UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]       Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period endedMarch 31, 20182019

[ ]       Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to_______

Commission File Number:000-55609

Rocky Mountain High Brands, Inc.

(Exact name of registrant as specified in its charter)

Nevada90-0895673

(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

9101 LBJ Freeway, Suite 200, Dallas, TX 75243

(Address of principal executive offices)

(800)-260-9062

(Registrant’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer [ ] Accelerated filer

[ ] Non-accelerated filer [X] Smaller reporting company

[ ]X] Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,578,250,540105,598,650 common shares as of May 15, 2018.17, 2019.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

TABLE OF CONTENTS

PART 1- FINANCIAL STATEMENTS

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Our financial statements included in this Form 10-Q are as follows:

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 20182019 are not necessarily indicative of the results that can be expected for the full year.

Rocky Mountain High Brands, Inc.

Consolidated Balance Sheets

(Unaudited)

The Accompanying Notes are an Integral Part of the Consolidated Financial Statements

Rocky Mountain High Brands, Inc.

Consolidated Statements of Operations

(Unaudited)

The Accompanying Notes are an Integral Part of the Consolidated Financial Statements.

Statements

Rocky Mountain High Brands, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

The Accompanying Notes are an Integral Part of the Consolidated Financial Statements.

Statements

Rocky Mountain High Brands, Inc.

 Consolidated Statements of Shareholders' Deficit for the Three Months Ended March 31, 2019

 Rocky Mountain High Brands, Inc.

 Consolidated Statements of Shareholders' Deficit for the Three Months Ended March 31, 2018

 The Accompanying Notes are an Integral Part of the Consolidated Financial Statements

 Rocky Mountain High Brands, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

. 

NOTE 1 – General

Rocky Mountain High Brands, Inc. (“RMHB” or the “Company”) was incorporated under the laws of the State of Nevada. On July 17, 2014, the Company changed its name from Republic of Texas Brands Incorporated to Totally Hemp Crazy, Inc and on October 23, 2015, the Company changed its name to Rocky Mountain High Brands, Inc.

RMHB currently operates through its parent company, fourthree wholly-owned subsidiaries and one minority-owned subsidiary, which the Company controls. All subsidiaries are consolidated for financial reporting purposes.

RMHB is a consumer goods company that specializes in developing, manufacturing, marketing, and distributing high-quality, health conscious, cannabidiol (“CBD”) and hemp- infused products that span various categories including beverage, food, fitness, skin care and more. RMHB also markets a naturally high alkaline spring water and a water-based whey protein and energy drink as part of our brand portfolio.

In March 2018, the Company launched the HEMPd brand with tinctures, gummies, water soluble drops, capsules, lotions, salves, and E-juice liquidsliquids. In October 2018, the Company introduced CBD-infused waters in four flavors and cartridges. The Company plans to introduce CBD-infused waters and additional HEMPd product offerings duringin the remainder of 2018.future. HEMPd products are marketed through the Company’s Rocky Mountain Hemp Company subsidiary. Customer shipmentsIn November 2018, the Company discontinued sales of HEMPd products began in late March 2018.its vape-related products.

On July 25, 2018 the Company acquired the assets of BFIT Brands, LLC (“BFIT”), an Arizona limited liability company. These assets include the cash, accounts receivable, inventory, FitWhey trademark, recipes and formulas of BFIT’s FitWhey branded water-based protein drinks containing caffeine and a vitamin-B pack.

The Company continues to market its lineup of four naturally flavored hemp-infused functional beverages (Citrus Energy, Black Tea,beverage, Mango Energy and Lemonade) and a low-calorie Coconut Lime Energy drink, as well as hemp-infused 2oz. Mango Energy Shots and Mixed Berry Energy Shots.Energy. RMHB also bottles and distributes its naturally high alkaline spring water under the name Eagle Spirit Spring Water.

NOTE 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 20182019 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 20182019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s form 10-KT10-K for the transition periodyear ended December 31, 20172018 filed with the SEC on April 2, 2018.15, 2019.

Principles of Consolidation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements include the accounts of the Company, its wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

Cash

The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

Revenue Recognition

In May 2014The Company follows the FASB issuedguidance of the Accounting Standards Update (ASU) No. 2014-09, RevenueCodification (“ASC”) Topic 606, “Revenue from Contracts with Customers, (Topic 606), which supersedes all existing” as amended. It records revenue recognition requirements, including most industry specific guidance. This new standard requires a companywhen persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to recognize revenues when it transfers goodsthe customer is fixed or services to customers in an amount that reflectsdeterminable and collectability of the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.revenue is reasonably assured. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards).has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. Payments received prior to shipment of goods are recorded as deferred revenue.

The new revenue standards became effectivefollowing table represents sales by sales channel for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoptioneach of the new revenue standards asperiods:

		Three Months Ended
		March 31, 2019				March 31, 2018
Online		$	60,960			$	26,982
Distributor			1,421				18,836
Retailer			14,048				5,091
Total		$	76,429			$	50,909

All sales for all periods presented were to domestic customers.

Due to the nature of January 1, 2018 did not change the Company’s revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. Asfrom contracts with customers, the Company diddoes not identify any accounting changeshave material contract assets or liabilities that impactedfall under the amountscope of reportedASC 606.

The Company’s revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption.

Underaccounted for under ASC 606, generally, do not require significant estimates or judgments based on the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

Revenues from product sales are recognized when the customer obtains controlnature of the Company’s product, which occursrevenue streams. The sales prices are generally fixed at athe point of sale and all consideration from contracts is included in time, typically upon delivery to the customer.transaction price. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one yearCompany’s contracts do not include multiple performance obligations or less or the amount is immaterial.material variable consideration.

Accounts Receivable and Allowance for Doubtful Accounts Receivable

The Company has a policy of reserving for uncollectible accounts based on the best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable and perform ongoing credit evaluations of customers and maintain an allowance for potential bad debts if required.

It is determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases,weuse assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary.

Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate the collectability of receivables.

Inventories

Inventories, which consist only of the Company’s finished products held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to dispose of the product.

