SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~September 617, 2020

ROCKY MOUNTAIN HIGH BRANDS, INC.

(Exact name of the registrant as specified in its charter)

Nevada	000-55609	90-0895673
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 Shiloh Rd., Suite 200, Plano, Texas

75074

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 800-260-9062

______________________________________________________

(Former name or address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

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. [ ]

~~SECTION~~Section 41 – ~~Matters Related~~Registrant’s ~~to Accountants~~ Business and ~~Financial Statements~~Operations

Item 41.01 ~~Changes~~Entry inInto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement

On ~~October~~September 717, 2020, wepursuant ~~dismissed~~to ~~Prager~~an Equipment ~~Metis~~Purchase ~~CPAs,~~Agreement ~~LLC~~ (the “~~Former~~Agreement”) ~~Accountant~~with Mogul Trading, LLC (“Mogul”), aswe ~~our~~purchased ~~independent~~certain ~~registered~~bottling ~~public~~and other ~~accounting~~equipment ~~firm.~~for Onuse ~~October~~by 6,our ~~2020, we~~co-packing ~~engaged~~subsidiary ~~M&K~~in ~~CPAs~~Plano, ~~PLLC~~Texas. (Under the ~~“New~~Agreement, ~~Accountant”)~~we asissued Mogul 32,000,000 shares of our ~~new~~common ~~independent~~stock ~~registered~~as ~~public~~the ~~accounting~~purchase ~~firm~~price. The ~~engagement of~~purchase ~~the~~price ~~New~~included ~~Accountant~~delivery ~~was~~and ~~approved~~installation byof the ~~Company’s~~equipment ~~Board~~at ofour ~~Directors~~plant ~~effective October 7~~in Plano, ~~2020~~Texas.

~~The~~Section ~~Former~~3 ~~Accountant’s~~– ~~audit~~Securities ~~reports on the financial statements of the Company for the fiscal years ended December 31, 2019~~ and ~~2018 contained no adverse opinion or~~Trading disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, with the exception of substantial doubt regarding our ability to continue as a going concern.Markets

~~During the fiscal years ended December 31, 2019 and 2018, and during all interim periods up through October 7, 2020, there were no “disagreements” (as such term is defined in~~ Item ~~304~~3.02 ofUnregistered ~~Regulation~~Sales ~~S-K) with the Former Accountant on any matter~~ of ~~accounting~~Equity principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.Securities

~~During~~The ~~the~~shares ~~fiscal~~issued ~~years~~to ~~ended~~Mogul ~~December 31,~~under ~~2019 and 2018, and through all interim periods ended October 7, 2020, there were~~ the ~~following “reportable events”~~Agreement ~~(as~~were ~~such~~issued ~~term~~in isa ~~defined~~private intransaction ~~Item~~to ~~304~~a ofsingle ~~Regulation S-K)~~entity. AsWe ~~disclosed~~did innot ~~Part~~engage I,in ~~Item~~any 4general ofsolicitation ~~the~~or ~~Company’s~~advertising ~~Form~~in ~~10-Q for the~~connection ~~quarterly~~with ~~period~~this ~~ended~~issuance. ~~March 31~~Accordingly, ~~2020,~~ the ~~Company’s~~stock ~~management~~issuances ~~determined~~as ~~that~~described ~~the~~above ~~Company’s internal controls over financial reporting~~ were ~~not~~exempt ~~effective~~from asregistration ofunder ~~the~~Section ~~end~~4(a)(2) of ~~such period due to~~ the ~~existence~~Securities ~~of material weaknesses related to the following:~~Act.

~~(i)~~Section ~~inadequate~~9 ~~segregation~~– ofFinancial ~~duties~~Statements and ~~ineffective risk assessment; and~~Exhibits

(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.

These material weaknesses have not been remediated as of the date of this Current Report on Form 8-K.

Other than as disclosed above, there were no reportable events during the fiscal years ended December 31, 2019 and 2018, and through all interim periods through October 7, 2020. The Company authorized the Former Accountant to respond fully and without limitation to all requests of the New Accountant concerning all matters related to the audited periods by the Former Accountant, including with respect to the subject matter of each reportable event.

Prior to retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K).

On October 7, 2020, the Company provided the Former Accountant with its disclosures in this Current Report on Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current Report on Form 8-K.

SECTION 9- FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
16.1	Letter from Prager Metis CPAs, LLC to the Securities and Exchange Commission
10.1	Equipment Purchase Agreement with Mogul Trading, LLC
99.1	Press Release

SIGNATURES

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

ROCKY MOUNTAIN HIGH BRANDS, INC.

Date: ~~October~~ 13November 18, 2020

By: /s/ David Seeberger

David Seeberger

Chief Executive Officer

Filing Compare · Rocky Mountain High Brands, Inc.