Quarterly Report (10-q)

Date : 05/20/2019 @ 9:06PM
Source : Edgar (US Regulatory)
Stock : Rocky Mountain High Brands Inc (QB) (RMHB)
Quote : 0.034  -0.0005 (-1.45%) @ 9:29PM

Quarterly Report (10-q)

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 March 31, 2019

 

[ ]       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 LBJ Freeway, Suite 200, Dallas, TX 75243

(Address of principal executive offices)

 

(800)-260-9062

(Registrant’s telephone number)

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

 

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

 

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

 

[ ] Large accelerated filer [ ] Accelerated filer

 

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

 

[X] Emerging growth company

 

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

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 105,598,650 common shares as of May 17, 2019.

 

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

  1  

 

 

 

 

 

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 8
Item 4: Controls and Procedures 8
 

 

PART II – OTHER INFORMATION

 

 
Item 1: Legal Proceedings 9
Item 1A: Risk Factors 9
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 9
Item 3: Defaults Upon Senior Securities 9
Item 4: Mine Safety Disclosures 9
Item 5: Other Information 9
Item 6: Exhibits 9

 

  2  

 

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 March 31, 2019 and December 31, 2018 (unaudited);
F-2 Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 (unaudited);
F-3 Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018 (unaudited);
F-4 Consolidated Statements of Shareholders’ Deficit for the three months ended March 31, 2019 and 2018 (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 March 31, 2019 are not necessarily indicative of the results that can be expected for the full year.

 

  3  

 

 

Rocky Mountain High Brands, Inc.

Consolidated Balance Sheets

(Unaudited)

 

    March 31, 2019   December 31, 2018
CURRENT ASSETS              
               
Cash   $ 277,455     $ 613,686
Accounts Receivable, net of allowance of $2,544 and $5,275, respectively     9,909       17,324
Inventory     439,066       146,722
Prepaid Expenses and Other Current Assets     449,017       388,074
TOTAL CURRENT ASSETS     1,175,447       1,165,806
               
Property and Equipment, net     30,119       34,280
Intangible Assets     141,899       148,647
Other Assets     16,767       26,245
               
TOTAL ASSETS   $ 1,364,232     $ 1,374,978
               
LIABILITIES AND SHAREHOLDERS' DEFICIT              
               
CURRENT LIABILITIES              
               
Accounts Payable and Accrued Liabilities   $ 631,595     $ 505,214
Convertible Notes Payable, net of debt discount     760,346       666,596
Notes Payable     34,346       37,493
Accrued Interest     43,164       25,758
Deferred Revenue     466,300       466,300
Derivative Liability     201,907       376,172
TOTAL CURRENT LIABILITIES     2,137,658       2,077,533
               
SHAREHOLDERS' DEFICIT              
Preferred Stock - Series A - Par Value of $.001;  1,000,000 shares designated; No shares issued and outstanding as of March 31, 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, 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, 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, 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, 2019 and December 31, 2018     —         —  
Common Stock - Par Value of $.001;  200,000,000 shares authorized; 104,169,609 shares issued and outstanding as of March 31, 2019; 94,580,869 shares issued and outstanding as of December 31, 2018     104,170       94,581
Additional Paid-In Capital     35,404,015       34,221,215
Accumulated Deficit     (36,281,611 )     (35,018,351)
TOTAL SHAREHOLDERS' DEFICIT     (773,426 )     (702,555)
               
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT   $ 1,364,232     $ 1,374,978

 

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

 

  F- 1  

 

Rocky Mountain High Brands, Inc.

Consolidated Statements of Operations

(Unaudited)

 

    Three Months Ended
    March 31, 2019   March 31, 2018
         
Sales   $ 76,429     $ 50,909
               
Cost of Sales     75,730       66,990
               
Gross Profit (Loss)     699       (16,081)
               
Operating Expenses              
General and Administrative     956,640       1,080,518
Advertising and Marketing     209,390       69,822
Total Operating Expenses     1,166,030       1,150,340
               
Loss from Operations     (1,165,331 )     (1,166,421)
               
Other (Income)/Expenses:              
Interest Expense     293,386       2,817,128
(Gain) Loss on Extinguishment of Debt     —         196,500
(Gain) Loss on Change in Fair Value of Derivative Liability     (195,457 )     (1,847,985)
Total Other (Income) Expenses     97,929       1,165,643)
               
Loss Before Income Tax Provision     (1,263,260 )     (2,332,064)
               
