10-K/A 1 myhi0221form10ka.htm FORM 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

 

FORM 10-K/A

AMENDED

______________

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the Fiscal Year Ended March 31, 2016
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
  For the Transition Period from ________ to _________

 

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

 

 

 

(Address of principal executive offices)

 

(303) 358-3840
(Registrant’s Telephone Number)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

 

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

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

 

Large accelerated filer  ☐ Accelerated filer  ☐
   
Non-accelerated filer  ☐ Smaller reporting company  ☑

 

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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant is $1,065,344 based upon the price $0.05 at which the common stock was last sold as of the last business day of the most recently completed fourth fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws. Our common stock is traded in the over-the-counter market and quoted on the Over-The-Counter Bulletin Board under the symbol “MYHI.”

 

As of July 14, 2016 there were 44,750,221 shares of the registrant’s $0.001 par value common stock issued and outstanding.

 

Documents incorporated by reference: None

 

Explanatory Note

 

As a result of the United States Securities and Exchange Commission review of and Comment Letter, dated February 7th, 2017, for Mountain High Acquisitions Corp.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended March 31st, 2016, as filed on July 14th, 2016, the Company is filing this amendment on Form 10-K/A to reflect and amend the items mentioned.

 

 
 

Table of Contents

    Page
  PART I  
     
Item 1 Business 4
Item 1A Risk Factors 5
Item 1B Unresolved Staff Comments 5
Item 2 Properties 5
Item 3 Legal Proceedings 5
Item 4 Mine Safety Disclosures 5
     
  PART II  
     
Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 6
Item 6 Selected Financial Data 6
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 7
Item 7A Quantitative and Qualitative Disclosures about Market Risk 9
Item 8 Financial Statements and Supplementary Data 9
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 20
Item 9A Controls and Procedures 20
Item 9B Other Information 20
     
  PART III  
     
Item 10 Directors and Executive Officers and Corporate Governance

21
Item 11 Executive Compensation 22
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 24
Item 13 Certain Relationships, Related Transactions and Director Independence 25
Item 14 Principal Accounting Fees and Services 25
     
  PART IV  
     
Item 15 Exhibits 26

 

 
 

FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K 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. These risks and uncertainties include the following:

 

·The availability and adequacy of our cash flow to meet our requirements;
·Economic, competitive, demographic, business and other conditions in our local and regional markets;
·Changes or developments in laws, regulations or taxes in our industry;
·Actions taken or omitted to be taken by third parties including our competitors, as well as legislative, regulatory, judicial and other governmental authorities;
·Competition in our industry;
·The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;
·Changes in our business strategy, capital improvements or development plans;
·The availability of additional capital to support capital improvements and development; and
·Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

 

This report should be read 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.

 

Use of Term

 

Except as otherwise indicated by the context hereof, references in this report to “Company,” “MYHI,” “we,” “us” and “our” are references to Mountain High Acquisitions Corp.  All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

 

 
 

PART I

 

ITEM 1. BUSINESS

 

History

 

Mountain High Acquisitions Corp. (“Mountain High,” “we,” “us,” or the “Company”) was incorporated in the State of Colorado on September 22, 2010, under the name Wireless Attachments, Inc.

 

From September 22, 2010 and before the Share Exchange (as described below), the Company had been in the research and development phase. We intended to develop solar cloth membranes and solar charging units for outdoor active wear that convert sunlight into electrical power that could be used for charging and operating mobile devices, such as the iPhone and iPod.

 

On March 6, 2014, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Canna-Life Corporation, a Colorado corporation whose primary business was to hold, develop and manage real property (“Canna-Life”), the shareholders of Canna-Life (the “Canna-Life Shareholders”), and the controlling stockholders of the Company (the “WAI Controlling Stockholders”). Pursuant to the Share Exchange Agreement, the Company acquired 8,104,000 (100%) shares of common stock of Canna-Life from the Canna-Life Shareholders (the “Canna-Life Shares”) and in exchange issued 8,104,000 restricted shares of its common stock to the Canna-Life Shareholders (the “Company Shares”). As a result of the Share Exchange, Canna-Life became a wholly-owned subsidiary of the Company and the Company carried on the business of Canna-Life as its primary business. The Share Exchange Agreement contained customary representations, warranties and conditions to closing. The closing of the Share Exchange (the “Closing”) occurred on March 6, 2014 (the “Closing Date”).

 

On March 11, 2014, the Company’s name was changed from Wireless Attachments, Inc. to Mountain High Acquisitions Corp. Additionally, the Company’s ticker symbol, as of the open of business on March 12, 2014, changed from “WRSS” to “MYHI.”

 

Business of the Company after the Acquisition of Canna-Life Corporation

 

Mountain High initially started as a strategic real estate investment firm whose primary focus was acquiring and equipping commercial facilities to be leased to and utilized by the commercial marijuana industry in Colorado. The Company does not and will not grow, harvest, distribute or sell cannabis or any substances that violate United States law or the Controlled Substances Act. Mountain High was poised to become one of the largest holders of properties zoned and approved for use by the commercial marijuana industry in Colorado. See below for subsequent changes to the direction of the Company

 

As Mountain High’s new focus was to hold, develop and manage real property, the research and development efforts initiated by Wireless Attachments, Inc. were terminated.

 

On February 8 2015, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Greenlife BiotanX, Inc., a Nevada corporation (“GBX”), and the controlling stockholders of GBX (the “GBX Shareholders”). Pursuant to the Share Exchange Agreement, the Company acquired 1,000,000 (100%) shares of common stock of GBX from the GBX (the “GBX Shares”) and in exchange issued 25,000,000 restricted shares of its common stock to the GBX Shareholders (the “MYHI Shares”). As a result of the Share Exchange Agreement, GBX became a wholly-owned subsidiary of the Company. The Share Exchange Agreement contains customary representations, warranties and conditions to closing. The closing of the Share Exchange (the “Closing”) was to occur on February 8, 2015 (the “Closing Date”). On April 30, 2015 the Share Exchange Agreement was modified to reflect a change in the number of share being issued to GBX Shareholders from 25,000,000 shares to 10,000,000. The transaction closed May 22, 2015.

 

On April 1, 2015 the Company entered into a Share Exchange Agreement with Freedom Feed & Seed Inc. (the “FSF Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, the Company acquired 75,000 (100%) shares of common stock of FSF from FSF (the “FSF Shares”) and in exchange issued 31,429,000 restricted shares of its common stock to the FSF Shareholders (the “MYHI Shares”). As a result of the Share Exchange Agreement, FSF became a wholly-owned subsidiary of the Company. The Share Exchange Agreement contained customary representations, warranties and conditions to closing. The transaction closed on May 19, 2015.