If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations.

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our shortshort- and long termlong-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

The derivative liability, which relates to the conversion feature of convertible debt and common stock warrants and options, is classified as a Level 3 liability, and is the only financial liability measure at fair value on a recurring basis.

The change in the Level 3 financial instrument is as follows:

Balance, December 31, 2018		$	376,172
Issued during the three months ended March 31, 2019		$	21,192
Exercises/Conversions		$	—
Change in fair value recognized in operations		$	(195,457)
Balance, March 31, 2019		$	201,907

The estimated fair value of the derivative instruments werewas valued using the Black-Scholes option pricing model, using the following assumptions as of March 31, 2018:2019:

Estimated Dividends			None
Expected Volatility			162.6%66.7%
Risk Free Interest Rate			1.723%2.396%
Expected term			.1 to 4.53.75 years

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

Leases

The Company accounts for leases in accordance with Financial Accounting Standards Board (“FASB”) Topic 840Leases. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02,Leases (Topic 842), which requires lessees to recognize on the balance sheet a right-of-use asset, representing their right to use the underlying asset for the lease term, and a lease liability for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 was effective for calendar year-end public companies on January 1, 2019. The Company’s status as an emerging growth company allows it to defer the adoption of this standard by one year and the Company has elected to do so. The Company plans to adopt this new standard on January 1, 2020. The Company is currently evaluating the impact that ASU 2016-02 will have on its consolidated financial statements.

Capitalized Software

Direct costs related to software development, including coding, website application development, infrastructure development and graphics development, are capitalized and included in other assets. Amortization is provided for on a straight-line basis over the useful life of the software. Costs related to planning, content development, and operating and maintaining software are expensed as incurred.

Impairment of Long-Lived Assets

The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. No impairment charges were recorded during the three months ended March 31, 20182019 and 2017.2018.

Share-based Payments

Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented.

The Company issued restricted stock to consultants and employees for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

Preferred Stock

We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity. Our preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within our control. Accordingly, unless otherwise noted, all issuances of preferred stock are presented as a component of consolidated shareholders’ deficit.

Advertising

Advertising and marketing expenses are charged to operations as incurred.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions.

NOTE 3 – Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a shareholders’ deficit of $985,464$773,426 and an accumulated deficit of $33,994,478$36,281,611 as of March 31, 20182019 and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue raising capital.

On October 12, 2017,June 27, 2018, the Company entered into an Equity Financinga Securities Purchase Agreement (“EFA”SPA”) with GHS Investments, LLC (“GHS”), which provides for GHS to purchase up to $12,000,000$15,000,000 of the Company’s common stock over a 24-month period based on a contractually agreed upon market discount. In FebruaryThe SPA replaces the Equity Financing Agreement the Company entered into with GHS on October 12, 2017. On August 8, 2018, the Company began salesfiled a registration statement with the Securities and Exchange Commission (“SEC”) to register up to 16,000,000 shares of our common stock to be purchased by GHS under the EFA.SPA. The registration statement became effective on October 10, 2018 and the Company sold all the available shares under the SPA. On May 15, 2019, the Company filed a registration statement for 30,000,000 shares to be purchased by GHS. Management believes the EFASPA, along with bridge financing from GHS, will provide sufficient cash flows until cash flows from operations become consistently positive.

NOTE 4 – Inventory

As of March 31, 2018 and December 31, 2017, inventory consistedInventory consists of the following:

NOTE 5 – Prepaid Expenses and Other Current Assets

As of March 31, 2018 and December 31, 2017, prepaidPrepaid expenses and other current assets were as follows:consist of the following:

NOTE 6 – Property and Equipment

As of March 31, 2018 and December 31, 2017, propertyProperty and equipment were as follows:consist of the following:

For the three months ended March 31, 20182019 and 2017,2018, depreciation expense was $4,161 and $4,681, respectively.

NOTE 7 – Acquisition

FitWhey Brands Inc. (acquisition of the assets of BFIT Brands, LLC)

On July 25, 2018, the Company purchased the assets of BFIT Brands, LLC, an Arizona-based company. The acquired assets include the cash, accounts receivable, inventory, FitWhey trademark, recipes and $7,257, respectively.formulas of BFIT’s FitWhey branded water-based protein drinks containing caffeine and a vitamin-B pack. The Company paid $230,438 including common stock issued to the owners of BFIT of $75,000, forgiveness of a note receivable of $80,000 plus accrued interest of $438, and $75,000 to be paid to the owners of BFIT over time based on 5% of net sales of FitWhey products. No liabilities were assumed by the Company in the transaction.

The purchase price of the assets of BFIT Brands, LLC assets was preliminarily allocated as follows:

The Company is obtaining an outside valuation of these assets.

The following represents the unaudited pro forma statement of operations of the Company for the three months ended March 31, 2018 had FitWhey been acquired on January 1, 2018:

NOTE 78 – Accounts Payable and Accrued Liabilities

As of March 31, 2018 and December 31, 2017, accountsAccounts payable and accrued liabilities consistedconsist of the following:

NOTE 89 – Convertible Notes Payable

As of March 31, 2018 and December 31, 2017, the Company’s convertibleConvertible notes payable were as follows:consist of the following:

For the three months ended March 31, 20182019 and 2017,2018, interest expense on these notes, including amortization of the discount, was $375,545$293,189 and $36,744,$375,546, respectively.

The Company has determined that the conversion feature embedded in certain

All tangible and intangible assets of the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recordedCompany are pledged as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The Company recorded no interest expense for the three months ended March 31, 2018 and 2017, respectively, relating to the excess of derivative value over the face amount of convertible notes payable.

The Company recorded $2,432,909 and $0 of interest expense for the three months ended March 31, 2018 and 2017, respectively, at the inception of certain convertible notes payable relating to the excess of the beneficial conversion feature over the face amount of the related convertible notes payable.security.

