UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~June 3130, ~~2019~~2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

MOUNTAIN HIGH ACQUISITIONS CORP.

(Exact name of registrant as specified in its charter)

Colorado	333-175825	27-3515499
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	6501 E Greenway Parkway, #103-412 Scottsdale AZ 85254
	4350 Executive Drive, Suite 200 San Diego, CA 92121
	(Address of principal executive offices)
	(760) 413-3927
	(Registrant’s Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☑ Emerging Growth Company ☑

~~Non-Accelerated~~If ~~Filer ☐ Smaller~~an ~~Reporting~~emerging ~~Company~~ growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑

Emerging Growth Company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of ~~February~~August 613, ~~2020~~ 2021 there were 220,302,547 shares of the registrant’s $0.0001 par value common stock issued and outstanding.

MOUNTAIN HIGH ACQUISITIONS CORP.

QUARTERLY REPORT

PERIOD ENDED ~~DECEMBER~~JUNE 3130, ~~2019~~2020

TABLE OF CONTENTS

		Page No.
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1216
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1519
Item 4T.	Controls and Procedures	1519
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1620
Item1A.	Risk Factors	1620
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1620
Item 3.	Defaults Upon Senior Securities	1620
Item 4.	Mine Safety Disclosures	1620
Item 5.	Other Information	1620
Item 6.	Exhibits	1620
	Signatures	1721

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Mountain High Acquisitions Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "MYHI" refers to Mountain High Acquisitions Corp.

PART I - FINANCIAL INFORMATION

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS

INDEX		F-1
Consolidated Balance Sheets as of December 31, 2019 (Unaudited) and March 31, 2019		F-2
Consolidated Balance Sheets as of June 30, 2020 (Unaudited) and March 31, 2020 (Audited)		F-2
Consolidated Statement of Operations for the Three Months Ended December 31, 2019 and December 31, 2018 and the Nine Months ended December 31, 2019 and December 31, 2018 (Unaudited)		F-3
Consolidated Statement of Operations for the Three Months Ended June 30, 2020 and June 30, 2019 (Unaudited)		F-3
Consolidated Statement of Stockholders’ Equity (Deficit) from March 31, 2018 to December 31, 2019		F-4
Consolidated Statement of Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2020 and June 30, 2019		F-4
Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2019 and December 31, 2018 (Unaudited)		F-5
Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2020 and June 30, 2019 (Unaudited)		F-5
Notes to the Consolidated Financial Statements (Unaudited)		F-6

F-1

MOUNTAIN HIGH ACQUISITIONS CORP.
CONSOLIDATED BALANCE SHEETS
	December 31,			March 31,
	June 30, 2020			March 31, 2020
	2019			2019
				(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	613,~~586~~154		$	~~767~~5,542
Notes receivable-current		44,927			43,386
Prepaids		5,000			7,500
TOTAL CURRENT ASSETS		106,513			44,153
Deposits		—			5,652
Notes receivable-current		47,341			46,533
TOTAL CURRENT ASSETS		55,495			65,227
OTHER ASSETS
Notes receivable - long term		3918,~~565~~467			7326,~~975~~828
TOTAL OTHER ASSETS		3918,~~565~~467			7326,~~975~~828
FIXED ASSETS (NET)		~~123~~107,~~796~~873			~~305~~115,~~856~~835
TOTAL ASSETS	$	~~269~~181,~~874~~836		$	~~423~~207,~~984~~890
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	~~505~~44,369		$	214,~~544~~473
Accrued liabilities		151,445			151,445
Accounts payable - related party		326			305
Convertible notes payable		132,125			98,553
Accrued liabilities - related party		427			—
TOTAL CURRENT LIABILITIES		284,075			271,542
Accrued interest		—			2,474
Notes payable - related party		50,000			—
Convertible notes payable, net of discounts $0 and $0 as of June 30, 2020 and March 31, 2020, respectively		—			90,656
Derivative Liability		—			111,181
TOTAL CURRENT LIABILITIES		95,122			209,089
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $0.0001 par value; 250,000,000 shares authorized, 100,000 and 100,000 shares issued and outstanding as of December 31, 2019 and March 31, 2019 respectively		10			10
Preferred stock, $0.0001 par value; 250,000,000 shares authorized, 100,000 and 100,000 shares issued and outstanding as of June 30, 2020 and March 31, 2020 respectively		10			10
Common stock, $0.0001 par value; 500,000,000 shares authorized, 212,205,381 and 203,832,914 shares issued and outstanding as of December 31, 2019 and March 31, 2019 respectively		21,221			20,383
Common stock, $0.0001 par value; 500,000,000 shares authorized, 232,435,605 and 220,685,605 shares issued and outstanding as of June 30, 2020 and March 31, 2020 respectively		23,244			22,069
Additional paid in capital		15,~~345~~680,~~556~~470			15,~~257~~587,~~436~~645
Accumulated (deficit)		(15,~~380~~617,~~988~~010	)		(15,~~125~~610,~~387~~923	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		~~(14~~86,~~201~~714	)		~~152~~(1,~~442~~199	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	~~269~~181,~~874~~836		$	~~423~~207,~~984~~890
The accompanying notes are an integral part of these consolidated financial statements

