MSTH / Mystic Holdings, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-K ANNUAL REPORT for the fiscal year ended December 31, 2024 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 Mystic Holdings, Inc. (Exact name of issuer as specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-K ANNUAL REPORT for the fiscal year ended December 31, 2024 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter) Nevada 81-3431472 (State or other jurisdiction of organization) (I.R.S. Employer Identification Number) 4145 Wagon Trail Avenue, Las

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A For the semiannual period ended June 30, 2024 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A For the semiannual period ended June 30, 2024 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter) Nevada 81-3431472 (State or other jurisdiction of organization) (I.R.S. Employer Identification Number) 4145 Wagon Trail Avenue Las Vegas, Nevada 89118 (A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 FORM 1-K ANNUAL REPORT for the fiscal year ended December 31, 2023 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 Mystic Holdings, Inc. (Exact name of iss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 1-K ANNUAL REPORT for the fiscal year ended December 31, 2023 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter) Nevada 81-3431472 (State or other jurisdiction of organization) (I.R.S. Employer Identification Number) 4145 Wagon

ADD EXHB

Exhibit 3.10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-K ANNUAL REPORT for the fiscal year ended December 31, 2023 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 Mystic Holdings, Inc. (Exact name of issuer as specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-K ANNUAL REPORT for the fiscal year ended December 31, 2023 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter) Nevada 81-3431472 (State or other jurisdiction of organization) (I.R.S. Employer Identification Number) 4145 Wagon Trail Avenue, Las

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A For the semiannual period ended June 30, 2023 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A For the semiannual period ended June 30, 2023 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter) Nevada 81-3431472 (State or other jurisdiction of organization) (I.R.S. Employer Identification Number) 4145 Wagon Trail Avenue Las Vegas, Nevada 89118 (A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-K ANNUAL REPORT for the fiscal year ended December 31, 2022 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 Mystic Holdings, Inc. (Exact name of issuer as specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-K ANNUAL REPORT for the fiscal year ended December 31, 2022 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter) Nevada 81-3431472 (State or other jurisdiction of organization) (I.R.S. Employer Identification Number) 4145 Wagon Trail Avenue, Las

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A For the semiannual period ended June 30, 2022 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter)

1-SA 1 form1-sa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A For the semiannual period ended June 30, 2022 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter) Nevada 81-3431472 (State or other jurisdiction of organization) (I.R.S. Employer Identification Number) 4145 Wagon Trail Avenue, Las V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 FORM 1-K ANNUAL REPORT for the fiscal year ended December 31, 2021 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 Mystic Holdings, Inc. (Exact name of iss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 1-K ANNUAL REPORT for the fiscal year ended December 31, 2021 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter) Nevada 81-3431472 (State or other jurisdiction of organization) (I.R.S. Employer Identification Number) 4145 Wagon

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-K ANNUAL REPORT for the fiscal year ended December 31, 2021 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 Mystic Holdings, Inc. (Exact name of issuer as specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-K ANNUAL REPORT for the fiscal year ended December 31, 2021 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter) Nevada 81-3431472 (State or other jurisdiction of organization) (I.R.S. Employer Identification Number) 4145 Wagon Trail Avenue, Las

Subsidiaries of Registrant

EX-21.1 4 ex21-1.htm EXHIBIT 21.1 Subsidiaries of Registrant Wagon Trail 4145, LLC, a Nevada limited liability company Baked Goods, LLC , a Nevada limited liability company Tinkbell, LLC, a Nevada limited liability company Picksy, LLC, a Nevada limited liability company Picksy Reno, a Nevada limited liability company

As filed with the Securities and Exchange Commission on December 29, 2021

As filed with the Securities and Exchange Commission on December 29, 2021 Registration No.

Specimen of Common Stock Certificate evidencing the shares of common stock.

EXHIBIT 4.1

Mystic Holdings, Inc. 33,333,333 Shares of Common Stock

Filed Pursuant to Rule 253(g)(2) File No. 024-11631 Final Offering Circular Mystic Holdings, Inc. 33,333,333 Shares of Common Stock This is a public offering of shares of our common stock, par value $0.001 per share. We are offering on a best efforts basis up to a maximum of 33,333,333 shares of our common stock. The public offering price is $1.50 per share. The offering statement of which this of

United States Securities And Exchange Commission Washington, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A For the semiannual period ended June 30, 2021 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter)

1-SA 1 form1-sa.htm United States Securities And Exchange Commission Washington, D.C. 20549 FORM 1-SA ☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A For the semiannual period ended June 30, 2021 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter) Nevada 81-3431472 (State or other jurisdiction of organization) (I.R.S. Employer Identification Number) 4145 Wagon Trail Avenue, Las V

September 17, 2021

Exhibit 12.1 September 17, 2021 Mystic Holdings, Inc. 4145 Wagon Trail Avenue Las Vegas, Nevada 89118 Re: Mystic Holdings, Inc. (the “Company”) Offering Statement on Form 1-A (the “Offering Statement”) Ladies and Gentlemen: We have acted as counsel to the Company, a corporation incorporated under the laws of the State of Nevada, in connection with the filing of the Offering Statement under Regulat