 

Subsequent to the above transaction, FSF and MYHI enter into a Rescission Agreement (the "RA") on June 30, 2015 rescinding the Exchange Agreement. As provided in the RA all MYHI shares issued to FSF were to be returned to MYHI and cancelled and MYHI was to return all FSF shares received to FSF. FSF had until August 1, 2015 to return the MYHI shares, at which point the RA granted the Secretary of MYHI the power to cancel the shares in total as attorney-in-fact for the holders of the MYHI shares. As of March 31, 2016, none of the shares had been cancelled. On April 25, 2016, 28,604,173 of the shares were returned and cancelled. A hold has been placed on the remaining 2,824,827 outstanding shares by our transfer agent.

 

On April 30, 2015, the Company entered into a Sale and Purchase Agreement to sell Canna-Life Corporation (the "CL Agreement") to Evolution Equities Corporation and Alan Smith.("Purchasers") Under the terms of the CL Agreement the Company will sell 8,104,000 (100%) of its shares of Canna-Life and execute a note Payable for $80,000 to Evolutions Equities Corporation in exchange for the extinguishment of $490,416 of debt due to the Purchasers at March 31, 2016 and $1.00 cash.

 

 4 

 

Property Acquisitions

 

On April 30, 2014, Canna-Life Corporation, a wholly owned subsidiary of the Company, entered into a Master Property Purchase and Sale Agreement (the “Agreement”) with Deep Blue Enterprises, LLC, a Colorado limited liability company that was the successor in interest to New Alternatives Consulting LLC (“Deep Blue”).  Subject to the terms and conditions of the Agreement, the Company was to acquire interests in those certain properties commonly known as the “Isabelle Property,” which is located in Lafayette, Boulder County, Colorado, the “Pueblo Property,” which is located in Avondale, Pueblo County, Colorado, and the “Madison St. Property,” which is located in Denver, Denver County, Colorado (collectively referred to herein as the “Properties”). As consideration for the acquisition of Deep Blue’s interests in the Properties, the Company was to pay to Deep Blue an aggregate of Twelve Million Five Hundred Thousand Dollars ($12,500,000). The Company remitted $850,000 to meet the initial payment requirements of the Agreement. However, as valuations for this type of property declined, the Company decided in August 2014 to cease making the required payments and to allow the Agreement to expire. The Company decided not to pursue recovery of the payments due to the cost of a protracted legal process and the unlikely event of recovery of the payments should the Company win a judgment. The $850,000 was written off in the year ending March 31, 2015.

 

On April 30, 2015, the Company entered into a Sale and Purchase Agreement to sell Canna-Life Corporation (the "CL Agreement") to Evolution Equities Corporation and Alan Smith.("Purchasers"). Under the terms of the CL Agreement the Company sold 8,104,000 (100%) of its shares of Canna-Life and executed a note Payable for $80,000 to Evolutions Equities Corporation in exchange for the extinguishment of $490,416 of debt due to the Purchasers at March 31, 2016 and $1.00 cash.

 

Assets

 

The Company currently has cash of $34,988 and Inventory of $59,296 as its only assets.

 

Intellectual Property

 

The Company does not own any intellectual property and has yet to incur any expenses for research and development other than as disclosed herein.

    

Employees

 

As of the date of this Report, the Company has no full-time employees or part-time employees, other than our officers and directors. We intend to increase the number of our employees and consultants to meet our needs as the Company grows.

 

WHERE YOU CAN GET ADDITIONAL INFORMATION

 

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.W., Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

 

ITEM 1A. RISK FACTORS

 

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 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

Our principal executive office is located at 6501 E Greenway Parkway, Suite 103-412, Scottsdale, AZ 85254. Currently, this space is sufficient to meet our needs. If we require additional space, we do not foresee any significant difficulties in obtaining additional space.

 

On April 30, 2014, the Company entered into a Master Property Purchase and Sale Agreement (the “Agreement”) with Deep Blue Enterprises, LLC, a Colorado limited liability company that is the successor in interest to New Alternatives Consulting LLC (“Deep Blue”).  Subject to the terms and conditions of the Agreement, the Company was to acquire 100% of Deep Blue’s interests in three properties commonly known as the “Isabelle Property,” which is located in Lafayette, Boulder County, Colorado, the “Pueblo Property,” which is located in Avondale, Pueblo County, Colorado, and the “Madison St. Property,” which is located in Denver, Denver County, Colorado (collectively referred to herein as the “Properties”). As consideration for the acquisition of Deep Blue’s interests in the Properties, the Company was to pay to Deep Blue an aggregate of $12,500,000 which was payable in various installments over the next year. Effective August 2014, the Company let the Agreement with Deep Blue expire. The monies paid to Deep Blue during the due diligence period were deemed unrecoverable from Deep Blue and written off as of September 30, 2014.

 

On September 12, 2014, the Company completed its due diligence on the purchase of 2.38 acres of property and related structures known as the Greenhorn property, located in Pueblo, Colorado. The Company advanced $6,000.00 in earnest money for the Greenhorn property, through a related party. During November the Company decided not to pursue the purchase of the Greenhorn property due economic changes in the market and expensed all costs related to the purchase, $7,000, to selling, general and administrative expenses.

 

ITEM 3. 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 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 5 

 

PART II

ITEM 5.

Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Common Stock

 

Our Common Stock is currently quoted on the OTCQB. Our Common Stock has been quoted on the OTC Bulletin Board from June 14, 2012 through March 11, 2014 under the symbol “WRSS.OB.” Effective March 12, 2014, our symbol was changed to “MYHI.OB.” Because we are quoted on the OTCQB, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

 

The following table sets forth the high and low bid prices for our Common Stock per quarter for the past two years as reported by the OTC Markets based on our fiscal year end March 31. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.

 

 

Year Ended March 31, 2016

High

Low

 

  Quarter Ended March 31, 2016 0.0699 0.023
  Quarter Ended December 31, 2015 0.046 0.01
  Quarter Ended September 30, 2015 0.163 0.02
  Quarter Ended June 30, 2015 0.35 0.101
       
Year Ended March 31, 2015    
  Quarter Ended March 31, 2016 0.15 0.15
  Quarter Ended December 31, 2014 0.195 0.061
  Quarter Ended September 30, 2014 0.55 0.55
  Quarter Ended June 30, 2014 2.15 2.03

 

Record Holders

 

As of March 31, 2016 an aggregate of 64,847,934 shares of our Common Stock were issued and outstanding and were owned by approximately 96 holders of record, based on information provided by our transfer agent.

