Organization and Basis of Presentation | 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 Companys common stock. Concurrently with the closing of the transaction, Alan Smith, Chief Executive Officer of Canna-Life purchased 120,000,000 shares of the Companys common stock from the Companys 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 Companys common stock for cancellation. Mr. Smith was not compensated for the cancellation of his shares of the Companys 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 wit h 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 |