MYSTIC HOLDINGS, INC. 4145 Wagon Trail Avenue Las Vegas, Nevada 89118

September 17, 2021 VIA EMAIL AND EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ada D. Sarmento, Esq. Division of Corporation Finance Re: Mystic Holdings, Inc. Offering Statement on Form 1-A Filed September 17, 2021 File No: 024-11631 Ladies and Gentlemen: On behalf of Mystic Holdings, Inc. (the ?Company?), we enclose the Company?s request for ac

EXPLANATORY NOTE

EXPLANATORY NOTE Mystic Holdings, Inc. has prepared this amendment to its Offering Statement on Form 1-A (File No. 024-11631) solely for the purpose of filing Exhibits 11.2 and 12.1. No changes have been made to the offering circular constituting Part II of the Offering Statement. PART III?EXHIBITS Index to Exhibits Exhibit No. Exhibit Description 2.1 Articles of Incorporation of Mystic Holdings,

Advisory Agreement, dated as of February 23, 2021, by and between Mystic Holdings, Inc. and Michael Nahass (incorporated by reference to Exhibit 6.18 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 6.18

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

Office Lease, dated as of May 31, 2019, by and between MediFarm, LLC and Vegas Godspeed, LLC (incorporated by reference to Exhibit 6.21 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 6.21

Amended and Restated By-laws of Mystic Holdings, Inc. dated May 20, 2021 (incorporated by reference to Exhibit 2.4 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 2.4

Employment Agreement by and between Joanna DeFilippis and Mystic Holdings, Inc. (incorporated by reference to Exhibit 6.29 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 6.29

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Exhibit 6.27

Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock of Mystic Holdings, Inc (incorporated by reference to Exhibit 2.5 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 2.5

Secured Promissory Note, dated as of August 12, 2021, by Picksy Reno LLC in favor of Medifarm I LLC (incorporated by reference to Exhibit 6.14 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 6.14

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Exhibit 2.3

Secured Promissory Note, dated as of February 23, 2021, by Picksy LLC in favor of Medifarm LLC (incorporated by reference to Exhibit 6.13 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 6.13

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our report dated April 28, 2021, relating to the financial statements of Mystic Holdings, Inc., appearing in the Offering Circular which is a part of such Offering Statement, and to the reference to us under the heading ?Experts? in such Offering Circular. /s/ K.K. Mehta CPA A

Letter Agreement, dated as of May 19, 2021 by and among Picksy LLC, Picksy Reno LLC, Mystic Holdings, Inc. and Terra Tech Corp (incorporated by reference to Exhibit 6.12 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 6.12

Employment Agreement by and between Lorenzo Barracco and Mystic Holdings, Inc. (incorporated by reference to Exhibit 6.26 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 6.26

Secured Convertible Promissory Note, dated as of January 20, 2021, by Mystic Holdings, Inc. in favor of CEG Capital, LLC (incorporated by reference to Exhibit 6.17 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 6.17

Commercial Lease Agreement, dated as of February 1, 2020, by and between Picksy Reno LLC and Green Wagon Reno, LLC (incorporated by reference to Exhibit 6.22 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 6.22

Form of Subscription Agreement for the Current Reg A+ Offering (incorporated by reference to Exhibit 4.1 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 4.1 SUBSCRIPTION AGREEMENT Common Stock of Mystic Holdings, Inc. This Subscription Agreement relates to my/our agreement to purchase shares of common stock, par value $0.001 per share (the “Shares”), to be issued by Mystic Holdings, Inc., a Nevada corporation (the “Company”), for a purchase price of $1.50 per Share, for a total purchase price of $ (“Subscription Price”), subject to the ter

Lease, dated as of August 2021, by and between Mystic Holdings, Inc. and Sky Hi LLC (incorporated by reference to Exhibit 6.24 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 6.24

Lease Addendum to Commercial Lease Agreement, dated as of January 1, 2021, by and between Picksy Reno LLC and Green Wagon Reno LLC (incorporated by reference to Exhibit 6.23 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 6.23

Employment Agreement by and between Heather Cranny and Mystic Holdings, Inc. (incorporated by reference to Exhibit 6.28 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 6.28

Lease Addendum to Amended Commercial Lease Agreement, dated as of January 1, 2021, between Qualcan LLC and Green Wagon LLC (incorporated by reference to Exhibit 6.20 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 9, 2021).

Exhibit 6.20

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-K ANNUAL REPORT for the fiscal year ended December 31, 2020 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter) Nevada (State or other jurisdiction of organization) 81-3431472 (I.R.S. Employer Identification Number) 4145 Wagon Trail Avenue, Las

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Exhibit 11.12 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Annual Report on Form 1-K of our reports dated April 28, 2021, relating to the financial statements of Mystic Holding, Inc. appearing in the Annual Report, which is a part of such Annual Report Statement. www.kkmehtacpa.com Garden City, New York April 28, 2021

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 December 22, 2020 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Joe McCann, Esq., Office of Life Sciences Re: Mystic Holdings, Inc. Post-Qualification Amendment No. 3 to Offering Statement on Form 1-A Filed December 4, 2020 File No: 024-11

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Exhibit 11.9 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our reports dated December 16, 2020, relating to the financial statements of Mystic Holdings, Inc. appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts” in such Offering Circular. www.kkmehtacpa.c

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Exhibit 11.11 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our reports dated December 16, 2020, relating to the financial statements of MediFarm I, LLC appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts” in such Offering Circular. www.kkmehtacpa.com Ga