 

Recent Sales of Unregistered Securities

 

None.

 

Re-Purchase of Equity Securities

 

None.

 

Dividends

 

On April 24, 2012, the Company, receiving the majority vote of the shareholders, approved a 60-for-1 forward stock split.

 

We have not paid any cash dividends on our common stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our common stock will be paid in the future.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

The Company has not authorized any securities for issuance under an Equity Compensation Plan.

 

ITEM 6. SELECTED FINANCIAL DATA

 

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.

 

 6 

 

ITEM 7.

Management's Discussion and Analysis oF FINANCIAL CONDITION AND rESULTS of OperationS

 

This Annual Report on Form 10-K 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.

 

RESULTS OF OPERATIONS

 

Working Capital

 

    March 31, 2016    March 31, 2015 
Current Assets  $94,284   $45 
Current Liabilities   540,966    587,895 
Working Capital (Deficit)  $(445,682)  $(587,850)

 

Cash Flows

 

    Year ended
March 31, 2016
    

Year ended
March 31, 2015

 
Cash Flows from (used in) Operating Activities  $(355,839)  $(107,545)
Cash Flows from (used in) Investing Activities   44,592    —   
Cash Flows from (used in) Financing Activities   346,190    106,779 
Net Increase (decrease) in Cash during period  $34,943   $(766)

 

Operating Revenues

 

During the year ended March 31, 2016 the Company had revenue of $23,057 compared to nil for the year ended March 31, 2015.

 

Operating Expenses and Net Loss

 

The net loss for the year ended March 31, 2016 was $2,938,475 compared to a net loss of $2,324,633 for year ended March 31, 2015. The net loss for the year ended March 31, 2016 consisted of a $2,300,000 impairment of the GreenLife purchase, $328,841 for selling and administrative expenses, a loss of $156,689 for the extinguishment of debt, note payable interest, and loss on business transaction and a $173,798 expense for recognition of a Beneficial Conversion Feature on notes payable. The net loss for the year ended March 31, 2015 consisted of a loss on discontinued operations of $890,473, $1,257,000 for the issuance of warrants and $185,633 for legal fees, consulting fees and investor relation activity.

 

Liquidity and Capital Resources

 

At March 31, 2016, the Company’s cash balance and other current assets was $94,284 compared to $50,045 at March 31, 2015. The increase was due an increase in cash from private placements and the acquisition of inventory by GreenLife.

 

At March 31, 2016, the Company had total liabilities of $540,966 compared with total liabilities of $587,895 at March 31, 2015.  The increase in total liabilities was attributed to $31,365 of accounts payable and accrued liabilities for unpaid operating costs, an increase in convertible notes payable of $347,501 for additional financing received during the year, and a $425,795 decrease in related parties liability due to the sale of Canna-Life.

 

At March 31, 2016, the Company had a working capital deficit of $446,682 compared to a working capital deficit of $587,850 at March 31, 2015.  

 

Cashflow from Operating Activities

 

During the year ended March 31, 2016, the Company used $355,839 of cash for operating activities compared to the use of $107,545 of cash for operating activities during the year ended March 31, 2015. The decrease in cash used for operating activities was due to the operating loss of $2,938,475 for the year ended March 31, 2016 reduced by the $2,300,000 non-cash fair value write off of the GreenLife purchase, $173,498 for the Beneficial Conversion Feature on notes payable and $58,838 of balance changes compared to a loss of $2,324,633 for the year ended March 31, 2015 offset by $1,257,000 for the non-cash fair value of warrants, $890,473 of discontinued operations and 69,615 of balance sheet changes .

 

 7 

 

Cashflow from Investing Activities

 

The Company provided cash from investing activities for the year ended March 31, 2016 from the gain on the purchase of GreenLife and the gain on deposition of Canna-Life. The Company did not have any cash flow impact for the year ended March 31, 2015.

 

Cashflow from Financing Activities

 

During the year ended March 31, 2016, the Company receive $346,19 from financing activities consisting of $75,500 from the sale of restricted stock through private placements and 205,690 from the conversion of debt to convertible notes and $65,000 from outside investors, supported by convertible notes. During the year ended March 31, 2015, the Company received $106,779 from financing activities from sale of stock in a private placement of $63,000, an increase in advances from shareholders of $34,017 and notes payable of $9,762.

 

Going Concern

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. 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 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

 

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360). ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition.

 

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation which removes the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendment is effective for annual reporting periods beginning after December 15, 2014. Early application is permitted. The Company chose to adopt ASU No. 2014-10 in the period ended March 31, 2014.

 

Other 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.

 

 8 

 

ITEM 7A. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

 

 

MOUNTAIN HIGH ACQUISITIONS CORP.

 

Financial Statements

 

For the Years Ended March 31, 2016 and March 31, 2015

 

 

Report of Independent Registered Public Accounting Firm   2 
Consolidated Balance Sheets   3 
Consolidated Statements of Operations   4 
Consolidated Statements of Stockholder’s Equity (Deficit)   5 
Consolidated Statements of Cash Flows   6 
Notes to the Financial Statements   7 

 9 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Stockholders of Mountain High Acquisitions Corp.:

 

We have audited the accompanying consolidated balance sheets of Mountain High Acquisitions Corp. (“the Company”) as of March 31, 2016 and 2015 and the related statement of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.  

 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.  

 

In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of Mountain High Acquisitions Corp., as of March 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles in the United States of America.