NOTE 10 – Notes Payable

NOTE 9 – Notes Payablepayable consist of the following:

		Interest Rate		Term				March 31, 2019				December 31, 2018
Notes payable		0 %			.6 years			$	34,346			$	37,493

As of March 31, 2019 and December 31, 2018, and 2017,notes payable includes three notes: two non-interest bearing notes totaling $30,000 that originated prior to the Company’s notes payable were as follows:

On2014 bankruptcy proceedings and a three-year note executed on September 1, 2016 relating to the Company purchasedpurchase of used office furniture and equipment from itsour landlord. The Company executed athe note payable in the amount of $40,122 at an interest rate of 0% and with monthly payments of $1,114.$1,115. The Company imputed interest on the note and recorded a discounted note balance of $36,634 on September 1, 2016. The term of the note is three years.

On November 30, 2017 the Company amended two notes payable to GHS in the aggregate principal amount of $500,000. The notes, which were originally made on October 12 and November 2, 2017 and included conversion prices at a 20% discount off market price, as defined in the agreements. The amendments removed the conversion features in the notes. Upon amendment, the Company recorded a loss on extinguishment of these notes of $15,256. As of December 31, 2017 the notes, which were previously included in Convertible Notes Payable are included in Notes Payable. On January 9, 2018 the notes were again amended to reinstate the conversion feature. These notes are included in Convertible Notes Payable as of March 31, 2018.$36,634.

For the three months ended March 31,2019 and 2018, and 2017, interest expense on these notesthe furniture and equipment note was $631$197 and $629,$631, respectively.

NOTE 1011 – Related Party Convertible Notes PayableDeferred Revenue

AsIn December 2017, the Company executed a three-year Master Manufacturing Agreement with CBD Alimentos SA de CV (“CBD-Alimentos”), a Mexican food and beverage distributor. Under the agreement (as amended), CBD Alimentos, through its sister company, CBD Life, will be our exclusive distributor in Mexico for all of our CBD-infused energy and functional beverages. In turn,wewill be CBD Alimentos’ exclusive supplier of such products. The beverages supplied to CBD Alimentos will be private label products made to order for CBD Alimentos, andwewill cooperate on laboratory and taste-testing of each batch of beverages at the co-packing facility. In accordance with the Agreement, RMHB opened a separate operating bank account for all deposits made by CBD Alimentos towards the purchase of ingredients and packaging. CBD Alimentos is required to maintain a positive cash balance in the account at all times. The Company has full unilateral authority to disburse funds from the bank account to vendors, suppliers, co-packers and the Company solely for the purposes of production and the Company’s margin on the sale. CBD Alimentos’ initial purchase order, including a deposit of $466,300 was received in December 2018. The $466,300 is accounted for as Deferred Revenue as of March 31, 20182019 and 2017, the Company’s related party convertible notes payable were as follows:

The Company has determined that the conversion feature embedded in certain of the notes referred to above that contain a potential variable conversion amount constitutes a derivative which hasfinished product had not yet been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The Company recorded no interest expense for the three months ended March 31, 2018 and 2017, respectively, at the inception of the notes relating to the excess of derivative value over the face of the notes.completed.

NOTE 1112 – Shareholders’ Deficit

Common Stock

As of March 31, 20182019, the Company has 4,000,000,000200,000,000 shares of common stock authorized.authorized and 104,169,609 shares issued and outstanding.

During the three months ended March 31, 20182019 the Company issued 349,573,4889,588,740 shares of common stock, including 168,805,2441,750,000 shares for convertible notes payable conversions, of $498,784, 135,149,0147,813,337 shares for cash, of $1,293,600, 29,096,402and 25,403 shares for option exercises and 16,522,828 shares for services rendered with a value of $202,833.compensation.

Preferred Stock

The Company has 20,000,000 shares of preferred stock authorized as of March 31, 2018,2019, of which 12,789,474 are specifically designated to a series of preferred stock and 7,210,526 remain undesignated.

Series A Preferred Stock

The Company hadhas 1,000,000 shares of Series A Preferred Stock designated, andof which none were outstanding as of March 31, 20182019 and December 31, 2017.2018. LSW Holdings LLC (“LSW”) iswas the holder of these shares. Lily Li, who was the Company’s Executive Vice President until April 5, 2018, is the Managing Member of LSW and, in that capacity, hashad the authority to direct voting and investment decisions with regard to its holdings in the company.Company. On October 26, 2018 these shares were ruled voidab initioby a District Court in Dallas County, Texas. The Company cancelled these shares effective that date.

Series B Preferred Stock

The Company has 7,000,000 shares of Series B Preferred Stock designated, of which none were outstanding as of March 31, 20182019 and December 31, 2017.2018.

Series C Preferred Stock

The Company has 2,000,000 shares of Series C Preferred Stock designated, of which none were outstanding as of March 31, 20182019 and December 31, 2017.2018. Series C Preferred Stock is 12% interest bearing, cumulative, exchangeable, non-voting, convertible preferred stock of the Company. Each Series C Preferred share is convertible to 502.5 shares of common stock.

Series D Preferred Stock

The Company has 2,000,000 shares of Series D Preferred Stock designated, of which none were outstanding as of March 31, 20182019 and December 31, 2017.2018. Series D Preferred Stock is a non-voting, non-interest bearing convertible preferred stock. Each Series D preferred share is convertible to 1005 shares of common stock.

Series E Preferred Stock

On September 19, 2017, the Board of Directors approved a new Series E Preferred Stock. Holders of Series E Preferred Stock are entitled to cast 2,000100 votes per share of Series E Preferred Stock on any proposal to increase our authorized capital stock, with no other voting rights. Series E Preferred Stock is convertible to common stock on a 1:20:1 basis. On the same day, the Board granted our Chairman 789,474 shares of Series E Preferred stock as payment for his deferred compensation. On October 31, 2017, Mr. Welch converted his 789,474 shares of Series E Preferred Stock to 789,47439,474 shares of common stock. As of March 31, 20182019 and December 31, 20172018 there were no shares outstanding.

Warrants

During the three months ended March 31, 20182019 the Company granted no common stock warrants, none were exercised, and none were cancelled.

