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 ended September 30, 2019
		For the quarterly period ended March 31, 2020
[ ]		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)

Nevada	90-0895673
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

~~9101~~1000 ~~LBJ~~Shiloh ~~Freeway~~Rd., Suite 200, ~~Dallas~~Plano, TX ~~75243~~75074

(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)

Securities registered pursuant to Section 12(b) of the Act: None.

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: ~~133~~289,~~811~~733,~~183~~237 common shares as of ~~November~~September 189, ~~2019~~2020.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes [X] No [ ]

Table of Contents

	TABLE OF CONTENTS PART 1- FINANCIAL STATEMENTS
		Page
Item 1:	Consolidated Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4:	Controls and Procedures	10
	PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	11
Item 1A:	Risk Factors	11
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3:	Defaults Upon Senior Securities	11
Item 4:	Mine Safety Disclosures	11
Item 5:	Other Information	11
Item 6:	Exhibits	11

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

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

F-1	Consolidated Balance Sheets as of ~~September~~March 3031, ~~2019~~2020 and December 31, ~~2018~~2019 (unaudited);
F-2	Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019 (unaudited);
F-3	Consolidated Statements of Cash Flows for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019 (unaudited);
F-4	Consolidated Statements of Shareholders’ Deficit for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019 (unaudited);
F-5	Notes to Consolidated Financial Statements (unaudited).

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 ~~September~~March 3031, ~~2019~~2020 are not necessarily indicative of the results that can be expected for the full year.

Table of Contents

Rocky Mountain High Brands, Inc.

Consolidated Balance Sheets

	September 30, 2019			December 31, 2018
	March 31, 2020			December 31, 2019
		(Unaudited)
CURRENT ASSETS
Cash	$	6895,~~811~~805		$	~~613~~53,~~686~~606
Accounts Receivable, net of allowance of $0 and $5,275, respectively		326,470			17,324
Restricted Cash		27,645			14,474
Inventory		278,212			146,722
Accounts Receivable, net of allowance of $0 and $0, respectively		6,738			18,162
Prepaid Expenses and Other Current Assets		398,441			388,074
Inventory		221,733			238,035
TOTAL CURRENT ASSETS		1,071,934			1,165,806
Prepaid Expenses and Other Current Assets		138,918			174,726
Property and Equipment, net		22,705			34,280
TOTAL CURRENT ASSETS		490,839			499,003
Intangible Assets		15,610			148,647
Property and Equipment, net		14,613			19,342
Other Assets		20,503			26,245
Intangible Assets		10,407			13,008
TOTAL ASSETS	$	1,130,752		$	1,374,978
Other Assets		24,651			14,606
TOTAL ASSETS	$	540,510		$	545,959
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities	$	~~693~~1,~~022~~275,362		$	~~505~~1,~~214~~143,217
Convertible Notes Payable, net of debt discount		651,775			666,596
Related Party Payables		—			30,406
Notes Payable		30,000			37,493
Convertible Notes Payable, net of debt discount		1,015,967			1,008,950
Accrued Interest		65,405			25,758
Notes Payable		30,000			30,000
Deferred Revenue		466,300			466,300
Accrued Interest		90,551			96,134
Derivative Liability		263,530			376,172
Deferred Revenue		462,791			445,925
TOTAL CURRENT LIABILITIES		2,170,032			2,077,533
Derivative Liability		733,963			413,678
TOTAL CURRENT LIABILITIES		3,608,634			3,168,310
SHAREHOLDERS' DEFICIT
Preferred Stock - Series A - Par Value of $.001; 1,000,000 shares designated; No shares issued and outstanding as of September 30, 2019 and December 31, 2018		—			—
Preferred Stock - Series A - Par Value of $.001; 1,000,000 shares designated; No shares issued and outstanding as of March 31, 2020 and December 31, 2019		—			—
Preferred Stock - Series B - Par Value of $.001; 7,000,000 shares designated; No shares issued and outstanding as of September 30, 2019 and December 31, 2018		—			—
Preferred Stock - Series B - Par Value of $.001; 7,000,000 shares designated; No shares issued and outstanding as of March 31, 2020 and December 31, 2019		—			—
Preferred Stock - Series C - Par Value of $.001; 2,000,000 shares designated; No shares issued and outstanding as of September 30, 2019 and December 31, 2018		—			—
Preferred Stock - Series C - Par Value of $.001; 2,000,000 shares designated; No shares issued and outstanding as of March 31, 2020 and December 31, 2019		—			—
Preferred Stock - Series D - Par Value of $.001; 2,000,000 shares designated; No shares issued and outstanding as of September 30, 2019 and December 31, 2018		—			—
Preferred Stock - Series D - Par Value of $.001; 2,000,000 shares designated; No shares issued and outstanding as of March 31, 2020 and December 31, 2019		—			—
Preferred Stock - Series E - Par Value of $.001; 789,474 shares designated; No shares issued and outstanding as of September 30, 2019 and December 31, 2018		—			—
Preferred Stock - Series E - Par Value of $.001; 789,474 shares designated; No shares issued and outstanding as of March 31, 2020 and December 31, 2019		—			—
Common Stock - Par Value of $.001; 200,000,000 shares authorized; 126,162,146 shares issued and outstanding as of September 30, 2019; 94,580,869 shares issued and outstanding as of December 31, 2018		126,162			94,581
Preferred Stock - Series F - Par Value of $.001; 1,680 shares designated; 330 shares issued and outstanding as of March 31, 2020 and 130 shares issued and outstanding as of December 31, 2019		—			—
Additional Paid-In Capital		36,703,086			34,221,215
Preferred Stock - Series G - Par Value of $.001; 10,000 shares designated; no shares issued and outstanding as of March 31, 2020 and 10,000 shares issued and outstanding as of December 31, 2019		—			10
Accumulated Deficit		(37,867,494	)		(35,018,351)
Preferred Stock - Series H - Par Value of $.001; 5,000 shares designated; 11 shares issued and outstanding as of March 31, 2020 and no shares issued and outstanding as of December 31, 2019		—			—
Total Rocky Mountain High Brands Shareholders' Deficit		(1,038,246	)		(702,555)
Common Stock - Par Value of $.001; 1,000,000,000 shares authorized; 156,549,700 shares issued and outstanding as of March 31, 2020; 137,914,630 shares issued and outstanding as of December 31, 2019		156,550			137,915
Noncontrolling Interests		(1,034	)		—
Additional Paid-In Capital		38,043,720			37,528,496
TOTAL SHAREHOLDERS' DEFICIT		(1,039,280	)		(702,555)
Accumulated Deficit		(41,264,767	)		(40,285,145)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	1,130,752		$	1,374,978
Total Rocky Mountain High Brands Shareholders' Deficit		(3,064,497	)		(2,618,724)
Noncontrolling Interests		(3,627	)		(3,627)
TOTAL SHAREHOLDERS' DEFICIT		(3,068,124	)		(2,622,351)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	540,510		$	545,959

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

F-1

Table of Contents

Rocky Mountain High Brands, Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
	March 31, 2020			March 31, 2019
Sales	$	~~353~~113,~~863~~443		$	~~117~~76,~~117~~429		$	~~466,864~~		$	~~240,701~~
Cost of Sales		~~352~~217,~~517~~080			~~110~~75,~~940~~730			~~467,101~~			~~275,730~~
Inventory Obsolescence		107,594			13,721			107,594			25,145
Gross Profit (Loss)		(103,637	)		699
Gross Loss		(106,248	)		(7,544	)		(107,831	)		(60,174)
Operating Expenses
Operating Expenses
General and Administrative		584,069			956,640
General and Administrative		617,378			823,173			2,270,864			2,813,479
Advertising and Marketing		44,662			209,390
Advertising and Marketing		101,225			340,666			469,600			621,783
Total Operating Expenses		628,731			1,166,030
Impairment Expense		118,066			—			118,066			—
Loss from Operations		(732,368	)		(1,165,331)
Total Operating Expenses		836,669			1,163,839			2,858,530			3,435,262
Other (Income)/Expenses:
Loss from Operations		(942,917	)		(1,171,383	)		(2,966,361	)		(3,495,436)
Interest Expense		151,555			293,386
Other (Income)/Expenses:
Loss on Extinguishment of Debt		74,164			—
Interest Expense		296,692			580,904			929,446			3,763,602
(Gain) Loss on Change in Fair Value of Derivative Liability		21,535			(195,457)
(Gain) Loss on Extinguishment of Debt		—			—			(689,991	)		191,138
Total Other (Income) Expenses		247,254			97,929
Gain on Lawsuit Judgment and Legal Settlement		—			(688,724	)		(230,840	)		(688,724)
Loss Before Income Tax Provision		(979,622	)		(1,263,260)
Gain on Change in Fair Value of Derivative Liability		(319,367	)		(71,591	)		(124,304	)		(2,059,621)
Income Tax Provision		—			—
Total Other (Income) Expenses		(22,675	)		(179,411	)		(115,689	)		1,206,395
Net Loss	$	(979,622	)	$	(1,263,260)
Loss Before Income Tax Provision		(920,242	)		(991,972	)		(2,850,672	)		(4,701,831)
Net Loss Attributable to Noncontrolling Interests		—			—
Income Tax Provision		—			—			—			—
Net Loss Attributable to Rocky Mountain High Brands	$	(979,622	)	$	(1,263,260)
Net Loss	$	(920,242	)	$	(991,972	)	$	(2,850,672	)	$	(4,701,831)
Net Loss per Common Share - Basic and Diluted	$	(0.01	)	$	(0.01)
Net Loss Attributable to Noncontrolling Interests		(1,529	)		—			(1,529	)		—
Weighted Average Shares Outstanding		142,722,300			99,757,126
Net Loss Attributable to Rocky Mountain High Brands	$	(918,713	)	$	(991,972	)	$	(2,849,143	)	$	(4,701,831)
Net Loss per Common Share - Basic and Diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.06)
Weighted Average Shares Outstanding		121,033,557			81,798,422			109,033,820			74,150,686

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

F-2

Table of Contents

Rocky Mountain High Brands, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	Three Months Ended
	September 30, 2019			September 30, 2018
	March 31, 2020			March 31, 2019
Operating Activities:
Net Loss	$	(2979,~~850,672~~622	)	$	(41,~~701~~263,~~831~~260)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		~~146~~51,~~017~~862			~~390~~71,~~758~~826
Stock-based payments to vendors		—			67,750
Non-cash interest expense		144,052			303,691
Warrants and options issued for services rendered		—			91,982
(Gain) Loss on change in fair value of derivative liability		21,535			(195,457)
Non-cash interest expense		919,013			3,638,816
Loss on extinguishment of debt		74,164			—
Fees and penalties on debt		—			120,251
Loss on disposal of property and equipment		587			—
Noncash portion of gain on lawsuit judgment and legal settlement		(30,840	)		(688,724)
Bad debt expense		—			49
(Gain) Loss on change in fair value of derivative liability		(124,304	)		(2,059,621)
Depreciation and amortization expense		9,240			10,909
(Gain) Loss on extinguishment of debt		(689,991	)		191,138
Bad debt expense		1,678			1,188
Depreciation and amortization expense		30,436			19,701
Impairment of goodwill and other intangibles		118,066			—
Inventory obsolescence		107,594			25,145
Changes in operating assets and liabilities:
Accounts receivable		~~(310~~11,~~824~~424	)		~~(39~~7,~~722)~~366
Inventory		~~(239~~16,~~084~~301	)		(54292,~~458~~344)
Prepaid expenses and other current assets		~~(116,211~~—	)		(39128,~~878~~767)
Other assets		1(13,~~852~~750	)		(49,~~232)~~478
Accounts payable and accrued liabilities		~~189~~245,~~337~~908			~~(60~~126,~~428)~~379
NET CASH USED IN OPERATING ACTIVITIES		(2,847,933	)		(3,102,165)
Related party accounts payable		(30,406	)		—
Deferred revenue		16,866			—
NET CASH USED IN OPERATING ACTIVITIES		(431,839	)		(1,350,130)
Investing Activities:
Investments in other assets		(500	)		(31,220)
Disposal of property and equipment		1,209			—
Acquisition of property and equipment		—			(13,008)
NET CASH PROVIDED BY INVESTING ACTIVITIES		1,209			—
NET CASH USED IN INVESTING ACTIVITIES		(500	)		(44,228)
Financing Activities:
Proceeds from issuance of convertible notes		~~367~~275,~~500~~000			~~825,000~~—
Repayment of convertible notes		—			(172,932)
Repayment of notes payable		—			(3,147)
Repayment of notes payable		(7,493	)		(10,206)
Proceeds from issuance of series F preferred stock		200,000			—
Proceeds from issuance of common stock		1,943,551			2,558,045
Proceeds from issuance of series H preferred stock		11,000			—
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,303,558			3,199,907
Proceeds from issuance of common stock		—			1,017,046
INCREASE (DECREASE) IN CASH		(544,875	)		53,514
NET CASH PROVIDED BY FINANCING ACTIVITIES		486,000			1,013,899
CASH - BEGINNING OF PERIOD		613,686			16,983
INCREASE (DECREASE) IN CASH		55,370			(336,231)
CASH - END OF PERIOD	$	68,811		$	70,497
CASH AND RESTRICTED CASH - BEGINNING OF PERIOD		68,080			613,686
CASH AND RESTRICTED CASH- END OF PERIOD	$	123,450		$	277,455
Supplemental cash flow information:
Cash paid for interest	$	107,~~433~~503		$	10,~~567~~305
Cash paid for taxes	$	—		$	—
Supplemental disclosure of non-cash financing and investing activities:
Common stock issued for conversion of debt	$	~~188~~208,~~870~~400		$	4171,~~000,604~~342
Common stock issued for acquisition	$	—		$	75,000
Debt and accrued interest converted for common stock	$	229,935		$	156,876
Debt and accrued interest converted for common stock	$	271,189		$	499,053
Beneficial conversion feature recognized as debt discount	$	298,750		$	—
Derivative liability relieved upon conversion of related debt	$	—		$	3,021,935
Beneficial conversion feature recognized as debt discount	$	367,500		$	4,000,230

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

F-3

Table of Contents

Rocky Mountain High Brands, Inc.

Consolidated Statements of Shareholders' Deficit for the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2019~~2020

(Unaudited)

	~~Common Stock~~	Common Stock			~~Preferred Stock A~~	Preferred Stock F			~~Preferred Stock C~~	Preferred Stock G					~~Preferred Stock E~~	Preferred Stock H
	~~Shares~~	Shares	~~Amount~~	Amount	~~Shares~~	Shares	~~Amount~~	Amount	~~Shares~~	Shares		~~Amount~~	Amount		~~Shares~~	Shares	~~Amount~~	Amount	~~APIC~~	APIC		~~Accumulated Deficit~~	Accumulated Deficit		~~Total RMHB Shareholders’ Deficit~~	Total RMHB Shareholders' Deficit		~~Noncontrolling Interests~~	Noncontrolling Interests		~~Total Equity/(Deficit)~~	Total Equity/(Deficit)
Balance - December 31, 2018		94,580,869	$	94,581		—	$	—		—		$	—			—	$	—	$	34,221,215		$	(35,018,351	)	$	(702,555	)	$	—		$	(702,555)
Balance - December 31, 2019		137,914,630	$	137,915		130	$	—		10,000		$	10			—	$	—	$	37,528,496		$	(40,285,145	)	$	(2,618,724	)	$	(3,627	)	$	(2,622,351)
Shares issued for cash		~~7,813,337~~—		~~7,813~~—		—200		—		—			—			—11		—		1211,~~009,233~~000			—			1211,~~017,046~~000			—			1211,~~017,046~~000
Shares issued for compensation		25802,~~403~~700		25803		—		—		—			—			—		—		315,~~976~~251			—			416,~~001~~054			—			416,~~001~~054
Shares issued upon conversion of convertible notes		1,750,000		1,750		—		—		—			—			—		—		169,592			—			171,342			—			171,342
Series G preferred stock shares converted to common shares		500,000		500		—		—		(10,000	)		(10	)		—		—		—			—			490			—			490
Net loss for the three months ended March 31, 2019		—		—		—		—		—			—			—		—		—			(1,263,260	)		(1,263,260	)		—			(1,263,260)
Shares issued upon conversion of convertible notes		12,437,084		12,437		—		—		—			—			—		—		195,963			—			208,400			—			208,400
Balance - March 31, 2019		104,169,609	$	104,170		—	$	—		—		$	—			—	$	—	$	35,404,015		$	(36,281,611	)	$	(773,426	)	$	—		$	(773,426)
Shares issued for payment of related party payables		4,895,286		4,895		—		—		—			—			—		—		93,010			—			97,905			—			97,905
Shares issued for cash		2,490,932		2,491		—		—		—			—			—		—		119,636			—			122,127			—			122,127
Net loss for the three months ended March 31, 2020		—		—		—		—		—			—			—		—		—			(979,622	)		(979,622	)		—			(979,622)
Shares issued upon conversion of convertible notes		2,315,980		2,316		—		—		—			—			—		—		15,213			—			17,529			—			17,529
Balance - March 31, 2020		156,549,700	$	156,550		330	$	—		—		$	—			11	$	—	$	38,043,720		$	(41,264,767	)	$	(3,064,497	)	$	(3,627	)	$	(3,068,124)
Stock option forfeiture		—		—		—		—		—			—			—		—		7,530			—			7,530			—			7,530
Beneficial conversion feature recognized on convertible notes payable		—		—		—		—		—			—			—		—		367,500			—			367,500			—			367,500
Fractional shares issued as a result of the reverse stock split		3,470		3		—		—		—			—			—		—		(3	)		—			—			—			—
Net loss for the three months ended June 30, 2019		—		—		—		—		—			—			—		—		—			(667,170	)		(667,170	)		—			(667,170)
Balance - June 30, 2019		108,979,991	$	108,980		—	$	—		—		$	—			—	$	—	$	35,913,891		$	(36,948,781	)	$	(925,910	)	$	—		$	(925,910)
Sweet Ally purchase of Sweet Rock, Inc. shares		—		—		—		—		—			—			—		—		—			—			—			495			495
Shares issued for cash		17,182,155		17,182		—		—		—			—			—		—		787,195			—			804,377			—			804,377
Warrant forfeiture		—		—		—		—		—			—			—		—		2,000			—			2,000			—			2,000
Net loss for the three months ended September 30, 2019		—		—		—		—		—			—			—		—		—			(918,713	)		(918,713	)		(1,529	)		(920,242)
Balance - September 30, 2019		126,162,146	$	126,162		—	$	—		—		$	—			—	$	—	$	36,703,086		$	(37,867,494	)	$	(1,038,246	)	$	(1,034	)	$	(1,039,280)

Rocky Mountain High Brands, Inc.

