rental payments and the operating cost
payments. The power failure highlighted electrical issues with the facility where the containers were being used and improvements to the
containers that could be made. The container improvements and facility power requirement issue took a few months to resolve.
Effective June 5, 2018,
MYHI-AZ and D9 agreed to convert the current amount due under the operating lease, representing $150,000 in lease payments and $22,294
in operating expenses, into a $135,000 note payable, (the "Note"), with a term of 3 years and interest rate of 7% per annum,
and to capitalize $35,000 for improvements to the containers. The first payment on the Note was due October 3, 2018. The Parties also
agreed to terminate the current lease effective March 31, 2018 and replace it with a new lease beginning July 1, 2018 with lease payments
of $5,000 per month beginning November 1, 2018. This replacement lease was terminated on March 31, 2019 as D9 was unable to successfully
complete a harvest. due to the ongoing power problems and a shift in the focus of their company to extraction only. The Note however remains
in full force and effect. During the three month period ended June 30, 2019, the Company decided to sell the containers to generate capital
to finance its own change in focus to extraction. On August 20, 2019, the Company completed the sale of the containers for proceeds of
$100,000 (see note 5).
On August 18, 2018,
the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Alchemy Capital LLC (“Alchemy”)
pursuant to which Alchemy, the sole shareholder of One Lab Co (“Labco ”),
a Nevada Corporation agreed to exchange 100% of the capital stock of Labco for 88,000,000 restricted shares of the Company (the “MYHI
Shares”). The Exchange Agreement called for the issuance of 20,000,000 MYHI Shares at Closing and 68,000,000 MYHI Shares after certain
equipment under order by Labco at the time (the “Equipment”) was delivered pursuant to a Lease Agreement (the “Lease”)
between Labco and Workforce Labor Solutions, LLC (“the Lessee”). The Equipment consists of a state-of-the-art intermodal extraction
laboratory, engineered and designed specifically for processing cannabis. The Lease calls for monthly payments of $25,000 and has a five
year term commencing November 1, 2018 with an option to renew for a second five year term. As of March 31, 2020, the Lessee was in arrears
on the lease. The Company has been in constant discussion with the Lessee regarding this delinquency but has been unable to come to a
resolution of the matter. The Company intends to terminate the lease agreement immediately and to relocate the equipment at the earliest
opportunity.
In conjunction
with the acquisition of One Lab Co and its tangible assets including the Equipment and the Lease, the Company also acquired intangible
assets such as industry relationships, access to capital resources and acquisition opportunities. These intangible assets were classified
as Goodwill. MYHI issued the 88,000,000 shares of restricted common stock in accordance with the terms of the Exchange Agreement and
recorded the acquisition of the Equipment at a cost value of $159,666 and Goodwill of $4,605,134. As of March 31, 2019, the intangible
asset was fully impaired.
Going Concern
The accompanying consolidated financial statements
have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation
of the Company as a going concern. The Company has incurred a net loss of $200,195 for the nine months ended December 31, 2020, and has
an accumulated deficit of $15,811,118. These conditions raise substantial doubt as to the Company’s ability to continue as a going
concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset
amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Management plans to continue to raise capital to fund the Company’s operations and believes that it can continue to raise equity
or debt financing to support its operations until the Company is able to generate positive cash flow from operations.
Note 2 – Summary of Significant
Accounting Policies
Basis of
Presentation
The accompanying consolidated financial statements
have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).
The accompanying consolidated financial statements have been presented in United States Dollars ($ or “USD”). The fiscal year
end is March 31.
Principles of Consolidation
The accounts of the Company and its wholly–owned
subsidiaries MYHI-AZ and One Lab Co are included in the accompanying consolidated financial statements. All intercompany balances and
transactions were eliminated on consolidation.
Use of Estimates
The preparation of financial statements in conformity
with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting
estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.
Fair Value of Financial Instruments
Fair value is the price that would be received from
selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability
in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides a hierarchy
for inputs used in measuring fair value that prioritize the use of observable inputs over the use of unobservable inputs, when such observable
inputs are available. The three levels of inputs that may be used to measure fair value are as follows:
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Level
1 - Quoted prices
in active markets for identical assets or liabilities.
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Level
2 - Observable inputs
other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume
or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be
derived principally from, or corroborated with, observable market data.
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Level
3 - Fair value is
derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by
the Company.
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Assets and liabilities are classified based on the
lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification
on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities within the three levels
of the hierarchy outlined above.
The carrying amounts of certain financial instruments,
such as cash equivalents, short term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value
due to their relatively short maturities.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and
cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. Financial
instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. On December 31,
2020, and March 31, 2020, the Company had $0 and $0 in excess of the FDIC insured limit, respectively.
Revenue Recognition
As of January 1, 2018, we adopted ASU No. 2014-09,
“Revenue from Contracts with Customers” (ASU 2014-09). Leasing revenue recognition is specifically excluded and therefore
the new standard is only applicable to service fee and consulting revenue. A five-step model has been introduced for an entity to
apply when recognizing revenue. The new guidance also includes enhanced disclosure requirements. The guidance was effective
January 1, 2018. The adoption did not have an impact on our financial statements.
Under ASC 606,
an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration
which the entity expects to receive in exchange for those goods or services. To determine the appropriate amount of revenue to be recognized
for arrangements determined to be within the scope of ASC 606, the Company performs the following five steps: (i) identification of the
promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including
whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable
consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the
Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the
entity will collect consideration it is entitled to in exchange for the goods or services it transfers to the customer.
Revenue represents lease revenue for the grow containers
pursuant to the Company's lease with D9 and extraction equipment lease pursuant to the Labco share exchange agreement. For the nine months
ended December 31, 2020 the Company recorded no revenue.
Fixed Assets
Fixed Assets are stated at cost. Depreciation
is provided on fixed assets using the straight-line method over an estimated service life of five years for equipment.
The cost of normal maintenance and repairs
is charged to operating expenses as incurred. Material expenditures which increase the life of an asset are capitalized and depreciated
over the estimated remaining useful life of the asset.
Long-lived assets, which include property, equipment,
goodwill and identifiable intangible assets, are reviewed for impairment whenever events or changes in business circumstances indicate
impairment may exist. If the Company determines that the carrying value of a long-lived asset may not be recoverable, a permanent impairment
charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its estimated fair value. If an initial
assessment indicates it is more likely than not an impairment may exist, it is evaluated by comparing the unit’s estimated fair
value to its carrying value. Fair value is generally estimated using an income approach that discounts estimated future cash flows using
discount rates judged by management to be commensurate with the applicable risk. Estimates of future sales, operating results, cash flows
and discount rates are subject to changes in the economic environment, including such factors as the general level of market interest
rates, expected equity market returns and the volatility of markets served, particularly when recessionary economic circumstances continue
for an extended period of time. Management believes the estimates of future cash flows and fair values are reasonable; however, changes
in estimates due to variance from assumptions could materially affect the evaluations.
Fixed assets as of December 31, 2020, have not been
impaired.
Intangible Assets
The Company accounts for intangibles in accordance
with ASC 350, Intangible-Goodwill and Other. The Company evaluates intangibles, at a minimum, on an annual basis and whenever events and
changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of intangibles is tested by comparing the
carrying amount to the fair value. The fair values are estimated using undiscounted projected net cash flows. If the carrying amount exceeds
its fair value, intangibles are considered impaired and a second step is performed to measure the amount of impairment loss, if any. The
Company evaluates the impairment of intangibles as of the end of each fiscal year or whenever events or changes in circumstances indicate
that an intangible asset’s carrying amount may not be recoverable. These circumstances include:
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a significant decrease in the
market value of an asset;
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a significant adverse change
in the extent or manner in which an asset is used; or
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an accumulation of costs significantly
in excess of the amount originally expected for the acquisition of an asset.
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Income Taxes
The Company accounts for income taxes in accordance
with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes,
whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some
portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized as a benefit
only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized
on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The portion of
the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized
tax benefits in the balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon
examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in
the statements of operations. The open tax years are 2013, 2014, 2015, 2016, 2017, 2018 and 2019.
The Company has
no tax positions on December 31, 2020 and 2019, for which the ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility.
Basic and Diluted Loss Per Share
Earnings per share is calculated in accordance with
the ASC Topic 260, Earnings Per Share. Basic earnings per share is based upon the weighted average number of common shares outstanding.
Diluted earnings per share is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method, warrants are assumed to be exercised at the beginning
of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average
market price during the period.
Recent Accounting Pronouncements
Recent authoritative guidance issued by the FASB (including
technical corrections to the FASB Accounting Standards Codification), the American Institute of Certified Public Accountants, and the
SEC, did not, or are not expected to have a material effect on the Company’s consolidated financial statements.
Note 3 – Note Receivable
In May 2017, the Company formed MYHI-AZ to acquire
equipment to service the growing cannabis industry. In September 2017, the Company entered into a consulting agreement with D9 Manufacturing,
"D9," to provide D9 customers with infrastructure equipment. Also in September 2017, MYHI-AZ purchased 2 intermodal grow containers
from D9 to be used in a grow operation in Arizona. MYHI-AZ leased the grow containers to D9 for 3 years with the right to extend the lease
for an additional 2 years. The lease began August 15, 2017. The lease provided for a monthly lease rate of $20,000 a month and required
advance payment for operating supplies and expenses. The monthly lease rate was recorded as Revenue and an Account Receivable while the
advances were recorded as Other Receivable. The monthly lease payments were to commence on harvesting of the first crop. The containers
were planted in October 2017 with an expected harvest in January 2018. The initial grow operation encountered a power failure which ultimately
resulted in the loss of the crop. The loss of this crop resulted in a deferral of collection of the lease rental payments and the operating
cost payments. The power failure highlighted electrical issues with the facility where the containers were being used and improvements
to the containers that could be made. While the container improvements were made, the facility power requirement issues were never fully
resolved.
Effective September 11, 2018, MYHI-AZ and D9 agreed
to convert the current amount due under the operating lease, representing $150,000 in lease payments and $22,294 in operating expenses,
into a $135,000 note payable, (the "Note"), with a term of 3 years and interest rate of 7% per annum, and to capitalize $35,000
for improvements to the containers. The first payment on the Note was due October 3, 2018.
In addition, and in anticipation of the resolution
of the power issues at the grow facility, the Parties agreed to terminate the current lease effective March 31, 2018, and replace it with
a new lease beginning July 1, 2018 with lease payments of $5,000 per month beginning November 1, 2018. This replacement lease was terminated
on March 31, 2019, as D9 was unable to successfully complete a harvest due to the ongoing power problems and a shift in the focus of their
company to extraction only. The Note however remained in full force and effect.
As of December
31, 2020, D9 had defaulted in making payments to the Company at which the Company determine it would
be in the best interest to write off the note effective immediately. The loss of $61,988 has been recognized as a loss on asset write
off.
Note 4 – Prepaids
Prepaids as of December 31, 2020 and March 31, 2020,
were $5,000 and $0, respectively. These include a $5,000 prepayment to our director and officer for future services.
Note 5 – Fixed Assets
Fixed assets consist of the following at December
31, 2020:
Extraction
Equipment
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$
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159,667
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Less:
accumulated depreciation and amortization
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(67,858
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)
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Total
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$
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91,808
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Total depreciation expense for the nine months ended
December 31, 2020 and 2019 was $24,027 and $42,272, respectively.
Note 6 – Accrued liabilities
As of December 31, 2020 and 2019 total accrued liabilities
consisted of $0 and $2,474, respectively.
Note 7 – Equity
Preferred
Stock
The Company has 250,000,000 shares of Series
B preferred stock with a par value of $0.0001 per share.
On June 9, 2017, the Company authorized up to 200,000
shares of Series B stock issuable. The shares have liquidation preference as well as 20:1 voting rights. The stated value of the shares
are $0.75 per share and are redeemable by the Company, at the Company’s option, at any point after June 9, 2020 with 30 days notice
for the $0.75 per share. The shares are convertible by the Holder at $0.075 per share at any point up until the day before they are redeemed.
On June 12, 2017, the Company issued 100,000 shares
of Series B Convertible Preferred stock, par value $0.0001, to an outside consulting firm for consulting services, valued at $109,700,
which was recorded as consulting fees in the three months ended June 30, 2017. Due to the super voting provision of the Series B Convertible
Preferred stock the Company recorded a loss on valuation of the shares of $2,084,300, the equivalent of 20,000,000 shares less the associated
consulting expense of $109,700.
These are the only shares of Series B Preferred Stock
outstanding as of December 31, 2020 and March 31, 2020.
Common Stock
On May 13, 2020, the Company intended to acquire GPS
Associates, Inc. (“GPS”) from Trilogy Capital, LLC, for an aggregated of 215,250,000 restricted shares of MYHI common stock
for $1,650,000 (valuation given to GPS at the time). The Company, however, was never able to get an audit completed of GPS Associates,
Inc., because the books and records of GPS were so deficient that the Company was unable to generate financial statements of GPS with
the result that the Company in turn was unable to comply with its reporting obligations under the Securities Exchange Act of 1934 and
became delinquent in its filings with the Securities and Exchange Commission.
For these reasons and to ensure the financials of
the Company are not misleading, the Company will record the 215,250,000 shares on its Statement of Stockholders Equity as Reserved - Shares
Outstanding for failed Acquisition at no value. These shares will then be returned and canceled in the subsequent year upon the rescission
agreement on May 17, 2021 (see subsequent note).
In addition to the rescission of the GPS acquisition,
the Company agreed to issue a total of 14,500,000 shares to Trilogy in settlement for various advances made to the Company between September
2020 and March 2021 ($145,000 total advances). As of December 31, 2020. the Company has recorded these shares at a price of $290,000 ($0.02/share
fair market value at time of settlement), as these shares are the “cost” associated with the Company entering into this agreement.
Upon the agreement being rescinded, the Company will write off the debts due to the related party as indicated ($145,000) and will recognize
a loss on the failed acquisition of $145,000 (see subsequent note).
During the nine months ended December 31, 2020, the
Company issued 11,750,000 shares of common stock for total proceeds of $94,000.
Note 8 - Notes Payable
On April 24, 2019, the
Company entered in a convertible note payable in the amount of $112,500. The Company recorded discounts of $2,500
of debt offering costs and an original issue discount of $10,000 on issuance. During the year ended March 31, 2020, the Company fully
amortized these discounts, resulting in $12,500 of interest expense.
The Company determined
there to be an embedded derivative liability present
per the criteria of ASC 815, which requires the elements of the instrument to be bifurcated. The note had conversion provisions allowing
the holder to convert the note into shares of the Company at a discount, as described in the table below. The Company recorded a derivative
liability of $121,053 which was calculated at issuance (April 24, 2019) based on the amount the note could be converted into at that time,
over and above the note payable.
On April 24, 2020, the
convertible note payable with interest accrued in the amount of $94,000 was settled and paid in full.
As of December 31, 2020, the value of the derivative
liability was $111,181, and the company recognized a gain on the settlement in other income section of the income statement.
Note 9 - Related Party Transactions
On April 13, 2020, the Company had an outstanding
note payable of $50,000 and $936 in accrued interest due to Trilogy Capital, LLC. The note accrues 4% interest monthly and is due October
13, 2020.
As of December 31, 2020, the Company owed one shareholder
$15,000 in advances used for operating expenses.
As of December 31, 2020, the Company had received
$75,000 from GPS in advances used for operating expense.
Note 10 – Officer fees
As of December 31, 2020, total officer fees paid were
$33,379 to the Company’s CEO and Director. On September 8, 2020, Alan Smith resigned as a member of the Board of Directors of the
Company and as of President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company, together with any
positions with any subsidiary of the Company. There were no disagreements between the Company and Mr. Smith relative to his resignation.
Note 11 – Commitments and Contingencies
None
Note 12 – Subsequent Events
On May 8, 2020, Mountain
High Acquisitions Corp, (“MYHI”) and Trilogy Capital LLC ("Trilogy") entered into an Exchange Agreement (the “Exchange
Agreement”) pursuant to which MYHI agreed to purchase from Trilogy all of the capital stock of GPS Associates, Inc. (the “GPS
Shares”), a Delaware corporation ("GPS") in exchange (the "Exchange") for 215,250,000 restricted shares of MYHI
(the “MYHI Shares"). Dr. Judy Pham is the sole member and manager of Trilogy. Dr Pham is also the sole member and manager of
Alchemy Capital, LLC ("Alchemy") which owns 53,727,273 shares of the MYHI's Common Stock.
Effective May 17, 2021, Mountain High Acquisitions
Corp, (the “Company”), GPS Associates, Inc. (“GPS”) and Trilogy Capital (Trilogy”) entered into a Rescission
Agreement (the “Rescission Agreement”) pursuant to which the parties thereto agreed to rescind and cancel that certain Exchange
Agreement dated May 13, 2020. Pursuant to the Rescission Agreement Trilogy surrendered or caused the surrender for cancellation of the
MYHI Shares, and the Company returned to Trilogy and/or its designee the GPS Shares. The Rescission Agreement was entered into because
the books and records of GPS were so deficient that the Company was unable to generate financial statements of GPS with the result that
the Company in turn was unable to comply with its reporting obligations under the Securities Exchange Act of 1934 and became delinquent
in its filings with the Securities and Exchange Commission. Under the Exchange Agreement, Trilogy agreed to convert an aggregate amount
of $145,000 representing advances to the Company by Trilogy into 14,500,000 restricted shares (the “Conversion Shares”).
Thus, the financial statements included herein reflect
the financial statements of Mountain High Acquisitions Corp as if the transaction had never occurred. Under AU 560.08, the Company
has determined that the reflection of the acquisition of Trilogy (inclusive of the corresponding shares being issued) would be misleading
to the historical financial statements of the Company.
On March 8, 2021, the Company entered into
an Exchange Agreement with David and Gwen Aquino David Aquino and Gwen Aquino (collectively,the"Shareholders"), pursuant to
which MYHI agreed to purchase from the Shareholders all of the capital stock of Kafkaford Holdings, Inc., a California corporation dba
Certain Supply ("CS") in exchange (the "Exchange") for 48,076,923 restricted shares of MYHI (the “MYHI Shares").
A portion of the MYHI Shares are subject to forfeiture in the event that the Employment Agreement referenced below is terminated by David
Aquino without good reason or by MYHI for cause.
In connection with the Exchange, MYHI entered
into an Employment Agreement with David Aquino (the “Employment Agreement”) pursuant to which MYHI agreed to employ Mr. Aquino
as its Chief Operating Officer and President of CS. The term of employment is for two years from March 8, 2021 provided that the term
will be extended for successive one-year terms unless either party provides written notice at least sixty days prior to the end of the
applicable period of employment. Mr. Aquino is to receive (a) a base salary of $180,000 per annum (the Base Salary”) which Base
Salary will be subject to an increase to $360,000 at the first instance the average of the closing prices of MYHI shares over a consecutive
seven trading day period exceeds $0.25; (b) a signing bonus of $100,000 within 45 days from the closing; (c) an annual bonus on the first
anniversary of closing of $180,000 to be paid in restricted shares of MYHI common stock, and on the second and subsequent anniversaries,
$360,000 in restricted shares of MYHI Common Stock if the average of the closing prices for the consecutive seven trading days immediately
prior to the end of such twelve month period exceeds $0.25; and (d) an annual performance bonus of 4,000,000 restricted shares if (x)on
the first anniversary of the closing, the average of the closing prices for the consecutive seven tradings immediately preceeding such
date is at least $0.25, and (y) on the second and subsequent anniversaries, the average of the closing prices for the consecutive seven
trading days immediately preceeding the applicable anniversary date exceeds $0.35.