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Exhibit 11.10 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our reports dated December 16, 2020, relating to the financial statements of Blum-Desert Inn (a division of MediFarm LLC) appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts” in such Offering Ci

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Post Qualification Amendment No. 4 File No. 024-11093 Explanatory Note This Post-Qualification Amendment No. 4 (this “Amendment No. 4”) amends and supplements the information contained in the Offering Circular on Form 1-A/A of Mystic Holdings, Inc. that was qualified by the Securities and Exchange Commission (the “SEC”) on March 20, 2020 (as the same may be amended and supplemented from time to ti

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Post Qualification Amendment No. 3 File No. 024-11093 Explanatory Note This Post-Qualification Amendment No. 3 (this “Amendment No. 3”) amends and supplements the information contained in the Offering Circular on Form 1-A/A of Mystic Holdings, Inc. that was qualified by the Securities and Exchange Commission (the “SEC”) on March 20, 2020 (as the same may be amended and supplemented from time to ti

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Exhibit 11.8 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our reports dated December 1, 2020, relating to the financial statements of MediFarm I, LLC appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts” in such Offering Circular. www.kkmehtacpa.com Gard

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Exhibit 11.6 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our reports dated December 1, 2020, relating to the financial statements of Mystic Holdings, Inc. appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts” in such Offering Circular. www.kkmehtacpa.co

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Exhibit 11.7 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our reports dated December 1, 2020, relating to the financial statements of Blum-Desert Inn (a division of MediFarm LLC) appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts” in such Offering Circ

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 December 3, 2020 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Joe McCann, Esq., Office of Life Sciences Re: Mystic Holdings, Inc. Post-Qualification Amendment No. 2 to Offering Statement on Form 1-A Filed November 6, 2020 File No: 024-110

Settlement Agreement, dated as of July 28, 2020, by and among Qualcan, LLC, LivFree Wellness, LLC, MM Development Company, Inc., ETW Management Group LLC, Global Harmony LLC, Just Quality, LLC, Libra Wellness Center, LLC, Rombough Real Estate, Inc., Zion Gardens LLC, Nevada Wellness Center, LLC, Lone Mountain Partners, LLC, Nevada Organic Remedies, LLC, Greenmart of Nevada NLV, LLC, Helping Hands Wellness Center, Inc., CPCM Holdings, LLC, Cheyenne Medical, LLC, Commerce Park Medical, LLC and the State of Nevada, Department of Taxation (incorporated by reference to Exhibit 6.16 to the Company’s Post-Qualification Amendment No. 2 to Offering Statement on Form 1-A POS filed with the SEC on November 6, 2020).

Exhibit 6.16 SETTLEMENT AGREEMENT This Settlement Agreement is entered into as of July , 2020 (the “Effective Date”) (this “Agreement”), among LivFree Wellness, LLC, a Nevada limited liability company (“LivFree”), MM Development Company, Inc., a Nevada corporation, (“MM”); ETW Management Group LLC, Global Harmony LLC, Just Quality, LLC, Libra Wellness Center, LLC, Rombough Real Estate, Inc., and Z

Form of Letter Agreement re: Extension of Maturity of 8% Convertible Debentures (incorporated by reference to Exhibit 6.17 to the Company’s Post-Qualification Amendment No. 2 to Offering Statement on Form 1-A POS filed with the SEC on November 6, 2020).

Exhibit 6.17 MYSTIC HOLDINGS INC. 4145 Wagon Trail Avenue Las Vegas, Nevada 89118 July [], 2020 VIA EMAIL [Holder Name, Address and Email] Re: 8% Convertible Debenture dated [], 2019 (the “Debenture”) in the original principal amount of $[ ], issued by Mystic Holdings Inc., pursuant to the Convertible Debenture Subscription Agreement, dated as of [], 2019 (the “Subscription Agreement”) Ladies and

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Exhibit 11.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our reports dated July 15, 2020, relating to the financial statements of Mystic Holdings, Inc. appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts” in such Offering Circular. www.kkmehtacpa.com G

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Exhibit 11.5 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our reports dated October 30, 2020, relating to the financial statements of MediFarm I LLC appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts” in such Offering Circular. www.kkmehtacpa.com Garde

Letter Agreement, dated as of October 22, 2020 by and among Medifarm I LLC, Picksy Reno LLC, Mystic Holdings, Inc. and Terra Tech Corp. (incorporated by reference to Exhibit 6.15 to the Company’s Post-Qualification Amendment No. 2 to Offering Statement on Form 1-A POS filed with the SEC on November 6, 2020).