Options

During the three months ended March 31, 20182019 the Company granted noto a new employee 500,000 options to purchase common stock 23,607,193with a term of three years and an exercise price of $.06. None of the options were vested as of March 31, 2019. No options were exercised and none were cancelled.cancelled during the three months ended March 31, 2019.

NOTE 12–13– Concentrations

During the three months ended March 31, 2019 the Company’s two largest customers accounted for approximately 17% and 2% of sales, respectively. During the three months ended March 31, 2018, the Company’s two largest customers accounted for approximately 28% and 12% of sales, respectively. During the three months ended March 31, 2017, the Company’s two largest customers accounted for approximately 25% and 14% of sales, respectively.

NOTE 1314 – Income Taxes

The reconciliation of income tax benefit at the U.S. statutory rate (21% for the three months ended March 31, 2018 and 34% for the three months ended March 31, 2017)of 21% to the Company’s effective rate for the periods presented is as follows:

The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of March 31, 20182019 and December 31, 2017 are as follows:

			March 31, 2018				December 31, 2017
Deferred Tax Assets
Net Operating Losses		$	3,360,000			$	3,360,000
Less:  Valuation Allowance		$	(3,360,000)			$	(3,360,000)
Deferred Tax Assets – Net			—				—

2018 are:

As of March 31, 2018 the Company had approximately $17,000,000$20,000,000 of federal and state net operating loss carryovers (“NOLs”), which begin to expire in 2028. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing but have kept the full valuation allowance. As a result the Company has recorded no income tax expense during the three months ended March 31, 2018.2019.

The Company’s deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. corporate income tax rate from 34% to 21%, resulting in a deferred tax expense of approximately $2,000,000 in 2017 that is still fully valued against as of March 31, 2018.2019. This expense is attributable to the Company being in a net deferred tax asset position at the time of remeasurement. TheAs the company maintains a fullfully valuation allowance, this amount can be seen on the rate reconciliation as an adjustment to deferred tax asset and corresponding valuation allowance.

On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The deferred tax expense recorded in connection with the remeasurement of deferred tax assets is a provisional amount and a reasonable estimate at December 31, 2017 based upon the best information currently available. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Act. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. The accounting is expected to be complete when the 2017 U.S. corporate income tax return is filed in 2018.

NOTE 1415 – Commitments

Office Leases

The Company has a three-year lease for corporate office space. The lease commenced on September 1, 2016 with monthly payments of $7,715 in year one, $7,972 in year two and $8,229 in year three. The lease is being accounted for on a straight-line basis over its term.

On January 18, 2018, the RMHC entered into a 12-month office use agreement for office space in Denver, Colorado. Monthly payments are $91. The lease was renewed for another 12 months in January 2019. Monthly payments remained $91.

Other Leases

The Company rents storage space from various third parties on a month-to-month basis.

NOTE 1516 – Legal Proceedings

Please refer to our Transition Report on Form 10-KT filed April 2, 2018 for information regarding our pending legal proceedings. The following represents an update to the items disclosed in that filing:

Rocky Mountain High Brands, Inc. v Lyonpride Music, LLC, United States District Court Northern District of Texas, 3:18-cv-00045-C, now Lyonpride Music LLC v Rocky Mountain High Brands, Inc., Before the American Arbitration Association, 01-18-0003-1428.

The Company filed a suit against Lyonpride Music, LLC (“Lyonpride”) for fraud and for declaratory relief with respect to a contract between the parties. TheLyonpride is seeking monetary damages from the Company for breach of contract and the Company is seeking monetary damages against Lyonpride. The case has been referred to binding arbitration.arbitration as referenced above. The parties are conducting discovery.

Los Angeles Superior Court, BC669367, filed July 24, 2017. Statewide Beverage Company, Inc. v. Rocky Mountain High Brands, Inc.

Statewide Beverage Company, Inc. filed a breach of contract claim, and the Company has filed counterclaims for breach of contract, common law fraud and declaratory relief. The case is currently in the discovery phase.

Dallas County Texas, Case Number DC-17-15441 filed November 8, 2017. Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. Plaintiff, vs. Jerry Grisaffi, Joe Radcliffe, LSW Holdings, LLC, Lily Li, Epic Group One, LLC, Kenneth Radcliffe, Dennis Radcliffe, Phil Uhrik, Michael Radcliffe, Frank Izzo, Morgan Albright, John Garrison, BB Winks, LLC, Crackerjack Classic, LLC, and Universal Consulting, LLC.

The Company is seekingsought the return of our Series A Preferred Stock (“Series A”) issued to Jerry Grisaffi (“Grisaffi”), RMHB’s former Chairman of the Board, and common stock issued to certain other defendants or later obtained by certain other defendants for little or no consideration paid to the Company. The Company allegesalleged, among other things, that RMHB’s former Chairman of the BoardGrisaffi breached his fiduciary duty to the Company by issuing these Series A shares to himself and common stock to himself and others. RMHB is also seekingsought to void the Indemnification and Release Agreement (“Indemnification”) between the partiesCompany and Grisaffi that was executed in June 2017.

Grisaffi filed a counterclaim against the Company seeking payment for two promissory notes allegedly owed to him, as well as relief under the Indemnification. Those notes have been accounted for in the Company’s consolidated financial statements. Those counterclaim matters had been proactively addressed in the Company’s original suit, seeking to void the Indemnification and the two notes based on, among other things, fraud of Grisaffi. Grisaffi had also filed a derivative suit within the main lawsuit. The Company filed a motion to dismiss the derivative suit and on August 3, 2018 the Trial Court entered an Order Dismissing Derivative Claims, dismissing the derivative suit with prejudice. That Order is final.