F-2

MOUNTAIN HIGH ACQUISITIONS CORP.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
	~~For the Three Months ended~~	For the Three Months ended					~~For the Nine Months ended~~
	December 31,						December 31,
		June 30,
	2019			2018			2019			2018
		2020			2019
Revenue	$	—		$	86,875		$	—		$	148,750
Operating expenses
Cost of revenue		—			—			—			—
Depreciation		7,961			19,711
Gross profit		—			86,875			—			148,750
Officer and director fees		33,379			22,500
Depreciation		8,049			11,750			42,272			35,250
Professional fees		47,817			33,643
Director fees		22,500			40,000			67,500			130,000
Selling, general and administrative expenses		27,846			11,085
Professional fees		9,535			—			55,380			—
Total operating expenses		117,003			86,939
Selling, general and administrative expenses		11,135			18,781			32,779			90,177
(Loss) from operations		(117,003	)		(86,939	)
Warrant expense		—			—			—			597,000
Other income (expense)
		51,219			70,531			197,931			852,427
Interest Expense:
(Loss) from operations		(51,219	)		16,344			(197,931	)		(703,677	)
Amortization of convertible debt discounts		—			(12,500	)
Debt discount expense		—			—			(12,500	)		—
Interest Expense		(1,050	)		(3,135	)
Goodwill write-off		—			(3,405,134	)		—			(3,405,134	)
Gain on derivative liability		111,181			—
Other income (expense)		~~1,566~~785			21,~~375~~327			~~4,647~~			~~5,430~~
Loss on sale of equipment		—						(39,788	)		—
Total other income (expense)		110,916			(14,308	)
Interest Expense		(3,314	)		(4,748	)		(10,029	)		(21,455	)
Net income (loss)		(6,087	)	$	(101,247	)
Net income (loss)	$	(52,967	)	$	(3,391,163	)	$	(255,601	)	$	(4,124,836	)
Net Income (loss) per share-basic
Net Income (loss) per share-basic
Continuing operations		(0.00	)		(0.00	)
Continuing operations		(0.00	)		(0.03	)		(0.00	)		(0.04	)
Net Income (loss) per share-diluted
Net Income (loss) per share-diluted
Continuing operations		(0.00	)		(0.00	)
Continuing operations		(0.00	)		(0.03	)		(0.00	)		(0.04	)
Weighted average shares outstanding - basic and diluted		229,336,705			207,314,117
Weighted average shares outstanding - basic and diluted		212,205,380			108,704,327			209,420,801			101,681,366
The accompanying notes are an integral part of these consolidated financial statements
The accompanying notes are an integral part of these consolidated financial statements

F-3

MOUNTAIN HIGH ACQUISITIONS CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM MARCH 31, 2018 TO DECEMBER 31, 2019
FOR THE THREE MONTHS ENDED JUNE 30, 2020 AND 2019
											Additional						Total Shareholders’
	Series B Preferred Stock				Common Stock						Additional Paid-in			Accumulated			Total Shareholders' Equity
	Preferred Stock				Common Stock						Paid-in			Accumulated			Equity
	Shares		Amount		Shares			Amount			Capital			Deficit			(Deficit)
Balance March 31, 2018		100,000	$	10		96,208,582		$	9,621		$	9,607,834		$	(9,690,522	)		(73,057	)
Balance March 31, 2020		100,000	$	10		220,685,605			22,069			15,587,645			(15,610,923	)		(1,199	)
Shares issued for services rendered		—		—		80,000			8			6,072			0			6,080
Share purchase agreement		—	$	—		11,750,000		$	1,175		$	92,825		$	—		$	94,000
Note payable conversion		—		—		10,099,332			1,010			289,250			0			290,260
Net (loss)														$	(6,087	)	$	(6,087	)
Cashless warrants issued		—		—		9,500,000			950			596,050			0			597,000
Balance June 30, 2020		100,000	$	10		232,435,605			23,244			15,680,470			(15,617,010	)		86,714
One Lab Co contribution		—		—		—			—			159,667			—			159,667
Balance March 31, 2019		100,000	$	10		203,832,914		$	20,383		$	15,257,436		$	(15,125,387	)	$	152,442
One Lab Co purchase		—		—		88,000,000			8,800			4,596,334			—			4,605,134
Note payable conversion		—		—		4,686,780			469			64,531			—			65,001
Shares issued to consultant		—		—		225,000			23			10,321			—			10,344
Net (loss)		—		—		—			—			—			(101,247	)		(101,247	)
Shares returned						(280,000	)		(28	)		(8,092	)		—			(8,120	)
Balance June 30, 2019		100,000	$	10		208,519,694		$	20,852		$	15,321,967		$	(15,226,634	)	$	116,196
Net (loss)		—		—		—			—			—			(5,434,865	)		(5,434,865	)
Balance March 31, 2019		100,000	$	10		203,832,915		$	20,384		$	15,257,436		$	(15,125,387	)	$	152,442
Note payable conversion		—		—		8,372,466			837			88,120			—			88,957
Net (loss)		—		—		—			—			—			(255,601	)		(255,601	)
Balance December 31, 2019		100,000	$	10		212,205,381		$	21,221		$	15,345,556		$	(15,380,988	)	$	(14,201	)