Consolidated Statements of Shareholders' Deficit for the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2018~~2019

(Unaudited)

	~~Common Stock~~	Common Stock					~~Preferred Stock A~~	Preferred Stock F			~~Preferred Stock C~~	Preferred Stock G			~~Preferred Stock E~~	Preferred Stock H
	~~Shares~~	Shares		~~Amount~~	Amount		~~Shares~~	Shares	~~Amount~~	Amount	~~Shares~~	Shares	~~Amount~~	Amount	~~Shares~~	Shares	~~Amount~~	Amount	~~APIC~~	APIC		~~Accumulated Deficit~~	Accumulated Deficit		~~Total RMHB Shareholders’ Deficit~~	Total RMHB Shareholders' Deficit		~~Noncontrolling Interests~~	Noncontrolling Interests	~~Total Equity/(Deficit)~~	Total Equity/(Deficit)
Balance - December 31, 2017		57,985,323		$	57,985			1,000,000	$	1,000		—	$	—		—	$	—	$	24,561,530		$	(31,662,414	)	$	(7,041,899	)	$	—	$	(7,041,899)
Balance - December 31, 2018		94,580,869		$	94,581			—	$	—		—	$	—		—	$	—	$	34,221,215		$	(35,018,351	)		(702,555	)	$	—	$	(702,555)
Shares issued for cash		67,~~757~~813,~~451~~337			67,~~757~~813			—		—		—		—		—		—		1,~~463~~009,~~243~~233			—			1,~~470~~017,~~001~~046			—		1,~~470~~017,~~001~~046
Shares issued for compensation		125,~~984,690~~403			~~1,985~~25			—		—		—		—		—		—		~~154~~3,~~280~~976			—			~~156~~4,~~265~~001			—		~~156~~4,~~265~~001
Shares issued upon conversion of convertible notes		81,~~440~~750,~~262~~000			81,~~440~~750			—		—		—		—		—		—		3169,~~363,554~~592			—			3171,~~371,994~~342			—		3171,~~371,994~~342
Shares to vendors for services rendered		296,271			296			—		—		—		—		—		—		61,204			—			61,500			—		61,500
Net loss for the three months ended March 31, 2019		—			—			—		—		—		—		—		—		—			(1,263,260	)		(1,263,260	)		—		(1,263,260)
Beneficial conversion feature recognized on convertible notes payable		—			—			—		—		—		—		—		—		3,328,740			—			3,328,740			—		3,328,740
Balance - March 31, 2019		104,169,609		$	104,170			—	$	—		—	$	—		—	$	—	$	35,404,015		$	(36,281,611	)	$	(773,426	)	$	—	$	(773,426)
Net loss for the three months ended March 31, 2018		—			—			—		—		—		—		—		—		—			(2,332,064	)		(2,332,064	)		—		(2,332,064)
Balance - March 31, 2018		75,463,997		$	75,464			1,000,000	$	1,000		—	$	—		—	$	—	$	32,932,550		$	(33,994,478	)	$	(985,464	)	$	—	$	(985,464)
Shares issued for cash		5,453,434			5,453			—		—		—		—		—		—		1,039,108			—			1,044,561			—		1,044,561
Shares issued for compensation		124,247			124			—		—		—		—		—		—		27,104			—			27,228			—		27,228
Options issued for compensation		—			—			—		—		—		—		—		—		44,476			—			44,476			—		44,476
Shares issued upon conversion of convertible notes		467,742			468			—		—		—		—		—		—		116,719			—			117,187			—		117,187
Shares to vendors for services rendered		20,547			21			—		—		—		—		—		—		3,729			—			3,750			—		3,750
Net loss for the three months ended June 30, 2018		—			—			—		—		—		—		—		—		—			(1,377,795	)		(1,377,795	)		—		(1,377,795)
Balance - June 30, 2018		81,529,967		$	81,530			1,000,000	$	1,000		—	$	—		—	$	—	$	34,163,686		$	(35,372,273	)	$	(1,126,057	)	$	—	$	(1,126,057)
Shares issued for cash		289,116			289			—		—		—		—		—		—		43,194			—			43,483			—		43,483
Shares issued for compensation		25,757			26			—		—		—		—		—		—		3,764			—			3,790			—		3,790
Options issued for compensation		—			—			—		—		—		—		—		—		47,506			—			47,506			—		47,506
Shares issued upon conversion of convertible notes		3,305,360			3,305			—		—		—		—		—		—		508,118			—			511,423			—		511,423
Shares to vendors for services rendered		15,708			16			—		—		—		—		—		—		2,484			—			2,500			—		2,500
Shares issued for acquisition		373,134			373			—		—		—		—		—		—		74,627						75,000			—		75,000
Shares returned as part of legal settlement		(90,909	)		(91	)														(1,727	)					(1,818	)		—		(1,818)
Beneficial conversion feature recognized on convertible notes payable		—			—			—		—		—		—		—		—		671,490						671,490			—		671,490
Net loss for the three months ended September 30, 2018		—			—			—		—		—		—		—		—		—			(991,972	)		(991,972	)		—		(991,972)
Balance - September 30, 2018		85,448,133		$	85,448			1,000,000	$	1,000		—	$	—		—	$	—	$	35,513,142		$	(36,364,245	)	$	(764,655	)	$	—	$	(764,655)

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

F-4

Table of Contents

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, four wholly-owned subsidiaries, one majority-owned subsidiary, 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 the developing, manufacturing, marketing, and distributing high-quality, health conscious, ~~cannabidiol~~ ~~(“CBD”)~~hemp oil and hemp extract- infused products that span various categories including beverage, food, fitness, skin care, and more. RMHB also markets a naturally high alkaline spring water as part of our brand portfolio. All products comply with federal regulations on hemp products and contain 0.0% tetrahydrocannabinol (“THC”), the psychoactive constituent of cannabis. Recently, through a newly created subsidiary of RMHB, Rocky Mountain Productions, Inc. (“RMPI”), the Company acquired a bottling and canning facility and is now also in the business of canning both its own beverages as well as canning beverages for other customers. Furthermore, as a result of equipment included in the acquisition of the facility, RMHB is also in the business of bottling hand sanitizer. Because of the demand resulting with the COVID-19 pandemic, RMHB anticipates continuing in the bottling of hand sanitizer for the foreseeable future.

In March 2018, the Company launched the HEMPd brand with ~~tinctures,~~ gummies, water soluble drops, capsules, ~~lotions~~tinctures, ~~salves~~lotions, and ~~E-juice~~ ~~liquids~~salves. InThe ~~October 2018, the~~ Company introduced ~~CBD-infused waters in~~ four flavors ~~and plans to introduce additional~~ ~~HEMPd~~of ~~product~~CBD-infused ~~offerings~~waters in ~~the~~12 ~~future~~oz. ~~HEMPd~~cans ~~products~~in ~~are marketed through the Company’s Wellness For Life Colorado, Inc. subsidiary. In~~ November 2018~~, the Company discontinued sales of its vape-related products~~.

On In July 252018, ~~2018~~ the Company acquired the assets of BFIT Brands, LLC ~~(“BFIT”),~~and anformed ~~Arizona~~a ~~limited~~new ~~liability company. These assets include the cash~~subsidiary, ~~accounts~~FitWhey ~~receivable,~~Brands ~~inventory,~~Inc. FitWhey ~~trademark,~~marketed ~~recipes~~a ~~and~~line-up ~~formulas~~ of ~~BFIT’s~~five ~~FitWhey branded~~ water-based protein drinks ~~containing~~that include caffeine and ~~a vitamin-~~B ~~pack~~vitamins. In August 2019 the Company suspended the production of FitWhey products.

On ~~April~~ 22June 12, 2019, the ~~reverse~~Company ~~split~~organized Sweet ofRock, ~~the~~LLC ~~Company’s~~(“Sweet ~~Stock~~Rock”), at a ~~ratio~~51% ofowned ~~one~~company, ~~share~~with ~~for~~Sweet ~~every 20 shares~~Ally, ~~was effective~~Inc. ~~All common~~Sweet ~~stock~~Rock ~~share~~will manufacture and ~~per~~market ~~share~~CBD-infused chocolate, ~~amounts~~hard incandies, ~~this~~and ~~document~~baked ~~reflect this reverse split~~goods.

On ~~June~~ 12April 29, ~~2019~~2020 the Company ~~organized~~formed Rocky ~~Sweet~~Mountain ~~Rock~~Productions, ~~LLC~~Inc. (“~~Sweet Rock~~RMPI”), a ~~51%~~ wholly-owned ~~company,~~Nevada ~~with~~corporation. ~~Sweet~~On ~~Ally~~April 30, ~~Inc.~~2020, ~~Sweet~~RMPI purchased certain ~~Rock~~assets ~~will~~of ~~manufacture~~Raw ~~and~~Pharma, ~~market~~LLC ~~CBD-infused~~(“Raw ~~chocolates~~Pharma”) including machinery, ~~hard~~equipment, ~~candies~~and fixtures. The facility has the capability to can and bottle products, including 12 oz. regular and ~~baked~~sleek ~~goods~~cans, ~~for~~16 ~~distribution~~oz. incans, ~~the~~shots, ~~United~~and ~~States~~bottles.

~~RMHB also~~During ~~bottles~~early ~~and~~2019, ~~distributes its naturally high alkaline spring water under~~ the ~~name~~Company ~~Eagle~~continued to ~~Spirit~~market ~~Spring~~its ~~Water~~lineup ~~and~~of ~~plans~~naturally toflavored ~~re-introduce its~~ hemp-infused ~~energy~~functional ~~drinks later in 2019 or early 2020~~beverages.

~~NOTE~~The Company also bottles and distributes 2its –naturally ~~Summary~~high ofalkaline ~~Significant~~spring ~~Accounting~~water ~~Policies~~under the name Eagle Spirit Spring Water.

~~Basis~~On April 22, 2019 the reverse split of ~~Presentation~~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.

~~The accompanying~~NOTE ~~unaudited~~2 ~~consolidated~~– ~~financial~~Summary ~~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~~Significant ofAccounting 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 September 30, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2019 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-K for the year ended December 31, 2018 filed with the SEC on April 15, 2019.Policies

~~Principles~~ Basis of ~~Consolidation~~Presentation

The ~~consolidated~~ accompanying unaudited consolidated financial statements have been prepared in accordance with ~~generally accepted~~ accounting principles generally accepted in the United States. ~~The~~of ~~consolidated~~America for interim financial statements ~~include~~and with the ~~accounts~~instructions ofto ~~the~~Form ~~Company,~~10-Q ~~its~~and ~~wholly~~Article 10 of Regulation S-~~owned~~X of the United States Securities and ~~controlled~~Exchange ~~subsidiaries~~Commission (“SEC”). ~~All~~ ~~intercompany~~Accordingly, ~~balances~~they do not contain all information and ~~transactions~~footnotes ~~have~~required ~~been~~by ~~eliminated.~~accounting principles generally accepted in the United States

~~Use of Estimates~~F-5

~~The preparation~~Table 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.Contents

Fof 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, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2020 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 10-5K for the year ended December 31, 2019 filed with the SEC on July 9, 2020.

~~Table~~Principles of ~~Contents~~Consolidation

~~Cash~~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.

~~The Company~~Use ~~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.~~Estimates

~~Revenue~~The preparation of the financial statements ~~Recognition~~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.

The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” as amended. It records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company 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.Cash

The Company maintains cash balances ~~following~~at ~~table~~various ~~represents~~financial ~~sales~~institutions. byAt ~~sales~~times, ~~channel~~these ~~for~~balances ~~each~~may ofexceed ~~the~~federally ~~periods:~~insured limits.

	Three Months Ended				Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Online	$	30,356	$	96,063	$	127,667	$	171,322
Private Label		322,000		—		322,000		—
Distributor		66		6,449		381		47,237
Retailer		1,441		14,605		16,816		22,142
Total	$	353,863	$	117,117	$	446,864	$	240,701

Restricted Cash

~~All~~The ~~sales~~Company ~~for~~classifies ~~all~~any ~~periods~~cash ~~presented~~that ~~were~~is legally restricted as to ~~domestic~~its ~~customers~~withdrawal or usage as restricted cash.

~~Due to~~The ~~the~~following ~~nature~~table ofprovides ~~the~~a ~~Company’s~~reconciliation of ~~revenue~~cash ~~from~~and ~~contracts~~restricted ~~with~~cash ~~customers,~~reported on the ~~Company~~consolidated ~~does~~balance ~~not~~sheets ~~have~~to ~~material~~the ~~contract~~total ~~assets or~~of ~~liabilities~~those ~~that~~same ~~fall~~amounts ~~under~~shown ~~the~~in ~~scope~~our consolidated statements of ~~ASC~~cash ~~606.~~flows:

The Company’s revenues accounted for under ASC 606, generally, do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration.

	March 31, 2020		December 31, 2019		March 31, 2019		December 31, 2018
Cash	$	95,805	$	53,606	$	196,704	$	147,386
Restricted cash		27,645		14,474		80,751		466,300
Cash and restricted cash	$	123,450	$	68,080	$	277,455	$	613,686

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, we use 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.

F-6

Table of Contents

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 short- and long-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:

•

Level 1 — quoted prices in active markets for identical assets or liabilities.

•

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable.

•

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

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
Balance, December 31, 2019	$	413,678
Issued during the nine months ended September 30, 2019	$	21,192
Issued during the three months ended March 31, 2020		298,750
Exercises/Conversions	$	~~(7,530)~~—
Change in fair value recognized in operations	$	~~(126~~21,~~304)~~535
Balance, September 30, 2019	$	263,530
Balance, March 31, 2020	$	733,963

The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model, using the following assumptions as of ~~September~~March 3031, ~~2019~~2020:

Estimated Dividends	None	~~None~~
Expected Volatility		~~125~~145.20%
Risk Free Interest Rate		10.88041%
Expected term		.1 to 31.255 years

~~F-7~~Property and Equipment

~~Table~~Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of ~~Contents~~the assets, which generally range from three to five years. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

~~Property and Equipment~~F-7

~~Property and~~Table ~~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.~~Contents

Leases

~~The Company~~On ~~accounts~~January ~~for~~1, ~~leases~~2020 inthe ~~accordance~~Company ~~with~~ adopted Financial Accounting Standards Board (“FASB”) ~~(Topic 840) Leases. In February 2016, the FASB issued~~ Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as amended, which requires ~~lessees~~ a lessee to recognize on the balance sheet a right-of-use asset, representing ~~their~~its 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~~Upon ~~2016-02 was effective for calendar year-end public companies on January 1~~adoption, ~~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~~did ~~elected~~not tohave doany ~~so.~~leases ~~The Company plans to adopt this new standard on January 1, 2020. The Company is currently evaluating the impact~~ that ~~ASU~~would ~~2016-02~~require ~~will~~recognition ~~have~~ on its consolidated ~~financial~~balance ~~statements~~sheet.

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. ~~In August 2019 the Company recorded a $118,066 impairment on the intangible assets recorded as a result of the BFIT Brands, LLC acquisition in July 2018.~~ No ~~other~~ impairment charges were recorded during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2019~~ 2020 and ~~2018~~2019.

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.

~~F-8~~Preferred Stock

~~Table~~We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of ~~Contents~~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 Stock~~F-8

~~We apply~~Table ~~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.Contents

~~Advertising~~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 and~~Revenue ~~marketing expenses are charged to operations as incurred.~~Recognition

~~Income~~The Company follows the guidance of ~~Taxes~~the Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” as amended. It records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company 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 ~~Company~~ ~~uses~~following ~~the~~table ~~asset~~represents ~~and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.”~~sales ~~Under~~by ~~this~~sales ~~method,~~channel ~~income tax expense is recognized~~ for ~~the~~each ~~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.periods:

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.

	Three Months Ended
	March 31, 2020		March 31, 2019
Online	$	20,195	$	60,960
Private Label		80,194		—
Distributor		12,224		1,421
Retailer		830		14,048
Total	$	113,443	$	76,429

~~NOTE~~All sales for all periods presented 3were –to ~~Going~~domestic ~~Concern~~customers, except private label sales of $80,194 for the three months ended March 31, 2020. These private label sales were to CBD Life, S.A. (“CBD Life”) of Mexico. All sales to CBD Life are delivered to Laredo, Texas, where the customer takes title.

~~The accompanying~~Due ~~financial~~to ~~statements have been prepared on a going concern basis, which contemplates~~ the ~~realization~~nature of ~~assets and~~ the ~~satisfaction of liabilities in the normal course of business. The~~ Company ~~has a shareholders~~’ ~~deficit of $1,039,280~~s ~~and~~revenue anfrom ~~accumulated~~contracts ~~deficit~~with ~~of $37~~customers,~~867,494~~ asthe ofCompany ~~September~~does ~~30,~~not ~~2019~~have ~~and~~material ~~has~~contract ~~generated~~assets ~~operating~~or ~~losses~~liabilities ~~since~~that ~~inception.~~fall ~~These~~under ~~factors, among others, raise substantial doubt about~~ the ~~ability~~ scope of ~~the~~ASC ~~Company to continue as a going concern~~606. ~~The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue raising capital.~~

~~On June~~The ~~27, 2018, the~~ Company’s ~~entered~~revenues ~~into a Securities Purchase Agreement (“SPA”) with GHS Investments, LLC (“GHS”),~~accounted ~~which provides~~ for ~~GHS~~under toASC ~~purchase~~606, ~~up to $15~~generally,~~000,000~~ ofdo ~~the~~not ~~Company’s~~require ~~common~~significant ~~stock~~estimates ~~over~~or ajudgments ~~24-month period~~ based on ~~a contractually agreed upon market discount. The SPA replaces~~ the ~~Equity~~nature ~~Financing~~of ~~Agreement~~ the Company’s ~~entered into with GHS on October 12,~~revenue ~~2017~~streams. OnThe ~~August~~sales 8,prices ~~2018,~~are ~~the~~generally ~~Company~~fixed ~~filed~~at ~~a registration statement with~~ the ~~Securities~~point ~~and Exchange Commission (“SEC”) to register up to 16,000,000 shares~~ of ~~our~~sale ~~common stock to be purchased by GHS under the SPA. The registration statement became effective on October 10, 2018~~ and ~~the Company sold~~ all ~~the~~consideration ~~available~~from ~~shares~~contracts ~~under~~is ~~the~~included ~~SPA.~~in ~~On May 15, 2019,~~ the ~~Company filed~~transaction ~~a registration statement for 30,000,000 shares to be purchased by GHS~~price. ~~This~~The ~~registration statement became effective on June 18, 2019 and the~~ Company’s ~~began~~contracts ~~selling~~do ~~shares~~not ininclude ~~June.~~multiple ~~Management~~performance ~~believes~~obligations ~~the~~or ~~SPA,~~material ~~along~~variable ~~with bridge financing from GHS, will provide sufficient cash flows until cash flows from operations become consistently positive~~consideration.