 

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the Company's internal control over financial reporting.  Accordingly, we express no such opinion.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ B F Borgers CPA PC

B F Borgers CPA PC

Lakewood, CO 

July 14, 2016

 

 2 

 

MOUNTAIN HIGH ACQUISITIONS CORP.   
CONSOLIDATED BALANCE SHEETS   
       
       
   March 31,  March 31,
   2016  2015
ASSETS     
       
CURRENT ASSETS          
Cash and cash equivalents  $34,988   $45 
Inventory   59,296    —   
TOTAL CURRENT ASSETS   94,284    45 
           
ADVANCES   —      50,000 
TOTAL ASSETS  $94,284   $50,045 
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
           
CURRENT LIABILITIES          
Accounts payable  $91,344   $97,479 
Accrued payroll   37,500    —   
Notes payable, net Beneficial Conversion Feature fully recognized of $173,798   396,022    48,521 
Advances from Related Parties   16,100    441,895 
TOTAL CURRENT LIABILITIES   540,966    587,895 
           
           
COMMITMENTS AND CONTINGENCIES   —      —   
           
STOCKHOLDERS' EQUITY (DEFICIT):          
Preferred stock, $0.0001 par value; 250,000,000 shares authorized, nil shares issued and outstanding   —      —   
Common stock, $0.0001 par value; 250,000,000 shares authorized, 33,252,267 and 24,142,000 shares issued and outstanding respectively   3,342    2,414 
Additional paid in capital   4,946,691    1,917,976 
Accumulated (deficit)   (5,396,715)   (2,458,240)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)   (446,682)   (537,850)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)  $94,284   $50,045 
           
 
 The accompanying notes are an integral part of these consolidated financial statements

 

 3 

 

 

MOUNTAIN HIGH ACQUISITIONS CORP.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED
JUNE 30, 2016 AND 2015
(UNAUDITED)
       
       
     Year Ended March 31,  
   2016    2015  
       
Revenue  $23,057   $—   
Cost of revenue   2,204    —   
Gross profit   20,853    —   
           
Selling, general and administrative expenses   328,841    1,434,160 
Impairment   2,300,000    —   
    2,628,841    1,434,160 
(Loss) from operations   (2,607,988)   (1,434,160)
           
Interest Expense resulting from Beneficial Conversion Feature   (173,798)     
Other income (expense)   (156,689)   —   
           
Net (loss) before discontinued operations  $(2,938,475)  $(1,434,160)
           
Loss on discontinued opearations   —      (890,473)
           
Net income (loss)   (2,938,475)   (2,324,633)
           
Net Income (loss) per share-basic                
Continuing operations     (0.10 )     (0.04 )
Discontined operations     —         (0.06 )
                 
Net Income (loss) per share- diluted                
Continuing operations     (0.10 )     (0.04 )
Discontined operations     —         (0.06 )
           
Weighted average shares outstanding - basic and diluted   28,079,857    23,982,315 
           
           
The accompanying notes are an integral part of these consolidated financial statements

 

 4 

 

MOUNTAIN HIGH ACQUISITIONS CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM JANUARY 29, 2014 (INCEPTION) TO MARCH 31, 2016
 
                
                
                
              Total
    Common Stock    

Additional

Paid-in

    Accumulated    

Shareholders’

Equity

 
    Shares    Amount    Capital    Deficit    (Deficit) 
Balance, January 29, 2014   —     $—     $—     $—     $—   
                          
Shares issued for cash   8,104,000    810    610,690    —      611,500 
                          
Shares issued in connection with recapitalization/reverse merger   15,788,000    1,579    (37,689)   —      (36,110)
                          
Net (loss)   —      —      —      (133,607)   (133,607)
                          
Balance March 31, 2014   23,892,000    2,389    573,001    (133,607)   441,783 
                          
Fair value of warrants issued for services   —      —      1,257,000    —      1,257,000 
                          
Proceeds received for shares not issued   —      —      63,000    —      63,000 
                          
Shares issued in lieu of compensation   250,000    25    24,975    —      25,000 
                          
Net (loss)   —      —      —      (2,324,633)   (2,324,633)
                          
Balance, March 31, 2015   24,142,000    2,414    1,917,976    (2,458,240)   (537,850)
                          
Issue shares for proceeds received   420,000    42    (42)   —      —   
                          
Private placement   503,334    51    75,449    —      75,500 
                          
Purchase GreenLife   10,000,000    1,000    2,299,000         2,300,000 
                          
Retire shares from reverse merger   (2,000,000)   (200)   200    —      —   
                          
Issue shares in lieu of payment   353,600    35    88,365    —      88,400 
                          
Sale of Canna-Life   —      —      391,945    —      391,945 
                          
Convertible Note Payable Beneficial Conversion Feature   —      —      173,798    —      173,798 
                          
Net (loss)   —      —      —      (2,938,475)   (2,938,475)
                          
Balance March 31, 2016   33,418,934   $3,342   $4,946,691   $(5,396,715)  $(446,682)
                          
                          
The accompanying notes are an integral part of these consolidated financial statements

 

 5 

 

MOUNTAIN HIGH ACQUISITIONS CORP.   
CONSOLIDATED STATEMENT OF CASH FLOWS   
       
       
   March 31,
   2016  2015
CASH FLOWS FROM OPERATING ACTIVITIES          
Net (loss)  $(2,938,475)  $(2,324,633)
Adjustment to reconcile net loss to net          
Cash used in operating activities:          
Fair value of warrants issued for consulting services   —      1,257,000 
Changes in:          
Fair value of shares issued for Director seat   —      25,000 
Deposits for acquisitions          
Impairment goodwill   2,300,000    —   
Advances to Affiliate   50,000    (50,000)
Beneficial Conversion Feature on Note payable   173,798    —   
Accounts payable   (6,135)   —   
Extinguishment of debt   53,040    —   
Accrued liabilities   37,500    —   
Related parties   16,100    —   
Inventory   (59,296)   —   
Current liabilities   17,629    94,615 
Discontinued operations   —      890,473 
Net cash used in operating activities   (355,839)   (107,545)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of GreenLife   2,669    —   
Disposition of Canna-Life   41,923    —   
Net cash provided (used) by investing activities   44,592    —   
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from sale of shares   75,500    63,000 
Proceeds from notes payable   270,690    9,762 
Proceeds from advances from stockholder   —      34,017 
Net cash provided by financing activities   346,190    106,779 
           
NET DECREASE IN CASH AND CASH EQUIVALENTS   34,943    (766)
           
CASH AND CASH EQUIVALENTS          
Beginning of the period   45    811 
End of the period  $34,988    45 
           
Supplemental disclosures of cash flow information          
Taxes paid  $—     $—   
Interest paid  $—     $—   
           
           
The accompanying notes are an integral part of these consolidated financial statements

 

 6 

 

Note 1 - Organization and Basis of Presentation

 

Organization and Line of Business

 

Mountain High Acquisitions Corp., formerly known as Wireless Attachments, Inc., (the “Company”, "MYHI") was incorporated under the laws of the State of Colorado on September 22, 2010. The Company was incorporated for the purpose of developing solar cloth membranes for outdoor active wear that covert sunlight into electrical power and that can be used for charging and/or operating mobile devices such as the iPod and the iPhone.