F-4

MOUNTAIN HIGH ACQUISITIONS CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
	For the Nine Months ended December 31,
	For the three months ended
	2019			2018
	June 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(~~255~~6,~~601~~087	)		(4101,~~124,836~~247	)
Adjustment to reconcile net loss to net
Adjustment to reconcile net loss to net Cash used in operating activities:
Cash used in operating activities:
Depreciation and amortization		7,962			19,711
Depreciation and amortization		42,272			35,250
Original issue discount		—			12,500
Original issue discount		12,500			—
Goodwill		—			(1,200,000	)
Stock for services		—			9,905
Loss on sale of equipment		39,788
Warrants expense		—			597,000
Changes in operating assets and liabilities:
Increase/(decrease) in accounts payable		~~(21~~39,~~039~~895	)		(417,~~367~~412	)
(Increase)/decrease in accounts receivable		—			135,832
(Increase)/decrease in accounts payable related party		21			—
Change in other receivables		32,869			22,294
(Increase)/decrease in accrued liability related party		427
Other assets -deferred revenue		—			(13,750	)
Decrease in derivative liability		(111,181	)		—
Change in prepaid		2,500			—
Decrease in other assets - deposits		5,652			—
Change in other receivables		7,553			11,179
Increase/(decrease) in accrued liabilities		—			—
Interest expense		~~10,030~~870			213,~~455~~135
Net cash provided (used) by operating activities		(~~139~~52,~~181~~388	)		(472,~~521,217~~134	)
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed Assets		—			~~(35,000~~—	)
Proceeds from sale of asset		100,000			—
Deposit on sale of equipment		—			50,000
Purchase of One Lab Co		—			4,605,134
Net cash provided by investing activities		—			50,000
Net cash provided by investing activities		100,000			4,570,134
CASH FLOWS FROM FINANCING ACTIVITIES
Accounts receivable converted to note receivable		—			—
Note conversions		—			—
Note conversions		—			(127,920	)
Proceeds from notes payable		50,000			—
Proceeds from shares for services		—			—
Proceeds from borrowings		—			100,000
Proceeds from borrowings		100,000			—
Net cash (used) provided by financing activities		50,000			100,000
Net cash (used) provided by financing activities		100,000			(127,920	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(2,388	)		77,866
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		60,819			(79,003	)
CASH AND CASH EQUIVALENTS
Beginning of the period		~~767~~5,542			~~109,464~~767
End of the period	$	613,~~586~~154			3078,~~461~~633
Supplemental disclosures of cash flow information
Taxes paid	$	—		$	—
Interest paid	$	—		$	—
The accompanying notes are an integral part of these consolidated financial statements

F-5

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 ~~hemp~~Personal ~~industry.~~protective ~~The Company plans to acquire assets such as~~ equipment~~, real~~ ~~estate and operating entities engaged in hemp related activities and to repurpose its existing assets for use in hemp operations~~industry.

InOn May ~~2017~~22, ~~the Company formed MYHI-AZ to acquire equipment to service the growing cannabis industry. In September 2017~~2016, the Company ~~entered~~completed ~~into~~the ~~a consulting agreement~~acquisition ~~with~~of D9Greenlife ~~Manufacturing,~~Botanix ("~~D9,~~Greenlife") toa ~~provide~~Colorado ~~D9 customers with infrastructure equipment~~corporation. ~~Also,~~The inCompany ~~September~~issued ~~2017~~10,000,000 ~~MYHI-AZ purchased~~restricted 2shares ~~intermodal~~of ~~grow~~its ~~containers~~common ~~from D9~~ stock to bethe ~~used~~shareholders inof aGreenlife ~~grow operation~~ in ~~Arizona.~~exchange ~~MYHI-AZ~~for ~~leased~~their ~~the~~100% ~~grow~~interest ~~containers~~in ~~to D9~~Greenlife. ~~for~~The 3shares ~~years~~were ~~with~~valued at the ~~right~~market tovalue ~~extend~~on the ~~lease~~date of ~~for~~issuance, ~~an additional 2 years~~$0. ~~The lease began August 15~~23, ~~2017. The lease provided~~ for a ~~monthly~~total ~~lease~~consideration ~~rate~~ of $202,300,000. aThe ~~month~~amount ~~and~~paid ~~required advance payment~~ for ~~operating~~Greenlife ~~supplies and expenses. The monthly lease rate~~ was recorded as ~~Revenue~~Goodwill ~~and~~due anto ~~Account Receivable while~~ the ~~advances~~start ~~were~~up nature ~~recorded~~of asGreenlife ~~Other~~and ~~Receivable.~~the ~~The~~minimal ~~monthly~~net ~~lease payments~~assets ~~were~~of toGreenlife ~~commence~~at onthe ~~harvesting~~time of ~~the first crop~~acquisition. ~~The~~Subsequent ~~containers~~to ~~were~~the ~~planted~~purchase inof ~~October~~Greenlife ~~2017~~the ~~with an expected harvest~~Company inexecuted ~~January~~a ~~2018.~~rescission ~~The~~agreement ~~initial~~with ~~grow~~Freedom ~~operation~~Seed ~~encountered~~and aFeed, ~~power~~"FSF", ~~failure~~ which ~~ultimately~~prevented ~~resulted~~Greenlife infrom ~~the~~becoming ~~loss~~a offully ~~the~~integrated cosmetic ~~crop~~company. ~~The loss~~Due ofto ~~this~~the ~~crop~~rescission ~~resulted~~of inFSF aand ~~deferral~~the ofremarketing ~~collection~~ of the ~~lease~~Greenlife ~~rental~~product ~~payments~~line ~~and~~ the ~~operating~~Company ~~cost~~evaluated ~~payments.~~the ~~The~~book ~~power~~value ~~failure~~of ~~highlighted electrical issues with~~ the ~~facility~~asset ~~where the containers are being used~~ and ~~improvements~~elected to impair the ~~containers that~~goodwill ~~could~~value beof ~~made.~~Greenlife ~~The container improvements~~ and ~~facility~~expensed ~~power~~the ~~requirement~~$2,300,000 ~~issue~~book ~~took~~value ain ~~few~~the ~~months~~year toended ~~resolve~~March 31, 2017.