~~NOTE~~In March 2020, the Company 4produced –and ~~Inventory~~delivered 146,880 cans of Rocket High, California Limonada, and California Te Negro branded product to CBD Life. In July 2020 the customer informed the Company that numerous cans of the delivered product were leaking. The Company agreed to replace the entire production run at its own expense and accrued related costs of $68,648 as of March 31, 2020. The production-related costs, including start-up costs and production overruns, were approximately $109,000. The customer has not requested, and the Company has not offered, any refund of the sales amount or to provide any other consideration to the customer. The $80,194 sales amount is included in sales for the three months ended March 31, 2020.

~~Inventory consists of the following:~~Advertising

	September 30, 2019		December 31, 2018
Finished inventory	$	38,493	$	84,730
Raw materials and packaging		239,719		61,992
Total	$	278,212	$	146,722

Advertising and marketing expenses are charged to operations as incurred.

~~For~~Income the three and nine months ended September 30, 2019 the Company recorded inventory obsolescence expense of $107,594 for each period. This expense primarily represented the write-down of expired FitWhey beverages and ingredients, obsolete FitWhey labels, and other expired ingredients.Taxes

~~For~~The Company uses the ~~three~~asset and ~~nine months ended~~liability ~~September~~method ~~30,~~of ~~2018~~accounting ~~the~~for ~~Company~~income ~~recorded~~taxes ~~inventory~~in ~~obsolescence~~accordance ~~expense~~with ofASC ~~$13,721~~Topic ~~and $25~~740,~~145,~~ ~~respectively~~“Income Taxes.” ~~The~~Under ~~expense~~this ~~primarily~~method, income tax ~~represented~~expense is recognized for the ~~write-down~~amount of: ~~expired~~(i) ~~hemp-infused~~taxes ~~beverages~~payable ~~and~~or ~~shots.~~ refundable for

F-9

Table of Contents

~~NOTE~~the current year and (ii) deferred tax consequences 5of –temporary ~~Prepaid~~differences ~~Expenses~~resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and ~~Other~~liabilities ~~Current~~are ~~Assets~~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.

~~Prepaid~~ASC Topic 740.10.30 clarifies the accounting ~~expenses~~for uncertainty in income taxes recognized in an enterprise’s financial statements and ~~other~~prescribes ~~current~~a ~~assets~~recognition ~~consist~~threshold and ofmeasurement attribute for the ~~following:~~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.

	September 30, 2019		December 31, 2018
Prepaid officers’ compensation	$	179,041	$	291,617
Prepaid directors’ compensation		—		29,442
Prepaid production		167,400		—
Other prepaid expenses and current assets		52,000		67,015
Total	$	398,441	$	388,074

Reclassifications

~~NOTE~~Certain 6reclassifications –have ~~Property~~been ~~and~~made to ~~Equipment~~prior year consolidated financial statements to conform to classifications used in the current year.

~~Property and~~NOTE ~~equipment~~3 ~~consist~~– ofGoing ~~the following:~~Concern

	September 30, 2019		December 31, 2018
Vehicles	$	29,598	$	29,598
Furniture and equipment		45,322		41,422
Personal computers		17,901		17,901
		92,821		88,921
Less: accumulated depreciation		70,116		54,641
Total	$	22,705	$	34,280

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. As of March 31, 2020 the Company has a shareholders’ deficit of $3,068,124 and an accumulated deficit of $41,264,767 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.

~~For~~The Company has historically funded its operations with sales of equity and debt securities. The COVID-19 pandemic of 2020 has added uncertainty into the ~~three~~financial markets ~~months~~that ~~ended~~the ~~September~~Company ~~30,~~relies ~~2019~~on for its operating and ~~2018~~investment funding. It is unclear how long, ~~depreciation~~or ~~expense~~to ~~was~~what $3extent,~~550~~ the pandemic will impact the Company in 2020 and $4beyond. On April 30,~~367~~ 2020 the Company purchased certain assets of Raw Pharma, ~~respectively~~LLC (“Raw Pharma”) and agreed to sublease Raw Pharma’s production facility. ~~For~~Management ~~the~~believes ~~nine~~its ~~months~~Securities Purchase Agreement ~~ended~~dated ~~September~~December 3020, 2019 ~~and~~with ~~2018~~GHS Investments, ~~depreciation~~LLC ~~expense~~(“GHS”), ~~was~~along ~~$11,554~~with ~~and~~bridge ~~$16~~financing from GHS or other sources,~~679,~~ ~~respectively~~will provide sufficient funds to make up for any operating cash flows.

~~NOTE~~The Company’s business has been 7adversely –affected ~~Acquisition~~by the instability, disruption, and quarantine restrictions caused by the recent COVID-19 pandemic. The COVID-19 pandemic may cause customers to suspend their decisions on ordering our products, make it impossible to attend or sponsor trade shows or other conferences in which our products are presented to distributors, customers and potential customers, for our customers to visit our physical location, and give rise to sudden significant changes in regional and global economic conditions and cycles that could interfere with purchases of goods, or commitments to develop new brands and private label products.

~~FitWhey~~Significant disruptions to communications ~~Brands~~and ~~Inc~~travel, including travel restrictions and other protective quarantine measures against COVID-19 by governmental agencies, have increased the difficulty in delivering goods to our customers and could ultimately make such deliveries impossible. ~~(acquisition~~Travel ofrestrictions and protective measures against COVID-19 could cause us to incur additional unexpected labor costs and expenses or could restrain our ability to retain the ~~assets~~highly ofskilled ~~BFIT~~personnel ~~Brands,~~we ~~LLC)~~need for our operations.

~~On July~~The ~~25, 2018, the Company purchased the assets of BFIT Brands, LLC, an Arizona~~COVID-~~based~~19 ~~company.~~pandemic ~~The~~has ~~acquired~~added ~~assets~~uncertainty ~~include~~to the financial ~~cash,~~markets ~~accounts~~that ~~receivable,~~the ~~inventory,~~Company ~~FitWhey~~relies ~~trademark,~~on ~~recipes~~for ~~and~~its ~~formulas~~operating ~~of BFIT’s FitWhey branded water-based protein drinks containing caffeine~~ and ainvestment ~~vitamin-B pack~~funding. ~~The~~It ~~Company~~has ~~paid~~also ~~$230,438~~negatively ~~including~~impacted ~~common stock issued to~~ the ~~owners of BFIT~~Company’s ofability ~~$75,000, forgiveness of a note receivable of $80,000 plus accrued interest of $438, and $75,000~~ to bemeet ~~paid~~its toexternal ~~the~~financial ~~owners~~reporting ~~of BFIT over time based on 5% of net sales of FitWhey products~~deadlines. ~~No liabilities were assumed by the Company in the transaction.~~

~~The purchase~~NOTE ~~price~~4 of– ~~the assets of BFIT Brands, LLC assets was preliminarily allocated as follows:~~Inventory

Purchase Price
Common stock issued	$	75,000
Note payable and accrued interest forgiven		80,438
Earnout liability		75,000
Total	$	230,438
Allocation
Cash	$	15,612
Accounts receivable		5,763
Inventory		76,922
Software		31,000
Formulas		12,500
Trademark		2,500
Goodwill		86,141
Total	$	230,438

Inventory consists of the following:

In August 2019 management determined the Company would suspend the production of water-based protein and caffeine-infused products until it develops a related hemp or CBD-infused product. As a result, the Company fully impaired the intangible assets related to its purchase of FitWhey. This resulted in an impairment charge of $118,066 for the three and nine months ended September 30, 2019. Because all intangible assets were 100% impaired, it was determined that completion of an outside valuation was no longer necessary.

	March 31, 2020		December 31, 2019
Finished inventory	$	51,591	$	160,763
Raw materials and packaging		170,142		77,272
Total	$	221,733	$	238,035

F-10

Table of Contents

~~The following~~NOTE ~~represents~~5 ~~the~~– ~~unaudited~~Prepaid ~~pro forma statement of operations of the Company for the three~~ Expenses and ~~nine~~Other ~~months~~Current ~~ended September 30, 2018 had FitWhey been acquired on January 1, 2018:~~Assets

	Three Months Ended			Nine Months Ended
	September 30, 2018			September 30, 2018
Sales	$	121,911		$	245,495
Cost of Sales		128,590			293,380
Inventory Obsolescence		13,721			25,145
Gross Profit (Loss)		(20,400	)		(73,030)
Operating Expenses		1,165,093			3,436,516
Loss From Operations		(1,185,493	)		(3,509,546)
Other (Income) Expenses		(179,411	)		1,206,395
Loss Before Income Tax Provision		(1,006,082	)		(4,715,941)
Income Tax Provision		—			—
Net Loss	$	(1,006,082	)	$	(4,715,941)
Net Loss Per Common Share-Basic and Diluted	$	(0.01	)	$	(0.06)
Weighted Average Shares Outstanding		81,798,422			74,150,686

Prepaid expenses and other current assets consist of the following:

NOTE 8 – Accounts Payable and Accrued Liabilities

	March 31, 2020		December 31, 2019
Prepaid officers’ compensation	$	107,425	$	143,233
Prepaid production		12,500		—
Other prepaid expenses and current assets		18,993		31,493
Total	$	138,918	$	174,726

~~Accounts payable~~NOTE ~~and~~6 ~~accrued~~– ~~liabilities~~Property ~~consist~~and ~~of the following:~~Equipment

	September 30, 2019		December 31, 2018
Accounts payable	$	517,075	$	308,717
Accrued compensation		30,000		25,500
Other accrued expenses		145,947		170,997
Total	$	693,022	$	505,214

Property and equipment consist of the following:

NOTE 9 – Convertible Notes Payable

	March 31, 2020		December 31, 2019
Vehicles	$	14,687	$	14,687
Furniture and equipment		40,516		45,322
Personal computers		16,667		17,901
		71,870		77,910
Less: accumulated depreciation		57,257		58,568
Total	$	14,613	$	19,342

~~Convertible~~For the three months ended March 31, ~~notes~~2020 ~~payable~~and ~~consist~~2019, ofdepreciation ~~the~~expense ~~following:~~was $2,933 and $4,161, respectively.

	Interest Rates		Term		Conversion Rates		September 30, 2019			December 31, 2018
GHS Investments, LLC (fixed conversion)		10%		.1 - .5 years	$	0.03 - 0.05	$	973,750		$	871,079
LSW Holdings, LLC (variable conversion)		6%		—		(a)		179,000			179,000
Discount								(500,975	)		(383,483)
Total							$	651,775		$	666,596

NOTE 7 – Intangible Assets

~~(a)~~Intangible ~~50%~~assets ~~discount~~consist onof ~~the~~capitalized software. ~~average~~For of the 3three ~~lowest~~months ~~closing~~ended ~~bid~~March ~~prices~~31, ~~during~~2020 ~~the~~and 102019, ~~trading~~amortization ~~days~~expense ~~prior~~was to$2,601 ~~conversion~~and ($02,601, respectively.~~045).~~

~~For the~~NOTE ~~three~~8 ~~months~~– ~~ended~~Accounts ~~September 30, 2019 and 2018, interest expense on these notes, including amortization of the discount, was~~Payable ~~$295,585~~ and ~~$308,239,~~Accrued ~~respectively. For the nine months ended September 30, 2019 and 2018, interest expense on these notes, including amortization of the discount, was $928,142 and $1,048,765, respectively.~~Liabilities

~~All tangible~~Accounts payable and ~~intangible~~accrued ~~assets~~liabilities consist of the ~~Company are pledged as security.~~following:

NOTE 10 – Notes Payable

	March 31, 2020		December 31, 2019
Accounts payable	$	633,338	$	440,788
Accrued compensation		—		51,500
Common stock payable		396,850		417,850
Other accrued expenses		245,174		233,079
Total	$	1,275,362	$	1,143,217

~~Notes payable~~NOTE ~~consist~~9 of– ~~the~~Convertible ~~following:~~Notes Payable

		Interest Rate		Term				September 30, 2019				December 31, 2018
Notes payable		0 %			Due			$	30,000			$	37,493

Convertible notes payable consist of the following:

F-11

	Interest Rates		Term		Conversion Rates		March 31, 2020			December 31, 2019
GHS Investments, LLC (fixed conversion)		10%		.3 - .75 years	$	0.01	$	871,074		$	1,035,750
Eagle Equities, LLC		8%		1.3 – 1.5 years		(a)		298,750			—
LSW Holdings, LLC (variable conversion)		6%		—		(b)		179,000			179,000
Discount								(332,857	)		(205,800)
Total							$	1,015,967		$	1,008,950

Table of Contents

	(a)	Fixed conversion rate for the first 180 days ($0.03 as of March 31, 2020). 40% discount on the lowest closing bid price during the 20 trading days prior to conversion after 180 days.
	(b)	50% discount on the average of the 3 lowest closing bid prices during the 10 trading days prior to conversion ($0.019).

~~As of September 30, 2019, notes payable includes two non~~F-interest bearing notes totaling $30,000 that originated prior to the Company’s 2014 bankruptcy proceedings. As of December 31, 2018, notes payable also includes a three-year note executed on September 1, 2016 relating to the purchase of used office furniture and equipment from our landlord. The Company executed the note payable in the amount of $40,122 at an interest rate of 0% and with monthly payments of $1,115. The Company imputed interest on the note and recorded a discounted note balance of $36,634. The office furniture note was repaid in August 2019.11

~~For the~~Table ~~three~~of months ended September 30, 2019 and 2018, interest expense on the furniture and equipment note was $0 and $559, respectively. For the nine months ended September 30, 2019 and 2018, interest expense on the furniture and equipment note was $197 and $1,779, respectively.Contents

~~NOTE~~For the three months ended March 31, 112020 –and ~~Deferred~~2019, ~~Revenue~~interest expense on these notes, including amortization of the discount, was $135,671 and $293,189, respectively.

~~In December~~As 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~~March ~~CBD-infused energy and functional beverages. In turn~~31, ~~we will~~2020 ~~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,~~ and ~~we will cooperate on laboratory~~December ~~and taste-testing of each batch of beverages at the co-packing facility. In accordance with the Agreement~~31, 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 vendors2019, ~~suppliers, co-packers and~~ the Company ~~solely for the purposes of production and the Company~~’s ~~margin~~ onderivate ~~the~~liability ~~sale.~~related ~~CBD~~to ~~Alimentos’~~its ~~initial~~convertible ~~purchase~~notes ~~order,~~payable ~~including~~was ~~a deposit of~~ $~~466~~728,~~300~~976 ~~was~~and ~~received in December 2018. The~~ $~~466~~403,~~300 is accounted for as Deferred Revenue as of September 30~~971, ~~2019 and December 31, 2018 as production and delivery of finished product had not yet been completed~~respectively.

~~NOTE~~All tangible and intangible assets 12of –the ~~Shareholders’~~Company ~~Deficit~~are pledged as security.

~~Common Stock~~NOTE 10 – Notes Payable

~~As of~~Notes ~~September~~payable ~~30,~~consist ~~2019, the Company has 200,000,000 shares~~ of ~~common stock authorized and 126,162,146 shares issued and outstanding. On April 22, 2019~~ the ~~Company effected a 1-for-20 reverse stock split. All common share amounts in this report reflect this stock split.~~following:

During the three months ended September 30, 2019 the Company issued 17,182,155 shares of common stock, all of which were issued for cash.

Interest Rate

Term

March 31, 2020

December 31, 2019

Notes payable

Due

30,000

~~During the~~As ~~nine~~of ~~months~~March ~~ended September 30~~31, ~~2019~~2020 ~~the~~and ~~Company~~December ~~issued~~ 31,~~581~~ 2019,~~277~~ ~~shares of common stock, including 4,065,980 shares for convertible~~ notes payable ~~conversions,~~includes ~~27,486,424~~two ~~shares~~non-interest ~~for~~bearing ~~cash,~~notes ~~and~~totaling 25$30,~~403~~000 ~~shares~~that ~~for~~originated ~~compensation.~~prior ~~The~~to ~~remaining 3,470 shares were issued as a result of~~ the Company’s ~~reverse~~2014 bankruptcy ~~stock split, which was effective on April 22, 2019~~proceedings.

~~Preferred Stock~~NOTE 11 – Deferred Revenue

~~The~~In December 2017, the Company executed a three-year Master Manufacturing Agreement (“MMA”) 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, is our exclusive distributor in Mexico for all of our CBD-infused energy and functional beverages. In turn, we are CBD Life’s exclusive supplier of such products. The beverages supplied to CBD Life are private label products made to order for CBD Life. On December 24, 2018, the Company received ~~has~~its 20first purchase order under the MMA. The purchase order is for a total of 2,000,000 ~~shares~~cans, consisting of ~~preferred~~three flavors: ~~stock~~Rocket ~~authorized~~High asEnergy Drink, California Black Tea (Te Negro), and California Lemonade (Limonada) to be delivered to CBD Life’s facility in Laredo, Texas. Each flavor consists of ~~September~~a 30sugar and sugar-free version. Based on the pricing the Company agreed to, ~~2019~~the total of the purchase order is $932,600. In December 2018, the Company received a deposit of ~~which~~$466,300 to 12begin the procurement process for packaging (aluminum can bodies,~~789~~ lids,~~474~~ ~~are~~labels) ~~specifically~~and ~~designated~~raw materials (CBD and other ingredients), co-packing services, and the Company’s contracted margin of $.05 per can. During 2019 the Company ordered, received and paid for packaging and raw materials and contracted for co-packing services with Optimus Fulfill, a Coppell, Texas-based beverage processor. The contract with Optimus Fulfill required the Company to make deposits of $156,000 to secure the co-packing services. These deposits were made in January 2019. Subsequent to the Company’s payment of the deposits, Optimus Fulfill filed for bankruptcy protection. The Company received a ~~series~~total of ~~preferred~~$20,000 ~~stock~~in refunds in 2019 and 7was forced to secure another co-packer. The lengthy lead time associated with procuring co-packing services coupled with the normal lead times for packaging and raw materials pushed the production schedule into the last quarter of 2019. Additionally,~~210~~ a change in Mexico’s Presidential administration resulted in additional scrutiny of CBD Life’s permits in November 2019. Once these hurdles were cleared, production began in December 2019 with an initial run of 38,400 cans with a selling price of $20,375, and production-related costs of $64,526, ~~remain~~including ~~undesignated~~start-up costs and production overruns. In January 2020, the Company received an additional deposit of $97,060 from CBD Life to help restore the lost deposit with Optimus Fulfill. The Company procured additional packaging and raw materials and restarted production in March 2020, with a total of 146,880 cans produced and delivered in that month. The revenue recorded in March 2020 was $80,194.

