ITEM 1.01 Entry into a Material Definitive Agreement.
Effective May 17,2021, Mountain High Acquisitions Corp, (the "Company"), GPS
Associates, Inc. ("GPS") and Trilogy Capital (Trilogy") entered into a
Rescission Agreement (the "Rescission Agreement") pursuant to which the parties
thereto agreed to rescind and cancel that certain Exchange Agreement dated May
8,2020 (the "Exchange Agreeement"). Under the Exchange Agreement, the Company
acquired all of the capital stock of GPS (the "GPS Shares") from Trilogy, its
then sole shareholder, in exchange for 215,250,000 restricted shares of the
Company's Common Stock (the "Company Shares"). Pursuant to the Rescission
Agreement Trilogy surrendered or caused the surrender for cancellation of the
Company Shares, and the Company returned to Trilogy and/or its designee the GPS
Shares. The Rescission Agreement was entered into because the books and records
of GPS were so deficient that the Company was unable to generate financial
statements of GPS with the result that the Company in turn was unable to comply
with its reporting obligations under the Securities Exchange Act of 1934 and
became delinquent in its filings with the Securities and Exchange Commission .
Under the Exchange Agreement, Trilogy agreed to convert an aggregate amount of
$194,000 representing advances to the Company by Trilogy. into 19,400,000
restricted shares (the "Conversion Shares").
The foregoing summary of the Rescission Agreement is qualified in its entirety
by reference to the full text of the Rescission Agreement, a copy of which is
filed as Exhibit 10.01 to this Current Repport on Form 8-K and is incorporated
by reference.
ITEM 2.01 Completion of Acquisition or Disposition of Assets
Reference is made to the disclosure in Item 1.01 The Company disposed of all of
the GPS Shares pursuant to the Rescission Agreement to the effect that the
Company was never deemed to be the owner of the GPS Shares..
ITEM 3.02 Unregistered Sales of Equity Securities
Reference is made to Items 1.01. Pursuant to the Rescission Agreement, the
Company issued to Trilogy the Conversion Shares. All such shares were issued in
reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. Such
reliance was based on the fact that the issuance of such shares did not involve
a public offering.
ITEM 9.01 Financial Statements And Exhibits
(d)
Exhibits: Document Description:
10.01 Rescission Agreement dated as of May 13, 2021 among the Company, GPS and Trilogy
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