$MYHI Form 8-K

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENTEffective May 19, 2015, Mountain High Acquisitions Corp., a Colorado corporation (the “Company”) entered into a First Amendment to Share Exchange Agreement (“First Amendment to FSF Agreement”) with Freedom Seed & Feed, Inc., a Nevada corporation (“FSF”), and the controlling stockholders of FSF (the “FSF Shareholders”). The First Amendment, amends and modifies that certain Share Exchange Agreement entered into by and among the parties on March 31, 2015 (the “Original FSF Agreement”). The First Amendment has been entered into to reflect the following changes: (i) to increase the amount of shares to be received by FSF pursuant to the Original FSF Agreement from 29,429,000 restricted shares to 31,429,000 restricted shares and to modify the Exchange Ratio and any other such provision effected by the increased share amount; and, (ii) to reduce the amount of shares being cancelled by the Company’s former Chief Executive Officer and Director from 11,000,000 to 2,000,000 restricted shares.

For a more specific description of the terms and conditions of the First Amendment to FSF Agreement please refer to the First Amendment in its entirety, a copy of which has been filed herewith as Exhibit 2.03. The Original FSF Agreement was filed on Form 8-K with the SEC on April 7, 2015 and is hereby incorporated by this reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS(a) Financial Statements.

(d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

Exhibit Number Description of Exhibit 2.01 First Amendment to Share Exchange Agreement by and among the Company, the controlling stockholders of the Company, FSF, and the shareholders of FSF dated May 9, 2015 (1)

(1) Filed herewith.