~~Series~~In accordance with the MMA, RMHB Aopened ~~Preferred~~a ~~Stock~~separate operating bank account for all deposits made by CBD Life. CBD Life 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, other administrative costs, and the Company’s margin on the sale. During 2019 the Company transferred $80,000 ($.04 per can ordered) from the CBD Life restricted bank account to its corporate account in accordance with the terms of the MMA. As of March 31, 2020 and December 31, 2019 the balances in the separate operating bank account were $27,645 and $14,474, respectively, and are included in restricted cash on the Company’s balance sheet.

~~The Company has 1,000,000 shares of Series~~ A ~~Preferred~~summary ~~Stock~~rollforward ~~designated,~~ of ~~which~~the ~~none~~Deferred ~~were~~Revenue balance ~~outstanding~~from ~~as of September 30, 2019 and~~ the December 3128, 2018. ~~LSW~~(receipt ~~Holdings LLC was the holder~~ of ~~these~~first ~~shares.~~deposit) ~~Lily Li, who was the Company’s Executive Vice President~~ until ~~April~~March 531, ~~2018,~~2020 is ~~the~~as Managing Member of LSW and, in that capacity, had the authority to direct voting and investment decisions with regard to its holdings in the Company. On October 26, 2018 these shares were ruled void ab initio by a District Court in Dallas County, Texas. The Company cancelled these shares effective that date.follows:

Series B Preferred Stock

December 28, 2018 deposit received	$	466,300
December 2019 delivery		(20,375)
Balance as of December 31, 2019	$	445,925
January 30, 2020 deposit received		97,060
March 2020 deliveries		(80,194)
Balance as of March 31, 2020	$	462,791

~~The~~In July 2020 CBD Life informed the Company that numerous cans of the delivered product were leaking. The Company has ~~7,000,000~~agreed ~~shares~~to ofreplace ~~Series~~the Bproduction ~~Preferred~~run ~~Stock~~at ~~designated,~~its ofown ~~which~~expense and ~~none~~accrued ~~were~~related ~~outstanding~~cost of $68,648 as of ~~September~~March 3031, ~~2019~~2020. The production-related costs, including start-up costs and production ~~December~~overruns, 31were approximately $109,000. ~~2018~~The Company has not agreed to refund the sales amount or provide any other consideration to the customer.

F-NOTE 12 – Shareholders’ Deficit

~~Table~~Common ~~of Contents~~Stock

~~Series~~As of March 31, 2020, the Company has C1,000,000,000 ~~Preferred~~shares ~~Stock~~of common stock authorized and 156,549,700 shares issued and outstanding. On April 22, 2019 the Company effected a 1-for-20 reverse stock split. All common share amounts in this report reflect this stock split.

~~The Company~~During ~~has~~the ~~2,000,000~~three ~~shares~~months ofended ~~Series~~March 31, C2020 ~~Preferred~~the ~~Stock~~Company ~~designated~~issued 18,635,070 shares of ~~which~~common ~~none~~stock, ~~were~~including ~~outstanding~~12,437,084 asshares offor ~~September~~convertible ~~30,~~notes ~~2019~~payable ~~and~~conversions, ~~December 31~~4,895,286 ~~2018.~~shares ~~Series~~for Camounts ~~Preferred~~due ~~Stock~~to isa ~~12%~~board ~~interest bearing~~member, ~~cumulative~~802,700 ~~exchangeable,~~shares ~~non-voting~~for compensation, ~~convertible~~and ~~preferred stock~~500,000 ofshares ~~the~~for ~~Company. Each~~ Series CG Preferred Stock ~~share is convertible to 2~~conversions.~~5 shares of common stock.~~

~~Series D~~ Preferred Stock

The Company has 220,000,000 shares of preferred ~~Series~~stock Dauthorized ~~Preferred~~as ~~Stock designated,~~ of ~~which~~March ~~none~~31, ~~were~~2020, ~~outstanding as~~ of ~~September~~which 3012, ~~2019 and December 31~~801,154 ~~2018.~~are ~~Series~~specifically Ddesignated ~~Preferred~~to ~~Stock is~~ a ~~non-voting,~~series ~~non-interest~~of ~~bearing convertible~~ preferred stock~~. Each Series D preferred~~ ~~share~~and is7,198,846 ~~convertible~~remain ~~to 5 shares of common stock~~undesignated.

Series E A Preferred Stock

~~On September~~The ~~19,~~Company ~~2017~~has 1,000,000 ~~the~~shares ~~Board~~ of ~~Directors approved a new~~ Series EA Preferred Stock. ~~Holders~~designated, of ~~Series~~which Enone ~~Preferred~~were ~~Stock~~outstanding ~~are~~as ~~entitled to~~of ~~cast~~March ~~100~~31, ~~votes~~2020 ~~per~~and ~~share~~December of31, ~~Series~~2019. ELSW ~~Preferred~~Holdings ~~Stock~~LLC was onthe ~~any~~holder ~~proposal~~of tothese ~~increase~~shares. ~~our~~Lily ~~authorized capital stock~~Li, ~~with~~who nowas ~~other voting~~the ~~rights.~~Company’s ~~Series~~Executive EVice ~~Preferred~~President ~~Stock~~until isApril ~~convertible~~5, to2018, ~~common~~is ~~stock~~the onManaging Member aof ~~20:1~~LSW ~~basis.~~and, Onin ~~the~~that ~~same day~~capacity, had the ~~Board~~authority ~~granted~~to ~~our Chairman~~direct ~~789,474~~voting ~~shares~~and ofinvestment ~~Series~~decisions Ewith ~~Preferred~~regard ~~stock~~to asits ~~payment~~holdings ~~for~~in the ~~his deferred compensation~~Company. On October 3126, ~~2017,~~2018 ~~Mr.~~these ~~Welch converted his 789,474~~ shares ofwere ~~Series~~ruled Evoid ~~Preferred~~ab ~~Stock~~initio toby ~~39,474~~a ~~shares~~District ofCourt ~~common~~in ~~stock.~~Dallas ~~As of September 30~~County, ~~2019~~Texas. ~~and December 31, 2018~~The ~~there~~Company ~~were~~cancelled nothese shares ~~outstanding~~effective that date.

~~Warrants~~F-12

~~During the~~Table ~~nine~~of ~~months ended September 30, 2019 the Company granted no common stock warrants and none were exercised. During that period, 25,000 warrants were forfeited.~~Contents

~~Options~~Series B Preferred Stock

~~During the~~The ~~nine months ended September 30, 2019 the~~ Company ~~granted~~has ~~500~~7,000,000 ~~options~~shares ~~to purchase common stock with a term~~ of ~~three years~~ ~~and~~Series anB ~~exercise~~Preferred ~~price~~Stock designated, of ~~$.06.~~which ~~The~~none ~~options never vested and~~ were ~~forfeited~~outstanding inas ~~May~~of ~~2019.~~March No31, ~~options~~2020 ~~were exercised~~ and noDecember ~~others were cancelled during the nine months ended September 30~~31, 2019.

~~NOTE 13–~~Series ~~Noncontrolling~~C ~~Interests~~Preferred Stock

~~In July~~The ~~2019, the~~ Company ~~invested~~has ~~$500 in Sweet Rock~~2, ~~LLC~~000,000 ashares ~~Michigan~~of Series ~~limited~~C ~~liability~~Preferred ~~company.~~Stock ~~The~~designated, ~~Company~~of ~~owns~~which ~~51%~~none ~~and~~were ~~Sweet Ally,~~outstanding ~~Inc.~~as ~~(“Sweet~~of ~~Ally”)~~March ~~invested~~31, ~~$495~~2020 and ~~owns~~December ~~49%~~31, 2019. ~~The~~Series ~~Company~~C ~~consolidates the financial statements of Sweet Rock~~Preferred ~~and~~Stock ~~accounts~~is ~~for~~12% ~~Sweet Ally’s ownership as a noncontrolling~~ interest. ~~During~~bearing, ~~the~~cumulative, ~~three~~exchangeable, ~~and nine months ended September 30~~non-voting, ~~2019~~ ~~Sweet~~convertible ~~Rock~~preferred ~~incurred~~stock ~~marketing expenses~~ of ~~$3,120~~the Company. ~~This~~Each ~~activity~~Series isC Preferred ~~included~~share inis ~~the~~convertible ~~consolidated~~to ~~financial~~2.5 ~~statements~~shares of ~~the Company~~common ~~with corresponding noncontrolling interests~~stock.

~~NOTE 14–~~Series ~~Concentrations~~D Preferred Stock

~~During the~~The ~~three~~Company ~~months~~has ~~ended~~2,000,000 ~~September~~shares ~~30,~~of Series ~~2019~~D ~~the~~Preferred ~~Company’s~~Stock ~~two~~designated, ~~largest~~of ~~customers~~which ~~accounted~~none ~~for~~were ~~approximately~~outstanding ~~91%~~as ~~and~~of ~~less~~March ~~than 1%~~31, of2020 ~~sales~~and December 31, ~~respectively~~2019. ~~During~~Series ~~the~~D ~~three~~Preferred Stock ~~months~~is ~~ended~~a ~~September 30~~non-voting, ~~2018,~~non-interest ~~the~~bearing ~~Company’s~~convertible ~~two~~preferred ~~largest~~stock. ~~customers~~Each ~~accounted for~~Series ~~approximately~~D ~~12%~~preferred ~~and~~share 3%is convertible to 5 shares of ~~sales,~~common ~~respectively~~stock.

~~During the~~Series ~~nine~~E ~~months~~Preferred ended September 30, 2019 the Company’s two largest customers accounted for approximately 69% and 3% of sales, respectively. During the nine months ended September 30, 2018, the Company’s two largest customers accounted for approximately 6% and 6% of sales, respectively.Stock

~~NOTE~~The Company has 789,474 shares of Series 15E –Preferred ~~Income~~Stock ~~Taxes~~designated, of which none were outstanding as of March 31, 2020 and December 31, 2019. Holders of Series E Preferred Stock are entitled to cast 100 votes per share of Series E Preferred Stock on any proposal to increase our authorized capital stock, with no other voting rights. Each share of Series E Preferred Stock is convertible to 20 shares of common stock.

~~The reconciliation~~Series ofF ~~income~~Preferred ~~tax benefit at the U.S. statutory rate of 21% to the Company’s effective rate for the periods presented is~~Stock

	Nine Months Ended
	September 30, 2019			September 30, 2018
U.S. federal statutory rate		(21	%)		(21%)
State income tax, net of federal benefit		(0.0	%)		(0.0%)
Increase in valuation allowance		21	%		21%
Income tax provision (benefit)		0.0	%		0.0%

On December 20, 2019 the Board of Directors designated 1,680 shares of Series F Preferred Stock. On that same day, the Company sold 130 shares of Series F Preferred Stock to GHS Investments, LLC ("GHS") in accordance with a Securities Purchase Agreement with GHS. The Series F Preferred Stock has a par value of $.001, stated value of $1,200, accrues dividends at 12%, is convertible to common stock based on a 20-day trailing volume weighted average low share price, and is senior to other preferred stock. During the three months ended March 31, 2020, the Company sold 200 shares of Series F Preferred Stock to GHS. As of March 31, 2020 and December 31, 2019 there were 330 and 130 shares issued and outstanding, respectively.

~~F-13~~Series G Preferred Stock

~~Table~~On December 20, 2019 the Board of ~~Contents~~Directors designated 10,000 shares of Series G Preferred Stock. On that same day, the Company granted 10,000 shares of Series G Preferred Stock to Charles Smith, a Board member and Chief Operating Officer of the Company, in exchange for $10,000 owed to Mr. Smith in compensation. The Series G Preferred Stock has a par value of $.001, is non-interest and non-dividend earning, and each share is convertible to 50 shares of common stock. The holder of Series G Preferred Stock has the right to cast 20,000 votes for every one share of Series G Preferred Stock on any and all proposals to amend the Company’s Articles of Incorporation to increase the authorized capital stock of the Company. Mr. Smith exercised that right in December 2019 and the Series G Preferred Shares were converted to common stock on March 20, 2020. As of March 31, 2020 there were no shares of Series G Preferred Stock issued and outstanding.

~~The tax~~ Series ~~effects~~H ofPreferred ~~temporary differences that give rise to the Company’s net deferred tax liability as of September 30, 2019 and December 31, 2018 are:~~Stock

	September 30, 2019			December 31, 2018
Deferred Tax Assets
Net Operating Losses	$	4,400,000		$	3,960,000
Less: Valuation Allowance	$	(4,400,000	)	$	(3,960,000)
Deferred Tax Assets – Net		—			—

On February 25, 2020 the Board of Directors designated 5,000 shares of Series H Preferred Stock. The Board amended the designation on April 7, 2020. The Series H Preferred Stock has a par value of $.001, stated value of $1,200, accrues dividends at 12%, and is convertible to common stock based on a 20-day trailing volume weighted average low share price. As of March 31, 2020 there were 11 shares outstanding. As of December 31, 2019 there were no shares issued and outstanding.

As of September 30, 2019 the Company had approximately $21,000,000 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.Warrants

~~In assessing~~During the ~~realization~~three ofmonths ~~deferred~~ended ~~tax assets~~March 31, ~~management~~2020 ~~considers~~and ~~whether~~2019 ~~it is more likely than not that some portion or all of~~ the ~~deferred~~Company ~~tax~~granted ~~assets~~no ~~will~~common bestock ~~realized.~~warrants, ~~The~~none ~~ultimate~~were ~~realization~~exercised, ofand ~~deferred~~none ~~tax~~were ~~assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible~~forfeited. ~~Management~~As ~~considers the scheduled reversal~~ of ~~deferred~~March ~~tax liabilities~~31, ~~projected future taxable income~~ 2020 and ~~tax~~December ~~planning~~31, ~~strategies~~2019, inthere ~~making~~were ~~this assessment. Based on the assessment~~607,500 ~~management~~warrants ~~has~~outstanding. ~~established~~Exercise aprices ~~full~~range ~~valuation~~from ~~allowance~~$.02 ~~against the entire deferred tax asset relating~~ to ~~NOLs for~~$.40 ~~every~~per ~~period because it is more likely than not that all of the deferred tax asset will not be realized~~share.

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 and nine months ended September 30, 2019.Options

~~The Company’s~~During ~~deferred tax assets and liabilities were remeasured to reflect~~ the ~~reduction~~three inmonths ~~the~~ended ~~U.S. corporate income tax~~March ~~rate from 34% to 21%~~31, ~~resulting in a deferred tax expense of approximately $2~~2020,~~000,000~~ ~~in 2017 that is still fully valued against as of June 30, 2019. This expense is attributable to~~ the Company ~~being~~did innot agrant ~~net~~any ~~deferred~~options ~~tax~~to ~~asset~~purchase ~~position at~~ the ~~time~~Company’s ofcommon ~~remeasurement. As~~stock ~~the~~and ~~company~~there ~~maintains~~were ~~fully~~no ~~valuation~~exercises ~~allowance,~~or ~~this amount can be seen on the rate reconciliation as an adjustment to deferred~~forfeitures ~~tax~~of ~~asset~~such ~~and corresponding valuation allowance~~options.

~~NOTE~~During the three months ended March 1631, –2019, ~~Commitments~~the Company granted 500,000 options to purchase common stock to an employee. There were no exercises or forfeitures during that period.

~~Office~~As of March 31, 2020 and December 31, ~~Leases~~2019 there were no options outstanding.

On September 5, 2019 the Company amended its corporate office lease. The amendment extended the lease, which had expired August 31, 2019, through February 29, 2020. Monthly payments are $8,065 plus certain maintenance fees.F-13

~~On January~~Table ~~18,~~of 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.Contents

~~Other Leases~~NOTE 13– Noncontrolling Interests

In July 2019, the Company invested $500 in Sweet Rock, LLC, a Michigan limited liability company. The Company owns 51% and Sweet Ally, Inc. (“Sweet Ally”) invested $495 and owns 49%. The Company ~~rents~~consolidates ~~storage~~the ~~space~~financial ~~from~~statements ~~various~~of ~~third~~Sweet ~~parties~~Rock onand accounts for Sweet Ally’s ownership as a ~~month-to-month~~noncontrolling ~~basis~~interest. During the three months ended March 31, 2020 Sweet Rock recorded no revenue or expenses.

F-NOTE 14– Concentrations

~~Table~~During the three months ended March 31, 2020 the Company’s two largest customers accounted for approximately 71% and 12% of ~~Contents~~sales, respectively. During the three months ended March 31, 2019, the Company’s two largest customers accounted for approximately 17% and 2% of sales, respectively.

NOTE 17 15 – ~~Legal~~Income ~~Proceedings~~Taxes

~~Rocky Mountain~~The ~~High~~reconciliation ~~Brands,~~of ~~Inc.~~income vtax ~~Lyonpride~~benefit at ~~Music,~~the ~~LLC,~~U.S. ~~United~~statutory ~~States~~rate ~~District Court Northern District~~ of ~~Texas,~~21% ~~3:18-cv-00045-C,~~to ~~now Lyonpride~~the ~~Music~~Company’s ~~LLC~~effective vrate ~~Rocky~~for ~~Mountain High Brands, Inc., Before~~ the ~~American~~periods ~~Arbitration~~presented ~~Association, 01-18-0003-1428.~~ is

The Company filed a suit against Lyonpride Music, LLC (“Lyonpride”) for fraud and for declaratory relief with respect to a contract between the parties. Lyonpride 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 as referenced above. The parties are conducting discovery. The arbitration hearing has been rescheduled from November 5, 2019 to January 14, 2020.

	Three Months Ended
	March 31, 2020			March 31, 2019
U.S. federal statutory rate		(21	%)		(21%)
State income tax, net of federal benefit		(0.0	%)		(0.0%)
Increase in valuation allowance		21	%		21%
Income tax provision (benefit)		0.0	%		0.0%

~~Dallas County~~The ~~Texas,~~tax ~~Case~~effects ~~Number DC-17-15441 filed November 8, 2017. Rocky Mountain High Brands, Inc. f/k/a Republic~~ of ~~Texas~~temporary ~~Brands,~~differences ~~Inc.~~that ~~Plaintiff,~~give ~~vs.~~rise ~~Jerry~~to ~~Grisaffi,~~the ~~Joe~~Company’s ~~Radcliffe,~~net ~~LSW~~deferred ~~Holdings,~~tax ~~LLC,~~liability ~~Lily~~as ~~Li,~~of ~~Epic~~March ~~Group One~~31, ~~LLC,~~2020 ~~Kenneth Radcliffe, Dennis Radcliffe, Phil Uhrik, Michael Radcliffe, Frank Izzo, Morgan Albright, John Garrison, BB Winks, LLC, Crackerjack Classic, LLC,~~ and ~~Universal~~December ~~Consulting~~31, ~~LLC.~~ 2019 are:

The Company sought 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 alleged, among other things, that Grisaffi breached his fiduciary duty to the Company by issuing these Series A shares to himself and common stock to himself and others. RMHB also sought to void the Indemnification and Release Agreement (“Indemnification”) between the Company and Grisaffi that was executed in June 2017.

