10-Q 1 myhi0806form10q.htm FORM 10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

Form 10-Q

 

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

 

For the quarterly period ended June 30, 2018

 

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

 

MOUNTAIN HIGH ACQUISITIONS CORP.

 

(Exact name of registrant as specified in its charter)

 

     
Colorado 333-175825 27-3515499
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation)   Identification Number)

 

 

 

6501 E Greenway Parkway, #103-412

Scottsdale AZ 85254

 

 

 

(Address of principal executive offices)

 

(303) 358-3840

(Registrant’s Telephone Number)

 

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

 

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

 

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

 

Large accelerated filer  ☐ Accelerated filer  ☐
   
Non-accelerated filer  ☐ (Do not check if a smaller reporting company) Smaller reporting company  ☑
   
Emerging Growth Company ☑  

 

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

 

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

 

As of August 10, 2018 there were 108,955,476  shares of the registrant’s $0.001 par value common stock issued and outstanding. 

 

   

 

 

MOUNTAIN HIGH ACQUISITIONS CORP.

QUARTERLY REPORT

PERIOD ENDED JUNE 30, 2017

 

TABLE OF CONTENTS

 

      Page No.
    PART I - FINANCIAL INFORMATION  
       
Item 1.   Financial Statements 3
       
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations 12
       
Item 3.   Quantitative and Qualitative Disclosures About Market Risk 15
       
Item 4T.   Controls and Procedures 15
       
    PART II - OTHER INFORMATION  
       
Item 1.   Legal Proceedings 16
       
Item1A.   Risk Factors 16
       
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds 16
       
Item 3.   Defaults Upon Senior Securities 16
       
Item 4.   Mine Safety Disclosures 16
       
Item 5.   Other Information 16
       
Item 6.   Exhibits 16
       
    Signatures 17

 

Special Note Regarding Forward-Looking Statements

 

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

 

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

   

 

PART I - FINANCIAL INFORMATION

        

ITEM 1.CONSOLIDATED FINANCIAL STATEMENTS

 

 

INDEX  F-1 
Consolidated Balance Sheets as of June 30, 2018 (Unaudited) and March 31, 2018  F-2 
Consolidated Statement of Operations for the Three Months Ended June 30, 2018 and June 30, 2017 (Unaudited)  

F-3

 
Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2018 and June 30, 2017 (Unaudited)  F-4 
Notes to the Consolidated Financial Statements (Unaudited)  F-5 

 

 F-1 

 

 

MOUNTAIN HIGH ACQUISITIONS CORP.
CONSOLIDATED BALANCE SHEETS
         Audited 
    June 30,    March 31, 
    2018    2018 
           
ASSETS          
           
CURRENT ASSETS          
Cash and cash equivalents  $32,115   $109,464 
Accounts receivable   —      150,000 
Notes receivable-current   25,010    —   
Other receivables   —      22,294 
TOTAL CURRENT ASSETS   57,125    281,758 
OTHER ASSETS LONG TERM NOTES RECEIVABLE   110,637    —   
FIXED ASSETS  (NET)   193,250    170,000 
TOTAL ASSETS  $361,012   $451,758 
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
           
CURRENT LIABILITIES          
Accounts payable  $150,156   $149,954 
Accrued liabilities   12,500    12,500 
Convertible notes payable, net Beneficial Conversion          
Feature fully recognized of $885,574   360,393    362,361 
TOTAL CURRENT LIABILITIES   523,049    524,815 
           
COMMITMENTS AND CONTINGENCIES   —      —   
           
STOCKHOLDERS' EQUITY (DEFICIT):          
Preferred stock, $0.0001 par value; 250,000,000 shares authorized, 100,000 and 100,000 shares issued and outstanding as of June 30, 2018 and March 31, 2018 respectively   10    10 
Common stock, $0.0001 par value; 500,000,000 shares authorized, 100,130,649 and 96,208,582 shares issued and outstanding as of June 30, 2018 and March 31, 2018 respectively   10,013    9,621 
Additional paid in capital   10,220,784    9,607,834 
Accumulated (deficit)   (10,392,844)   (9,690,522)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)   (162,037)   (73,057)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)  $361,012   $451,758 
           