Exhibit 6.15 Terra Tech Corp. 2040 Main Street, Suite 225 lrvine, CA 92614 October 22, 2020 Picksy Reno LLC 190I Camino Carlos Rey North Las Vegas, NV 89031 Attn: Manager Ladies and Gentlemen: Reference is made to that certain Asset Purchase Agreement (the “Agreement”), dated on or about August 19, 2019, between MediFarm I LLC (the “Seller”) and Picksy Reno LLC (the “Purchaser”). Capitalized terms

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Exhibit 6.14 Terra Tech Corp. 2040 Main Street, Suite 225 Irvine, CA 92614 August 3, 2020 Picksy Reno LLC 1901 Camino Carlos Rey North Las Vegas, NV 89031 Attn: Manager Ladies and Gentlemen: Reference is made to that certain Asset Purchase Agreement (the “Agreement”), dated on or about August 19, 2019, between MediFarm I LLC (the “Seller”) and Picksy Reno LLC (the “Purchaser”). Capitalized terms u

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Post Qualification Amendment No. 2 File No. 024-11093 Explanatory Note This Post-Qualification Amendment No. 2 (this “Amendment No. 2”) amends and supplements the information contained in the Offering Circular on Form 1-A/A of Mystic Holdings, Inc. that was qualified by the Securities and Exchange Commission (the “SEC”) on March 20, 2020 (as the same may be amended and supplemented from time to ti

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 November 6, 2020 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Joe McCann, Esq., Office of Life Sciences Re: Mystic Holdings, Inc. Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A Filed September 15, 2020 File No: 024-1

Promissory Note, dated as of October 19, 2017, between Mystic Holdings, Inc. and Ketores Holdings, LLC.

PROMISSORY NOTE $1,500,000.00 October 19, 2017 FOR VALUE RECEIVED, Mystic Holdings, Inc., a Nevada corporation (“Borrower”), promises to pay to the order of Ketores Holdings, LLC, a Nevada limited liability company (“Lender”), at its office at c/o Alexander Scharf, 305 West End Avenue, New York, New York 10023, or at such other address as the holder hereof may from time to time designate in writin

Consent of Olshan Frome Wolosky LLP (included in the opinion filed as Exhibit 12.1).

Exhibit 12.1 December 31, 2019 Mystic Holdings, Inc. 4145 Wagon Trail Avenue Las Vegas, Nevada 89118 Re: Mystic Holdings, Inc. (the “Company”) Offering Statement on Form 1-A (the “Offering Statement”) Ladies and Gentlemen: We have acted as counsel to the Company, a corporation incorporated under the laws of the State of Nevada, in connection with the filing of the Offering Statement under Regulati

Amended and Restated By-laws of Mystic Holdings, Inc.

AMENDED AND RESTATED BYLAWS OF MYSTIC HOLDINGS, INC. A Nevada Corporation ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The initial Registered Agent shall be Michael V. Cristalli. 410 S. Rampart Blvd., Suite 420, Las Vegas, Nevada, 89145 to be replaced by such other person or entity as designated by the Board of Directors from time to time. The Corporation may also maintain an office or offices

Amended Commercial Lease Agreement, dated June 30, 2016, between Qualcan, LLC and Green Wagon, LLC.

AMMENDED COMMERCIAL LEASE AGREEMENT BETWEEN QUALCAN, LLC, A NEVADA LIMITED LIABILITY COMPANY, AS TENANT AND GREEN WAGON, LLC, A NEVADA LIMITED LIABLITY COMPANY, AS LANDLORD TABLE OF CONTENTS 1.

Form of C$0.30 8% Convertible Debenture from First 2019 Private Placement.

THE SECURITY REPRESENTED HEREBY, AND THE SECURITIES ISSUABLE UPON CONVERSION OR REDEMPTION HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY, IS AVAILABLE.

Asset Purchase Agreement, dated as of May 8, 2019, between Picksy LLC and MediFarm LLC.

ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is entered into as of May 8, 2019 (the “Effective Date”), by and between Picksy LLC, a Nevada limited liability company (“Purchaser”), and MEDIFARM LLC, a Nevada limited liability company (“Seller”).

Assignment and Assumption Agreement, executed on August 24, 2018, between Mystic Holdings, Inc. and Olga Cortese.

Assignment and Assumption of Valuead Realty Group Promissory Notes and Rights WHEREAS, Mystic Holdings, Inc.

Articles of Incorporation of Mystic Holdings, Inc.

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United States Securities And Exchange Commission Washington, D.C. 20549 FORM 1-SA [X] SEMIANNUAL REPORT PURSUANT TO REGULATION A For the semiannual period ended June 30, 2020 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter) Nevada 81-3431472 (State or other jurisdiction of organization) (I.R.S. Employer Identification Number) 4145 Wagon Trail Avenue, Las Vegas, Nevada 89118

Form of Subscription Agreement for this offering.

Exhibit 4.1 SUBSCRIPTION AGREEMENT Common Stock of Mystic Holdings, Inc. This Subscription Agreement relates to my/our agreement to purchase shares of common stock, par value $0.001 per share (the “Shares”), to be issued by Mystic Holdings, Inc., a Nevada corporation (the “Company”), for a purchase price of $ per Share, for a total purchase price of $ (“Subscription Price”), subject to the terms,

Form of Mystic Holdings, Inc. Incentive Stock Option Agreement.

Incentive Stock Option Agreement This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of September 30, 2019 by and between Mystic Holdings, Inc.

Asset Purchase Agreement, dated as of August 19, 2019, between Picksy Reno, LLC and MediFarm I LLC.

ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is entered into as of August 19, 2019, by and between Picksy Reno, LLC, a Nevada limited liability company (“Purchaser”), and MEDIFARM I LLC, a Nevada limited liability company (“Seller”).

Amendment No.2 to Share Exchange Agreement, effective March 11, 2020, between Qualcan (Canada) Holdings Inc. and Mystic Holdings, Inc.