Income Tax Provision     —         —  
               
Net Loss   $ (1,263,260 )   $ (2,332,064)
               
Net Income (Loss) per Common Share - Basic and Diluted   $ (0.01 )   $ (0.03)
               
Weighted Average Shares Outstanding     99,757,126       68,366,399

 

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

 

  F- 2  

 

Rocky Mountain High Brands, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

    Three Months Ended
    March 31, 2019   March 31, 2018
         
Operating Activities:              
Net Loss   $ (1,263,260 )   $ (2,332,064)
Adjustments to reconcile net loss to net cash used in operating activities:              
  Stock-based compensation     71,826       224,090
  Stock-based payments to vendors     —         61,500
  Non-cash interest expense     303,691       2,762,497
  Fees and penalties on debt     —         120,251
  Gain on change in fair value of derivative liability     (195,457 )     (1,847,985)
  Loss on extinguishment of debt     —         196,500
  Bad debt expense     49       2,489
  Depreciation and amortization expense     10,909       4,681
Changes in operating assets and liabilities:              
  Accounts receivable     7,366       (7,448)
  Inventory     (292,344 )     11,152
  Prepaid expenses and other current assets     (128,767 )     27,296
  Other assets     9,478       7,500
  Accounts payable and accrued liabilities     126,379       (228,252)
NET CASH USED IN OPERATING ACTIVITIES     (1,350,130 )     (997,793)
               
Investing Activities:              
  Investments in other assets     —         (31,220)
  Acquisition of property and equipment     —         (1,050)
NET CASH USED IN INVESTING ACTIVITIES     —         (32,270)
               
Financing Activities:              
  Proceeds from issuance of convertible notes     —         300,000
  Repayment of convertible notes     —         (172,932)
  Repayment of notes payable     (3,147 )     (3,042)
  Proceeds from issuance of common stock     1,017,046       1,470,000
NET CASH PROVIDED BY FINANCING ACTIVITIES     1,013,899       1,594,026
               
INCREASE (DECREASE) IN CASH     (336,231 )     563,963
               
CASH - BEGINNING OF PERIOD     613,686       16,983
               
CASH - END OF PERIOD   $ 277,455     $ 580,946
               
Supplemental cash flow information:              
  Cash paid for interest   $ 10,305     $ 54,631
  Cash paid for taxes   $ —       $ —  
Supplemental disclosure of non-cash financing and investing activities:              
  Common stock issued for conversion of debt   $ 171,342     $ 3,371,994
  Debt and accrued interest converted for common stock   $ 156,876     $ 444,918
  Derivative liability relieved upon conversion of related debt   $ —       $ 2,941,860
  Beneficial conversion feature recognized as debt discount   $ —       $ 3,328,740

 

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

 

  F- 3  

 

 Rocky Mountain High Brands, Inc.

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

 

    Common Stock   Preferred Stock A   Preferred Stock C   Preferred Stock E        
    Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   APIC   Accumulated Deficit   Equity/ (Deficit)
Balance - December 31, 2018     94,580,869     $ 94,581       —       $ —         —       $ —         —       $ —       $ 34,221,215     $ (35,018,351 )   $ (702,555)
                                                                                       
Shares issued for cash     7,813,337       7,813                                                       1,009,233               1,017,046
                                                                                       
Shares issued for compensation     25,403       25                                                       3,976               4,001
                                                                                       
Shares issued upon conversion of convertible notes     1,750,000       1,750                                                       169,592               171,342
                                                                                       
Net loss for the quarter ended March 31, 2019     —         —         —         —         —         —         —         —         —         (1,263,260 )     (1,263,260)
                                                                                       
Balance - March 31, 2019     104,169,609     $ 104,170       —       $ —         —       $ —         —       $ —       $ 35,404,015     $ (36,281,611 )   $ (773,426)

 

 

 

 Rocky Mountain High Brands, Inc.