           
The accompanying notes are an integral part of these consolidated financial statements

 

 F-2 

 

 

MOUNTAIN HIGH ACQUISITIONS CORP.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
    
  

For the Three Months ended

June 30,

   2018  2017
       
Revenue  $—     $—   
Cost of revenue   —      —   
Gross profit   —      —   
           
Depreciation   11,750    —   
Director fees   45,000    45,000 
Warrant expense   597,000    —   
Selling, general and administrative expenses   40,927    233,936 
    694,677    278,936 
(Loss) from operations   (694,677)   (278,936)
           
Interest Expense resulting from Beneficial Conversion Feature   —      (73,500)
Loss on valuation of preferred stock   —      (2,084,300)
Other income (expense)   649    —   
Interest Expense   (8,294)   (2,065)
           
Net income (loss)  $(702,322)  $(2,438,801)
           
Net Income (loss) per share-basic          
Continuing operations   (0.01)   (0.03)
           
Net Income (loss) per share-diluted          
Continuing operations   (0.01)   (0.03)
           
Weighted average shares outstanding - basic and diluted   98,169,616    72,697,982 
           
           
The accompanying notes are an integral part of these consolidated financial statements

 

 F-3 

 

 

MOUNTAIN HIGH ACQUISITIONS CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
       
  

For the Three Months ended

June 30,

    2018    2017 
           
CASH FLOWS FROM OPERATING ACTIVITIES          
Net (loss)  $(702,322)  $(2,438,801)
Adjustment to reconcile net loss to net          
Cash used in operating activities:          
Changes in:          
Beneficial Conversion Feature on Note payable   —      73,500 
Depreciation and amortization   11,750    —   
Accounts payable   —      (6,726)
Warrants expense   597,000    —   
Decrease in receivables   36,647    —   
Fixed Assets   (35,000)   (200,000)
Loss on valuation Preferred Stock   —      2,084,300 
Current accrued liabilities   —      232,065 
Net cash provided (used) by operating activities   (91,925)   (255,662)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
    —      —   
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from shares for services   6,080    —   
Note conversions   (10,262)   —   
Proceeds from borrowings   18,758    263,120 
Net cash provided by financing activities   14,576    263,120 
           
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   (77,349)   7,458 
           
CASH AND CASH EQUIVALENTS          
Beginning of the period   109,464    10,399 
End of the period  $32,115    17,857 
           
Supplemental disclosures of cash flow information          
Taxes paid  $—     $—   
Interest paid  $—     $—   
           
           
The accompanying notes are an integral part of these consolidated financial statements

 

 F-4 

 

Note 1 - Organization and Basis of Presentation

 

Organization and Line of Business

 

In May 2017, the Company formed MYHI-AZ to acquire equipment to service the growing cannabis industry. In June 2017 the Company entered into a consulting agreement with D9 Manufacturing, "D9", to provide D9 customers with infrastructure equipment. Also in June 2017, MYHI-AZ purchased 2 intermodal grow containers from D9 to be used in a grow operation in Arizona. MYHI-AZ leased the grow containers to D9 for 3 years with the ability to extend the lease for an additional 2 years. The lease began August 15, 2017. The lease provides for a monthly lease rate of $20,000 a month and requires advance payment for operating supplies and expenses. The monthly lease rate is recorded as revenue and an Account Receivable while the advances are recorded as an Other Receivable. Both amounts are due when the crop is harvested. The containers were planted in October 2017 with an expected harvest in January 2018. The initial grow operation encountered a power failure which ultimately resulted in the loss of the crop. The loss of the crop has resulted in a deferral of collection of the lease rental payments and the operating cost payments. The power failure highlighted additional issues with the containers and the facility where the containers are being used. The container issues and facility power requirement issue took a few months to resolve. Effective June 11, 2018, MYHI-AZ and D9 Manufacturing Corp., (the "Parties"), agreed to convert the current amount due under the operating lease, representing $150,000 lease payments and $22,294 operating expenses, into a $135,000 note payable, (the "Note"),, with a term of 3 years and interest rate of 7% per annum, and to capitalize $35,000 for improvements to the containers. The first payment on the Note is due 120 days from the date of the Note. The Parties also agreed to terminate the current lease effective March 31, 2018 and replace it with a new lease beginning July 1, 2018 with lease payments of $5,000.00 per month beginning November 1, 2018.