Exhibit 6.13 AMENDMENT TO sHARE EXCHANGE AGREEMENT THIS AGREEMENT made effective as of the 11th day of March, 2020 AMONG: QUALCAN (CANADA) HOLDINGS INC., a corporation existing under the laws of British Columbia, having its registered and records office at 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7 (hereinafter referred to as the “Purchaser”) AND: MYSTIC HOLDINGS, INC., a corporation i

Letter Agreement, dated as of January 30, 2020, by and among Medifarm LLC, Picksy LLC, MediFarm I LLC and Picksy Reno LLC.

Exhibit 6.12 Terra Tech Corp. 2040 Main Street, Suite 225 Irvine, CA 92614 January 30, 2020 Picksy LLC 1901 Camino Carlos Rey North Las Vegas, NV 89031 Attn: Manager Ladies and Gentlemen: Reference is made to that certain Asset Purchase Agreement (the ‘‘Agreement”), dated on or about May 8, 2019, between MediFarm LLC (the “Seller”) and Picksy LLC (the “Purchaser”). Capitalized terms used but not d

Consent of K.K. Mehta CPA Associates PLLC for Mystic Holdings, Inc.

Exhibit 11.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our report dated January 30, 2020, relating to the financial statements of Mystic Holdings, Inc., appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts” in such Offering Circular. /s/ K.K. Mehta CP

Amendment No. 1 to Share Exchange Agreement, effective February 7, 2020, between Qualcan (Canada) Holdings Inc. and Mystic Holdings, Inc.

Exhibit 6.11 AMENDMENT TO sHARE EXCHANGE AGREEMENT THIS AGREEMENT made effective as of the 7th day of February, 2020 AMONG: QUALCAN (CANADA) HOLDINGS INC., a corporation existing under the laws of British Columbia, having its registered and records office at 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7 (hereinafter referred to as the “Purchaser”) AND: MYSTIC HOLDINGS, INC., a corporation

Form of C$0.80 8% Convertible Debenture from Second 2019 Private Placement.

THE SECURITY REPRESENTED HEREBY, AND THE SECURITIES ISSUABLE UPON CONVERSION OR REDEMPTION HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY, IS AVAILABLE.

Share Exchange Agreement, effective September 4, 2019, between Qualcan (Canada) Holdings Inc. and Mystic Holdings, Inc.

SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT is made effective the 4th day of September, 2019.

Form of Letter Agreement re: Extension of Maturity of 8% Convertible Debentures

Exhibit 6.16 MYSTIC HOLDINGS INC. 4145 Wagon Trail Avenue Las Vegas, Nevada 89118 July [], 2020 VIA EMAIL [Holder Name, Address and Email] Re: 8% Convertible Debenture dated [], 2019 (the “Debenture”) in the original principal amount of $[ ], issued by Mystic Holdings Inc., pursuant to the Convertible Debenture Subscription Agreement, dated as of [], 2019 (the “Subscription Agreement”) Ladies and

Common Stock Purchase and Working Capital Loan Agreement, dated as of October 19, 2017, between Mystic Holdings, Inc. and Ketores Holdings, LLC.

COMMON STOCK PURCHASE AND WORKING CAPITAL LOAN AGREEMENT THIS COMMON STOCK PURCHASE AND WORKING CAPITAL LOAN AGREEMENT (this “Agreement”) is made as of October 19, 2017, between Mystic Holdings, Inc.

Settlement Agreement, dated as of July 28, 2020, by and among Qualcan, LLC, LivFree Wellness, LLC, MM Development Company, Inc., ETW Management Group LLC, Global Harmony LLC, Just Quality, LLC, Libra Wellness Center, LLC, Rombough Real Estate, Inc., Zion Gardens LLC, Nevada Wellness Center, LLC, Lone Mountain Partners, LLC, Nevada Organic Remedies, LLC, Greenmart of Nevada NLV, LLC, Helping Hands Wellness Center, Inc., CPCM Holdings, LLC, Cheyenne Medical, LLC, Commerce Park Medical, LLC and the State of Nevada, Department of Taxation.

Exhibit 6.15 SETTLEMENT AGREEMENT This Settlement Agreement is entered into as of July , 2020 (the “Effective Date”) (this “Agreement”), among LivFree Wellness, LLC, a Nevada limited liability company (“LivFree”), MM Development Company, Inc., a Nevada corporation, (“MM”); ETW Management Group LLC, Global Harmony LLC, Just Quality, LLC, Libra Wellness Center, LLC, Rombough Real Estate, Inc., and Z

Letter Agreement, dated as of August 3, 2020, by and among Medifarm I LLC and Picksy Reno LLC.

Exhibit 6.14 Terra Tech Corp. 2040 Main Street, Suite 225 Irvine, CA 92614 August 3, 2020 Picksy Reno LLC 1901 Camino Carlos Rey North Las Vegas, NV 89031 Attn: Manager Ladies and Gentlemen: Reference is made to that certain Asset Purchase Agreement (the “Agreement”), dated on or about August 19, 2019, between MediFarm I LLC (the “Seller”) and Picksy Reno LLC (the “Purchaser”). Capitalized terms u

Consent of K.K. Mehta CPA Associates PLLC for Blum-Desert Inn (a division of MediFarm LLC) and MediFarm I LLC.