In June 2018 LSW Holdings, LLC (“LSW”) and Lily Li (“Li”) filed counterclaims against the Company, generally seeking an increase of voting rights of the Series A shares to 60:1, a declaration that the Series A shares were validly issued to Grisaffi, challenging the authorized share increase of the Company, claiming securities fraud by the Company with respect to the Series A Shares purchased from Grisaffi and other common stock allegedly purchased by LSW and Li, as well as fraud, breach of contract and negligent misrepresentation by the Company. LSW seeks $10,000,000 in damages from the Company, for the $3,500,000 which was paid to Grisaffi for the Series A shares and for which LSW claims to be the responsibility of the Company to cover, and the remaining $6,500,000 for money allegedly spent by LSW in “developing a distribution system in China” and other alleged “investments” of Li and LSW in the Company. LSW and Li also sought exemplary damages.

On August 30, 2018, the Trial Court entered a final judgment and order in the Company’s favor and against Grisaffi. On August 29, 2018, after a show cause hearing, the Trial Court entered an order sanctioning Grisaffi for his repeated and unexcused refusals to make discovery in the case. As a sanction, the Trial Court struck Grisaffi’s pleadings in the case and, on August 30, 2018, entered a Default Judgment against him. Under the Trial Court’s Default Judgment:

Furthermore, the Court ruled that our continuing claims against the other defendants in the case were to be severeissued to Epic One Group, LLC were made without lawful consideration, and constituted breaches of fiduciary duty by Grisaffi.d and docketed under a separate cause of action and case number. We have continued to pursue our claims against the other defendants in the below referenced case.

The judgment and order entered August 30, 2018 concludes our litigation in district court as against Grisaffi. On September 4, 2018, Mr. Grisaffi filed a Notice of Appeal in the case against him.

In The Court Of Appeals For The Fifth District Of Texas Dallas, Texas, Jerry Grisaffi, Appellant v. Rocky Mountain High Brands, Inc, f/k/a Republic of Texas Brands, Inc., Appellee, No. 05-18-01020-CV.

Grisaffi has filed an appeal of the Default Judgment, and submitted his brief on or about February 28, 2019. The Company is awaitingpreparing its brief which is currently due April 1, 2019. Grisaffi did not appeal the Order Dismissing Derivative Claims. Grisaffi only seeks in his appeal to reverse in part the Default Judgment by striking the paragraph awarding monetary damages, leaving the remainder of the Default Judgment intact.

Dallas County Texas, Case Number DC-18-13491. Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. Plaintiff, vs. Joe Radcliffe, LSW Holdings, LLC, Lily Li, Epic Group One, LLC, Kenneth Radcliffe, Dennis Radcliffe, Phil Uhrik, Michael Radcliffe, Frank Izzo, Morgan Albright, John Garrison, BB Winks, LLC, Crackerjack Classic, LLC, and Universal Consulting, LLC.

This is the surviving case of the above case, having been severed on September 12, 2018. In this case, on October 26, 2018 the Court granted our Motion For Summary Judgment, per a Summary Judgment Order, against LSW, holding that all Series A Preferred Shares in RMHB, including the shares issued to Grisaffi and later sold by him to LSW evidenced by Stock Certificate N0. 604 issued by RMHB, to LSW Holdings LLC in the amount of 1,000,000 shares, werevoid ab initio, and any potential rights thereunder were terminated as of July 11, 2014, when the bankruptcy court signed the Order Confirming Debtor’s Amended Plan of Reorganization. The Series A Preferred Shares have no legal force or effect. The Court also granted a take nothing judgment against LSW on counterclaim Counts 1, 2 and 3. The Company’s transfer agent has cancelled the Series A Preferred Shares. Later, on November 26, 2018, the Court entered an Order of Sanctions against Li and LSW. In the Order of Sanctions, and in response fromto Li and LSW’s repeated refusals to make proper discovery requestsin the case, the Court struck the pleadings of these parties and ruled that RMHB was entitled to take a default judgment against them.

On February 4, 2019, the Court entered its Default Judgment against Li and LSW. In the Default Judgment, the Court ruled as follows:

The amount of damages and attorneys’ fees to be awarded to RMHB and against LSW Holdings and Li will be determined in a trial currently scheduled for June 3, 2019. We are continuing to pursue our claims against the remaining defendants in the case, which will be adjudicated at trial, currently scheduled for June 3, 2019.

Rocky Mountain High Brands, Inc. v La Dolce Vita Trust and Christine Guthrie, In Her Capacity As Trustee, In The 382nd District Court of Rockwall County, Texas, Cause No. 1-18-1608.

This is a case whereby the current time. A trial dateCompany is attempting to collect on the Default Judgment obtained against Grisaffi. More specifically the Company is requesting the Court to order the La Dolce Vita Trust to turnover fraudulently transferred assets and for additional relief necessary to enforce the Company’s judgment against Grisaffi.

Chet – 5 Broadcasting, Inc. v Rocky Mountain High Brands, Inc., Supreme Court of the State of New Your, County of Ulster, Case No. 18-4416.

The Plaintiff sued the Company, seeking $21,000 in damages for breach of contract. The Company is contesting that claim in its entirety and has been setfiled a counterclaim against the Plaintiff for December 2018.an unspecified amount of damages. This case is new and the parties have not yet conducted any discovery.

NOTE 1617 – Subsequent Events

Between April 1, 20182019 and May 14, 2018,16, 2019 the Company issued 68,970,5951,425,571 shares of common stock, all of which 62,848,940 were for cash, 4,000,000 were for debt conversions, and 2,121,655 were for services rendered.cash.

On April 5, 201822, 2019 the Company terminated its Executive Vice President, Lily Li.reverse split of the Company’s stock, at a ratio of one share for every 20 shares, was effective. All common stock share and per share amounts in this document reflect this reverse split.

On May 11, 2018 Jerry Grisaffi,3, 2019, the Company’s former ChairmanCompany issued a new Convertible Promissory Note to GHS Investments, LLC (“GHS”) in the amount of $105,000. The note bears interest at an annual rate of ten percent (10%), is secured by all of our assets, and is convertible to shares of our common stock at a price of $0.05 per share. The note matures on February 3, 2020.

On May 6, 2019, the Company amended seven Convertible Promissory Notes to GHS with an aggregate principal amount of $715,098. The amendment extends the due dates of the Board, filednotes originally ranging from April to July 2019 to dates ranging from December 2019 to April 2020. The amendment also changed the fixed conversion price of each of the notes to $.05.