 

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 $702,322 and used cash for operations of $91,925 for the three months ended June 30, 2018 and has an accumulated deficit of $10,392,844 and a working capital deficit of $465,924 as of June 30, 2018. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management plans to continue to raise capital to fund the Company’s operations and believes that it can continue to raise equity or debt financing to support its operations until the Company is able to generate positive cash flow from operations.

 

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

 

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying consolidated financial statements have been presented in United States Dollars ($ or “USD”). The fiscal year end is March 31.

 

Principles of Consolidation

 

The accounts of the Company and its wholly–owned subsidiary GreenLife Botanix and MYHI-AZ are included in the accompanying consolidated financial statements. All intercompany balances and transactions were eliminated on consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.

 

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.

 

 F-5 

 

Revenue Recognition

 

As of January 1, 2018, we adopted ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09).   Leasing revenue recognition is specifically excluded and therefore the new standard is only applicable to service fee and consulting revenue.  A five-step model has been introduced for an entity to apply when recognizing revenue.  The new guidance also includes enhanced disclosure requirements.  The guidance was effective January 1, 2018.  The adoption did not have an impact on our financial statements.  

 

Revenue represents lease revenue for the grow containers pursuant to the Company's lease with D9. During the three months ended June 30, 2018 and 2017, there were no revenues recorded due to the restructure of the lease with D9. The restructured lease became effective 7/1/2018.

 

Fixed Assets

Fixed Assets are stated at cost. Depreciation is provided on fixed assets using the straight-line method over an estimated service life of five years for equipment.

The cost of normal maintenance and repairs is charged to operating expenses as incurred. Material expenditures which increase the life of an asset are capitalized and depreciated over the estimated remaining useful life of the asset.

Intangible Assets

 

The Company accounts for intangibles in accordance with ASC 350, Intangible-Goodwill and Other. The Company evaluates intangibles, at a minimum, on an annual basis and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of intangibles is tested by comparing the carrying amount to the fair value. The fair values are estimated using undiscounted projected net cash flows. If the carrying amount exceeds its fair value, intangibles are considered impaired and a second step is performed to measure the amount of impairment loss, if any. The Company evaluates the impairment of intangibles as of the end of each fiscal year or whenever events or changes in circumstances indicate that an intangible asset’s carrying amount may not be recoverable. These circumstances include:

 

a significant decrease in the market value of an asset;
a significant adverse change in the extent or manner in which an asset is used; or
an accumulation of costs significantly in excess of the amount originally expected for the acquisition of an asset.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations. The open tax years are 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018.

 

The Company has no tax positions at June 30, 2018 or June 30, 2017, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

Basic and Diluted Loss Per Share

 

Earnings per share is calculated in accordance with the ASC Topic 260, Earnings Per Share. Basic earnings per share is based upon the weighted average number of common shares outstanding. Diluted earnings per share is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

 

Recent Accounting Pronouncements

 

Recent authoritative guidance issued by the FASB (including technical corrections to the FASB Accounting Standards Codification), the American Institute of Certified Public Accountants, and the SEC, did not, or are not expected to have a material effect on the Company’s consolidated financial statements.

 

 F-6 

 

Note 3 – Equity

Common Stock

 

Effective June 12, 2017, the Company increased its authorized shares of common stock to 500,000,000 shares with a par value of $0.0001 per share. The Company has 250,000,000 shares of preferred stock with a par value of $0.0001 per share.

 

On June 12, 2017, the Company issued 100,000 shares of Series B Convertible Preferred stock to an outside consulting firm for consulting services, valued at $109,700, which was recorded as consulting fees in the three months ended June 30, 2017. Due to the super voting provision of the Series B Convertible Preferred stock the Company recorded a loss on valuation of the shares of $2,084,300, the equivalent to 20,000,000 less the associated consulting expense of $109,700.

 

During the year ended March 31, 2018 the Company converted $684,285 of convertible notes payable into 20,947,193 shares of free trading common stock of the Company.