	March 31, 2020			December 31, 2019
Deferred Tax Assets
Net Operating Losses	$	4,700,000		$	4,620,000
Less: Valuation Allowance	$	(4,700,000	)	$	(4,620,000
Deferred Tax Assets – Net		—			—

~~Grisaffi filed~~As aof ~~counterclaim~~March ~~against the Company seeking payment for two promissory notes allegedly owed to him~~31, as2020 ~~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~~approximately on$22, ~~among other things~~000,000 ~~fraud~~ of ~~Grisaffi.~~federal ~~Grisaffi~~and ~~had~~state ~~also~~net ~~filed~~operating aloss ~~derivative~~carryovers ~~suit~~(“NOLs”), ~~within~~which ~~the~~begin ~~main~~to ~~lawsuit.~~expire ~~The~~in ~~Company~~2028. ~~filed~~Utilization aof ~~motion to dismiss~~ the ~~derivative~~NOLs ~~suit~~may ~~and~~be onsubject ~~August~~to 3,limitation ~~2018~~under the ~~Trial~~Internal ~~Court~~Revenue ~~entered~~Code anSection ~~Order~~382 ~~Dismissing~~should ~~Derivative~~there ~~Claims, dismissing~~be ~~the~~a ~~derivative~~greater ~~suit~~than 50% ~~with~~ownership ~~prejudice.~~change ~~That~~as ~~Order~~determined isunder ~~final~~regulations.

In ~~June~~ ~~2018~~assessing ~~LSW~~the ~~Holdings,~~realization ~~LLC~~of ~~(“LSW”)~~deferred tax ~~and~~assets, ~~Lily~~management Liconsiders ~~(“Li”)~~whether ~~filed~~it ~~counterclaims~~is ~~against~~more ~~the~~likely ~~Company,~~than ~~generally seeking~~not anthat ~~increase~~some ofportion ~~voting~~or ~~rights~~all of the ~~Series~~deferred Atax ~~shares~~assets towill ~~60:1,~~be realized. aThe ~~declaration~~ultimate ~~that~~realization ~~the~~of ~~Series~~deferred Atax ~~shares~~assets ~~were~~is ~~validly~~dependent ~~issued to~~upon ~~Grisaffi, challenging~~ the ~~authorized~~generation ~~share increase~~ of ~~the~~future ~~Company,~~taxable ~~claiming~~income ~~securities~~during ~~fraud by~~ the ~~Company with respect to~~ ~~the~~periods ~~Series~~in Awhich ~~Shares~~those ~~purchased~~temporary ~~from~~differences ~~Grisaffi~~become ~~and~~deductible. ~~other~~Management ~~common~~considers ~~stock~~the ~~allegedly~~scheduled ~~purchased~~reversal byof ~~LSW~~deferred ~~and~~tax Liliabilities, projected asfuture ~~well~~taxable asincome ~~fraud,~~and ~~breach of~~tax ~~contract~~planning ~~and~~strategies ~~negligent~~in ~~misrepresentation~~making bythis ~~the Company~~assessment. ~~LSW~~Based ~~seeks~~on ~~$10,000,000 in damages from~~ the ~~Company~~assessment, ~~for~~management ~~the $3,500,000~~has ~~which~~established ~~was~~a ~~paid~~full tovaluation ~~Grisaffi~~allowance ~~for~~against the ~~Series~~entire Adeferred ~~shares~~tax ~~and~~asset ~~for~~relating ~~which LSW claims~~ to beNOLs ~~the~~for ~~responsibility~~every ofperiod ~~the~~because ~~Company~~it tois ~~cover,~~more ~~and~~likely ~~the~~than ~~remaining~~not ~~$6,500,000~~that ~~for~~all ~~money allegedly spent by LSW in “developing a distribution system in China” and other alleged “investments”~~ of ~~Li and LSW in~~ the ~~Company.~~deferred ~~LSW~~tax ~~and~~asset Liwill ~~also~~not ~~sought~~be ~~exemplary damages~~realized.

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:F-14

1.Table ~~The Court entered a monetary judgment against Grisaffi and in favor~~ of ~~the Company in the amount of $3,500,000 for fraud, breach of fiduciary duty, and conversion with respect to the Series A preferred stock.~~Contents

2.On ~~The~~December ~~Court~~22, ~~declared~~2017, ~~that~~the Tax Cuts and Jobs Act of 2017 (the ~~Employment~~“Tax ~~Agreement~~Act”) ~~with~~was ~~Grisaffi~~signed ~~dated~~into ~~April~~law 1making significant changes to the Internal Revenue Code. Changes include, ~~2013~~but ~~was~~are ~~void~~not ablimited ~~initio~~to, ~~and~~a ~~unenforceable~~federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, ~~and~~the ~~that~~transition ~~all~~of ~~stock~~U.S international taxation from a worldwide tax system to a territorial system, and ~~promissory~~a ~~notes~~one-time ~~issued~~transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in ~~connection~~accordance with the ~~Employment~~Tax ~~Agreement~~Act ~~were~~and ~~also~~guidance ~~void~~available abas ~~initio~~of ~~and~~the date of nothis ~~force~~filing ~~and~~but ~~effect~~have kept the full valuation allowance. As a result, ~~including~~the ~~but~~Company has ~~not~~recorded ~~limited~~no ~~to:~~income tax expense during the three months ended March 31, 2020 and 2019.

aThe Company’s deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. ~~The~~corporate 1income tax rate from 34% to 21%, resulting in a deferred tax expense of approximately $2,000,000 ~~shares~~in 2017 that is still fully valued against as of ~~Series~~March A31, ~~Preferred~~2020. ~~Stock~~This ~~issued~~expense is attributable to ~~Grisaffi;~~the Company being in a net deferred tax asset position at the time of remeasurement. As the company maintains fully valuation allowance, this amount can be seen on the rate reconciliation as an adjustment to deferred tax asset and corresponding valuation allowance.

b.NOTE ~~The~~16 ~~Convertible~~– ~~Promissory Note issued to Grisaffi in the principal amount of $184,300 dated April 1, 2016; and~~Commitments

cThe Company executed a three-year lease for corporate office space effective September 1, 2016. The ~~Convertible~~lease ~~Promissory~~included ~~Note~~monthly ~~issued~~payments toof ~~Grisaffi~~$7,715 in ~~the~~year ~~principal~~one, ~~amount~~$7,972 in ofyear two, and $~~200~~8,~~150~~229 ~~dated~~in ~~June~~year ~~19,~~three ~~2017~~plus common area maintenance. The lease was accounted for on a straight-line basis over its term.

FOn September 5, 2019 the Company executed a six-15month extension of its corporate office lease at $8,065 per month plus common area maintenance. The lease expired on February 29, 2020.

~~Table~~On February 28, 2020 the Company executed a second six-month extension of ~~Contents~~its corporate office lease. The lease includes new, smaller space within the same office building at a monthly payment of $3,549 per month plus common area maintenance.

3.On ~~The~~January ~~Court~~18, ~~declared~~2018, ~~that~~WFLC ~~Grisaffi’s~~entered into ~~sale~~a of12-month ~~the~~office ~~Series~~use Aagreement ~~Preferred~~for ~~Stock~~office tospace ~~LSW~~in ~~was~~Denver, ~~made~~Colorado. ~~with~~Monthly ~~actual~~payments ~~intent~~were to$91. ~~hinder,~~The ~~delay,~~lease orautomatically ~~defraud~~renews for ~~creditors~~12 ~~and~~months ~~was~~each ~~thus~~January. aMonthly ~~fraudulent~~payments ~~transfer~~are ~~under Texas law~~$122.

4.Other The Court declared that the issuance of 500,000 shares of common stock to Li and the 550,000 shares of common stock issued to Epic One Group, LLC were made without lawful consideration, and constituted breaches of fiduciary duty by Grisaffi.Leases

5. The ~~Court~~Company ~~declared~~rents ~~that~~storage anspace ~~Indemnification~~from various ~~was~~third ~~procured~~parties ~~through~~on ~~fraud~~a ~~and~~month-to-month ~~breach of fiduciary duty and is therefore void and unenforceable~~basis.

6.NOTE ~~The~~17 ~~Court~~– ~~ruled~~Legal ~~that Grisaffi shall take nothing by his counterclaims in the case.~~Proceedings

~~Furthermore, the~~Rocky ~~Court~~Mountain ~~ruled~~High ~~that~~Brands, ~~our~~Inc. v ~~continuing~~Lyonpride ~~claims~~Music, ~~against~~LLC, ~~the~~United ~~other~~States ~~defendants~~District inCourt ~~the~~Northern ~~case~~District ~~were~~of toTexas, be3:18-cv-00045-C, ~~severed~~now ~~and~~Lyonpride ~~docketed~~Music ~~under~~LLC av ~~separate~~Rocky ~~cause~~Mountain ofHigh ~~action~~Brands, ~~and case number~~Inc., WeBefore ~~have continued to pursue our claims against~~ the ~~other~~American ~~defendants~~Arbitration inAssociation, ~~the below referenced case~~01-18-0003-1428.

The ~~judgment~~ ~~and~~parties ~~order~~have ~~entered~~settled ~~August~~the ~~30,~~matter and ~~2018~~the ~~concludes~~settlement ~~our~~documents ~~litigation~~have inbeen ~~district~~signed ~~court~~by asthe ~~against Grisaffi~~parties. OnThis ~~September~~matter 4,has ~~2018, Mr.~~been ~~Grisaffi filed a Notice of Appeal in the case against him~~concluded.

~~In The~~Dallas ~~Court~~County ~~Of Appeals For The Fifth District Of~~ Texas ~~Dallas~~, ~~Texas,~~Case ~~Jerry~~Number DC-17-15441 ~~Grisaffi,~~filed ~~Appellant~~November v8, 2017. Rocky Mountain High Brands, Inc, . f/k/a Republic of Texas Brands, Inc., ~~Appellee~~Plaintiff, Novs. ~~05-18-01020-CV~~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.

~~Grisaffi has~~The ~~filed~~Company ansought ~~appeal~~the return of the Series ~~Default~~A ~~Judgment,~~Preferred ~~and~~Stock ~~submitted~~(“Series ~~his~~A”) ~~brief~~issued onto orJerry ~~about~~Grisaffi ~~February 28~~(“Grisaffi”), ~~2019~~RMHB’s former Chairman of the Board. The Company isfurther ~~prepared~~alleged, ~~and filed~~among ~~its~~other ~~brief.~~things, that Grisaffi ~~did~~breached ~~not~~his ~~appeal~~fiduciary ~~the~~duty ~~Order~~to ~~Dismissing~~the ~~Derivative~~Company ~~Claims.~~by ~~Grisaffi~~issuing these ~~only~~Series ~~seeks~~A inshares ~~his~~to ~~appeal~~himself. toOn ~~reverse in~~August ~~part~~30, 2018, the ~~Default~~Trial ~~Judgment~~Court byin ~~striking~~ the ~~paragraph~~192nd ~~awarding~~District ~~monetary~~Court ~~damages~~of Dallas County, ~~leaving~~Texas ~~the~~entered a ~~remainder~~final ofjudgment in the ~~Default~~Company’s ~~Judgment intact.~~favor ~~Appellate~~and ~~briefs~~against ~~were~~Grisaffi ~~filed,~~in ~~and~~ the ~~appeal~~amount ~~was~~of ~~submitted~~$3,500,000 tofor ~~oral~~fraud, ~~argument~~breach byof ~~the~~fiduciary ~~parties~~duty, and conversion with ~~such~~respect ~~arguments~~to ~~being~~the ~~heard by~~Series ~~the~~A preferred stock. The Court offurther ~~Appeals~~voided onab ~~November~~initio 6,the ~~2019.~~Series A Preferred Shares. The ~~parties~~Court ~~are~~further ~~awaiting~~ruled ~~the~~that ~~decision~~Grisaffi oftake ~~the~~nothing ~~Court~~by ofhis ~~Appeals~~counterclaims in the case.

~~RMHB is actively engaged in collection efforts on the Grisaffi Default Judgment.~~F-15

~~Dallas County~~Table ~~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. Contents

~~This was the surviving case of the above case, having been severed on September 12, 2018.~~ In ~~this~~The ~~case, on October 26, 2018 the~~ Court ~~granted~~ ~~our~~Of ~~Motion~~Appeals For ~~Summary~~The Fifth ~~Judgment,~~District ~~per~~Of aTexas ~~Summary Judgment Order~~Dallas, ~~against LSW~~Texas, ~~holding~~Jerry ~~that all Series A Preferred Shares in RMHB~~Grisaffi, ~~including~~Appellant ~~the shares issued to Grisaffi and later sold by him to LSW evidenced by Stock Certificate N0~~v. ~~604~~Rocky ~~issued~~Mountain ~~by RMHB,~~High ~~to LSW Holdings LLC in the amount of 1~~Brands,~~000,000~~ ~~shares~~Inc, ~~were~~f/k/a ~~void~~Republic ~~ab initio, and any potential rights thereunder were terminated as~~ of ~~July~~Texas 11Brands, ~~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~~Inc. ~~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~~Appellee, ~~on November 26, 2018, the Court entered an Order of Sanctions against Li and LSW~~No. In the Order of Sanctions, and in response to Li and LSW’s repeated refusals to make proper discovery in the case, the Court struck the pleadings of these parties and ruled that RMHB was entitled to take a default judgment against them05-18-01020-CV.

OnGrisaffi appealed the Judgment described ~~February~~above. 4The Court of Appeals affirmed in part and reversed in part the Judgment and remanded it to the trial court for the purpose of the Company electing its remedy. The Company has elected its remedy of the $3,500,000 judgment against Grisaffi. Grisaffi has again appealed this matter. On November 19, 2019, Grisaffi filed a chapter 11 bankruptcy in the United States Bankruptcy Court for ~~entered~~the ~~its~~Northern ~~Default~~District ~~Judgment~~of ~~against~~Texas, LiCase ~~and~~No. ~~LSW~~19-33855-sgj. InThe Company has filed an Adversary Proceeding to deny Grisaffi the ~~Default~~ability to discharge the judgment. A Motion for Summary Judgment, on the Adversary Proceeding has been filed and is set for hearing. The Chapter 11 case has been converted by the Bankruptcy Court ~~ruled~~to asa ~~follows:~~Chapter 7 case. The Trustee who has been appointed is actively conducting proceedings to locate assets of Grisaffi.

1.Dallas ~~The~~County ~~Employment~~Texas, ~~Agreement~~Case ~~with~~Number DC-18-13491. ~~Grisaffi~~Rocky ~~dated~~Mountain ~~April~~High 1Brands, ~~2013~~Inc. ~~was~~f/k/a ~~void~~Republic abof ~~initio~~Texas ~~and~~Brands, ~~unenforceable~~Inc. Plaintiff, ~~and~~vs. ~~that~~Joe ~~all~~Radcliffe, ~~stock~~LSW orHoldings, LLC, ~~other~~Lily ~~instruments~~Li, ~~issued~~Epic onGroup ~~the~~One, ~~basis~~LLC, orKenneth ~~authority~~Radcliffe, ofDennis ~~that~~Radcliffe, ~~Employment~~Phil ~~Agreement~~Uhrik, ~~were~~Michael ~~also~~Radcliffe, ~~void~~Frank abIzzo, ~~initio~~Morgan ~~and~~Albright, John ofGarrison, noBB ~~force~~Winks, LLC, Crackerjack Classic, LLC, and ~~effect;~~Universal Consulting, LLC.

~~F-16~~This Final Judgment against Lily Li and LSW Holdings, LLC is final for all purposes and was not appealed. The Company plans to outsource the collection of this Judgment. Other than collection of the Judgment this matter has been finalized.

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

2This is a case whereby the Company is attempting to collect on the Judgment obtained against Grisaffi. ~~The~~More ~~Series~~specifically Athe ~~Preferred~~Company ~~Shares~~is ~~that~~requesting ~~RMHB~~the ~~issued~~Court to ~~Grisaffi~~order the La Dolce Vita Trust to turnover fraudulently transferred assets and ~~later~~for ~~sold~~additional byrelief ~~Grisaffi~~necessary to ~~LSW~~enforce ~~were~~the ~~void~~Company’s judgment abagainst ~~initio~~Grisaffi. The case has been stayed, and ~~any~~the ~~potential~~Company ~~rights~~will orseek ~~remedies~~an ~~thereunder~~order ~~were~~from ~~terminated~~the onBankruptcy ~~July~~Court 11to continue in this case, ~~2014~~or ~~pursuant~~will towork in conjunction with the ~~Order~~Trustee ~~Confirming~~appointed ~~Debtor’s~~in ~~Amended~~the ~~Plan~~Chapter of7 ~~Reorganization;~~case on this matter.

3.Chet ~~Grisaffi’s~~– ~~issuance~~5 ~~and~~Broadcasting, ~~transfer~~Inc. v toRocky ~~himself~~Mountain ofHigh ~~the 1~~Brands,~~000,000~~ ~~Series A Preferred Shares~~Inc., ~~and~~Supreme ~~his~~Court ~~subsequent transfer~~ of ~~those~~the ~~shares~~State toof ~~LSW~~New ~~Holdings~~York, ~~were~~County ~~fraudulent~~of ~~transfers~~Ulster, ~~and~~Case ~~are~~No. ~~voided~~18-4416. ~~and set aside;~~

4.The ~~Grisaffi~~parties ~~breached~~have ~~his~~settled ~~fiduciary~~this ~~duties~~matter and ~~to RMHB by, among other things: (i), purporting to sell~~ the ~~Series~~settlement Adocuments ~~Preferred~~have ~~Shares~~been tosigned ~~LSW,~~by ~~(ii) causing~~ the ~~issuance~~parties. ofThis ~~550,000~~matter ~~shares~~has ofbeen common stock to Epic Group One, LLC, and 500,000 shares of common stock to Li for no consideration, and (iii) causing the issuance of 5,684,432 shares to the Radcliffe Group at deeply discounted prices;concluded.