 

Canna-Life Corporation (“Canna-Life”) was incorporated in the State of Colorado on January 29, 2014. On March 6, 2014, the Company entered into a share exchange agreement with Canna-Life. Pursuant to the agreement, the Company acquired from Canna-Life all of the issued and outstanding capital stock consisting of 8,104,000 shares of common stock in exchange for 8,104,000 shares of the Company’s common stock.

 

Concurrently with the closing of the transaction, Alan Smith, Chief Executive Officer of Canna-Life purchased 120,000,000 shares of the Company’s common stock from the Company’s majority stockholder. In addition, Mr. Smith then entered into an agreement with the Company pursuant to which he returned 113,500,000 shares of the Company’s common stock for cancellation. Mr. Smith was not compensated for the cancellation of his shares of the Company’s common stock. Upon completion of the foregoing transactions, the Company had an aggregate of 23,892,000 shares of common stock issued and outstanding of which 14,604,000 shares (61%) were owned by the former stockholders of Canna-Life.

 

The exchange of shares with Canna-Life was accounted for as a reverse acquisition under the purchase method of accounting since Canna-Life obtained control of the Company and the Chief Executive Officer of Canna-Life became the Chief Executive Officer and sole director of the Company. Accordingly, the merger of Canna-Life into the Company was recorded as a recapitalization of Canna-Life, Canna-Life being treated as the continuing entity. The historical financial statements presented are the financial statements of Canna-Life. The share exchange agreement has been treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the date of this transaction, the net liabilities of the legal acquirer, Mountain High Acquisitions Corp, were $36,110.

 

On April 30, 2015, the Company entered into a Sale and Purchase Agreement to sell Canna-Life Corporation (the "CL Agreement") to Evolution Equities Corporation and Alan Smith ("Purchasers"). Under the terms of the CL Agreement the Company sold 8,104,000 (100%) of its shares of Canna-Life and execute a Note Payable for $80,000 to Evolution Equities Corporation in exchange for the extinguishment of $490,416 of debt due to the Purchasers at March 31, 2015 and $1.00 cash. As a result of this transaction all activity for Canna-Life has been reclassified as discontinued operations in the financial statements for MYHI.

 

On May 19, 2015, the Company entered into the First Amendment to the Share Exchange Agreement with Freedom Seed and Feed Shareholders, the "FSF Agreement" or "FSF", to acquire the controlling shares of Freedom Feed and Seed in exchange for 31,429,000 shares of MYHI. During the due diligence process the Company advanced $75,645.30 to FSF for operating expenses. The Company executed notes payable for the advanced funds. On June 30, 2015, the Company executed a Rescission Agreement with FSF canceling the FSF Agreement. The Company was unable to collect the amounts advanced to FSF and wrote off the advance to Other Income (Expense) in June 2015.

 

On May 22, 2015 the Company completed the acquisition of Greenlife Botanix ("Greenlife") as detailed in the First Amendment to the Shareholder Agreement dated February 8, 2015. 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 start up nature of Greenlife and the minimal net assets of Greenlife at the time of acquisition. Subsequent to the purchase of Greenlife the Company entered into a rescission agreement with Freedom Seed and Feed, "FSF", which impaired the integration of Greenlife and FSF into 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, 2016. Below is the Audited Balance Sheet for Greenlife at the time of acquisition. There were no changes between December 31, 2014 and the acquisition date of May 22, 2015. Greenlife started operations on September 18, 2014.

 

GREENLIFE BOTANIX, INC
BALANCE SHEET
    Audited
    December 31,
    2014
ASSETS        
CURRENT ASSETS        
Cash and cash equivalents   $ 2,191  
TOTAL CURRENT ASSETS     2,191  
TOTAL ASSETS   $ 2,191  
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        
         
CURRENT LIABILITIES        
Advances from Related Parties     16,100  
TOTAL CURRENT LIABILITIES     16,100  
         
COMMITMENTS AND CONTINGENCIES     —    
         
STOCKHOLDERS' EQUITY (DEFICIT):        
  Accumulated (deficit)     (13,909 )
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)     (13,909 )
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)   $ 2,191  

 

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 $2,938,475 and used cash for operations of $355,839 for the year ended March 31, 2016 and has an accumulated deficit of $5,396,715 and a working capital deficit of $446,682 as of March 31, 2016. 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.

 

 7 

 

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 subsidiary GreenLife Botanix are included in the accompanying consolidated financial statements. All intercompany balances and transactions were eliminated in 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.

 

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.

 

Revenue Recognition

 

In accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin No. 104, Revenue Recognition, the Company will recognize revenue when it is realized or realizable and earned. The Company must meet all of the following four criteria under SAB 104 to recognize revenue:

 

  • Persuasive evidence of an arrangement exists
  • Delivery has occurred
  • The sales price is fixed or determinable
  • Collection is reasonably assured

Inventories

Inventories consisting of cosmetic products are stated at the lower of cost or market. Cost is determined using the first-in, first-out method and are adjusted to actual cost quarterly based on a physical count. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

 

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.

 

The Company recognized an impairment expense related to intangible assets during the year ended March 31, 2016 of $2,300,000 and nil for the year ended March 31, 2015.

 

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 2011, 2012, 2013, 2014, 2015 and 2016.

 

The Company has no tax positions at March 31, 2016, or March 31, 2015, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

 8 

 

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. There were 904,000 warrants outstanding at March 31, 2016, which were excluded from the diluted loss per share calculation as their inclusion would be anti-dilutive.

 

Discontinued Operations

 

The Generally Accepted Accounting Principles framework requires special presentation treatment of discontinued operations. This requirement refers to the results of operations of a component of an entity that is either being held for sale or which has already been disposed of.

 

The designated results of operations must be reported as a discontinued operation within the financial statements if both of the following conditions are present:

 

·Resulting elimination. The disposal transaction will result in the operations and cash flows of the component being eliminated from company operations.
·Continuing involvement. There will be no significant continuing involvement by the company in the operations of the component, once the disposal transaction has been completed. Continuing involvement implies the ability to influence the operating or financial policies of the disposed component.

Due to the above requirements, the financial results relating to Canna-Life are classified as discontinued operations in the MYHI consolidated financial statements.

 

Recent Accounting Pronouncements

 

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360). ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition.

 

In September 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation which removes the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendment is effective for annual reporting periods beginning after December 15, 2014. Early application is permitted. The Company chose to adopt ASU No. 2014-10 in the period ended March 31, 2014.