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

 

    Common Stock   Preferred Stock A   Preferred Stock C   Preferred Stock E        
    Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   APIC   Accumulated Deficit   Equity/ (Deficit)
                                             
Balance - December 31, 2017     1,159,706,457     $ 1,159,706       1,000,000     $ 1,000       —       $ —         —       $ —       $ 23,459,809     $ (31,662,414 )   $ (7,041,899)
                                                                                       
Shares issued for cash     135,149,014       135,149                                                       1,334,851               1,470,001
                                                                                       
Shares issued for compensation     39,693,807       39,694                                                       116,571               156,265
                                                                                       
Shares issued upon conversion of convertible notes     168,805,244       168,805                                                       3,203,189               3,371,994
                                                                                       
Shares to vendors for services rendered     5,925,423       5,925                                                       55,575               61,500
                                                                                       
Beneficial conversion feature recognized on convertible notes payable     —         —                                                         3,328,740               3,328,740
                                                                                       
Net loss for the three months ended March 31, 2018     —         —         —         —         —         —         —         —         —         (2,332,064 )     (2,332,064)
                                                                                       
Balance - March 31, 2018     1,509,279,945     $ 1,509,280       1,000,000     $ 1,000       —       $ —         —       $ —       $ 31,498,734     $ (33,994,478 )   $ (985,464)

 

 

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

 

  F- 4  

 

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

 

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

 

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

 

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

 

The Company continues to market its naturally flavored hemp-infused functional beverage, Mango Energy. RMHB also bottles and distributes its naturally high alkaline spring water under the name Eagle Spirit Spring Water.

 

NOTE 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 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.

 

Principles of Consolidation

 

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

 

Use of Estimates

 

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

 

  F- 5  

 

Cash

 

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

 

Revenue Recognition

 

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.

 

The following table represents sales by sales channel for each of the periods:

 

    Three Months Ended
   

March 31, 2019

 

March 31, 2018

Online   $ 60,960     $ 26,982
Distributor     1,421       18,836
Retailer     14,048       5,091
Total   $ 76,429     $ 50,909

 

All sales for all periods presented were to domestic customers.

 

Due to the nature of the Company’s revenue from contracts with customers, the Company does not have material contract assets or liabilities that fall under the scope of ASC 606.

 

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.

 

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  

 

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
Issued during the three months ended March 31, 2019   $

 

21,192

Exercises/Conversions   $ —  
Change in fair value recognized in operations   $ (195,457)
Balance, March 31, 2019   $ 201,907

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

 

Estimated Dividends     None
Expected Volatility     66.7%
Risk Free Interest Rate     2.396%
Expected term    

.1 to 3.75 years

Property and Equipment

 

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

 

Leases

 

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

 

  F- 7  

 

Capitalized Software

 

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

 

Impairment of Long-Lived Assets

 

The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. No impairment charges were recorded during the three months ended March 31, 2019 and 2018.

 

Share-based Payments

 

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

 

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

 

Convertible Instruments

 

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

Preferred Stock

 

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

 

Advertising

 

Advertising and marketing expenses are charged to operations as incurred.

 

  F- 8  

 

Income Taxes

 

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

 

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

 

NOTE 3 – Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a shareholders’ deficit of $773,426 and an accumulated deficit of $36,281,611 as of March 31, 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.

 

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’s common stock over a 24-month period based on a contractually agreed 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. Management believes the SPA, along with bridge financing from GHS, will provide sufficient cash flows until cash flows from operations become consistently positive.

 

NOTE 4 – Inventory

 

Inventory consists of the following:

 

   

March 31, 2019

 

December 31, 2018

Finished inventory   $ 64,367     $ 84,730
Raw materials and packaging     374,699       61,992
Total   $ 439,066     $ 146,722

 

NOTE 5 – Prepaid Expenses and Other Current Assets

 

Prepaid expenses and other current assets consist of the following:

 

    March 31, 2019   December 31, 2018
Prepaid officers’ compensation   $ 253,233     $ 291,617
Prepaid directors’ compensation     —         29,442
Prepaid production     156,000       _____--
Other prepaid expenses and current assets     39,784       67,015
Total   $ 449,017     $ 388,074

 

  F- 9  

   

NOTE 6 – Property and Equipment

 

Property and equipment consist of the following:

 

    March 31, 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     62,702       54,641
Total   $ 30,119     $ 34,280

 

For the three months ended March 31, 2019 and 2018, depreciation expense was $4,161 and $4,681, respectively.

 

NOTE 7 – Acquisition

 

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

 

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

 

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

 

 

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  

 

The Company is obtaining an outside valuation of these assets.