 

During the year ended March 31, 2018 the Company issued 2,570,000 shares of restricted Common Stock, pursuant to consulting agreements valued at $329,184.

 

During the three months ended June 30, 2016, the Company converted $10,262 of convertible notes into 342,067 shares of common stock, issued 80,000 shares of common stock valued at $6,080 pursuant to consulting agreements and issued 3,500,000 shares of common stock relating to a cashless warrants issued in conjunction with convertible notes issued to St. George Investments LLC.

 

Warrants

 

Pursuant to the Warrant to Purchase Shares of Common Stock Agreement, dated June 30, 2017, the Company granted the right to St. George Investments LLC, to purchase at any time on or after the Issue Date of June 30, 2017 until the date which is the last calendar day of the month in which the fifth anniversary of the Issue Date occurs a number of fully paid and non-assessable shares of Company's common stock, par value $0.0001 per share, equal to $173,000 divided by the Market Price as of the Issue Date. The closing stock price on June 30, 2017 was $0.1273, equating to 1,358,995 shares of common stock. The warrant was issued in connection with the Securities Purchase Agreement, dated June 30, 2017. Pursuant to ASC 470-20-25-2 the company fair valued the warrants at $115,100 to be debited to warrant expense for the year ended March 31, 2018. The Warrants contain a ratcheting feature for future share issuances. The Company issued shares in July 2017 for conversion of notes payable and in September 2017 for consulting agreements. These share issuances were for convertible notes and contracts that were in existence prior to the execution of the St. George agreement and were exempt from any ratcheting calculation, however subsequent issues to St. George on conversion of their convertible notes are subject to the ratcheting calculation.

 

Pursuant to a Warrant Settlement Agreement executed June 27, 2018, the Company agreed to issue 8,141,005 additional warrants to settle the ratchet provision of the original warrant. The Company recorded additional warrant expense of $491,850 pursuant to ASC 470-20-25-2 as the fair value of the warrants. Effective April 19, 2018, the Company, pursuant to the Warrant to Purchase Shares of Company Stock which was issued in conjunction with the St George Investments LLC Securities Purchase Agreement dated June 30, 2017, issued 3,500,000 shares of Company stock at $.0826 per share, valued at $289,100.00. On June 27, 2018, the Company agreed to issue an additional 6,000,000 shares of Company common stock to fully settle the warrant at a value of $433,200.00 or $0.0705 per share. The Company recorded additional warrant expense of $105,150 to value the warrants exercised at market price.

 F-7 

 

A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below:

 

   Shares available to purchase with warrants  Weighted
Average
Price
  Weighted
Average
Fair Value
          
Outstanding, March 31, 2017   —     $—     $—   
                
Issued   1,358,995   $.1273   $.1273 
Exercised   —     $—     $—   
Forfeited   —     $—     $—   
Expired   —     $—     $—   
Outstanding, March 31, 2018   1,358,995   $.1273   $.1273 
                
Outstanding, March 31, 2018   1,358,995   $.1273   $.1273 
Issued pursuant to agreement   8,141,005   $.0604   $.0604 
Exercised April 19, 2018   (3,500,000)  $.0826   $.0826 
Exercised June 27, 2018   (6,000,000)  $.0705   $.0705 
Outstanding, June 30, 2018   0   $.0   $.0 

  

 

Range of Exercise Prices 

Number Outstanding

6/30/2018

  Weighted Average Remaining Contractual Life  Weighted Average Exercise Price
 $0.0327-$0.1273    0    0.00 years   $0 

 

Note 4 – 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 $4,606,253 expiring in various years through 2038. 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 a change in control.