 

Other 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 – Advances from Stockholder

 

Alan Smith, the Company’s Chief Executive officer and a director, has advanced money to fund the Company’s operations. The amount due to this stockholder at March 31, 2016 and March 31, 2015 was a 5% convertible note payable of $15,001 and an unsecured liability of $441,895, respectively. The $16,100 Advances from related parties refers to an unsecured advance by the President of GreenLife Botanix, Brent McMahon. Mr. McMahon is not an officer or Director of the Company. Mr. McMahon is a shareholder of MYHI stock.

 

 9 

 

Note 4 – Discontinued Operations

 

The Company had no activity for discontinued operations year ended March 31, 2016.

 

The Company had a loss from discontinued operations of $890,473 for the year ended March 31, 2015. The losses related to the discontinued Canna-Life operations that were sold in April 2015.

 

Note 5 – Equity

 

Common Stock

 

The Company has authorized 250,000,000 shares of common stock with a par value of $0.0001 per share and 250,000,000 shares of preferred stock with a par value of $0.0001 per share.

 

On December 8, 2014, the Company issued 250,000 restricted shares of restricted common stock to Richard G. Stifel, the Company's CFO and a Director, for serving as a Director of the Company. The Company recorded an expense of $25,000 for the fair market value of these shares.

 

During March 2015, the Company sold 420,000 restricted shares of common stock through a private placement at $0.15 per share. The Company received the $63,000 in FY 2015. The Company recorded the issuance of the stock in FY 2016, when the shares were actually delivered.

 

During the year ended March 31, 2016 the Company issued 503,334 restricted shares through a private placement at $0.15 per share.

 

On May 22, 2015, The Company issued 10,000,000 restricted shares to the shareholders of Greenlife Botanix pursuant to closing the Share Exchange Agreement dated February 8, 2015. The shares were valued at the fair market trading value, $0.23, on the closing date.

 

The Company issued 353,600 restricted shares to a vendor in lieu of payment of $35,360 that was owed to the vendor at March 31, 2015. The shares were recorded at the fair market value of $0.25 per share or $88,400. The difference in value, $53,040, was written off as a loss on extinguishment of debt in the year ended March 31, 2016.

 

Pursuant to agreements with potential investors; Alan Smith, CEO and a Director, retired 2,000,000 shares he received from the reverse merger referenced above. The share retirement was valued at par $0.0001 per share.

 

Warrants

 

On April 3, 2014, the Company’s entered into a consulting agreement with Dr. Bob Melamede. Pursuant to the consulting agreement, Dr. Melamede was to serve as a member of the Company’s newly formed Advisory Board and act as the Scientific Advisor of the Advisory Board for a term of 12 months. In exchange for Dr. Melamede’s services, he was to receive: (1) $10,000 per year, due and payable in advance; and (2) 300,000 common stock purchase warrants at an exercise price of $4.00 per share, that vested immediately. These warrants expired on April 3, 2016.

 

The fair value of the 300,000 warrants was determined to be $1,257,000 in the fiscal year ended March 31, 2015, which was recorded as “Selling, general and administrative expenses” on the accompanying consolidated statement of operations. The fair value was determined using the Black-Scholes model with the following assumptions:

 

·Dividend yield of 0%
·Expected volatility of 215%
·Risk-free interest rate of 0.24%
·Expected life of 2.0 years

 

The following table summarizes the warrant activity:

 

         Weighted   
      Weighted  Average   
      Average  Remaining  Aggregate
   Number of  Exercise  Contractual  Intrinsic
   Warrants  Price $  Life (in years)  Value $
 Outstanding, March 31, 2014    604,000   $4.75           
 Granted April 30, 2014    300,000   $4.00           
 Exercised    —                  
 Forfeited/Canceled    —                  
 Outstanding, March 31, 2016    904,000   $4.50    0.93      
 Exercisable, March 31, 2016    904,000   $4.50    0.93   $—   

 

 10 

 

The number and weighted average exercise prices of all warrants outstanding as of March 31, 2016, are as follows:

 

      Warrants Outstanding and Exercisable 
          Weighted   Weighted 
          Average   Average 
Exercise   Number   Exercise   Remaining 
Price $   of Warrants   Price $   Life (Years) 
 4.00    300,000    4.00    0.01 
 4.75    604,000    4.75    0.93 
      904,000           

 

Note 6 – Income Taxes

 

The Company accounts for income taxes using the asset and liability approach in accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributable to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.

 

The Company has federal net operating loss carryforwards of approximately $4,352,973 expiring in various years through 2036. The tax benefit of these net operating losses has been offset by a full allowance for realization. The use of the net operating loss carryfowards may be limited due to the change in control.

 

Income tax expense (benefit) consists of the following for the year ended March 31, 2016: 

 

Current taxes  $—   
Deferred taxes   1,086,205 
Less: valuation allowance   (1,086,205)
Net income tax provision  $—   

 

The Company’s effective tax rate differs from the high statutory rate for the period ended March 31, 2016, due to the following (expressed as a percentage of pre-tax income): 

 

Federal taxes at statutory rate  $34.0%
State taxes, net of federal tax benefit   5.0%
Valuation allowance   (39.0)%
Effective income tax rate  $0.0%

As of March 31, 2016, the components of these temporary differences and the deferred tax asset were as follows:  

 

Deferred Tax assets:     
     Net operating loss carryforward  $2,150,457 
     Less: valuation allowance   (2,150,457)
Net deferred tax assets  $—   

 

Note 7 - Notes Payable

 

During the year ended March 31, 2016 the Company issued notes payable to private parties and converted some of its liabilities to the officers into notes payable. Each note had interest rates of 3%-5% and had a conversion provision allowing the holder to convert the note into shares of the Company at a discount. The discount varied from 70% of the trading value at the conversion date to the lower of 80% of the share value on the conversion date or $0.015, 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, This resulted in an expense of $173,798 in the year ended March 31, 2016.

 

Note 8 – Commitments and Contingencies

 

None.

 

Note 9 – Subsequent Events

 

During May 2016, the Company converted $102,097 of convertible notes payable into 4,333,333 shares of the Company's restricted stock and 2,473,131 shares of the Company's free trading stock. All shares were converted at $0.015 per share.