5.NOTE ~~LSW~~18 ~~and~~– LiOther ~~knowingly participated in Grisaffi’s breaches of fiduciary duty and are therefore jointly and severally liable for all damages and equitable relief arising from such breaches;~~(Income)/Expenses

6.Loss ~~The~~on ~~issuance~~Extinguishment of ~~10,000,000 shares of common stock to Li was not authorized by the Board of Directors and was both void ab initio and a fraudulent conveyance;~~Debt

7.For ~~RMHB~~the isthree ~~entitled~~months toended ~~recover~~March ~~all~~31, 2020, ~~damages~~the ~~proximately~~Company ~~resulting~~recorded ~~from~~a ~~the~~loss ~~improper~~on ~~issuance~~extinguishment of ~~the~~debt 10of $74,~~000,000~~164 ~~shares~~related to the amendment and settlement of ~~common~~convertible ~~stock~~notes payable. toThere ~~Li;~~was no gain or loss on extinguishment of debt during the three months ended March 31, 2019.

8.Gain Li(Loss) ~~did~~on ~~not~~Change ~~perform~~in ~~and~~Fair ~~materially~~Value ~~breached~~of ~~her~~Derivative ~~agreement to raise money for RMHB;~~Liability

9.For ~~The~~the 10three months ended March 31,~~000~~ 2020,~~000~~ ~~shares~~the Company recorded a loss on the change in fair value of ~~purported~~derivative ~~common~~liability ~~stock~~of ~~issued~~$21,535 compared to Lia ~~belongs~~gain toof ~~RMHB~~$195,457 for ~~and~~the Lithree ~~has~~months noended ~~further~~March ~~rights~~31, or2019. ~~remedies~~In ~~arising~~2020 ~~out~~the loss resulted from the change in the convertibility of ortwo convertible notes payable that were made in February and March 2020 and increase in the valuation of the related derivative liability based on the change in the market value of the Company’s common stock. The gain in 2019 was due to the 10decrease in the market value of the Company’s common stock between January 1,~~000~~ 2019 and March 31,~~000~~ ~~shares;~~2019.

10. By virtue of their actions described above, Li and LSW have taken advantage of RMHB and have unjustly enriched themselves at Rocky Mountain High Brands’ expense, and RMHB is entitled to full restitution of all its losses and damages;F-16

~~11.~~Table LSW Holdings and Li engaged in a civil conspiracy with Grisaffi to commit the wrongs against RMHB described above, and RMHB is entitled to recover from them actual, consequential, and special damages resulting from such wrongs, including their knowing participation in Grisaffi’s breaches of ~~fiduciary duty, breaches of contract, receipt of fraudulent conveyances, and unjust enrichments.~~Contents

~~12.~~NOTE ~~The~~19 ~~torts~~– ~~against~~Subsequent ~~RMHB committed by LSW Holdings and Li were aggravated by fraud and malice, and RMHB is therefore entitled to exemplary damages.~~Events

~~13.~~Between ~~LSW~~April ~~Holdings~~1 and LiSeptember 8, ~~shall~~2020, ~~take~~the ~~nothing~~Company byissued ~~their~~133,183,537 ~~counterclaims;~~shares of common stock, including 27,000,000 for the acquisition of the assets of Raw Pharma, 21,925,000 for legal settlements, 9,976,484 for convertible notes payable conversions, 22,000,000 for director and employee compensation, 51,000,000 for payments to vendors, and 1,282,053 for cash.

~~14.~~Between ~~RMHB~~April is1 ~~entitled~~and toSeptember 8, ~~court~~2020, ~~costs~~holders ~~and~~of ~~reasonable~~convertible ~~attorneys’~~notes ~~fees~~payable ~~from~~converted ~~LSW~~$98,742 ~~Holdings~~of ~~and~~outstanding Liprincipal.

On ~~August~~ ~~12,~~April ~~2019~~7, 2020 the ~~Court~~Company ~~entered~~executed a ~~its~~three-year ~~Final~~consulting ~~Judgment~~agreement inwith ~~the~~Eagle ~~Case~~Processing & Distribution, Inc. ~~Prior~~(“EPD”). toUnder ~~that~~the agreement, onEPD is ~~June~~to 25provide outsourced services related to sales and distribution, ~~2019~~marketing, ~~the~~social ~~Court~~media, ~~had~~and ~~entered~~website anmaintenance, ~~Agreed~~logistics ~~Order~~and oforder ~~Dismissal~~fulfillment, ~~With~~production, ~~Prejudice~~inventory Ofmanagement, ~~Certain~~customer ~~Claims~~service, ~~And~~risk ~~Parties~~management, ~~after~~and ~~the~~assistance ~~Court~~with obtaining financing. EPD was ~~advised~~granted ~~that~~50,000,000 ~~claims~~shares ~~dismissed~~of bycommon stock as compensation for the ~~order~~first eight months of the contract with compensation ~~had~~for ~~been~~the ~~settled~~remainder ~~and~~of ~~released~~the ~~between~~contract ~~RMHB~~to ~~and~~be ~~Joe~~negotiated ~~Radcliffe,~~prior ~~Kenneth~~to ~~Radcliffe,~~the ~~Dennis~~end ~~Radcliffe,~~of ~~Crackerjack~~the ~~Classic~~initial eight months. On June 30, ~~LLC~~2020 ~~and~~EPD returned ~~Universal~~25,000,000 ~~Consulting~~common shares of the previously issued 50,000,000 ~~LLC~~shares ~~and~~pending ~~joined~~the byexecution ~~Epic~~of ~~One~~an ~~Group~~amendment to the April 7, ~~LLC~~2020 consulting agreement. These common shares have not been cancelled and are included in shares outstanding.

~~The Final~~On ~~Judgment~~April ~~was entered against Lily Li and LSW Holdings~~21, ~~LLC.~~2020 ~~The Court incorporated~~ the ~~rulings~~Company ~~of the February 4, 2019 Default~~filed ~~Judgment~~a ~~into~~Registration ~~this~~on ~~Final~~Form ~~Judgment,~~S-8 ~~together~~to ~~with~~register ~~an award that RMHB have and recover~~600,000 shares of ~~and~~common ~~from,~~stock ~~Lily~~issued Lito ~~and~~a ~~LSW~~vendor ~~Holdings,~~as ~~jointly and~~compensation ~~severally with Jerry Grisaffi, actual damages of $3.5 million~~ for ~~their~~services ~~knowing participation of Grisaffi’s breaches of fiduciary duties, breach of contract, fraudulent conveyances and unjust enrichment~~provided. ~~The Court also awarded RMHB $88,000 in attorney fees, and the additional $10,000 in accordance with the previous Sanctions Order.~~

FOn April 29, 2020 the Company formed Rocky Mountain Productions, Inc. (“RMPI”), a wholly-17owned Nevada corporation. On April 30, 2020, RMPI purchased certain of the assets of Raw Pharma, LLC (“Raw Pharma”) including machinery, equipment, and fixtures. The facility has the capability to can and bottle product, including 12 oz. regular and sleek cans, 16 oz. cans, shots, and bottles. The purchase price for the assets consists of a combination of $1,750,000 in cash, 27,000,000 shares of common stock, and the assumption or refinancing of Raw Pharma’s bank debts secured by equipment in the amount of $1,007,000. The Company is also assuming the lease of Raw Pharma’s 20,000 square foot facility and certain equipment leases. The Company assumed no other liabilities in the transaction. In March and April 2020, the Company produced and delivered 146,880 and 149,760, respectively, cans of beverage to CBD Life. In July 2020 CBD Life informed the Company that numerous cans of the delivered product were leaking. The Company has agreed to replace the production run at its own expense and accrued related cost of $68,648 as of March 31, 2020. The production-related costs, including start-up costs and production overruns, were approximately $109,000 in March 2020. The Company has not agreed to refund the sales amount or provide any other consideration to the customer. The Company has investigated the cause of the leaking cans and is in the process of remediating the equipment issues it believes caused the packaging failures. Management believes the manufacturing issues will be resolved and the plant will be able to resume all production by September 15, 2020. Management has also held discussions with the prior owners of Raw Pharma (where the product was produced prior to our acquisition) and is negotiating an agreement to compensate the Company for losses related to the equipment issues.

~~Table~~On April 29, 2020 the Company executed a $150,100 loan agreement with Comerica Bank under the Paycheck Protection Program (“PPP”) of ~~Contents~~the Small Business Administration (“SBA”). The loan bears interest at 1% and is due on April 29, 2022. If the Company meets certain PPP qualifications the loan will be forgiven by the SBA. Otherwise, monthly loan payments will commence November 1, 2020.

~~LSW~~On May 12, 2020 the Company executed ~~Holdings~~a Settlement Agreement and ~~Lily~~Release Liwith ~~filed~~Texas Wellness Center (“TWC”), a ~~Motion~~subsidiary of GL Brands, Inc., related to the 200,000 can production run the Company ran for ~~New~~TWC ~~Trial~~in September 2019. Pursuant to the Settlement Agreement the Company agreed to issue 17,500,000 ~~which~~shares ~~was~~of ~~overruled~~common bystock, ~~operation~~with a market value of ~~law~~$367,500, on the settlement date. As of December 31, 2019, the Company reversed the $322,000 previously recorded in September 2019, recorded a common stock payable of $367,500 and ~~failed~~accrued a $15,000 payment made to ~~timely~~TWC ~~file~~in aJanuary ~~Notice~~2020 to assist with TWC’s customer service-related issues. The companies mutually released each other from all other liabilities, including a $75,000 account payable to TWC for CBD used in the manufacturing of the ~~Appeal~~beverages. The companies further agreed that if RMHB ~~will~~files ~~begin~~a ~~its~~lawsuit ~~collection~~seeking ~~efforts~~damages against ~~LSW~~its ~~Holdings~~can ~~and~~vendor, ~~Lily~~it Liwould onpay ~~the~~TWC 30% ~~Final~~of ~~Judgment~~any net recovery. RMHB is not required to take any further action.

~~Rocky~~On May 20, 2020 the Company executed ~~Mountain~~a ~~High~~Release ~~Brands~~and Settlement Agreement with CHET-5 Broadcasting, Inc. v(“CHET-5”) Larelated ~~Dolce~~to ~~Vita~~a ~~Trust~~breach ~~and~~of ~~Christine~~contract ~~Guthrie,~~lawsuit filed Inby ~~Her~~CHET-5 ~~Capacity~~related Asto ~~Trustee,~~an Inadvertising contract between the Company and CHET-5. The ~~382nd~~Company ~~District~~agreed ~~Court of~~to ~~Rockwall~~pay ~~County~~CHET-5 $9,000 ~~Texas~~in cash and 425,000 ~~Cause~~shares ~~No.~~of ~~1-18-1608~~common stock in exchange for full mutual releases.

~~This is~~On aSeptember ~~case~~9, ~~whereby~~2020 the Company isissued ~~attempting~~420 toshares ~~collect~~of onSeries ~~the~~F ~~Default~~Preferred ~~Judgment~~Stock ~~obtained~~to ~~against~~GHS ~~Grisaffi.~~Investments, ~~More~~LLC ~~specifically~~in ~~the Company~~exchange isfor ~~requesting~~ the ~~Court~~maturity todate ~~order~~extensions ~~the~~on three Laconvertible ~~Dolce~~notes ~~Vita~~payable ~~Trust~~and to ~~turnover~~waive ~~fraudulently~~any ~~transferred~~breaches ~~assets~~related ~~and for additional relief necessary~~ to ~~enforce~~ the Company’s ~~judgment~~delinquent ~~against~~first ~~Grisaffi.~~and ~~This~~second ~~case~~quarter 2020 isfinancial ~~currently~~statement ~~set for trial for December 16, 2019~~filings.

~~Chet – 5 Broadcasting, Inc. v Rocky Mountain High Brands, Inc., Supreme Court of the State of New Your, County of Ulster, Case No. 18~~F-~~4416.~~17

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

~~NOTE 18~~Item –2. ~~Other~~Management’s ~~(Income)/Expenses~~Discussion and Analysis of Financial Condition and Results of Operations

~~Gain/Loss on~~Forward-Looking ~~Extinguishment of Debt~~Statements

OnCertain statements, other than purely ~~May~~historical 6information, ~~2019~~including ~~the~~estimates, ~~Company~~projections, ~~recorded~~statements arelating ~~gain~~to onour business plans, objectives, and expected operating results, and the ~~extinguishment~~assumptions ofupon ~~debt~~which ofthose ~~$689~~statements are based,~~991~~ ~~related~~are to“forward-looking statements.” These forward-looking statements generally are identified by the ~~amendment~~words of“believes,” ~~convertible~~“project,” ~~debt~~“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. ~~The~~Forward-looking ~~conversion~~statements ~~ratio~~are based on ~~all~~current ofexpectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the ~~Company’s~~forward-looking ~~fixed~~statements. ~~convertible~~Our ~~notes~~ability ~~payable~~to ~~outstanding~~predict asresults or the actual effect of ~~that~~future ~~date~~plans ~~(principal~~or ~~amount~~strategies is inherently uncertain. Factors which could have a material adverse effect on our operations ofand ~~$909~~future prospects on a consolidated basis include,~~000)~~ ~~was~~but ~~changed~~are ~~from~~not ~~$.005~~limited to: $changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles.05 These risks and ~~the~~uncertainties should ~~due~~also ~~dates~~be ~~were~~considered ~~extended.~~in evaluating forward-looking statements and undue reliance should not be placed on such statements.

~~Gain on~~Company ~~Lawsuit Judgment and Legal Settlement~~Overview

~~On May~~Rocky ~~30,~~Mountain ~~2019~~High ~~the Company recorded a gain on lawsuit judgment and legal settlement of $230~~Brands,~~840~~ ~~related to the settlement of a lawsuit the Company filed in 2017 against several defendants~~Inc. ~~The settlement was reached~~ onis ~~May 30, 2019 and included~~ a ~~$200,000~~Nevada ~~cash~~corporation. ~~payment~~RMHB bycurrently ~~the~~operates ~~defendants~~through toits ~~the~~parent ~~Company~~company, ~~the~~four ~~forgiveness~~wholly-owned ~~of debt of $30~~subsidiaries,~~840~~ ~~owed by the Company to~~ one ~~of the defendants~~majority-owned subsidiary, and ~~the~~one ~~return~~minority-owned ~~of 6~~subsidiary,~~750,000~~ ~~shares~~which ~~of common stock. During~~ the ~~three and nine months ended September 30, 2018 the~~ Company ~~recorded~~controls. ~~gains~~All ~~totaling~~subsidiaries ~~$688,724~~are inconsolidated ~~two~~for ~~separate~~financial ~~legal proceedings, including a judgment~~reporting ~~against its former chairman that resulted in a $654,289 gain and a settlement with a former customer that resulted in a gain of $34,435.~~purposes:

~~NOTE 19~~· –Rocky ~~Subsequent~~Mountain ~~Events~~High Brands, Inc., an active Nevada corporation (Parent)

~~Between October~~· 1Wellness For Life Colorado, ~~2019~~Inc. ~~and~~(“WFLC”) ~~November~~(f/k/a ~~13,~~Rocky ~~2019~~Mountain ~~the~~Hemp Company ~~issued~~and ~~7,649,037~~Wellness ~~shares~~For ofLife, ~~common stock~~Inc.), ~~all~~an ofactive ~~which~~Colorado ~~were~~corporation ~~for cash.~~(Subsidiary)

~~F-18~~· Rocky Mountain Productions, Inc. (“RMPI”), an active Nevada corporation (Subsidiary)

~~Table~~· ofEagle ~~Contents~~Spirit Land & Water Company (“Eagle Spirit”), an active Oklahoma corporation (Subsidiary)

~~Item 2.~~· ~~Management’s~~Rocky ~~Discussion~~Mountain ~~and~~High ~~Analysis~~Water ofCompany, ~~Financial~~LLC ~~Condition~~(“WaterCo”), ~~and~~an ~~Results~~active ofDelaware ~~Operations~~limited liability company (Subsidiary)

~~Forward-Looking Statements~~· FitWhey Brands Inc. (“FitWhey”), an active Nevada corporation (Subsidiary)

~~Certain statements,~~· ~~other~~Sweet ~~than purely historical information~~Rock, ~~including~~LLC ~~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.”~~Sweet ~~These forward-looking statements generally are identified by the words “believes,~~Rock” ~~“project~~),~~” “expects,”~~ ~~“anticipates,”~~an ~~“estimates,”~~active ~~“intends,”~~Michigan “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely 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~~liability incompany 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.(Subsidiary)

· Rocky Mountain High Clothing Company ~~Overview~~, Inc., an inactive Texas Corporation (Subsidiary)

~~Rocky Mountain~~· ~~High~~Smarterita, ~~Brands~~LLC, ~~Inc.~~an isinactive aTexas ~~Nevada~~limited ~~corporation.~~liability ~~RMHB currently operates through its parent~~ company, ~~three wholly-owned subsidiaries, one majority-owned subsidiary, and one minority-owned subsidiary, which the Company controls. All subsidiaries are consolidated for financial reporting purposes:~~(Subsidiary)

•RMHB is a consumer goods company that specializes in the developing, manufacturing, marketing, and distributing high-quality, health conscious, hemp oil and hemp extract-infused products that span various categories including beverage, food, fitness, skin care, and more. RMHB also markets a naturally high alkaline spring water as part of our brand portfolio. All products comply with federal regulations on hemp products and contain 0.0% tetrahydrocannabinol (“THC”), the psychoactive constituent of cannabis. Recently, through a newly created subsidiary of RMHB, Rocky Mountain ~~High Brands~~Productions, Inc., anthe ~~active~~Company ~~Nevada~~acquired ~~corporation~~a ~~(Parent)~~bottling and canning facility and is now also in the business of canning both its own beverages as well as canning beverages for other customers. Furthermore, as a result of equipment included in the acquisition of the facility, RMHB is also in the business of bottling hand sanitizer. Because of the demand resulting with the COVID-19 pandemic, RMHB anticipates continuing in the bottling of hand sanitizer for the foreseeable future.

~~• Wellness For Life Colorado, Inc. (“WFLC”) (f/k/a Rocky Mountain Hemp Company and Wellness For Life, Inc.), an active Colorado corporation (Subsidiary)~~4

•Table ~~Eagle~~of ~~Spirit Land & Water Company (“Eagle Spirit”), an active Oklahoma corporation (Subsidiary)~~Contents

•In ~~Rocky~~March ~~Mountain~~2018, ~~High~~the ~~Water~~ Company launched the HEMPd brand with gummies, ~~LLC~~water ~~(“WaterCo”)~~soluble drops, ancapsules, ~~active~~tinctures, ~~Delaware~~lotions, ~~limited~~and ~~liability~~salves. ~~company~~The ~~(Subsidiary~~Company introduced four flavors of HEMPd CBD-~~consolidated~~infused ~~beginning~~waters ~~November~~in 12, ~~2016)~~oz. cans in November 2018 and sold those beverages in carbonated and non-carbonated offerings in 2019.