Exhibit 11.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our reports dated November 27, 2019, relating to the financial statements of Blum-Desert Inn (a division of MediFarm LLC) and MediFarm I LLC, appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts”

Settlement Agreement, dated as of July 28, 2020, by and among Qualcan, LLC, LivFree Wellness, LLC, MM Development Company, Inc., ETW Management Group LLC, Global Harmony LLC, Just Quality, LLC, Libra Wellness Center, LLC, Rombough Real Estate, Inc., Zion Gardens LLC, Nevada Wellness Center, LLC, Lone Mountain Partners, LLC, Nevada Organic Remedies, LLC, Greenmart of Nevada NLV, LLC, Helping Hands Wellness Center, Inc., CPCM Holdings, LLC, Cheyenne Medical, LLC, Commerce Park Medical, LLC and the State of Nevada, Department of Taxation.

Exhibit 6.15 SETTLEMENT AGREEMENT This Settlement Agreement is entered into as of July , 2020 (the “Effective Date”) (this “Agreement”), among LivFree Wellness, LLC, a Nevada limited liability company (“LivFree”), MM Development Company, Inc., a Nevada corporation, (“MM”); ETW Management Group LLC, Global Harmony LLC, Just Quality, LLC, Libra Wellness Center, LLC, Rombough Real Estate, Inc., and Z

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Post Qualification Amendment No. 1 File No. 024-11093 PART II - OFFERING CIRCULAR Mystic Holdings, Inc. September 15, 2020 Explanatory Note This Post-Qualification Amendment No. 1 (this “Amendment”) amends and supplements the information contained in the offering statement on Form 1-A/A of Mystic Holdings, Inc. that was qualified by the Securities and Exchange Commission (the “SEC”) on March 20, 2

Letter Agreement, dated as of August 3, 2020, by and among Medifarm I LLC and Picksy Reno LLC (incorporated by reference to Exhibit 6.14 to the Company’s Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A POS filed with the SEC on September 15, 2020).

Exhibit 6.14 Terra Tech Corp. 2040 Main Street, Suite 225 Irvine, CA 92614 August 3, 2020 Picksy Reno LLC 1901 Camino Carlos Rey North Las Vegas, NV 89031 Attn: Manager Ladies and Gentlemen: Reference is made to that certain Asset Purchase Agreement (the “Agreement”), dated on or about August 19, 2019, between MediFarm I LLC (the “Seller”) and Picksy Reno LLC (the “Purchaser”). Capitalized terms u

Form of Letter Agreement re: Extension of Maturity of 8% Convertible Debentures

Exhibit 6.16 MYSTIC HOLDINGS INC. 4145 Wagon Trail Avenue Las Vegas, Nevada 89118 July [], 2020 VIA EMAIL [Holder Name, Address and Email] Re: 8% Convertible Debenture dated [], 2019 (the “Debenture”) in the original principal amount of $[ ], issued by Mystic Holdings Inc., pursuant to the Convertible Debenture Subscription Agreement, dated as of [], 2019 (the “Subscription Agreement”) Ladies and

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 September 15, 2020 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Christopher Edwards, Esq., Office of Life Sciences Re: Mystic Holdings, Inc. Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A Filed September 15, 2020 Fil

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1-K SPECIAL FINANCIAL REPORT for the fiscal year ended December 31, 2019 PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 Mystic Holdings, Inc. (Exact name of issuer as specified in its charter) Nevada (State or other jurisdiction of organization) 81-3431472 (I.R.S. Employer Identification Number) 4145 Wagon Trail A

Mystic Holdings, Inc. 50,000,000 Shares of Common Stock

Filed Pursuant to Rule 253(g)(2) File No. 024-11093 Final Offering Circular Mystic Holdings, Inc. 50,000,000 Shares of Common Stock This is an initial public offering of shares of our common stock. We are offering on a best efforts basis up to 50,000,000 shares of our common stock, with a minimum offering amount of 5,000,000 shares of our common stock. The initial public offering price is $1.00 pe

MYSTIC HOLDINGS, INC. 4145 Wagon Trail Avenue Las Vegas, Nevada 89118

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 March 18, 2020 VIA EMAIL AND EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Christopher Edwards, Esq. Division of Corporation Finance Re: Mystic Holdings, Inc. Offering Statement on Form 1-A (No. 024-11093) Ladies and Gentlemen: On behalf of Mystic Holdings, Inc. (the ?Company?), we enclose

Consent of K.K. Mehta CPA Associates PLLC for Mystic Holdings, Inc.

Exhibit 11.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our report dated January 30, 2020, relating to the financial statements of Mystic Holdings, Inc., appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts” in such Offering Circular. /s/ K.K. Mehta CP

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

Amendment No.2 to Share Exchange Agreement, effective March 11, 2020, between Qualcan (Canada) Holdings Inc. and Mystic Holdings, Inc.

Exhibit 6.13 AMENDMENT TO sHARE EXCHANGE AGREEMENT THIS AGREEMENT made effective as of the 11th day of March, 2020 AMONG: QUALCAN (CANADA) HOLDINGS INC., a corporation existing under the laws of British Columbia, having its registered and records office at 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7 (hereinafter referred to as the “Purchaser”) AND: MYSTIC HOLDINGS, INC., a corporation i

Consent of K.K. Mehta CPA Associates PLLC for Blum-Desert Inn (a division of MediFarm LLC) and MediFarm I LLC.