 

 11 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. 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 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 March 31, 2016 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 maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2016. 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 (1992) (COSO). Our management has concluded that, as of March 31, 2016, 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 financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of March 31, 2016, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  

 

This annual 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.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

 20 

 

PART III

 

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Identification of Director(s) and Executive Officer(s)

 

The following table sets forth the name(s) and age(s) of our current director(s) and executive officer(s):

 

Name Age Position(s) Held Date of
Appointment
Other Public Company
Directorships Held
Alan Smith 65 President, Chief Executive Officer, Treasurer and Director March 5, 2014

Altair International Corporation

         
Richard Stifel 69 Chief Financial Officer, Secretary and Director October 1, 2014 None

 

Term of Office

 

Each of our directors is appointed to hold office until the next annual meeting of our stockholders and until his/her respective successor is elected and qualified, or until his or her earlier death, resignation or removal. Our officers are appointed by our Board of Directors to hold office until the next annual meeting of the Board and until his/her respective successor is duly appointed and qualified, or until his or her earlier death, resignation or removal.

 

Background and Business Experience

 

The business experience during the past five years of each of the persons presently listed above as an Officer or Director of the Company is as follows:

 

MR. ALAN SMITH – During the past five years, Alan Smith, has provided independent financial consulting services to a variety of startup and development stage companies in the technology, resource and consumer products sectors as President and CEO of both Avid Management Corporation and Evolution Equities Corporation,. These services have included corporate reorganizations and restructuring, the development of internal systems and controls and assistance with financing in both the private and public markets. He has also been an active investor in a number of startup ventures while managing his own personal equity portfolio. Mr. Smith is a Chartered Professional Accountant (retired) and has provided audit, tax and financial consulting services to a wide variety of small to medium sized companies during his 35 year career. During this period, Mr. Smith became known for his proficiency in negotiating highly advantageous acquisitions, reorganizing operations, improving efficiencies, and establishing financial controls. The primary focus of Mr. Smith’s career however, has been the successful restructuring of companies in transition and leading the development of business plans to assist them in procurement of short to medium term financing, many through public offerings. Mr. Smith obtained his Chartered Accountant designation in 1978 from the Institute of Chartered Accountants of Ontario. He was also a member of the Institute of Chartered Accountants of British Columbia from 1980 until his retirement in 1999. Additionally, Mr. Smith earned a Master’s Degree in Business Administration in 1975 from Queen’s University at Kingston, Ontario and a Bachelor of Applied Science (Civil Engineering) in 1973, also from Queen’s University.

 

Mr. Richard Stifel – Mr. Stifel has acted as manager and founder of RGS Resources, LLC, a regional firm that specializes in providing CFO, controller, and accounting services to start-up and mid-size companies, intermittently since 2001. Mr. Stifel’s services through RGS Resources have spanned a variety of fields. From 2007 to July2012, Mr. Stifel acted as CFO, Secretary and Treasurer of Big Cat Energy Corporation, a publicly-held oil and gas service company that provides water handling solutions to the coal bed methane segment industry (BCTE). While at BCTE, Mr. Stifel implemented an SEC compliance reporting system, negotiated strategic business agreements, oversaw financial accounting and compliance with GAAP, annual budgeting, and development of accounting policies. Prior to BCTE, Mr. Stifel worked as Group Controller for AutomationSolutions International, LLC and as Vice President of Finance for Horizon Resources Corporation, a publicly held company. Mr. Stifel has a Bachelor of Science in Administration with a concentration in Accounting from Colorado State University.

 

Identification of Significant Employees

 

As of the date of this Report, the Company has no full-time employees or part-time employees, other than our officers and directors. We intend to increase the number of our employees and consultants to meet our needs as the Company grows.

 

Family Relationships

 

There are no family relationships among our officers, directors or persons nominated for such positions.

 

 21 

 

Involvement in Certain Legal Proceedings

 

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

(1)A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(2)Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
   
 (3)Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
 i.Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
   
 ii.Engaging in any type of business practice; or
   
 iii.Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
(4)Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
(5)Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
(6)Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
   
 (7)Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
 i.Any Federal or State securities or commodities law or regulation; or
   
 ii.Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
   
 iii.Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 (8)Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee and Audit Committee Financial Expert

 

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors have sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

 

The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s Board of Directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

 

 22 

 

Code of Ethics

 

The Company has not adopted a Code of Ethics because the Company has only one director, who also serves as sole executive officer of the Company and the Board of Directors chose not to reduce to writing standards designed to deter wrongdoing and promote honest and ethical conduct. The Board of Directors believes that the Company’s very small size and the limited number of personnel who are responsible for its operations make a formal Code of Ethics unnecessary.

 

Compliance with Section 16(a) of the Exchange Act

 

We do not yet have a class of equity securities registered under the Securities Exchange Act of 1934, as amended.  Hence, compliance with Section 16(a) thereof by our officers and directors is not required.

 

ITEM 11. EXECUTIVE COMPENSATION

 

Summary Compensation Table

 

The following table sets forth the compensation paid to our executive officers during the twelve month periods ended March 31, 2016 and March 31, 2015: 

 

Summary Compensation Table
Name and Principal Positions   Year    Salary ($)    Bonus ($)    Stock Awards ($)    Option Awards ($)    Non-Equity Incentive Plan Compensation ($)    Non-Qualified Deferred Compensation in Earnings ($)    All Other Compensation ($)    Total ($) 
Alan Smith - President, CEO, CFO, Secretary,   2016   $0   $0   $0   $0   $0   $0   $0   $0 
Treasurer, and Director (1)   2015   $0   $0   $0   $0   $0   $0   $0   $0 
                                           
Richard Stifel - CFO, Secretary and   2016   $0   $0   $0   $0   $0   $0   $0   $0 
Director (2)   2015   $0   $0   $0   $0   $0   $0   $0   $0 

 

(1)Mr. Smith was appointed as the Company’s sole Chief Executive Officer, Chief Financial, Officer, Secretary, Treasurer and Director on March 5, 2014.
(2)Mr. Stifel was appointed as the Company's Chief Financial Officer, Secretary and a Director on October 1, 2014.

 

Narrative Disclosure to Summary Compensation Table

 

There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

 

Outstanding Equity Awards at Fiscal Year-End

 

No officer(s) or director(s) of the Company received any equity awards, or holds exercisable or unexercisable options, as of the year ended March 31, 2016.

 

Long-Term Incentive Plans

 

There are no arrangements of plans in which we provide pension, retirement or similar benefits for director(s) or executive officer(s).

 

Compensation of Directors

 

Our directors receive no extra compensation for their service on our Board of Directors.