•In July 2018, the Company acquired the assets of BFIT Brands, LLC and formed a new subsidiary, FitWhey Brands ~~Inc~~LLC. (“FitWhey~~”),~~ anmarketed ~~active~~a ~~Nevada~~line-up ~~corporation~~of ~~(Subsidiary)~~five water-based protein drinks that include caffeine and B vitamins. In August 2019 management determined the Company would suspend the production of FitWhey branded products until it develops a related hemp or CBD-infused product.

•On June 12, 2019 the Company organized Sweet Rock, LLC (“Sweet Rock”), ana ~~active~~51% ~~Michigan~~owned ~~limited~~company, ~~liability~~with ~~company~~Sweet ~~(Subsidiary)~~Ally, Inc. Sweet Rock will manufacture and market CBD-infused chocolates, hard candies, and baked goods for distribution in the United States.

•On ~~Rocky~~April ~~Mountain~~29, ~~High~~2020 ~~Clothing~~the Company formed Rocky Mountain Productions, Inc. (“RMPI”), ana ~~inactive~~wholly-owned ~~Texas~~Nevada ~~Corporation~~corporation. On April 30, 2020, RMPI purchased certain assets of Raw Pharma, LLC (~~Subsidiary~~“Raw Pharma”) including machinery, equipment, and fixtures. The facility has the capability to can and bottle products, including 12 oz. regular and sleek cans, 16 oz. cans, shots, and bottles.

•RMHB ~~Smarterita,~~also ~~LLC,~~bottles anand ~~inactive~~distributes ~~Texas~~its naturally ~~limited~~high ~~liability~~alkaline ~~company~~spring ~~(Subsidiary)~~water under the name Eagle Spirit Spring Water.

~~RMHB is~~Results a lifestyle brand management company that markets primarily CBD and hemp-infused products to health-conscious consumers. Our products span various categories including beverage, food, fitness, and skin care. RMHB also markets a naturally high alkaline spring water and 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 ~~cannabis.~~Operations

~~In March~~Three ~~2018,~~Months ~~the~~Ended ~~Company~~March ~~launched the HEMPd brand with gummies~~31, ~~water soluble drops, capsules, tinctures, lotions, and salves.~~ ~~The~~2020 ~~Company~~Compared ~~introduced~~to ~~four~~Three ~~flavors~~Months ofEnded ~~CBD-infused~~March ~~waters~~31, ~~in 12 oz. cans in November 2018.~~2019

~~In July~~Financial 2018, the Company acquired the assets of BFIT Brands, LLC and formed a new subsidiary, FitWhey Brands LLC. FitWhey markets a line-up of five water-based protein drinks that include caffeine and B vitamins.Summary

~~On June~~The ~~12,~~Company’s ~~2019~~sales for the ~~Company~~three months ~~organized~~ended ~~Sweet~~March ~~Rock~~31, ~~LLC~~2020 ~~(“Sweet~~were ~~Rock”)~~$113,443 acompared ~~51%~~to ~~owned~~sales ~~company,~~of ~~with Sweet Ally~~$76,429 ~~Inc.~~for ~~Sweet Rock~~the ~~will~~three ~~manufacture~~months ~~and~~ended ~~market~~March ~~CBD-infused chocolates~~31, ~~hard candies, and baked goods for distribution in the United States~~2019.

4The Company’s net loss for the three months ended March 31, 2020 was $979,622 compared to a net loss of $1,263,260 for the three months ended March 31, 2019.

~~Table of Contents~~Sales

~~RMHB~~For the three months ended March 31, ~~also~~2020 ~~bottles~~sales ~~and~~were ~~distributes~~$113,443 ~~its~~compared ~~naturally~~to ~~high~~sales ~~alkaline~~of ~~spring~~$76,429 ~~water~~for ~~under~~the three months ended March 31, 2019, an increase of $37,014 or 48%. The sales increase was driven by the ~~name~~sale of private label beverages to CBD Life. The increase was partially offset by a reduction in sales of HEMPd branded products as the Company sold off inventory in anticipation of a change in suppliers and lower Eagle Spirit Water ~~Spring~~sales ~~Water~~in 2020. For the three months ended March 31, 2020 sales consisted of approximately 70% private label sales, 18% online sales, 11% distributor sales, and ~~plans~~1% direct to ~~re-introduce~~retailer sales, compared to approximately 80% online sales, 2% distributor sales, ~~its~~and ~~hemp-infused~~18% ~~energy~~direct ~~drinks~~to ~~later~~retailer insales ~~2019~~for orthe ~~early~~three ~~2020~~months ended March 31, 2019.

~~Results~~ Cost of ~~Operations~~Sales

~~Three~~For the three months ended March ~~Months~~31, ~~Ended~~2020 ~~September~~cost 30of sales was $217,080 or 191% of sales, compared to $75,730 or 99% of sales for the three months ended March 31, 2019, ~~Compared~~an increase of $141,350 or 187%. The increase in 2020 was primarily due to ~~Three~~the ~~Months~~accrual ~~Ended~~of ~~September~~additional 30production costs related to CBD Life, ~~2018~~our private label customer. In July 2020 the customer informed the Company that numerous cans of the delivered product were leaking. The Company agreed to replace the entire production run at its own expense. As of March 31, 2020 the Company established an accrual of $68,648 for the estimated production costs with a corresponding increase in cost of sales. The Company also incurred start-up costs and production overruns related to CBD Life that increased the related cost of sales to approximately $109,000, resulting in a negative gross margin. Additionally in 2020, the Company sold off HEMPd inventory in anticipation of supplier changes and the resulting promotions caused a deterioration in gross margin.

~~Financial Summary~~Operating Expenses

~~The Company’s~~For ~~sales for~~ the three months ended ~~September~~March 3031, 2020, ~~2019~~operating expenses were $~~353~~628,~~863~~731 ~~compared~~or to554% ~~net~~of sales, ofcompared to $~~117~~1,~~117~~166,030 or 1526% of sales for the three months ended ~~September 30~~March 31, ~~2018~~2019. Areas in which the Company experienced significant changes in operating expenses are discussed below.

~~The Company’s net loss for the three months ended September 30, 2019 was $920,242 compared to a net loss of $991,972 for the three months ended September 30, 2018.~~5

~~Sales~~Table of Contents

~~For the~~General three months ended September 30, 2019 sales were $353,863 compared to net sales of $117,117 for the three months ended September 30, 2018, an increase of $236,746 or 202%. The sales increase was driven by the sale of private label beverages to a new customer. This increase was partially offset by a reduction in website sales due to the loss of the Company’s merchant services provider and lower Eagle Spirit Water sales in 2019. Website sales were negatively impacted by the loss of merchant services in the May 2019. A new merchant services provider that began processing in July 2019 proved to be unreliable so the Company made another change in October 2019. The Company completed a production run of its previously out-of-stock Eagle Spirit Water in late August 2019 that provided sales in September 2019. For the three months ended September 30, 2019 sales consisted of approximately 8% online sales, 91% private label sales, 0% distributor sales, and 1% direct to retailer sales, compared to approximately 79% online sales, 18% distributor sales, and 3% direct to retailer sales for the three months ended September 30, 2018.Administrative

~~Cost~~For the three months ended March 31, 2020, general and administrative expenses were $584,069 or 515% of ~~Sales~~sales, compared to $956,640 or 1252% of sales for the three months ended March 31, 2019, a decrease of $372,571 or 39%. The decrease in general and administrative expenses in 2020 was primarily driven by decreases in compensation and legal expenses.

~~For the~~Advertising three months ended September 30, 2019 cost of sales was $460,111 or 130% of sales, compared to $124,661 or 106% of sales for the three months ended September 30, 2018, an increase of $335,450 or 269%. The increase in 2019 was primarily due to the increase in sales for the same period. In 2019, $107,594 of cost of sales was due to inventory obsolescence compared to $13,721 in 2018. For the three months ended September 30, 2019 inventory obsolescence related to expired or unusable finished goods, ingredients, and packaging, primarily related to the FitWhey brand. In August 2019 management determined the Company would suspend the production of water-based protein and caffeine-infused products, which had been produced under the FitWhey brand, until it develops a related hemp or CBD-infused product and/or brand.Marketing

~~Operating~~For the three months ended March 31, ~~Expenses~~2020, advertising and marketing expenses were $44,662 or 39% of sales, compared to $209,390 or 274% of sales for the three months ended March 31, 2019, a decrease of $164,728 or 79%. The decrease in advertising and marketing expenses in 2020 was primarily due to the Company’s reduction in online advertising and outside marketing consultant and agency fees. Additionally, the Company incurs no advertising or marketing expenses related to private label sales.

~~For the~~Other ~~three~~(Income) months ended September 30, 2019, operating expenses were $836,669 or 236% of sales, compared to $1,163,839 or 994% of sales for the three months ended September 30, 2018. Areas in which the Company experienced significant changes in operating expenses are discussed below.Expense

~~General and~~Interest ~~Administrative~~Expense

For the three months ended ~~September~~March 3031, ~~2019~~ 2020, ~~general~~interest ~~and~~expense ~~administrative~~was ~~expenses were~~ $~~617~~151,~~378 or 174% of sales~~555, compared to $~~823~~293,~~173 or~~386 ~~703% of sales~~ for the three months ended ~~September~~March 3031, ~~2018~~2019, a decrease of $~~205~~141,~~795 or 25%~~831. The decrease in ~~general~~interest ~~and~~expense, ~~administrative expenses~~which inincludes ~~2019~~the ~~was~~amortization ~~primarily~~of ~~driven~~the bydiscount ~~decreases~~on inconvertible ~~compensation~~debt, ~~partially~~and ~~offset~~the byexcess ~~increases~~of the beneficial inconversion ~~legal~~feature ~~expenses~~on ~~and~~certain ~~research~~convertible ~~and~~notes ~~development~~payable, ~~costs~~was due to decreased debt activity in 2020.

~~Advertising and~~Loss ~~Marketing~~on Extinguishment of Debt

For the three months ended ~~September~~March 3031, ~~2019~~ 2020, ~~advertising~~the ~~and~~Company ~~marketing~~recorded ~~expenses~~a ~~were~~loss ~~$101,225~~on orextinguishment ~~29%~~ of ~~sales,~~debt ~~compared to $340,666 or 291%~~ of ~~sales for the three months ended September 30, 2018, a decrease of~~ $~~239~~74,~~441~~164 orrelated ~~70%. The decrease in advertising and marketing expenses in 2019 was due~~ to the ~~Company’s~~amendment ~~reduction~~and insettlement ~~online~~of ~~advertising~~convertible ~~and marketing~~notes payable. ~~This~~There was ~~primarily~~no ~~the result~~gain ofor ~~the~~ loss ~~of Company’s ability to sell product~~ on ~~its~~extinguishment ~~HEMPd~~of ~~website~~debt ~~after~~during the ~~loss~~three ofmonths ~~its~~ended ~~merchant~~March ~~services provider. Also~~31, ~~private label customers are responsible for their own advertising so the Company does not bear those costs~~2019.

5Gain on Change in Fair Value of Derivative Liability

~~Table~~For the three months ended March 31, 2020, the Company recorded a loss on the change in fair value of ~~Contents~~derivative liability of $21,535 compared to a gain of $195,457 for the three months ended March 31, 2019. In 2020 the loss resulted from the change in the convertibility of two convertible notes payable that were made in February and March 2020 and increase in the valuation of the related derivative liability based on the change in the market value of the Company’s common stock. The gain in 2019 was due to the decrease in the market value of the Company’s common stock between January 1, 2019 and March 31, 2019.

~~Impairment Expense~~Income Taxes

For the three months ended ~~September~~March 3031, ~~2019, impairment expense was $118,066 or 33% of sales. There was no impairment expense for~~ ~~the~~2020 ~~three~~and ~~months ended September 30, 2018. The~~ 2019 ~~impairment~~the ~~expense~~Company ~~was~~recorded ano ~~result~~income oftax ~~management’s~~provision ~~decision~~due to ~~suspend the production of water-based protein and caffeine-infused products, which had been produced under the FitWhey brand, until it develops~~ a ~~related~~full ~~hemp~~valuation orallowance ~~CBD-infused~~provided ~~product~~on ~~and/or~~deferred ~~brand.~~tax ~~The~~assets ~~Company impaired all software, formula, trademark, and goodwill~~resulting ~~assets~~from ~~related~~net tooperating ~~FitWhey~~losses.

~~Other (Income)~~Net ~~Expense~~Loss Attributable to Noncontrolling Interests

~~Interest~~For the three months ended March 31, ~~Expense~~2020 the Company recorded no income or loss attributable to noncontrolling interests as there was no activity in its 51%-owned subsidiary, Sweet Rock. There were no noncontrolling interests in 2019.

~~For the~~Liquidity three months ended September 30, 2019, interest expense was $296,692, compared to $580,904 for the three months ended September 30, 2018, a decrease of $284,212. The decrease in interest expense, which includes the amortization of the discount on convertible debt, and ~~the~~Capital ~~excess of the beneficial conversion feature on certain convertible notes payable, was due to decreased debt levels and activity in 2019.~~Resources

~~Gain~~As of March 31, 2020 the Company onhad ~~Lawsuit~~working ~~Judgment~~capital of ($3,117,795). The Company had current assets of $490,839, consisting of cash and ~~Legal~~restricted ~~Settlement~~cash of $123,450, accounts receivable (net) of $6,738, inventory of $221,733, and prepaid expenses and other current assets of $138,918. As of March 31, 2020, the Company had current liabilities of $3,608,634, consisting of accounts payable and accrued liabilities of $1,275,362, convertible notes payable (net) of $1,015,967, notes payable of $30,000, accrued interest of $90,551, deferred revenue of $462,791, and derivative liability of $733,963.

For the three months ended September 30, 2018, the Company recorded a gain on lawsuit judgment and legal settlement of $688,724 related to two separate legal proceedings, including a judgment against its former chairman that resulted in a $654,289 gain and a settlement with a former customer that resulted in a gain of $34,435. There were no such gains for the three months ended September 30, 2019.6

~~Gain on~~Table ~~Change in Fair Value~~ of ~~Derivative Liability~~Contents

~~For the~~Cash ~~three~~flows months ended September 30, 2019, the Company recorded a gain on the change in fair value of derivative liability of $319,367 compared to a gain of $71,591 for the three months ended September 30, 2018. In 2019 the gain resulted from ~~the~~operating decrease in the price of the Company’s underlying stock at the end of the period, which is used to calculate the fair value of the related derivative liability, thereby reducing the derivative liability resulting in a gain.activities

~~Income~~Net cash used in operating activities ~~Taxes~~during the three months ended March 31, 2020 was $431,839 compared to $1,350,130 used during the three months ended March 31, 2019. The change was principally driven by the reduced net loss and increase in accounts payable in 2020.

~~For the~~Cash ~~three~~flows ~~months ended September 30, 2019 and September 30, 2018, the Company recorded no income tax provision due to a full valuation allowance provided on deferred tax assets resulting~~ from ~~net~~investing ~~operating losses.~~activities

Net cash provided by investing activities ~~Loss~~was ~~Attributable~~$1,209 toduring ~~Noncontrolling~~the ~~Interests~~three months ended March 31, 2020. This represents the Company’s proceeds from the sale of miscellaneous office furnishings. There were no cash flows from investing activities during the three months ended March 31, 2019.

~~For the~~Cash ~~three~~flows ~~months~~from ~~ended~~financing September 30, 2019 the Company incurred expenses of $3,120 in its 51%-owned subsidiary, Sweet Rock. The 49% allocated to noncontrolling interests was $1,529. There were no noncontrolling interests in 2018.activities

~~Nine~~Net cash provided by financing activities ~~Months~~during ~~Ended~~the ~~September~~three 30months ended March 31, ~~2019~~2020 ~~Compared~~was $486,000 compared to ~~Nine~~$1,013,899 ~~Months~~during ~~Ended~~the ~~September~~three 30months ended March 31, ~~2018~~2019. During the three months ended March 31, 2020, the Company received proceeds of $275,000 from the issuance of convertible notes payable and $211,000 from the issuance of preferred stock. During the three months ended March 31, 2019 the Company received proceeds from the issuance of common stock of $1,017,046 and paid $3,147 on notes payable.

~~Financial Summary~~Outstanding Material Indebtedness

~~The~~ Recently, the Company’s operations have been funded primarily through the private sales ~~for~~of common stock or the ~~nine~~issuance ~~months~~of ~~ended~~convertible ~~September~~promissory 30notes, ~~2019~~which ~~were~~are currently convertible to common stock at a fixed prices ranging from $~~466,864~~0.01 ~~compared~~to $0.03 or at a discount to ~~net~~market ~~sales~~price (as defined in the agreements) of ~~$240~~50%. As of March 31,~~701~~ ~~for~~2020, the ~~nine months~~Company ~~ended~~had ~~September~~total 30notes payable outstanding of $1,378,824, ~~2018~~less a discount of $332,857.

~~The Company’s~~Known ~~net~~Trends ~~loss~~and ~~for~~Uncertainties Expected ~~the nine months ended September 30, 2019 was $2,850,672 compared~~ to Have a ~~net~~Material ~~loss~~Impact ofon ~~$4,701,831 for the nine months ended September 30, 2018.~~Revenues

6We expect our revenues to increase materially during the remainder of 2020 and in 2021, primarily due to anticipated sales of hand sanitizer. We also expect revenue growth from our HEMPd branded CBD-infused flavored waters and other HEMPd branded products.

~~Table~~Future ofLiquidity ~~Contents~~Requirements

~~Sales~~The Company’s anticipated operational shortfall for the next twelve months is $1,500,000 to $2,000,000. We plan to utilize the SPA executed with GHS in June 2018, as well as bridge financing, to raise the required capital.

~~For the~~Off ~~nine~~Balance ~~months~~Sheet ended September 30, 2019 sales were $466,864 compared to net sales of $240,701 for the nine months ended September 30, 2018, an increase of $226,163 or 94%. The sales increase in 2019 was driven by the sale of private label beverages to a new customer. This increase was partially offset by a reduction in website sales due to the loss of the Company’s merchant services provider and lower Eagle Spirit Water sales in 2019. Website sales were negatively impacted by the loss of merchant services in the May 2019. A new merchant services provider that began processing in July 2019 proved to be unreliable so the Company made another change in October 2019. The Company completed a production run of its previously out-of-stock Eagle Spirit Water in late August 2019 that provided sales in September 2019. Due to production-related issues, the Company was out-of-stock of Eagle Spirit Water for most of 2019. For the nine months ended September 30, 2019 sales consisted of approximately 27% online sales, 69% private label sales, 0% distributor sales, and 4% direct to retailer sales, compared to approximately 71% online sales, 20% distributor sales, and 9% direct to retailer sales for the nine months ended September 30, 2018.Arrangements

~~Cost~~ As of ~~Sales~~March 31, 2020, there are no off-balance sheet arrangements.