On May 16, 2019, the Company issued a countersuitnew Convertible Promissory Note to GHS in the Company’s lawsuit against Mr. Grisaffiamount of $157,500. The note bears interest at an annual rate of ten percent (10%), is secured by all of our assets, and others, which is described in Note 15 – Legal Proceedings. In the counter suit, Mr. Grisaffi seeks repayment, in cash orconvertible to shares of  our common stock at a price of two convertible notes payable plus accrued interest. Those are the same two notes the Company is seeking to void in its lawsuit against Mr Grisaffi. Mr. Grisaffi is also attempting to enforce his indemnification agreement with the Company, which the Company is also seeking to void in its suit.$0.05 per share. The Company has not yet responded to the countersuit.note matures on February 16, 2020.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”“may,”“will,” “would,”“willbe,”“willcontinue,”“willlikely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview

Rocky Mountain High Brands, Inc. is a Nevada corporation. RMHB currently operates through its parent company, three

wholly-owned subsidiaries and one minority-owned subsidiary, which the Company controls. All subsidiaries are consolidated for financial reporting purposes:

RMHB is a consumer goodslifestyle brand management company that specializes in developing, manufacturing, marketing, and distributing high-quality, health conscious, cannabidiol (“CBD”)markets primarily CBD and hemp-infused products thatto health-conscious consumers. Our products span various categories including beverage, food, fitness, and skin care and more.care. RMHB also markets a naturally high alkaline spring water as partand a water-based protein drink with caffeine and B vitamins. All products comply with federal regulations on hemp products and contain 0.0% tetrahydrocannabinol (THC), the psychoactive constituent of our brand portfolio.cannabis.

In March 2018, the Company launched the HEMPd brand with 16 products including tinctures, gummies, water soluble drops, capsules, tinctures, lotions, salves, and E-juice liquids and cartridges.salves. The Company plans to introduceintroduced four flavors of CBD-infused waters in 12 oz. cans in November 2018.

In July 2018, the Company acquired the assets of BFIT Brands, LLC and additional HEMPd product offerings during the remainderformed a new subsidiary, FitWhey Brands LLC. FitWhey markets a line-up of 2018. HEMPd products are marketed through the Company’s Rocky Mountain Hemp Company subsidiary. Customer shipments of HEMPd products began in late March 2018.five water-based protein drinks that include caffeine and B vitamins.

The Company continuescontinued to market its lineup of four naturally flavored hemp-infused functional beverages, (Citrus Energy, Black Tea, Mango Energy and Lemonade) and a low-calorie Coconut Lime Energy drink, as well as hemp-infused 2oz. Mango Energy Shots and Mixed Berry Energy Shots. RMHB also bottles and distributes its naturally high alkaline spring waterShots through the first half of 2018. The Company plans to introduce updated offerings of hemp seed extract-infused functional beverages in 2019 under the name Eagle Spirit Spring Water.

In September 2016, Eagle Spirit bottled its first high alkaline spring water, Eagle Spirit Spring Water and has completed several production runs since, including approximately 110,000 16.9 oz. bottles and 1,800 2.64-gallon (10-liter) “Bag in a Box.”of Rocky Mountain.

Results of Operations

Three Months Ended March 31, 20182019 Compared to Three Months Ended March 31, 20172018

Financial Summary

The Company’s sales for the three months ended March 31, 20182019 were $50,909$76,429 compared to $117,814net sales of $50,909 for the three months ended March 31, 2017.2018.

The Company’s net loss for the three months ended March 31, 20182019 was $2,332,064$1,263,260 compared to $4,469,320a net loss of $2,332,064 for the three months ended March 31, 2017.2018.

Sales

For the three months ended March 31, 20182019 sales were $50,909$76,429 compared to $117,814net sales of $50,909 for the three months ended March 31, 2017, a decrease2018, an increase of $66,905$25,520 or 57%50%. The sales decreaseincrease was driven by the sell-offincremental sales of our HEMPd product line-up, which was launched in late March 2018 and our newly-acquired FitWhey branded protein beverages, partially offset by a decrease in sales of our hemp-infused functional beverages. Sales were lower than expected due to production issues at the Company’s current hemp-infused beverage co-packer. These issues delayed the production and energy shots inventoriesdelivery of HEMPd and private label beverages into the second quarter of 2019. We also experienced a decrease in anticipation of the launchsales of our new HEMPd brand products. Selling prices per case were lower in 2018 than in 2017.natural spring water due to production-related issues with our water co-packer. In the three months ended March 31, 20182019 sales consisted of approximately 80% online sales, 2% distributor sales, and18% direct to retailer sales, compared to approximately 53% online sales, 37% distributor sales, and 10% direct to retailer sales compared to 74% distributor sales and 26% online sales for the three months ended March 31, 2017.2018.

Cost of Sales

For the three months ended March 31, 2018,2019 cost of sales was $66,990$75,730 or 132%99% of sales, compared to $56,835$66,990 or 48%132% of sales for the three months ended March 31, 2017,2018 an increase of $10,155$8,740 or 18%13%. CostFor the three months ended March 31, 2019 cost of sales increased as a result of increased sales and decreases as a percent of sales as a percentage of sales increased in 2018 as a result of improved production and freight cost controls in 2019 over the decreased selling prices of our hemp-infused beverages and shots, which in turn reduced margins.prior year.

Operating Expenses

For the three months ended March 31, 2018,2019, operating expenses were $1,150,340$1,166,030 or 2,260%1526% of sales, compared to $1,932,809$1,150,340 or 1,641%2260% of sales for the three months ended March 31, 2017.2018. Areas in which the Company experienced materialsignificant changes in operating expenses are discussed below.

General and Administrative

For the three months ended March 31, 2018,2019, general and administrative expenses were $1,080,518$956,640 or 2,123%1252% of sales, compared to

$1,248,2021,080,518 or 1,059%2122% of sales for the three months ended March 31, 2017,2018, a decrease of $167,684$123,878 or 13%11%. The decrease in general and administrative expenses in 2018 was primarily driven by decreasesin legal fees and bad debt expense,officer compensation, partially offset by an increaseincreases in corporate salaries as the Company prepared for the introduction of its HEMPd brand.legal expenses and research and development costs.