 

  F- 10  

 

 

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

 

 

Sales   $ 89,018
Cost of Sales     129,171
Gross Loss     (40,453)
Operating Expenses     1,158,299
Loss From Operations     (1,198,452)
Other Expenses     1,165,643
Loss Before Income Tax Provision     (2,364,095)
Income Tax Provision     —  
Net Loss   $ (2,364,095)
Net Loss Per Common Share-Basic and Diluted   $ (0.03)
Weighted Average Shares Outstanding     68,366,399

 

 

NOTE 8 – Accounts Payable and Accrued Liabilities

 

Accounts payable and accrued liabilities consist of the following:

 

    March 31, 2019   December 31, 2018
Accounts payable   $ 440,502     $ 308,717
Accrued compensation     27,000       25,500
Other accrued expenses     164,093       170,997
Total   $ 631,595     $ 505,214

 

NOTE 9 – Convertible Notes Payable

 

Convertible notes payable consist of the following:

 

   

Interest

Rates

 

 

Term

  Conversion Rates  

March 31, 2019  

 

December 31, 2018

GHS Investments, LLC (fixed conversion)     10%     .1 - .3 years     0.10   $ 715,098     $ 871,079
LSW Holdings, LLC (variable conversion)     6%       —      (a)     179,000       179,000
Discount                         (133,752 )     (383,483)
Total                       $ 760,346     $ 666,596

 

(a) 50% discount on the average of the 3 lowest closing bid prices during the 10 trading days prior to conversion ($0.053).

 

For the three months ended March 31, 2019 and 2018, interest expense on these notes, including amortization of the discount, was $293,189 and $375,546, respectively.

 

All tangible and intangible assets of the Company are pledged as security.

 

  F- 11  

 

NOTE 10 – Notes Payable

 

Notes payable consist of the following:

 

   

Interest

Rate

 

 

Term

 

March 31, 2019

 

December 31,

2018

Notes payable  

0 %

   

.6 years

    $ 34,346     $ 37,493

 

As of March 31, 2019 and December 31, 2018, notes payable includes three notes: two non-interest bearing notes totaling $30,000 that originated prior to the Company’s 2014 bankruptcy proceedings and 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.

 

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

 

NOTE 11 – Deferred Revenue

 

In December 2017, the Company executed a three-year Master Manufacturing Agreement with CBD Alimentos SA de CV (“CBD-Alimentos”), a Mexican food and beverage distributor. Under the agreement (as amended), CBD Alimentos, through its sister company, CBD Life, will be our exclusive distributor in Mexico for all of our CBD-infused energy and functional beverages. In turn, we will 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 and taste-testing of each batch of beverages at the co-packing facility. In accordance with the Agreement, RMHB opened a separate operating bank account for all deposits made by CBD Alimentos towards the purchase of ingredients and packaging. CBD Alimentos is required to maintain a positive cash balance in the account at all times. The Company has full unilateral authority to disburse funds from the bank account to vendors, suppliers, co-packers and the Company solely for the purposes of production and the Company’s margin on the sale. CBD Alimentos’ initial purchase order, including a deposit of $466,300 was received in December 2018. The $466,300 is accounted for as Deferred Revenue as of March 31, 2019 and December 31, 2018 as production and delivery of finished product had not yet been completed.

 

NOTE 12 – Shareholders’ Deficit

 

Common Stock

 

As of March 31, 2019, the Company has 200,000,000 shares of common stock authorized and 104,169,609 shares issued and outstanding.

 

During the three months ended March 31, 2019 the Company issued 9,588,740 shares of common stock, including 1,750,000 shares for convertible notes payable conversions, 7,813,337 shares for cash, and 25,403 shares for compensation.

 

Preferred Stock

 

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

 

Series A Preferred Stock

 

The Company has 1,000,000 shares of Series A Preferred Stock designated, of which none were outstanding as of March 31, 2019 and December 31, 2018. LSW Holdings LLC was the holder of these shares. Lily Li, who was the Company’s Executive Vice President until April 5, 2018, is the Managing Member of LSW and, in that capacity, 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.

 

  F- 12  

 

Series B Preferred Stock

 

The Company has 7,000,000 shares of Series B Preferred Stock designated, of which none were outstanding as of March 31, 2019 and December 31, 2018.

 

Series C Preferred Stock

 

The Company has 2,000,000 shares of Series C Preferred Stock designated, of which none were outstanding as of March 31, 2019 and December 31, 2018. Series C Preferred Stock is 12% interest bearing, cumulative, exchangeable, non-voting, convertible preferred stock of the Company. Each Series C Preferred share is convertible to 2.5 shares of common stock.

 

Series D Preferred Stock

 

The Company has 2,000,000 shares of Series D Preferred Stock designated, of which none were outstanding as of March 31, 2019 and December 31, 2018. Series D Preferred Stock is a non-voting, non-interest bearing convertible preferred stock. Each Series D preferred share is convertible to 5 shares of common stock.