~~For the~~Going nine months ended September 30, 2019 cost of sales was $574,695 or 123% of sales, compared to $300,875 or 125% of sales for the nine months ended September 30, 2018, an increase of $273,820 or 91%. The increase in 2019 was primarily due to the increase in sales for the same period. In 2019, $107,594 of cost of sales was due to inventory obsolescence compared to $25,145 in 2018. For the nine months ended September 30, 2019 inventory obsolescence related to expired or unusable finished goods, ingredients, and packaging, primarily related to the FitWhey brand. In August 2019 management determined the Company would suspend the production of water-based protein and caffeine-infused products, which had been produced under the FitWhey brand, until it develops a related hemp or CBD-infused product and/or brand.Concern

~~Operating~~The accompanying financial statements ~~Expenses~~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. As of March 31, 2020 the Company has a shareholders’ deficit of $3,068,124 and an accumulated deficit of $41,264,767 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.

For the nine months ended September 30, 2019, operating expenses were $2,858,530 or 612% of sales, compared to $3,435,262 or 1427% of sales for the nine months ended September 30, 2018. Areas in which the Company experienced significant changes in operating expenses are discussed below.7

~~General and~~Table ~~Administrative~~of Contents

~~For~~The Company has historically funded its operations with sales of equity and debt securities. The COVID-19 pandemic of 2020 has added uncertainty into the ~~nine~~financial markets ~~months~~that ~~ended~~the ~~September~~Company ~~30,~~relies ~~2019,~~on ~~general~~for ~~and~~its ~~administrative~~operating ~~expenses~~and ~~were~~investment ~~$2,270,864~~funding. orIt ~~486%~~is ofunclear ~~sales~~how long, ~~compared~~or to $2what extent,~~813,479~~ the pandemic orwill ~~1169%~~impact ofthe ~~sales~~Company ~~for~~in ~~the~~2020 ~~nine~~and ~~months~~beyond. ~~ended~~On ~~September~~April 30, ~~2018,~~2020 athe ~~decrease~~Company purchased certain assets of ~~$542~~Raw Pharma,~~615~~ orLLC ~~19%~~(“Raw Pharma”) and agreed to sublease Raw Pharma’s production facility. ~~The~~Management ~~decrease~~believes inits ~~general~~Securities ~~and~~Purchase ~~administrative~~Agreement ~~expenses~~dated inDecember 20, 2019 ~~was~~with ~~primarily~~GHS ~~driven~~Investments, byLLC ~~decreases~~(“GHS”), inalong ~~compensation,~~with ~~partially~~bridge ~~offset~~financing byfrom ~~increases~~GHS or other sources, will inprovide ~~legal~~sufficient ~~expenses~~funds ~~and~~to ~~research~~make ~~and~~up ~~development~~for ~~costs~~any operating cash flows.

~~Advertising~~The Company’s business has been adversely affected by the instability, disruption, and ~~Marketing~~quarantine restrictions caused by the recent COVID-19 pandemic. The COVID-19 pandemic may cause customers to suspend their decisions on ordering our products, make it impossible to attend or sponsor trade shows or other conferences in which our products are presented to distributors, customers and potential customers, for our customers to visit our physical location, and give rise to sudden significant changes in regional and global economic conditions and cycles that could interfere with purchases of goods, or commitments to develop new brands and private label products.

~~For the~~Significant ~~nine~~disruptions ~~months~~to ~~ended~~communications and ~~September 30~~travel, ~~2019,~~including ~~advertising~~travel restrictions and ~~marketing~~other ~~expenses~~protective ~~were~~quarantine ~~$469,600~~measures oragainst ~~101%~~COVID-19 ofby ~~sales,~~governmental ~~compared to $621~~agencies,~~783~~ have orincreased ~~258%~~the ofdifficulty ~~sales~~in ~~for~~delivering ~~the~~goods ~~nine~~to ~~months~~our ~~ended~~customers ~~September~~and ~~30,~~could ~~2018,~~ultimately amake ~~decrease~~such ofdeliveries ~~$152,183 or 24%~~impossible. ~~The~~Travel ~~decrease~~restrictions and inprotective ~~advertising~~measures ~~and marketing~~against ~~expenses~~COVID-19 incould ~~2019~~cause ~~was~~us ~~due~~ to ~~the~~incur ~~Company’s~~additional ~~reduction~~unexpected inlabor ~~online~~costs ~~advertising~~ and ~~marketing.~~expenses ~~This~~or ~~was~~could ~~primarily the~~restrain ~~result~~our ~~of the loss of Company’s~~ ability to ~~sell~~retain ~~product on its HEMPd website after~~ the ~~loss~~highly ofskilled ~~its~~personnel ~~merchant~~we ~~services~~need ~~provider. Also, private label customers are responsible~~ for ~~their~~our ~~own advertising so the Company does not bear those costs~~operations.

~~Impairment~~The COVID-19 pandemic has added uncertainty to the financial ~~Expense~~markets that the Company relies on for its operating and investment funding. It has also negatively impacted the Company’s ability to meet its external financial reporting deadlines.

~~For the~~Item ~~nine months ended September 30, 2019, impairment expense was $118,066 or 33% of sales~~3. ~~There~~Quantitative ~~was no impairment expense for the nine months ended September 30, 2018. The 2019 impairment expense was a result of management’s decision to suspend the production of water-based protein~~ and ~~caffeine-infused~~Qualitative ~~products,~~Disclosures ~~which~~about ~~had~~Market been produced under the FitWhey brand, until it develops a related hemp or CBD-infused product and/or brand. The Company impaired all software, formula, trademark, and goodwill assets related to FitWhey.Risk

7A smaller reporting company is not required to provide the information required by this Item.

~~Table~~Item of4. ~~Contents~~Controls and Procedures

~~Other~~We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (~~Income~~as defined in Exchange Act Rules 13a-15(e) and ~~Expense~~15d-15(e)) as of March 31, 2020. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, David Seeberger, 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, 2020 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, 2020.

~~Interest~~Our management identified the following ~~Expense~~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.

~~For~~Disclosure controls and procedures ~~the~~are ~~nine~~controls ~~months~~and ~~ended~~other ~~September~~procedures ~~30,~~that ~~2019,~~are ~~interest~~designed ~~expense~~to ~~was~~ensure ~~$929,446,~~that ~~compared~~information required to ~~$3,763,602~~be ~~for~~disclosed ~~the~~in ~~nine~~our ~~months~~reports ~~ended~~filed ~~September~~or ~~30,~~submitted ~~2018,~~under athe ~~decrease~~Exchange ofAct $2are recorded,~~834~~ processed,~~156.~~ ~~The~~summarized ~~decrease~~and inreported, ~~interest~~within ~~expense,~~the ~~which~~time ~~includes~~periods specified in the ~~amortization~~SEC's rules ofand ~~the~~forms. ~~discount~~Disclosure oncontrols ~~convertible debt~~and procedures include, without limitation, controls and ~~the~~procedures ~~excess~~designed ofto ensure that information required to be disclosed in our reports filed under the ~~beneficial~~Exchange ~~conversion~~Act ~~feature~~is onaccumulated ~~certain~~and ~~convertible~~communicated ~~notes~~to ~~payable~~management, including ~~was~~our ~~due~~Chief Executive Officer and Chief Financial Officer, to ~~decreased~~allow ~~debt~~timely ~~levels and~~decisions ~~activity~~regarding inrequired ~~2019~~disclosure.

~~(Gain) Loss~~Limitations on ~~Extinguishment~~the Effectiveness of ~~Debt~~Internal Controls

~~For~~Our management does not expect that ~~the~~our ~~nine~~disclosure ~~months~~controls ~~ended~~and ~~September~~procedures ~~30,~~or ~~2019~~our internal control over financial reporting will necessarily prevent all fraud and material error. Further, the ~~Company~~design ~~recorded~~of a ~~gain~~control onsystem must reflect the ~~extinguishment~~fact ofthat ~~debt~~there ofare ~~$689~~resource constraints,~~991~~ ~~related~~and the benefits of controls must be considered relative to their costs. Because of the ~~amendment~~ inherent limitations in all control systems, no evaluation of ~~convertible~~controls ~~debt.~~can ~~The~~provide ~~conversion~~absolute ~~ratio~~assurance onthat all control issues and instances of fraud, if any, within the Company’s ~~fixed~~have ~~convertible~~been detected. ~~notes~~These ~~payable~~inherent ~~outstanding as~~limitations ofinclude ~~May~~the 6realities that judgments in decision-making can be faulty, ~~2019~~and ~~was~~that ~~changed~~breakdowns can ~~from~~occur ~~$.005~~because toof $simple error or mistake.05 ~~and~~Additionally, controls can be circumvented by the ~~due~~individual ~~dates~~acts ~~were~~of ~~extended~~some persons, by collusion of two or more people, or by management override of the internal control. The ~~Company~~design ~~recorded~~of aany ~~$191,138~~system ~~loss~~of oncontrols ~~extinguishment~~also ofis ~~debt~~based ~~for~~in part upon certain assumptions about the ~~nine~~likelihood ~~months~~of ~~ended~~future ~~September~~events, 30and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, ~~2018~~control asmay abecome ~~result~~inadequate because of changes in conditions, or the ~~conversion~~degree of ~~variable~~compliance ~~rate~~with ~~convertible~~the ~~notes~~policies ~~payable into~~or ~~common~~procedures ~~stock~~may deteriorate.

~~Gain on Lawsuit Judgment and Legal Settlement~~8

~~For the~~Table ~~nine months ended September 30, 2019, the Company recorded a gain on lawsuit judgment and legal settlement~~ of $230,840 related to the settlement of a lawsuit the Company filed in 2017 against several defendants. The settlement was reached on May 30, 2019 and included a $200,000 cash payment by the defendants to the Company, the forgiveness of debt of $30,840 owed by the Company to one of the defendants, and the return of 6,750,000 shares of common stock. For the nine months ended September 30, 2018, the Company recorded a gain on lawsuit judgment and legal settlement of $688,724 related to two separate legal proceedings, including a judgment against its former chairman that resulted in a $654,289 gain and a settlement with a former customer that resulted in a gain of $34,435.Contents

~~Gain on~~PART ~~Change~~II in– ~~Fair~~OTHER ~~Value of Derivative Liability~~INFORMATION

~~For the~~Item nine months ended September 30, 2019, the Company recorded a gain on the change in fair value of derivative liability of $124,304 compared to a gain of $2,059,621 for the nine months ended September 30, 20181. InLegal both periods the gain resulted from the decrease in the price of the Company’s underlying stock at the end of the period, which is used to calculate the fair value of the related derivative liability, thereby reducing the derivative liability resulting in a gain.Proceedings

~~Income~~Please refer to our Annual Report on ~~Taxes~~Form 10-K filed July 9, 2020 for information regarding our pending legal proceedings. There are no updates to the information disclosed in that filing.

~~For the~~Item ~~nine~~1A. ~~months~~Risk ~~ended September 30, 2019 and September 30, 2018, the Company recorded no income tax provision due to a full valuation allowance provided on deferred tax assets resulting from net operating losses.~~Factors

~~Net Loss~~A ~~Attributable~~smaller reporting company is not required to ~~Noncontrolling~~provide ~~Interests~~the information required by this Item.

~~For the~~Item ~~nine~~2. ~~months~~Unregistered ~~ended~~Sales ~~September~~of ~~30,~~Equity ~~2019~~Securities ~~the~~and ~~Company~~Use ~~incurred expenses~~ of ~~$3,120 in its 51%-owned subsidiary, Sweet Rock. The 49% allocated to noncontrolling interests was $1,529. There were no noncontrolling interests in 2018.~~Proceeds

~~Liquidity~~The following equity securities were issued between June 1, 2020 and ~~Capital~~September ~~Resources~~2, 2020:

As of September 30, 2019, the Company had current assets of $1,071,934, consisting of cash of $68,811, accounts receivable (net) of $326,470, inventory of $278,212, and prepaid expenses and other current assets of $398,441. As of September 30, 2019, the Company had current liabilities of $2,170,032, consisting of accounts payable and accrued liabilities of $693,022, convertible notes payable (net) of $651,775, notes payable of $30,000, accrued interest of $65,405, deferred revenue of $466,300, and derivative liability of $263,530.

Date	Name	Shares Issued	Issue Price	Description	Exemption
7/15/2020	Brian Rose	854,701	$ 0.0234	Shares Sold	Rule 506
7/21/2020	Charles Smith	213,676	$ 0.0234	Shares Sold	Rule 506
7/28/2020	Lyon Pride Media, LLC	4,000,000	$ 0.02905	Legal Settlement	Rule 506
8/17/2020	Winton Morrison	213,676	$ 0.0234	Shares Sold	Rule 506

~~Cash~~Item ~~flows~~3. ~~from~~Defaults ~~operating~~upon ~~activities~~Senior Securities

Net cash used in operating activities during the nine months ended September 30, 2019 was $2,847,933 compared to $(3,102,165) used during the nine months ended September 30, 2018. The change was principally driven by the 2019 increase in accounts receivable and the buildup of inventory and prepaid expenses and other current assets in anticipation of production runs.None

8Item 4. Mine Safety Disclosures

~~Table of Contents~~Not applicable.

~~Cash~~Item ~~flows~~5. ~~from~~Other ~~investing activities~~Information

~~Net cash used in investing activities was $500 during the three months ended September 30, 2019~~None. This represents the Company’s investment in Sweet Rock, LLC. During the nine months ended September 30, 2018 net cash used in investing activities was $44,228. In 2018, the Company invested $31,220 in new software for the HEMPd brand and acquired new computer equipment.

~~Cash~~Item ~~flows~~6. ~~from financing activities~~Exhibits

Net cash provided by financing activities during the nine months ended September 30, 2019 was $2,303,558 compared to $3,199,907 during the nine months ended September 30, 2018. In 2019, proceeds of $1,943,551 were from the issuance of common stock compared to $2,558,045 in 2018. Also in 2019, the Company repaid $7,498 on notes payable compared to $10,206 in 2018. In 2019, the Company received proceeds of $367,500 related to the issuance of convertible notes payable compared to $825,000 in 2018. In 2018 the Company repaid $172,932 of convertible notes payable.

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 formatted in Extensible Business Reporting Language (XBRL)

~~Outstanding Material Indebtedness~~9

~~Recently, the~~Table ~~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 $0.03 to $0.05 or at a discount to market price (as defined in the agreements) of 50%. As of September 30, 2019, the Company had total notes payable outstanding of $681,775 (net of discount).Contents

~~Known Trends and Uncertainties Expected to Have a Material Impact on Revenues~~SIGNATURES

WePursuant ~~expect our revenues~~ to ~~increase materially during~~ the ~~remainder~~requirements of 2019 and in 2020, primarily due to anticipated sales under our private label manufacturing contracts with CBD Alimentos SA de CV (“CBD Alimentos”) and Texas Wellness Center, Inc. (“Green Lotus”). Although the ~~initial~~Securities ~~order~~Exchange ~~from~~Act ~~CBD Alimentos was expected during the second quarter~~ of ~~2018~~1934, ~~we received~~ the ~~initial~~registrant ~~order~~has ~~and~~duly acaused ~~$466,300~~this ~~deposit in~~report ~~December 2018. Due~~ to ~~production-related~~be ~~issues,~~signed weon ~~delayed~~its ~~the initial production run of 2,000,000 cans and now expect to~~behalf ~~begin~~by ~~production of~~ the ~~initial~~undersigned ~~order~~thereunto induly ~~the fourth quarter of 2019~~authorized. We completed the first production run of 200,000 cans of Green Lotus in September 2019 and expect additional purchase orders. We also expect revenue growth from our HEMPd branded CBD-infused flavored waters and other HEMPd branded products. Revenue from the 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 products.

~~Future~~Rocky Mountain High ~~Liquidity~~Brands, ~~Requirements~~Inc.

~~The Company’s~~Date: ~~anticipated operational shortfall for the next twelve months is $1,500,000 to $2,000,000. We plan to utilize the~~September ~~SPA executed with GHS in June 2018~~10, ~~as well as bridge financing, to raise the required capital.~~2020

~~Off~~By: /s/ ~~Balance~~David ~~Sheet Arrangements~~Seeberger

~~As of~~David ~~September 30, 2019, there are no off-balance sheet arrangements.~~Seeberger

~~Going~~Title: President ~~Concern~~and Chief Executive Officer

~~The~~Date: 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 $1,039,280 and an accumulated deficit of $37,867,494 as of September 3010, 2019 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.2020

~~On June 27, 2018, the Company entered into a Securities Purchase Agreement (“SPA”) with GHS Investments, LLC (“GHS”), which provides for GHS to purchase up to $15,000,000 of the Company’~~By: /s ~~common stock over a 24-month period based on a contractually~~/ ~~agreed~~Jens upon market discount. The SPA replaces the Equity Financing Agreement 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 the 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. This registration statement became effective on June 18, 2019 and the Company began selling shares in June. Management believes the SPA, along with bridge financing from GHS, will provide sufficient cash flows until cash flows from operations become consistently positive.Mielke

9Jens Mielke

~~Table~~Title: ofChief Financial ~~Contents~~Officer

~~Item 3. Quantitative and Qualitative Disclosures about Market Risk~~10

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 September 30, 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 September 30, 2019 our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the nine months ended September 30, 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.

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Please refer to our Annual Report on Form 10-K filed April 15, 2019 for information regarding our pending legal proceedings. There are no updates to the information disclosed in that filing.

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 August 13, 2019 and November 18, 2019:

Date	Name	Shares Issued	Issue Price	Description	Exemption
8/23/2019	GHS Investments	1,466,625	$ 0.050	Shares Sold	Rule 506
9/6/2019	GHS Investments	1,735,793	0.050	Shares Sold	Rule 506
9/20/2019	GHS Investments	1,592,938	0.039	Shares Sold	Rule 506
10/4/2019	GHS Investments	1,609,177	0.033	Shares Sold	Rule 506
10/17/2019	GHS Investments	1,947,826	0.029	Shares Sold	Rule 506
10/30/2019	GHS Investments	1,982,323	0.026	Shares Sold	Rule 506
11/12/2019	GHS Investments	2,109,711	0.026	Shares Sold	Rule 506

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 formatted in Extensible Business Reporting Language (XBRL)

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Rocky Mountain High Brands, Inc.

Date: November 19, 2019

By: /s/ Michael Welch

Michael Welch

Title: Chairman of the Board of Directors, President, and Chief Executive Officer

Date: November 19, 2019

By: /s/ Jens Mielke

Jens Mielke

Title: Chief Financial Officer

Filing Compare · Rocky Mountain High Brands, Inc.