Advertising and Marketing

For the three months ended March 31, 2018,2019, advertising and marketing expenses were $69,822$209,390 or 137%274% of sales, compared to

$684,60769,822 or 581%137% of sales for the three months ended March 31, 2017, a decrease2018, an increase of $614,785$139,568 or 90%200%. The decreaseincrease in advertising and marketing expenses in 20182019 was a result of management’s decision to decrease advertisingexpenditures for our HEMPd product line-up, which was launched in late March 2018, and marketing expenditures on the Company’s hemp-infused beverages and energy shots in preparation for the launch of the new HEMPd brand. In 2017 the Company executed a large marketing contract with a third party promoter and issued stock to a distributor in exchange for promotional activity.newly-acquired FitWhey branded protein beverages.

Other (Income) Expense

Interest Expense

For the three months ended March 31, 2018,2019, interest expense was $2,817,128,$293,386, compared to $133,051$2,817,128 for the three months ended March 31, 2017, an increase2018, a decrease of $2,684,077.$2,523,742. The increasedecrease in interest expense, which includes the amortization of the discount on convertible debt, and the excess of the derivative liability resulting from the excessbeneficial conversion feature on certain convertible notes payable, and, in 2017, interest on Series C Preferred Stock, was due to increaseddecreased debt levels and activity in 2018.2019.

Loss on Extinguishment of Debt

For the three months ended March 31, 2018, the Company recorded a net loss on extinguishment of debt of $196,500 related to the settlement of convertible debt. There was no gain or loss on extinguishment of debt for the three months ended March 31, 2017.

2019.

Gain (Loss) on Change in Fair Value of Derivative Liability

For the three months ended March 31, 2018,2019, the Company recorded a gain on the change in fair value of derivative liability of

$1,847,985 $195,457 compared to a lossgain of $2,464,439$1,847,985 for the three months ended March 31, 2017.2018. In 20182019 the gain resulted from the decrease in the price of the Company’s underlying stock, which is used to calculate the fair value of the related derivative liability, from the beginning of the three-month period to the end of the period. In 2017period, and the loss resulted from the increaselack of variable rate convertible notes payable in the price of the Company’s underlying stock from the beginning of the period to the end of the period.2019.

Income Taxes

For the three months ended March 31, 20182019 and March 31, 2017,2018, the Company recorded no income tax provision due to a full valuation allowance provided on deferred tax assets resulting from net operating losses.

Liquidity and Capital Resources

As of March 31, 2018,2019, the Company had current assets of $1,199,510,$1,175,447, consisting of cash of $580,946,$277,455, accounts receivable (net) of $7,803,$9,909, inventory of $71,160,$439,066, and prepaid expenses and other current assets of $539,601.$449,017. As of March 31, 2018,2019,theCompanyhad current liabilities of $2,269,837,$2,137,658, consisting of accounts payable and accrued liabilities of $431,937, related party$631,595, convertible notes payable (net) of $179,000, convertible notes payable (net) of $749,208,$760,346, notes payable of $46,895,$34,346, accrued interest of $43,253,$43,164, deferred revenue of $466,300, and derivative liability of $819,544. During the three months ended March 31, 2018, the Company received proceeds of $1,470,000 related to the sale of 135,149,014 shares of common stock under its Equity Financing Agreement with GHS Investments, LLC.$201,907.

Cash flows from operating activities

Net cash used in operating activities during the three months ended March 31, 20182019 was $997,793$1,350,130 compared to $811,961$997,793 used during the three months ended March 31, 2017.2018. The change was principally driven by management’s greater usea buildup of stock-based payments to vendorsinventory and employeesprepaid expenses and other current assets in 2017anticipation of production runs in the second quarter of 2019 compared to 2018.

Cash flows from investing activities

Net cash used inCash flows from investing activities

There were no investing activities during the three months ended March 31, 2018 was $32,2702019 compared to $8,809$32,270 during the three months ended March 31, 2017.2018. In 2018, the Company invested $31,220 in new software development for its new HEMPd.com website and acquired $1,050 in equipment compared to $8,809 in equipment acquisitions in 2017.the HEMPd brand.

Cash flows from financing activities

Net cash provided by financing activities during the three months ended March 31, 20182019 was $1,594,026$1,013,899 compared to $666,167$1,594,026 during the three months ended March 31, 2017.2018. In 2018,2019, proceeds of $300,000$1,017,046 were from the issuance of convertible notes payable compared to $0 in 2017. In 2017 the Company also received proceeds of $110,000 from the issuance of related party convertible notes payable. There were no proceeds from the issuance of related party convertible notes payable in 2018. In 2018 the Company repaid $175,974 on convertible and related party convertible notes payable. There were no repayments in 2017. In 2018 there were proceeds of $1,470,000 from the issuance of common stock compared to $558,882$1,470,000 in 2017.2018. Also in 2019, the Company repaid $3,147 on notes payable. In 2018, the Company received proceeds of $300,000 related to the issuance of convertible notes payable, repaid $172,932 of convertible notes payable, and repaid $3,042 on notes payable.

Outstanding Material Indebtedness

Recently, the Company’s operations have been funded primarily through the private sales of common stock or the issuance of convertible promissory notes, which are convertible to common stock at a fixed prices ranging from $0.01 to $0.024,price of $0.10 or at discountsa discount to market price ranging from 20% to(as defined in the agreements) of 50%, or combinations thereof.. As of March 31, 20182019, the Company had total notes payable outstanding of $975,103$794,692 (net of discount).