~~Effective June 5~~On March 31, ~~2018~~2020, ~~MYHI-AZ~~the ~~and~~Company D9sold ~~agreed to~~its ~~convert~~100% ~~the~~interest ~~current~~in ~~amount~~GreenLife ~~due~~to ~~under~~Evolution ~~the~~Equities ~~operating lease~~Corporation, ~~representing~~a ~~$150,000~~Nevada inCorporation ~~lease~~for ~~payments~~the ~~and~~sum ~~$22,294~~of ~~in operating expenses,~~$1.00. ~~into~~At athe ~~$135,000~~time ~~note~~of ~~payable, (~~the ~~"Note")~~sale, ~~with~~GreenLife ahad ~~term~~no ofassets 3and ~~years~~had ~~and~~liabilities ~~interest~~in ~~rate~~the amount of 7%$201,445. ~~per~~Of ~~annum,~~the ~~and~~liabilities tothat ~~capitalize~~were in GreenLife, $35138,~~000~~945 ~~for~~were ~~improvements~~owed to ~~the~~Brent ~~containers~~McMahon, a related party. The ~~first~~gain ~~payment~~ on ~~the~~deconsolidation has been ~~Note~~reflected ~~was~~as ~~due~~an ~~October~~increase 3in Additional Paid in Capital of $201,445 ~~2018.~~as ~~The~~the ~~Parties~~transaction ~~also~~was ~~agreed~~with toa ~~terminate~~related party controlled ~~the~~by ~~current~~a ~~lease~~stockholder ~~effective~~in ~~March~~the 31company, ~~2018~~resulting ~~and~~in ~~replace~~the iteffective ~~with~~treatment aof ~~new~~the ~~lease~~gain ~~beginning~~as ~~July~~a 1,stockholder ~~2018~~contribution. ~~with~~The ~~lease~~company ~~payments~~assesses its ofjoint ~~$5,000 per~~ventures ~~month~~and ~~beginning~~partnerships ~~November~~at 1,inception ~~2018.~~to ~~This~~determine ~~replacement~~if ~~lease~~any ~~was~~meet ~~terminated~~the onqualifications ~~March~~of ~~31,~~a ~~2019~~variable asinterest D9entity ~~was~~("VIE") in ~~unable~~accordance towith ~~successfully complete~~Accounting aStandards ~~harvest~~Codification ("ASC") 810, "Consolidation." ~~due~~If toa ~~the~~joint ~~ongoing~~venture ~~power~~or ~~problems~~partnership is a VIE and athe ~~shift~~company inis the ~~focus~~primary ofbeneficiary, ~~their~~the ~~company~~joint toventure ~~extraction~~or ~~only~~partnership is fully consolidated. ~~During~~Management ~~the~~has determined ~~three~~GreenLife ~~month~~does ~~period~~not ~~ended~~meet ~~June~~the ~~30,~~definition ~~2019,~~of ~~the~~a ~~Company~~business ~~decided~~under toASC ~~sell~~805 ~~the~~and ~~containers~~is totherefore ~~generate~~not ~~capital~~subject to ~~finance~~VIE ~~its~~guidance ~~own~~and ~~change~~should remain deconsolidated inafter ~~focus~~the tosale ~~extraction~~date. ~~On August 20~~Furthermore, ~~2019~~ the Company ~~completed~~forgave the ~~sale~~balance of $50,000 due from Greenlife on the ~~containers~~transaction ~~for~~date, ~~proceeds~~resulting ofin at $~~100~~50,000 loss.

OnIn ~~August~~May 182017, ~~2018~~the Company formed MYHI-AZ , an Arizona Corporation to acquire equipment to service the growing cannabis industry. In September 2017, the Company entered into an ~~Exchange~~a ~~Agreement~~consulting ~~(the~~agreement ~~“Exchange~~with ~~Agreement”)~~D9 ~~with~~Manufacturing, ~~Alchemy~~"D9," to ~~Capital~~provide ~~LLC~~D9 ~~(“Alchemy”)~~customers ~~pursuant~~with toinfrastructure ~~which Alchemy~~equipment. Also, ~~the~~in ~~sole~~September ~~shareholder~~2017, ofMYHI-AZ ~~One~~purchased ~~Lab~~2 Cointermodal ~~(“Labco”),~~grow ~~agreed~~containers from D9 to ~~exchange~~be ~~100%~~used ofin a grow operation in Arizona. MYHI-AZ leased the ~~capital~~grow ~~stock~~containers ofto ~~Labco~~D9 for ~~88,000,000 restricted~~3 ~~shares~~years ofwith the ~~Company~~right (to extend the ~~“MYHI~~lease ~~Shares”)~~for an additional 2 years. The ~~Exchange~~lease ~~Agreement~~began ~~called~~August 15, 2017. The lease provided for ~~the~~a ~~issuance~~monthly lease rate of $20,000~~,000~~ a month and required advance ~~MYHI~~payment ~~Shares~~for atoperating ~~Closing~~supplies and ~~68,000,000~~expenses. ~~MYHI~~The ~~Shares~~monthly ~~after~~lease ~~certain~~rate ~~equipment~~was ~~under~~recorded ~~order~~as byRevenue ~~Labco~~and atan ~~the~~Account ~~time~~Receivable (while the ~~“Equipment”)~~advances ~~was~~were ~~delivered~~recorded ~~pursuant~~as toOther aReceivable. ~~Lease~~The ~~Agreement~~monthly ~~(the~~lease ~~“Lease”)~~payments ~~between~~were ~~Labco~~to ~~and~~commence ~~Workforce~~on ~~Labor~~harvesting ~~Solutions,~~of ~~LLC (“~~the ~~Lessee”)~~ first crop. The ~~Equipment~~containers ~~consists~~were ofplanted in aOctober ~~state-of-the-art~~2017 ~~intermodal~~with ~~extraction~~an ~~laboratory,~~expected ~~engineered~~harvest ~~and~~in ~~designed~~January ~~specifically for processing cannabis~~2018. The ~~Lease~~initial ~~calls~~grow ~~for~~operation ~~monthly~~encountered ~~payments~~a ofpower ~~$25,000~~failure ~~and~~which ~~has~~ultimately aresulted in ~~five~~the ~~year~~loss ~~term~~of ~~commencing~~the ~~November~~crop. 1,The ~~2018~~loss ~~with an~~of ~~option~~this tocrop ~~renew~~resulted ~~for~~in a ~~second~~deferral ~~five~~of ~~year~~collection ~~term.~~of Asthe oflease ~~December~~rental ~~31,~~payments ~~2019,~~and the ~~Lessee~~operating ~~was~~cost payments. ~~eleven~~The ~~months~~power infailure ~~arrears~~highlighted onelectrical issues with the ~~lease. The~~facility ~~Company~~where ~~has~~the ~~been~~containers inwere ~~constant~~being ~~discussion~~used ~~with~~and improvements to the containers ~~Lessee~~that ~~regarding~~could ~~this~~be ~~delinquency~~made. ~~and~~The ~~hopes~~container toimprovements ~~resolve~~and ~~the~~facility ~~matter~~power ~~before~~requirement ~~the end~~issue oftook ~~the~~a ~~current~~few ~~quarter~~months to resolve.

F-6

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~~ continuation of the Company as a going concern. The Company has incurred a net loss of $~~255~~6,~~601~~087 for the ~~nine~~three months ended ~~December 31~~June 30, ~~2019~~2020 and has an accumulated deficit of $15,~~380~~617,~~988~~010. 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.

F-67

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 ~~GreenLife Botanix,~~ 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:

•	Level 1 - Quoted prices in active markets for identical assets or liabilities.
•	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.
•	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.

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.

Concentrations

For the quarter ended June 30, 2020 and 2019, one customer accounted for nil% and 100%, respectively, of the Company’s revenues.

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. At June 30, 2020 and March 31, 2020, the Company had $0 and $0 in excess of the FDIC insured limit, respectively.

F-8

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.

~~Revenue~~Under ~~represents~~ASC ~~lease~~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 ~~grow~~appropriate amount of revenue to be recognized ~~containers~~for ~~pursuant~~arrangements determined to be within the scope of ASC 606, the Company's ~~lease~~performs ~~with~~the D9following ~~and~~five ~~extraction~~steps: ~~equipment~~(i) ~~lease~~identification ~~pursuant~~of tothe promised goods or services in the ~~Labco~~contract; ~~share~~(ii) ~~exchange~~determination ~~agreement.~~of whether the promised goods or services are performance obligations including ~~For~~whether they are distinct in the ~~nine~~context ~~months~~of ~~ended~~the ~~December~~contract; 31(iii) measurement of the transaction price, ~~2019~~including the ~~Company~~constraint ~~recorded~~on novariable 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 three months ended June 30, 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 June 30, 2020, have not been impaired.

F-9

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:

·• a significant decrease in the market value of an asset;

·• a significant adverse change in the extent or manner in which an asset is used; or

·• an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset.

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 ~~2012,~~ 2013, 2014, 2015, 2016, 2017, 2018 and ~~2018~~2019.

The Company ~~has~~ has no tax positions at ~~December~~June 3130, ~~2019~~2020 and ~~2018~~2019, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

F-7

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.

F-10

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 June ~~December 31~~30, ~~2019~~2020, ~~D9 was up to date with~~ the ~~required Note payments. The~~ Company is ~~confident~~evaluated ~~that D9 will continue to make~~ the ~~required~~collectability ~~payments for the full term~~ of the ~~Note~~note asand D9believes ~~has entered into a partnership with Verano Holdings LLC effective February 27, 2019 for~~ the ~~provision~~balance of ~~extraction~~$65,808 is ~~services~~collectible. ~~This relationship will provide~~ D9 ~~with~~ ais ~~more~~current ~~stable~~in ~~platform~~its ~~from~~required ~~which~~Note ~~to operate their business~~payments.

Note 4 – ~~Fixed Assets~~Prepaids

~~Fixed~~Prepaids ~~assets~~as ~~consist~~ of ~~the~~June ~~following~~30, at2020 ~~December~~ and March 31, ~~2019:~~2020, were $5,000 and $0, respectively. These include a $5,000 prepayment to our director and officer for future services.