 

Compensation Committee

 

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

 

 23 

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of March 31, 2016, by: (i) each of our director(s); (ii) each of our named executive officer(s); and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock.  Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

 

Name and Address of Beneficial Owner  Title of Class  Amount and Nature of  Beneficial  Percent of Class (2)
      Ownership (1)  (%)
      (#)   
Alan Smith (3)   Common    6,000,000    9.25%
6501E Greenway Pkwy. #103-412               
Scottsdale AZ 85254               
                
Richard Stifel (4)   Common    250,000    0.03%
6501 E Greenway Pkwy., #103-412               
Scottsdale AZ 85254               
                
Brent McMahon   Common    8,000,000    12.34%
15375 Barranca Ste. A-104               
Irvine  CA 92867B               
                
Teri Vries   Common    3,500,000    5.40%
2631 Woodmont Ln.               
Wexford PA 15090               
                
All Officers and Directors as a Group (2)   Common    6,250,000    9.64%

 

 

(1)The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.

 

(2)Based on 64,847,934 issued and outstanding shares of our Common Stock as of March 31, 2016

 

(3)Alan Smith, an officer and director, owns 6,000,000 shares of our Common Stock.

 

(4)Richard Stifel, an officer and director, owns 250,000 shares of our common stock.

 

Changes in Control

 

There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.

 

 24 

 

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

Related Party Transactions

 

None of the director(s) or executive officer(s) of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

 

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

 

disclosing such transactions in reports where required;
disclosing in any and all filings with the SEC, where required;
obtaining disinterested directors consent; and
obtaining shareholder consent where required.

 

Director Independence

 

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 

According to the NASDAQ definition, Alan Smith is not an independent director because he is also an executive officer of the Company.

 

Review, Approval or Ratification of Transactions with Related Persons

 

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 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

    

Year Ended

March 31, 2016

    

 Year Ended

March 31, 2015

 
Audit fees  $14,000   $20,500 
Audit-related fees  $0   $0 
Tax fees  $0   $0 
All other fees  $0   $0 
Total  $14,000   $20,500 

 

Audit Fees

 

During the fiscal year ended March 31, 2016, we incurred approximately $14,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and review of our financial statements for fiscal year ended March 31, 2016.

 

During the fiscal year ended March 31, 2015, we incurred approximately $20,500 in fees to our principal independent accountants for professional services rendered in connection with the audit and review of our financial statements for fiscal year ended March 31, 2015.

 

Audit-Related Fees

 

The aggregate fees billed during the fiscal years ended March 31, 2016 and 2015 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A) were $nil and $nil, respectively.

 

Tax Fees

 

The aggregate fees billed during the fiscal years ended March 31, 2016 and 2015 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $nil and $nil, respectively.

 

All Other Fees

 

The aggregate fees billed during the fiscal years ended March 31, 2016 and 2015 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A) were $14,000 and $20,500, respectively.

 

 25 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

 

Exhibit

Number

   Description of Exhibit  Filing
 3.01   Articles of Incorporation  Filed with the SEC on July 27, 2011 as part of our Registration Statement on Form S-1.
 3.01(a)  Amendment to Articles of Incorporation dated September 22, 2010  Filed with the SEC on October 7, 2011 as part of our Amended Registration Statement on Form S-1/A.
 3.01(b)  Amendment to Articles of Incorporation dated March 6, 2014  Filed with the SEC on March 10, 2014 as part of our Current Report on Form 8-K.
 3.02   Bylaws  Filed with the SEC on July 27, 2011 as part of our Registration Statement on Form S-1.
 10.01   Share Exchange Agreement by and among the Company, the controlling stockholders of the Company, Canna-Life, and the shareholders of Canna-Life dated March 6, 2014  Filed with the SEC on March 10, 2014 as part of our Current Report on Form 8-K.
 10.02   Addendum to Share Exchange Agreement dated March 18, 2014  Filed with the SEC on March 20, 2014 as part of our Current Report on Form 8-K.
 10.03   Consulting Agreement by and between the Company and Dr. Bob Melamede dated April 3, 2014  Filed with the SEC on April 15, 2014 as part of our Current Report on Form 8-K.
 10.04   Master Property Purchase and Sale Agreement between Canna-Life Corporation and Deep Blue Enterprises, LLC dated April 30, 2014  Filed with the SEC on May 5, 2014 as part of our Current Report on Form 8-K.
 16.01   Letter from Comiskey & Company dated June 21, 2013  Filed with the SEC on June 25, 2013, as part of our Current Report on Form 8-K.
 16.02   Letter from AJ Robbins, P.C. dated February 3, 2014  Filed with the SEC on February 4, 2014, as part of our Current Report on Form 8-K.
 31.01   Certification of Principal Executive Officer Pursuant to Rule 13a-14  Filed herewith.
 31.02   Certification of Principal Financial Officer Pursuant to Rule 13a-14  Filed herewith.
 32.01   CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act  Filed herewith.
 101.INS*  XBRL Instance Document  Filed herewith.
 101.SCH*  XBRL Taxonomy Extension Schema Document  Filed herewith.
 101.CAL*  XBRL Taxonomy Extension Calculation Linkbase Document  Filed herewith.
 101.LAB*  XBRL Taxonomy Extension Labels Linkbase Document  Filed herewith.
 101.PRE*  XBRL Taxonomy Extension Presentation Linkbase Document  Filed herewith.
 101.DEF*

 

 

  XBRL Taxonomy Extension Definition Linkbase Document  Filed herewith.
*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

  

 26 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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 21, 2017 /s/ Alan Smith          
  Alan Smith
  Its: President, CEO and Director
   
Dated: February 21, 2017 /s/ Richard G. Stifel          
  Richard G. Stifel
  Its: CFO, Secretary and Director

 

 

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

 

 

Dated: February 21, 2017 /s/ Alan Smith          
  Alan Smith
  Its: President, CEO and Director
   
Dated: February 21, 2017 /s/ Richard G. Stifel          
  Richard G. Stifel
  Its: CFO, Secretary and Director

 

 

  

 

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED

 

PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS

 

1. No annual report to security holders covering the company’s last fiscal year has been sent as of the date of this report.

 

2. No proxy statement, form of proxy, or other proxy soliciting material relating to the company’s last fiscal year has been sent to any of the company’s security holders with respect to any annual or other meeting of security holders.

 

3. If such report or proxy material is furnished to security holders subsequent to the filing of this Annual Report on Form 10-K, the company will furnish copies of such material to the Commission at the time it is sent to security holders.