On October 12, 2017 the Company executed an Equity Financing Agreement (“EFA”) with GHS Investments LLC (“GHS”). Under the agreement, GHS has committed to purchase up $12 million of the Company’s common stock over a 24-month period at a 20% discount off the market price, as defined in the agreement. The agreement contains certain restrictions on the timing of the stock purchases and required the Company to file a registration statement with the Securities and Exchange Commission (“SEC”) to register the common shares issuable under the agreement. On November 1, 2017, the Company filed a Registration Statement on Form S-1 to register 300,000,00015,000,000 common shares to be resold by GHS. On February 9, 2018 the Company received a Notice of Effectiveness from the SEC on an amended Form S-1 registering 250,000,00012,500,000 common shares. The Company began stock sales to GHS on February 13, 2018. Since February 13,2018 and has since sold all 12,500,000 shares to GHS.

On June 27, 2018, the Company has sold 197,997,954entered into a Securities Purchase Agreement (“SPA”) with GHS, which provides for GHS to purchase up to $15,000,000 of the Company’s common stock over a 24-month period based on a contractually agreed upon market discount. The SPA replaces the EFA the Company entered into with GHS on October 12, 2017. On August 8, 2018, the Company filed a registration statement with the Securities and Exchange Commission (“SEC”) to register up to 16,000,000 shares of our common stock to be purchased by GHS under this EFA.the SPA. The Company plansregistration statement became effective on October 10, 2018. Management believes the SPA, along with bridge financing from GHS, will provide sufficient cash flows until cash flows from operations become consistently positive. 

Known Trends and Uncertainties Expected to file another Form S-1 in May 2018 to register additional shares. The Company expects to fund its operational and investing needs through the EFA over the next two years.Have a Material Impact on Revenues

We expect our revenues to increase materially during the remainder of 2019andin 2020, primarily due to anticipated sales under our private label manufacturing contract with CBD Alimentos SA de CV (“CBD Alimentos”). Although the initial order from CBD Alimentos was expected during the second quarter of 2018,we received the initialorder and $466,300 deposit in December 2018. Due to production delays, we delayed the initial production run of 2,000,000 cans and now expect to produce and ship the initial order iin June 2019. Wealsoexpect revenue growth from our HEMPd branded CBD-infused flavored waters and other HEMPd branded products. Revenue from the new FitWhey and HEMPd products is inherently difficult to project and will depend on the level of market acceptance and market penetration that can be achieved for these new products.

Future Liquidity Requirements

DuringThe Company’s anticipated operational shortfall for the next twelve months we expect our operational cash shortfallis $1,000,000 to be approximately $850,000$1,500,000. We plan to $1,500,000, depending onutilize the timing, development, advertising, and marketing needs relatedSPA executed with GHS in June 2018, as well as bridge financing, to our future product rollouts. Our cash needs will be higher inraise the second quarter of 2018, we expect our outside cash needs to lessen with a net operational positive cash flow in the fourth quarter of 2018. We expect our operational cash needs will be met by our current funding arrangements with GHS.required capital.

Off Balance Sheet Arrangements

As of March 31, 2018,2019, there are no off-balance sheet arrangements.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a shareholders’ deficit of $985,464$773,426 and an accumulated deficit of $33,994,478$36,281,611 as of March 31, 20182019 and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue raising capital.

On October 12, 2017,June 27, 2018, the Company entered into an Equity Financinga Securities Purchase Agreement (“EFA”SPA”) with GHS Investments, LLC (“GHS”), which provides for GHS to purchase up to $12,000,000$15,000,000 of the Company’s common stock over a 24-month period based on a contractually agreed upon market discount. In FebruaryThe SPA replaces the Equity Financing Agreement the Company entered into with GHS on October 12, 2017. On August 8, 2018, the Company began salesfiled a registration statement with the Securities and Exchange Commission (“SEC”) to register up to 16,000,000 shares of our common stock to be purchased by GHS under the EFA.SPA. The registration statement became effective on October 10, 2018 and the Company sold all the available shares under the SPA. On May __, 2019, the Company filed a registration statement for 30,000,000 shares to be purchased by GHS. Management believes the EFASPA, along with bridge financing from GHS, will provide sufficient cash flows until cash flows from operations become consistently positive.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2018.2019. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Michael Welch, and our Chief Financial Officer, Jens Mielke. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 20182019 our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the three months ended March 31, 2018.2019.

Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Please refer to our TransitionAnnual Report on Form 10-KT10-K filed April 2, 201815, 2019 for information regarding our pending legal proceedings. The following represents an updateThere are no updates to the itemsinformation disclosed in that filing:filing.

Rocky Mountain High Brands, Inc. v Lyonpride Music, LLC, United States District Court Northern District of Texas, 3:18-cv-00045-C

The Company filed suit against Lyonpride Music, LLC (“Lyonpride”) for fraud and for declaratory relief with respect to a contract between the parties. The Company is seeking monetary damages against Lyonpride. The case has been referred to binding arbitration.

Los Angeles Superior Court, BC669367, filed July 24, 2017. Statewide Beverage Company, Inc. v. Rocky Mountain High Brands, Inc.

Statewide Beverage Company, Inc. filed a breach of contract claim, and the Company has filed counterclaims for breach of contract, common law fraud and declaratory relief. The case is currently in the discovery phase.

Dallas County Texas, Case Number DC-17-15441 filed November 8, 2017. Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. Plaintiff, vs. Jerry Grisaffi, Joe Radcliffe, LSW Holdings, LLC, Lily Li, Epic Group One, LLC, Kenneth Radcliffe, Dennis Radcliffe, Phil Uhrik, Michael Radcliffe, Frank Izzo, Morgan Albright, John Garrison, BB Winks, LLC, Crackerjack Classic, LLC, and Universal Consulting, LLC.

The Company is seeking the return of Series A Preferred Stock and common stock issued to certain defendants or later obtained by certain other defendants for little or no consideration paid to the Company. The Company alleges among other things that RMHB’s former Chairman of the Board breached his fiduciary duty to the Company by issuing these shares to himself and others. RMHB is also seeking to void the Indemnification and Release Agreement between the parties that was executed in June 2017. The Company is awaiting response from discovery requests at the current time. A trial date has been set for December 2018.

Item 1A. Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following equity securities were issued between March 30, 2018January 1, 2019 and May 15, 2018:14, 2019: