UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
MOUNTAIN
HIGH ACQUISITIONS CORP.
(Name of Issuer)
Common
Stock, par value $0.0001 per share
(Title of Class of Securities)
62405W100
(CUSIP Number)
David L. Ficksman
TroyGould PC
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 789-1290
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
August
21, 2018
(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:
¨
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however,
see
the
Notes
).
1
|
NAME OF REPORTING PERSON
Alchemy Capital, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
:
(a)
¨
(b)
ý
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
00
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
62,000,000
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
62,000,000
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
62,000,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
35.43%
|
14
|
TYPE OF REPORTING PERSON
00
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
Judy Pham*
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
:
(a)
¨
(b)
ý
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
00
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
62,000,000
|
8
|
SHARED VOTING POWER
|
9
|
SOLE DISPOSITIVE POWER
62,000,000
|
10
|
SHARED DISPOSITIVE POWER
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
62,000,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
35.43%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
*Dr. Pham is the sole member and manager of the reporting person,
Alchemy Capital LLC
|
Item
|
1.
Security and Issuer.
|
This report on Schedule 13D (this “
Report
”)
pertains to the common stock, par value $0.0001 per share, of Mountain High Acquisitions Corp., a Colorado corporation (the “
Company
”
or the “
Issuer
”). The Issuer’s principal executive offices are located at 6501 E. Greenway Parkway #103-412,
Scottsdale, Arizona 85254.
|
Item
|
2.
Identity and Background.
|
This Report is being filed on behalf
of Dr. Judy Pham and Alchemy Capital, LLC (collectively, the “
Reporting Persons
”).
The address of the Reporting Persons
is 578 Washington Blvd., Suite 578, Marina del Rey, CA 90292.
Dr. Pham’s principal occupation
is as Manager of Alchemy Capital, LLC (“
Alchemy
”).
Alchemy’s principal business is
investments. Alchemy is a Delaware limited liability company.
During the last five years, neither of
the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);
or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities,
subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.
|
Item
|
3.
Source and Amount of Funds or Other Consideration.
|
Effective August 18, 2018 (the “Effective
Date”), the Company, on the one hand, and One Lab Co (“Labco”) and Alchemy, on the other hand, entered into an
Exchange Agreement (the “Exchange Agreement”) pursuant to which Alchemy, the sole shareholder of Labco, agreed to exchange
100% of the capital stock of Labco for 88,000,000 restricted shares of the Company in accordance with the following schedule: 20,000,000
shares at Closing and 68,000,000 shares after certain equipment currently under order by Labco (the “Equipment”) is
delivered to the lessee under a lease agreement between Labco and the lessee (the “Lease”). Additionaly, Alchemy agreed
to pay monthly lease payments of $25,000 to Labco beginning ten days after the Effective Date and until the Equipment is delivered.
The Equipment consists of a state-of-the-art intermodal extraction laboratory engineered and designed specifically for processing
canabis. On August 21, 2018, the Company issued to Alchemy and four other persons of Alchemy an aggregate of 20,000,000 shares
of the Company’s Common Stock of which Alchemy received 11,000,000 shares. On November 23, 2018, the Company issued to Alchemy
and to seven other persons an aggregate of 68,000,000 shares of the Company’s Common Stock of which Alchemy received 51,000,000
shares. As a result of the foregoing, Alchemy received an aggregate of 62,000,000 shares of the Company’s Common Stock.
|
Item
|
4.
Purpose of the Transaction
|
Pursuant to the Exchange Agreement, Alchemy,
through its wholly-owned subsidiary Labco, appointed two designees to the Company’s board of directors and has the right
to appoint one additional designee to the Company’s board. On November 30, 2018, Richard Stifel resigned as a director. As
a result of the foregoing, the Reporting Persons acquired control of the Company. The Reporting Persons intend to use the Company
to make additional acquisitions, enter into strategic transactions or internally grow the business of the Company although no binding
agreements have been entered into as of the date hereof.
|
Item
|
5.
Interest in Securities of the Issuer
|
The information set forth in Item 4,
above is incorporated herein by reference.
(a) Alchemy
is the record owner of 62,000,000 shares of the Company’s Common Stock representing 35.43% of the Company’s outstanding
Common Stock. Judy Pham is the sole member and manager of Alchemy.
(b) As
a result of Dr. Pham’s ownership of Alchemy, Dr. Pham is deemed to have the sole power to vote or direct the vote or to dispose
or direct the disposition of the shares.
(c) Pursuant
to the Exchange Agreement, on August 21, 2018, Alchemy acquired 11,000,000 shares of the Company’s Common Stock, and, on
November 23, 2011, Alchemy acquired an additional 51,000,000 shares.
Except as described in this Report, no
person has the power to direct the receipt of dividends on, or proceeds of sales of, the shares of Common Stock owned beneficially
by the Reporting Persons.
|
Item
|
6.
Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer
|
Other than as described in Item 4, above,
which information is incorporated herein by reference, there are no contracts, arrangements, understandings or relationships between
the Reporting Persons and any other person with respect to the securities of the Issuer.
|
Item
|
7.
Material to be Filed as Exhibits
|
Exhibit No.
|
|
Description of Exhibit
|
A
|
|
Exchange Agreement. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 21, 2018.
|
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
Dated: January 28, 2019
|
/s/ Judy Pham
|
|
Judy Pham
|
|
|
|
Alchemy Capital, LLC
|
|
|
Dated: January 28, 2019
|
/s/ Judy Pham
|
|
By: Judy Pham, Manager
|
|
|
|
|
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