ITEM 1.01 Entry into a Material Definitive Agreement.

On April 23,2020,, Mountain High Acquisitions Corp, ("MYHI") and Trilogy Capital LLC ("Purchaser") entered into a Securities Purchase Agreement (the "Purchase Agreement") pursuant to which MYHI agreed to issue 11,750,000 restricted shares of MYHI (the "MYHI Shares") to Purchaser and Purchaser agreed to purchase the MYHI Shares for $94,000. The proceeds from the sale of the MYHI Shares are to be used to pay the outstanding obligations of MYHI under a Convertible Promissory Note dated April 24, 2019 issued to St. George Investments, LLC.

ITEM 3.02 Unregistered Sales of Equity Securities.

On August 24 2020, the sale of the MYHI Shares was consummated.. Such shares were isssued 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. On August 24, 2020, MYHI paid off the note to St. George Investments, LLC.

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