 

Income tax expense (benefit) consists of the following for the three months ended June 30, 2018: 

    
Current taxes  $ —    
Deferred taxes   25,396 
Less: valuation allowance   (25,396)
Net income tax provision  $—   

 

The Company’s effective tax rate differs from the high statutory rate for three months ended June 30, 2018, due to the following (expressed as a percentage of pre-tax income):

    
Federal taxes at statutory rate  $21.0%
State taxes, net of federal tax benefit   5.0%
Valuation allowance   (26.0)%
Effective income tax rate  $0.0%

As of June 30, 2018, the components of these temporary differences and the deferred tax asset were as follows: 

    
Deferred Tax assets:   
     Net operating loss carryforward  $824,510 
     Less: valuation allowance   (824,510)
Net deferred tax assets  $—   

 

 F-8 

 

Note 5 - Notes Payable

 

At June 30, 2018 the Company had outstanding convertible notes payable to third parties in the amount of $360,393. The notes had interest rates of 3%-12% and had a conversion provision allowing the holder to convert each note into shares of the Company at a discount. This is referred to as the Beneficial Conversion Feature, "BCF". Due to the fact that the notes could be converted immediately or any time thereafter, there is no amortization of expense, so the Company has elected to record an expense in the current year for the difference between the BCF and the share value on the date the note was executed.:

 

Note Holder   Amount   Conversion Terms
Andrew Cervasio         10,476.74   Lesser of $0.03 or 80% lowest closing bid 15 days prior to conversion
St. George Financial       391,709.78   180 days from closing at lower of 65% of avg. 2 lowest closing bid 15 days prior to conversion
        489,475.24    

 

Note 6 - Related Party Transactions

 

Effective April 1, 2017, Alan Smith and Richard Stifel assigned their consulting agreements and all future amounts due under the agreement to Evolution Equities Corp, "Evolution" and RGS Resources LLC, "RGS" respectively. Evolution and RGS are related parties due to Mr. Smith's and Mr. Stifel's ownership interest and positions in those companies. Evolution and RGS were each paid $22,500 for the three months ended June 30, 2018. For the three months ended June 30, 2018 and 2017 accruals for Evolution and RGS were $22,500 each.

 

Note 7 – Commitments and Contingencies

 

None.

 

Note 8 – Subsequent Events

 

On July 5, 2018, the Company issued 6,000,000 shares of common stock, to St. George Investments LLC, relating to the 6/27/2018 exercise of 6,000,000 cashless warrants.

 

 F-9 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

 

FORWARD-LOOKING STATEMENTS

 

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

 

BUSINESS OPERATIONS

 

In May 2017, the Company formed MYHI-AZ to acquire equipment to service the growing cannabis industry. In June 2017 the Company entered into a consulting agreement with D9 Manufacturing, "D9", to provide D9 customers with infrastructure equipment. Also in June 2017, MYHI-AZ purchased 2 intermodal grow containers from D9 to be used in a grow operation in Arizona. MYHI-AZ leased the grow containers to D9 for 3 years with the ability to extend the lease for an additional 2 years. The lease began August 15, 2017. The lease provides for a monthly lease rate of $20,000 a month and requires advance payment for operating supplies and expenses. The monthly lease rate is recorded as revenue and an Account Receivable while the advances are recorded as an Other Receivable. Both amounts are due when the crop is harvested. The containers were planted in October 2017 with an expected harvest in January 2018. The initial grow operation encountered a power failure which ultimately resulted in the loss of the crop. The loss of the crop has resulted in a deferral of collection of the lease rental payments and the operating cost payments. The power failure highlighted additional issues with the containers and the facility where the containers are being used. The container issues and facility power requirement issue took a few months to resolve.

 

Effective June 11, 2018, MYHI-AZ and D9 Manufacturing Corp., (the "Parties"), agreed to convert the current amount due under the operating lease, representing $150,000 lease payments and $22,294 operating expenses, into a $135,000 note payable, (the "Note"),, with a term of 3 years and interest rate of 7% per annum, and to capitalize $35,000 for improvements to the containers. The first payment on the Note is due 120 days from the date of the Note. The Parties also agreed to terminate the current lease effective March 31, 2018 and replace it with a new lease beginning July 1, 2018 with lease payments of $5,000.00 per month beginning November 1, 2018.