Exhibit 11.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our reports dated November 27, 2019, relating to the financial statements of Blum-Desert Inn (a division of MediFarm LLC) and MediFarm I LLC, appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts”

Email: [email protected]

Email: [email protected] Direct Dial: 212.451.2234 March 11, 2020 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Christopher Edwards, Esq. Office of Life Sciences Re: Mystic Holdings, Inc. Supplemental Response Letter filed February 28, 2020 - and - Amendment No. 3 to Offering Statement

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.223 February 28, 2020 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Christopher Edwards, Esq., Office of Life Sciences Re: Mystic Holdings, Inc. Amendment No. 3 to Offering Statement on Form 1-A Filed February 10, 2020 File No: 024-11093 Ladies

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

Exhibit 11.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our reports dated November 27, 2019, relating to the financial statements of Blum-Desert Inn (a division of MediFarm LLC) and MediFarm I LLC, appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts”

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 February 10, 2020 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn.: Christopher Edwards, Esq., Office of Life Sciences Re: Mystic Holdings, Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed January 3, 2020 File No: 024-11093 Ladies

Letter Agreement, dated as of January 30, 2020, by and among Medifarm LLC, Picksy LLC, MediFarm I LLC and Picksy Reno LLC (incorporated by reference to Exhibit 6.12 to the Company’s Offering Statement on Form 1-A/A filed with the SEC on February 10, 2020).

Exhibit 6.12 Terra Tech Corp. 2040 Main Street, Suite 225 Irvine, CA 92614 January 30, 2020 Picksy LLC 1901 Camino Carlos Rey North Las Vegas, NV 89031 Attn: Manager Ladies and Gentlemen: Reference is made to that certain Asset Purchase Agreement (the ??Agreement?), dated on or about May 8, 2019, between MediFarm LLC (the ?Seller?) and Picksy LLC (the ?Purchaser?). Capitalized terms used but not d

SUBSCRIPTION AGREEMENT Common Stock of Mystic Holdings, Inc.

Exhibit 4.1 SUBSCRIPTION AGREEMENT Common Stock of Mystic Holdings, Inc. This Subscription Agreement relates to my/our agreement to purchase shares of common stock, par value $0.001 per share (the ?Shares?), to be issued by Mystic Holdings, Inc., a Nevada corporation (the ?Company?), for a purchase price of $ per Share, for a total purchase price of $ (?Subscription Price?), subject to the terms,

Amendment No. 1 to Share Exchange Agreement, effective February 7, 2020, between Qualcan (Canada) Holdings Inc. and Mystic Holdings, Inc. (incorporated by reference to Exhibit 6.11 to the Company’s Offering Statement on Form 1-A/A filed with the SEC on February 10, 2020).

Exhibit 6.11 AMENDMENT TO sHARE EXCHANGE AGREEMENT THIS AGREEMENT made effective as of the 7th day of February, 2020 AMONG: QUALCAN (CANADA) HOLDINGS INC., a corporation existing under the laws of British Columbia, having its registered and records office at 1500 ? 1055 West Georgia Street, Vancouver, BC V6E 4N7 (hereinafter referred to as the ?Purchaser?) AND: MYSTIC HOLDINGS, INC., a corporation

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our report dated January 30, 2020, relating to the financial statements of Mystic Holdings, Inc., appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts” in such Offering Circular. /s/ K.K. Mehta CP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

Exhibit 11.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our reports dated November 27, 2019, relating to the financial statements of Blum-Desert Inn (a division of MediFarm LLC) and MediFarm I LLC, appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading ?Experts?

Consent of Olshan Frome Wolosky LLP (included in the opinion filed as Exhibit 12.1).

Exhibit 12.1 December 31, 2019 Mystic Holdings, Inc. 4145 Wagon Trail Avenue Las Vegas, Nevada 89118 Re: Mystic Holdings, Inc. (the ?Company?) Offering Statement on Form 1-A (the ?Offering Statement?) Ladies and Gentlemen: We have acted as counsel to the Company, a corporation incorporated under the laws of the State of Nevada, in connection with the filing of the Offering Statement under Regulati

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our report dated December 30, 2019, relating to the financial statements of Mystic Holdings, Inc., appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts” in such Offering Circular. /s/ K.K. Mehta C

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

Exhibit 11.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our reports dated November 27, 2019, relating to the financial statements of Blum-Desert Inn (a division of MediFarm LLC) and MediFarm I LLC, appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts”

December 31, 2019

Exhibit 12.1 December 31, 2019 Mystic Holdings, Inc. 4145 Wagon Trail Avenue Las Vegas, Nevada 89118 Re: Mystic Holdings, Inc. (the ?Company?) Offering Statement on Form 1-A (the ?Offering Statement?) Ladies and Gentlemen: We have acted as counsel to the Company, a corporation incorporated under the laws of the State of Nevada, in connection with the filing of the Offering Statement under Regulati

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our report dated December 30, 2019, relating to the financial statements of Mystic Holdings, Inc., appearing in the Offering Circular, which is a part of such Offering Statement, and to the reference to us under the heading “Experts” in such Offering Circular. /s/ K.K. Mehta C

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

EMAIL: [email protected]

EMAIL: [email protected] Direct Dial: 212.451.2234 December 31, 2019 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Folake Ayoola, Esq. Office of Life Sciences Re: Mystic Holdings, Inc. Offering Statement on Form 1-A Filed October 4, 2019 File No. 024-11093 Ladies and Gentlemen: On beha

Asset Purchase Agreement, dated as of August 19, 2019, between Picksy Reno, LLC and MediFarm I LLC (incorporated by reference to Exhibit 6.5 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 10, 2019).

ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this ?Agreement?) is entered into as of August 19, 2019, by and between Picksy Reno, LLC, a Nevada limited liability company (?Purchaser?), and MEDIFARM I LLC, a Nevada limited liability company (?Seller?).

Form of C$0.30 8% Convertible Debenture from First 2019 Private Placement (incorporated by reference to Exhibit 6.2 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 10, 2019).

THE SECURITY REPRESENTED HEREBY, AND THE SECURITIES ISSUABLE UPON CONVERSION OR REDEMPTION HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY, IS AVAILABLE.

Form of Mystic Holdings, Inc. Incentive Stock Option Agreement (incorporated by reference to Exhibit 6.10 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 10, 2019).

Incentive Stock Option Agreement This Incentive Stock Option Agreement (this ?Agreement?) is made and entered into as of September 30, 2019 by and between Mystic Holdings, Inc.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement on Form 1-A of our reports dated September 5, 2019, and September 30, 2019, relating to the financial statements of Mystic Holdings, Inc.

Form of Subscription Agreement for this offering.

Exhibit 4.1 SUBSCRIPTION AGREEMENT Common Stock of Mystic Holdings, Inc. This Subscription Agreement relates to my/our agreement to purchase shares of common stock, par value $0.001 per share (the ?Shares?), to be issued by Mystic Holdings, Inc., a Nevada corporation (the ?Company?), for a purchase price of $ per Share, for a total purchase price of $ (?Subscription Price?), subject to the terms,

Power of Attorney (set forth on signature page of the offering statement).

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

Common Stock Purchase and Working Capital Loan Agreement, dated as of October 19, 2017, between Mystic Holdings, Inc. and Ketores Holdings, LLC (incorporated by reference to Exhibit 6.7 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 10, 2019).

COMMON STOCK PURCHASE AND WORKING CAPITAL LOAN AGREEMENT THIS COMMON STOCK PURCHASE AND WORKING CAPITAL LOAN AGREEMENT (this ?Agreement?) is made as of October 19, 2017, between Mystic Holdings, Inc.

Articles of Incorporation of Mystic Holdings, Inc.

Form of C$0.80 8% Convertible Debenture from Second 2019 Private Placement.

THE SECURITY REPRESENTED HEREBY, AND THE SECURITIES ISSUABLE UPON CONVERSION OR REDEMPTION HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO COUNSEL FOR THIS COMPANY, IS AVAILABLE.

Asset Purchase Agreement, dated as of May 8, 2019, between Picksy LLC and MediFarm LLC (incorporated by reference to Exhibit 6.4 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 10, 2019).

ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this ?Agreement?) is entered into as of May 8, 2019 (the ?Effective Date?), by and between Picksy LLC, a Nevada limited liability company (?Purchaser?), and MEDIFARM LLC, a Nevada limited liability company (?Seller?).

Promissory Note, dated as of October 19, 2017, between Mystic Holdings, Inc. and Ketores Holdings, LLC (incorporated by reference to Exhibit 6.8 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 10, 2019).

PROMISSORY NOTE $1,500,000.00 October 19, 2017 FOR VALUE RECEIVED, Mystic Holdings, Inc., a Nevada corporation (?Borrower?), promises to pay to the order of Ketores Holdings, LLC, a Nevada limited liability company (?Lender?), at its office at c/o Alexander Scharf, 305 West End Avenue, New York, New York 10023, or at such other address as the holder hereof may from time to time designate in writin

Amended Commercial Lease Agreement, dated June 30, 2016, between Qualcan, LLC and Green Wagon, LLC.

AMMENDED COMMERCIAL LEASE AGREEMENT BETWEEN QUALCAN, LLC, A NEVADA LIMITED LIABILITY COMPANY, AS TENANT AND GREEN WAGON, LLC, A NEVADA LIMITED LIABLITY COMPANY, AS LANDLORD TABLE OF CONTENTS 1.

Amended and Restated By-laws of Mystic Holdings, Inc.

AMENDED AND RESTATED BYLAWS OF MYSTIC HOLDINGS, INC. A Nevada Corporation ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The initial Registered Agent shall be Michael V. Cristalli. 410 S. Rampart Blvd., Suite 420, Las Vegas, Nevada, 89145 to be replaced by such other person or entity as designated by the Board of Directors from time to time. The Corporation may also maintain an office or offices

Share Exchange Agreement, effective September 4, 2019, between Qualcan (Canada) Holdings Inc. and Mystic Holdings, Inc. (incorporated by reference to Exhibit 6.1 to the Company’s Offering Statement on Form 1-A filed with the SEC on September 10, 2019).

SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT is made effective the 4th day of September, 2019.

Assignment and Assumption Agreement, executed on August 24, 2018, between Mystic Holdings, Inc. and Olga Cortese.

Assignment and Assumption of Valuead Realty Group Promissory Notes and Rights WHEREAS, Mystic Holdings, Inc.