Extraction Equipment	$	159,667
Less: accumulated depreciation and amortization		(35,871	)
Total	$	123,796

Note 5 – Fixed Assets

~~F-8~~Fixed assets consist of the following at June 30, 2020:

Note 5 – Accrued liabilities

Extraction Equipment	$	159,667
Less: accumulated depreciation and amortization		(51,793	)
Total	$	107,873

AsTotal ofdepreciation ~~December~~expense ~~31,~~for ~~2019,~~the ~~total~~three ~~accrued~~months ~~liabilities~~ended ~~consisted~~June ~~of $151~~30,~~455.~~ A2020 ~~total~~and of2019 was $~~138~~7,~~945~~961 ~~is related to a liability due to Brent McMahon for Greenlife selling~~ and ~~administrative expenses. A total of~~ $1219,~~500~~711, ~~is related to Greenlife office lease expenses~~respectively.

~~Note 6 – Equity~~F-11

Note 6 – Accrued liabilities

As of June 30, 2020, total accrued liabilities consisted of $427.

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 June 30, 2020 and March 31, 2020.

Common Stock

~~Effective~~During the three months ended June 1230, ~~2017~~2020, the Company ~~increased~~ ~~its~~issued ~~authorized shares of common stock to 500~~11,~~000~~750,000 shares ~~with a par value~~ of ~~$0.0001~~common ~~per share. The Company has 250,000,000 shares of preferred~~ stock ~~with~~for atotal ~~par~~proceeds ~~value~~ of $094,000.~~0001 per share.~~

OnNote ~~June~~8 ~~12,~~- ~~2017,~~Notes the Company issued 100,000 shares of Series B Convertible Preferred stock 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.Payable

~~During~~On April 24, 2019, the Company ~~nine~~entered ~~months~~in ~~ended~~a ~~December~~convertible ~~31,~~note ~~2019,~~ payable in the amount of $112,500. The Company ~~converted~~recorded discounts of $882,~~957~~500 of debt offering costs and an original issue discount of ~~convertible~~$10,000 ~~notes~~on ~~into~~issuance. 8During the year ended March 31,~~372~~ 2020,~~466~~ ~~shares~~the Company fully amortized these discounts, resulting in $12,500 of ~~common~~interest ~~stock~~expense.

~~Note~~The 7Company -determined there ~~Notes~~to ~~Payable~~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.

AtOn ~~December~~April 3124, ~~2019~~2020, the ~~Company had outstanding~~ convertible ~~notes~~note payable towith ~~third~~interest ~~parties~~accrued in the amount of $~~132~~94,~~125.~~000 ~~The~~was ~~notes~~settled ~~had interest rates of 3%-12%~~ and ~~had~~paid a conversion provision allowing the holder to convert each note into shares of the Company at a discount. This is referred to as the Beneficial Conversion Feature, "BCF". Due to the fact that the notes could be converted immediately or any time thereafter, there is no amortization of expense, so the Company has elected to record an expense in ~~the current year for the difference between the BCF and the share value on the date the note was executed:~~full.

Andrew Cervasio	$	11,469	Lesser of $0.03 or 80% lowest closing bid 15 days prior to conversion
St.George Financial	$	120,656	180 days from closing at lower of 65% of avg. 2 lowest closing bid 15 days prior to conversion
	$	132,125

As of June 30, 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~~On 8April -13, 2020, the Company had an outstanding ~~Related~~note ~~Party~~payable ~~Transactions~~of $50,000 due to Trilogy Capital, LLC. The note accrues 4% interest monthly and is due October 13, 2020.

~~Effective~~Note ~~April 1,~~9 ~~2017,~~- ~~Alan~~Related ~~Smith~~Party assigned his consulting agreements and all future amounts due under the agreements to Evolution Equities Corp, "Evolution". Evolution is a related party due to Mr. Smith's ownership interest and positions in the company. Evolution was paid $67,500 for the nine months ended December 31, 2019. Additionally, the Company has retained KWPR Group, “KWPR”, a public relations company to assist with web site maintenance, press release preparation and social network posts. KWPR is a related party as the owner Kelly Wood is wife to the CEO Mr. Alan Smith. As of December 31, 2019, the total fees paid to KWPR was $22,500.Transactions

~~Note~~Effective 9April –1, 2017, Alan Smith assigned his consulting ~~Officer~~agreements and all future amounts due under the agreements to Evolution Equities Corp, "Evolution". Evolution is a related party due to Mr. Smith's ownership interest and positions in the company. Evolution was paid $33,379 for the three months ended June 30, 2020. Additionally, the Company has retained KWPR Group, “KWPR”, a public relations company to assist with web site maintenance, press release preparation and social network posts. KWPR is a related party as the owner Kelly Wood is wife to the CEO Mr. Alan Smith. As of June 30, 2020, the total fees paid to KWPR was $7,500.

~~As of December 31, 2019, total officer fees paid were $67,500 to the Company’s CEO and Director.~~F-12

Note 10 – ~~Commitments~~ ~~and~~Officer ~~Contingencies~~fees

As of June 30, 2020, total officer fees paid were $33,379 to the Company’s CEO and Director.

Note 11 – Commitments and Contingencies

None

Note 1112 – Subsequent Events

On ~~January~~September 228, 2020, Alan Smith resigned as a member of the Board of Directors of the Company ~~converted~~and ~~$30~~as President,~~000~~ ofChief ~~convertible~~Executive ~~notes~~Officer, ~~into~~Chief 8Financial Officer,~~097~~ Secretary and Treasurer of the Company,~~166~~ ~~shares~~together with any positions with any subsidiary of ~~common~~the ~~stock~~Company. There were no disagreements between the Company and Mr. Smith relative to his resignation. On September 9, 2020 Raymond Watt assumed the position of Chief Executive Officer and President of the company.

~~F-9~~On March 8, 2021, the Company entered into an Exchange Agreement with David and Gwen Aquino

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., 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.

GPS is a California based company engaged in the formulation, manufacturing, branding, fulfillment and distribution of hemp-derived CBD products at its cGMP, FDA-registered facility in Santa Ana, California. GPS's team of professionals includes physiologists, chemists, herbalists and botanists committed to combining high-quality organic CBD with synergistic organic, raw herbs to produce pure, premium consumer products. All products manufactured by GPS are tested at independent, third party laboratories to prove potency and purity.

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 8,2020. Pursuant to the Rescission Agreement Trilogy surrendered or caused the surrender for cancellation of the Company 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 $194,000 representing advances to the Company by Trilogy into 19,400,000 restricted shares (the “Conversion Shares”).

F-13

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

BUSINESS OPERATIONS

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 away from cannabis and instead focus on opportunities in the hemp industry. The Company plans to acquire assets such as equipment, real estate and operating entities engaged in hemp related activities and to repurpose its existing assets for use in hemp operations.

In May 2017, the Company formed MYHI-AZ to ~~acquire~~ 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 an 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 ~~are~~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 an 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~~.00~~ 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~~ 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.

~~Effective~~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”), 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 ~~December~~March 31,~~2019~~ 2020, the Lessee was ~~eleven months~~ in arrears on the lease. The Company has been in constant discussion with the Lessee regarding this delinquency and hopes to resolve the matter before the end of the current quarter.

12In 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.

RESULTS OF OPERATIONS

Working Capital

	As of December 31, 2019
	As of June 30, 2020
Total Current Assets	$	~~106~~55,~~513~~495
Total Current Liabilities		(~~284~~95,~~075~~122	)
Working Capital (Deficit)	$	(~~177~~39,~~562~~627	)

Cash Flows

	Three months Ended December 31, 2019
	Three months Ended June 30, 2020
Cash Flows from (used in) Operating Activities	$	(~~139~~52,~~181~~388	)
Cash Flows from (used in) Investing Activities		~~100,000~~—
Cash Flows from (used in) Financing Activities		~~100~~50,000
Net Increase (decrease) in Cash during period	$	(602,~~819~~388	)

Operating Revenues

Three Months Ended ~~December~~June 3130, ~~2019~~ 2020 Compared to Three Months Ended ~~December~~June 3130, ~~2018~~2019

During the three months ended ~~December~~June 3130, ~~2019~~ 2020, the Company recorded no revenue compared to $86,875 revenue for the three months ended ~~December~~June 3130, ~~2018~~2019. The revenue in the three months ended ~~December~~June 3130, 2020 ~~2018~~ was for lease revenue.

Nine Months Ended December 31, 2019 Compared to Nine Months Ended December 31, 2018

During the nine months ended December 31, 2019, the Company recorded no revenues compared to $148,750 revenue for the nine months ended December 31, 2018. The revenue in the nine months ended December 31, 2018 was for lease revenue.

Operating Expenses and Net Loss

Three Months Ended ~~December~~June 3130, ~~2019~~2020 Compared to Three Months Ended ~~December 31~~June 30, ~~2018~~2019

~~The~~In ~~net~~prior ~~loss~~years, ~~for~~ the ~~three~~Company ~~months~~was ~~ended~~in ~~December~~the business of 31providing infrastructure assets to licensed producers, ~~2019~~processors and retailers engaged in the cannabis industry. Due to the restrictive regulatory and operational challenges the Company faced in that business it was ~~$52,967,~~decided ~~compared~~to pivot away from cannabis and instead focus on opportunities in the hemp industry. The Company plans to aacquire ~~net~~assets ~~loss~~such ofas $3equipment,~~391,163~~ real estate and operating entities engaged in hemp related activities and to repurpose its existing assets for ~~the~~use ~~three~~in ~~months~~hemp ~~ended~~operations. ~~December~~For 31these reasons, ~~2018~~there has been a change in our operating expense, and net loss.

The net loss for the three months ended ~~December~~June 30, 2020, 31was $6,087, ~~2019~~compared ~~consists~~to ofa ~~director~~net ~~fee~~loss of $22101,~~500,~~247 ~~other~~for ~~SG&A~~the ofthree ~~$11,135,~~months ~~depreciation~~ended ofJune $830,~~049,~~ ~~professional~~2019. ~~fees~~The ofprimary ~~$9,535~~reason ~~and~~for the decrease in net loss ~~interest~~was ~~expense~~in of2019 ~~$3,314~~the ~~offset~~Company byhad ~~$1,566~~incurred ofhigher ~~other~~operating ~~income~~expenses.

The net loss for the three months ended ~~December 31~~June 30, ~~2018~~2020 consisted of ~~depreciation of~~ $1133,~~750,~~379 director fees, of $407,~~000~~961 for depreciation expense, ~~other~~$47,817 ~~SG&A~~for ofprofessional fees, and $1827,~~781~~846 for selling, general and administrative expense. Furthermore, the Company recognized interest expense of $41,~~748~~050, ~~debt~~ ~~discount~~a ~~expense~~gain of $3111,~~405,134~~181 of ~~offset~~derivative byliability and other income of $~~2,375~~785.

~~Nine~~The ~~Months~~net ~~Ended~~loss ~~December~~for 31the three months ended June 30, 2019 consisted ~~Compared~~of depreciation of $19,711, director fees of $22,500, professional fees of $33,643 and $11,085 for selling general and administrative toexpense. ~~Nine~~Furthermore, ~~Months~~interest ~~Ended~~expense ~~December~~of 31$3,135, ~~2018~~debt discount expense of $12,500 offset by other income of $1,327.

The net loss for the nine months ended December 31, 2019 was $255,601 compared to a loss of $4,124,836 for the nine months ended December 31, 2018.

The loss for the nine months ended December 31, 2019 consists of director fee of $67,500, other SG&A of $32,779, depreciation of $42,272, professional fees of $55,380, interest expense of $10,029, debt discount of $12,500 and a loss on sale of equipment of $39,788 offset by other income of $4,647.

The loss for the nine months ended December 31, 2018 consists of warrant expense of $597,000, director fee of $130,000, other SG&A of $90,177, depreciation of $35,250, goodwill write-down of $3,405,134 and interest expense of $21,455 offset by other income of $5,430.

Liquidity and Capital Resources

At ~~December~~June 3130, ~~2019~~2020, the Company’s cash ~~balance~~ balance and total assets were $613,~~586~~154 and $~~269~~181,~~874~~836, respectively.

At ~~December~~June 3130, ~~2019~~2020, the Company had total ~~liabilities~~ liabilities of $~~284~~95,~~075~~122, consisting of $~~505~~44,369 in accounts payable, $~~151~~326 in accounts payable related party,~~455~~ $427 in related party accrued liabilities , and $~~132~~50,~~125~~000 in ~~convertible~~ notes payable, related party.

As at ~~December~~June 3130, ~~2019~~2020, the Company had a working capital deficit of $~~177~~39,~~562~~627.

1317

Cashflow used in Operating Activities

During the ~~nine~~three-month period ended ~~December 31,~~June ~~2019~~30, 2020, the Company used $~~139~~52,~~181~~388 of cash for Operating Activities compared to cash used for operating activities of $472,~~521,217~~ 134 for the ~~nine~~three months ended ~~December~~June 3130, ~~2018~~2019.

Cash used for operations for the ~~nine~~ three-month ~~period~~ period ended ~~December~~June 3130, ~~2019~~2020 were our loss of $~~255~~6,~~601~~087 offset by depreciation of $427,~~272~~962, aan ~~decrease~~increase in account payable of $2139,~~039~~895, an ~~increase~~a decrease in accounts ~~other~~payable ~~receivables~~related party of $3221,~~869,~~ a ~~loss~~decrease of ~~sale~~$427 ~~equipment~~in accrued liability related party, a decrease of $39111,~~788~~181 in derivative liability, increase anin ~~original~~other ~~issue~~receivables ~~discount~~of $7,553, a decrease of $122,500 in prepaids, a decrease of $5,652 in deposits and interest expense of $~~10,030~~870.

Cash used for operations for the ~~nine~~ three-month ~~period~~ period ended ~~December~~June 3130, ~~2018~~2019, were our loss of $4101,~~124,836~~247 offset by depreciation of $3519,~~250~~711, aand ~~decrease in account payable of~~ $412,~~367,~~500 ~~an increase~~ in ~~other~~original ~~receivables~~issued ~~of $22~~discount,~~294,~~ a ~~warrant expense of $597,000, a~~ decrease in ~~receivables~~account payable of $~~135~~17,~~832~~412, an increase by ~~share~~in ~~issuance~~other ~~for~~receivables ~~services~~ of $911,~~905~~179, ~~goodwill of $1,200,000,~~ an increase in interest expense of $213,~~455 and a decrease of deferred revenue of $13,750~~315.

Cashflow used in Investing Activities

Cash provided by investing activities was $~~100,000~~0 compared to $450,~~570,134~~0000 for the ~~nine~~three months ended ~~December~~June 3130, 2019.

Cashflow from Financing Activities

During the ~~nine~~ three-month period ended ~~December~~June 3130, ~~2019~~2020, the Company obtained $~~100,000~~0 of cash in financing activities compared to cash used by financing activities of $~~127~~50,~~920~~000 for the ~~nine~~three months ended ~~December~~June 3130, ~~2018~~2019.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. No assurance can be given as to the availability of financing or on the terms thereof. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

We will continue to rely on equity sales of our common shares and advances from our majority stockholders in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

1418

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.

Controls and Procedures

Disclosure Controls and Procedures

Based on an evaluation as of the date of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the ~~effectiveness~~ effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~December~~June 30, 312020, ~~2019~~ to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing ~~and~~ and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our ~~management~~ management assessed the effectiveness of our internal control over financial reporting as of ~~December~~June 3130, ~~2019~~2020. In making this assessment management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) (COSO). Our management has concluded that, as of ~~December~~June 3130, ~~2019~~2020, our internal control over financial reporting is effective based on these criteria.

Changes in Internal Control and Financial Reporting

There has been no change in our internal control ~~over~~ over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of ~~December~~June 3130, ~~2019~~2020, that occurred during our third fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

1519

PART II—OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A.

RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

ITEM 3.

Defaults Upon Senior Securities

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

16Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

31.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a–14(c) and 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MOUNTAIN HIGH ACQUISITIONS CORP.
Dated: February 6, 2020	/s/ Alan Smith
Dated: August 13, 2021	/s/ Raymond Watt
	By: Alan Smith
	By: Raymond Watt, Chief Executive Officer and Chief Financial Officer
	Its: President, CEO, CFO, and Director
	(Principal Financial Officer)

1721

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