 

Series E Preferred Stock

 

On September 19, 2017, the Board of Directors approved a new Series E Preferred Stock. Holders of Series E Preferred Stock are entitled to cast 100 votes per share of Series E Preferred Stock on any proposal to increase our authorized capital stock, with no other voting rights. Series E Preferred Stock is convertible to common stock on a 20:1 basis. On the same day, the Board granted our Chairman 789,474 shares of Series E Preferred stock as payment for his deferred compensation. On October 31, 2017, Mr. Welch converted his 789,474 shares of Series E Preferred Stock to 39,474 shares of common stock. As of March 31, 2019 and December 31, 2018 there were no shares outstanding.

 

Warrants

 

During the three months ended March 31, 2019 the Company granted no common stock warrants, none were exercised, and none were cancelled.

 

Options

 

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

 

NOTE 13– Concentrations

 

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

 

  F- 13  

 

NOTE 14 – Income Taxes

 

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

      Three Months Ended
      March 31, 2019   March 31, 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%

 

The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of March 31, 2019 and December 31, 2018 are:

 

    March 31 2019     December 31, 2018
Deferred Tax Assets              
Net Operating Losses   $ 4,200,000     $ 3,990,000
Less: Valuation Allowance   $ (4,200,000 )   $ (3,990,000)
Deferred Tax Assets – Net     —         —  

 

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

 

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

 

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing but have kept the full valuation allowance. As a result the Company has recorded no income tax expense during the three months ended March 31, 2019.

 

The Company’s deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. corporate income tax rate from 34% to 21%, resulting in a deferred tax expense of approximately $2,000,000 in 2017 that is still fully valued against as of March 31, 2019. This expense is attributable to 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.

 

  F- 14  

 

NOTE 15 – Commitments

 

Office Leases

 

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

 

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

 

Other Leases

 

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

 

NOTE 16 – Legal Proceedings

 

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

 

The Company filed a suit against Lyonpride Music, LLC (“Lyonpride”) for fraud and for declaratory relief with respect to a contract between the parties. 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.

 

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

 

The Company 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.

 

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

 

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

 

  F- 15  

 

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:

 

1. 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.

 

2. The Court declared that the Employment Agreement with Grisaffi dated April 1, 2013 was void ab initio and unenforceable, and that all stock and promissory notes issued in connection with the Employment Agreement were also void ab initio and of no force and effect, including but not limited to:

 

a. The 1,000,000 shares of Series A Preferred Stock issued to Grisaffi;
b. The Convertible Promissory Note issued to Grisaffi in the principal amount of $184,300 dated April 1, 2016; and
c. The Convertible Promissory Note issued to Grisaffi in the principal amount of $200,150 dated June 19, 2017.

 

3. The Court declared that Grisaffi’s sale of the Series A Preferred Stock to LSW was made with actual intent to hinder, delay, or defraud creditors and was thus a fraudulent transfer under Texas law.

 

4. 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.

5. The Court declared that an Indemnification was procured through fraud and breach of fiduciary duty and is therefore void and unenforceable.

 

6. The Court ruled that Grisaffi shall take nothing by his counterclaims in the case.

 

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

 

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

 

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

 

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

 

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

 

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

 

  F- 16  

 

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

 

1. The Employment Agreement with Grisaffi dated April 1, 2013 was void ab initio and unenforceable, and that all stock or other instruments issued on the basis or authority of that Employment Agreement were also void ab initio and of no force and effect;

 

2. The Series A Preferred Shares that RMHB issued to Grisaffi and later sold by Grisaffi to LSW were void ab initio and any potential rights or remedies thereunder were terminated on July 11, 2014 pursuant to the Order Confirming Debtor’s Amended Plan of Reorganization;

 

3. Grisaffi’s issuance and transfer to himself of the 1,000,000 Series A Preferred Shares, and his subsequent transfer of those shares to LSW Holdings, were fraudulent transfers and are voided and set aside;

 

4. Grisaffi breached his fiduciary duties to RMHB by, among other things: (i), purporting to sell the Series A Preferred Shares to LSW, (ii) causing the issuance of 550,000 shares of 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;

 

5. LSW and Li 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;

 

6. The issuance of 500,000 shares of common stock to Li was not authorized by the Board of Directors and was both void ab initio and a fraudulent conveyance;

 

7. RMHB is entitled to recover all damages proximately resulting from the improper issuance of the 500,000 shares of common stock to Li;

 

8. Li did not perform and materially breached her agreement to raise money for RMHB;

 

9. The 500,000 shares of purported common stock issued to Li belongs to RMHB and Li has no further rights or remedies arising out of or related to the 500,000 shares;

 

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;

 

11. 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.