 

RESULTS OF OPERATIONS

 

Working Capital

 

   As of June 30, 2018
Total Current Assets  $57,125 
Total Current Liabilities   (523,049)
Working Capital (Deficit)  $(465,924)

 

Cash Flows

 

   Three months Ended June 30, 2018
Cash Flows from (used in) Operating Activities  $(91,925)
Cash Flows from (used in) Investing Activities   —   
Cash Flows from (used in) Financing Activities   14,576 
Net Increase (decrease) in Cash during period  $(77,349)

 

 12 

 

Operating Revenues

 

During the three months ending June 30, 2018 and 2017, the Company recorded no revenues due to the issues discussed above relating to D9 Manufacturing. The new agreement with D9 Manufacturing became effective July 1, 2018 and the prior agreement was effective August 15, 2017.

 

Operating Expenses and Net Loss

 

The net loss for the three month period ended June 30, 2018 was $702,322, compared to a loss of $2,438,801 for the three months ended June 30, 2017. The loss for the three months ended June 30, 2018 consists of warrant expense of $597,000, director fee of $45,000, other SG&A of $40,927, depreciation of $11,750 and interest expense of $8,294.

 

The loss for the three months ended June 30, 2017 consists of $234,620 for consulting fees, $29,793 for legal and accounting fees and $4,823 for travel. Other Income (Expense) was an expense for the beneficial interest on Notes Payable of $73,500, a loss on the issuance of Preferred stock of $2,084,300 and interest expense of $2,065.

 

Liquidity and Capital Resources

 

At June 30, 2018, the Company’s cash balance and total assets were $32,115 and $361,012, respectively.

 

At June 30, 2018, the Company had total liabilities of $523,049, consisting of $150,156 in accounts payable and $360,393 convertible notes payable.

 

As at June 30, 2018, the Company had a working capital deficit of $465,924.    

 

Cashflow used in Operating Activities

 

During the three month period ended June 30, 2018, the Company used $93,691 of cash for Operating Activities compared to cash used for operating activities of $255,662 for the three months ended June 30, 2017. Cash used for operations for the three months ended June 30, 2018 were our loss of $702,322 offset by warrants expense of $597,000.

 

Cash used for operations for the three months ended June 30, 2017. consisted of our loss of $2,438,801 offset by $73,500. for beneficial interest on Notes Payable, loss on issuance of Preferred stock of $2,084,300 and an increase in Current Liabilities of $232,065.

 

Cashflow used in Investing Activities

 

There were no investing activities for the three months ended June 30, 2018 or 2017

 

Cashflow from Financing Activities

 

During the three months ended June 30, 2018, the Company used $10,262 from note conversions, received $6,080 from shares issued for services and $18,758 from borrowings

 

During the three months ended June 30, 2017, the Company received $263,120 from borrowings.

 

Going Concern

 

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

 

 13 

 

Off-Balance Sheet Arrangements

 

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

 

Future Financings

 

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

 

Critical Accounting Policies

 

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

 

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

 

Contractual Obligations

 

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

 

Recently Issued Accounting Pronouncements

 

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

 

 14 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

Based on an evaluation as of the date of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness 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 June 30, 2018 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 June 30, 2018. In making this assessment management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) (COSO). Our management has concluded that, as of June 30, 2018, 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 June 30, 2018, 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.

 

 15 

 

PART II—OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

ITEM 1A. RISK FACTORS

 

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

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Quarterly Issuances:

 

None

 

Subsequent Issuances:

 

None

 

ITEM 3. Defaults Upon Senior Securities

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None

 

ITEM 6. EXHIBITS

 

 

Exhibit

Number

  Description of Exhibit  Filing
 4.01  Promissory Note  Filed with the SEC on June 13, 2018 on Form 8K. Incorporated by reference
 4.02  Warrant Settlement Agreement  Files with the SEC on June 28, 2018 on Form 10K. Incorporated by reference
 10.01  Equipment Lease D9 and MYHI-AZ  Filed with the SEC on June 13, 2018 on Form 8K. Incorporated by reference.
 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.

 

(i)*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.

  

 16 

 

SIGNATURES

 

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

 

 

 

MOUNTAIN HIGH ACQUISITIONS CORP.

 

Dated: August 10, 2018 /s/ Alan Smith                
  Alan Smith
  Its: President, CEO, Treasurer and Director

 

Dated: August 10, 2018 /s/ Richard G. Stifel                
  Richard G. Stifel
  Its:CFO, Secretary and Director

 

 

17