 

12. The torts against RMHB committed by LSW Holdings and Li were aggravated by fraud and malice, and RMHB is therefore entitled to exemplary damages.

 

13. LSW Holdings and Li shall take nothing by their counterclaims; and

 

14. RMHB is entitled to court costs and reasonable attorneys’ fees from LSW Holdings and Li.

 

  F- 17  

 

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

 

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

 

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

 

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

 

The Plaintiff sued the Company, seeking $21,000 in damages for breach of contract. The Company is contesting that claim in its entirety and has 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.

 

NOTE 17 – Subsequent Events

 

Between April 1, 2019 and May 16, 2019 the Company issued 1,425,571 shares of common stock, all of which were for cash.

 

On April 22, 2019 the reverse split of the Company’s stock, at a ratio of one share for every 20 shares, was effective. All common stock share and per share amounts in this document reflect this reverse split.

 

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

 

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

 

On May 16, 2019, the Company issued a new Convertible Promissory Note to GHS in the amount of $157,500. The note bears interest at an annual rate of ten percent (10%), is secured by all of our assets, and is convertible to shares of  our common stock at a price of $0.05 per share. The note matures on February 16, 2020.

 

  F- 18  

 

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

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “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 in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Company Overview

 

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

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

 

Rocky Mountain High Brands, Inc., an active Nevada corporation (Parent)

 

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

 

Eagle Spirit Land & Water Company (“Eagle Spirit”), an active Oklahoma corporation (Subsidiary)

 

Rocky Mountain High Water Company, LLC (“WaterCo”), an active Delaware limited liability company (Subsidiary-consolidated beginning November 12, 2016)

 

FitWhey Brands Inc. (“FitWhey”), an active Nevada corporation (Subsidiary)

 

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

 

Smarterita, LLC, an inactive Texas limited liability company (Subsidiary)

 

RMHB is 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.

 

In March 2018, the Company launched the HEMPd brand with gummies, water soluble drops, capsules, tinctures, lotions, and salves. The Company introduced four flavors of CBD-infused waters in 12 oz. cans in November 2018.

 

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

 

The Company continued to market its lineup of naturally flavored hemp-infused functional beverages, as well as hemp-infused 2oz. Mango Energy Shots and Mixed Berry Energy Shots through the first half of 2018. The Company plans to introduce updated offerings of hemp seed extract-infused functional beverages in 2019 under the name of Rocky Mountain.

 

  4  

 

Results of Operations

 

Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018

 

Financial Summary

 

The Company’s sales for the three months ended March 31, 2019 were $76,429 compared to net sales of $50,909 for the three months ended March 31, 2018.

 

The Company’s net loss for the three months ended March 31, 2019 was $1,263,260 compared to a net loss of $2,332,064 for the three months ended March 31, 2018.

 

Sales

 

For the three months ended March 31, 2019 sales were $76,429 compared to net sales of $50,909 for the three months ended March 31, 2018, an increase of $25,520 or 50%. The sales increase was driven by the incremental sales of our HEMPd product line-up, which was launched in late March 2018 and our newly-acquired FitWhey branded protein beverages, partially offset by a decrease in sales of our hemp-infused functional beverages. Sales were lower than expected due to production issues at the Company’s beverage co-packer. These issues delayed the production and delivery of HEMPd and private label beverages into the second quarter of 2019. We also experienced a decrease in sales of our natural spring water due to production-related issues with our water co-packer. In the three months ended March 31, 2019 sales consisted of approximately 80% online sales, 2% distributor sales, and18% direct to retailer sales, compared to approximately 53% online sales, 37% distributor sales, and 10% direct to retailer sales for the three months ended March 31, 2018.

 

Cost of Sales

 

For the three months ended March 31, 2019 cost of sales was $75,730 or 99% of sales, compared to $66,990 or 132% of sales for the three months ended March 31, 2018 an increase of $8,740 or 13%. For the three months ended March 31, 2019 cost of sales increased as a result of increased sales and decreases as a percent of sales as a result of improved production and freight cost controls in 2019 over the prior year.

 

Operating Expenses

 

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

 

General and Administrative

 

For the three months ended March 31, 2019, general and administrative expenses were $956,640 or 1252% of sales, compared to $1,080,518 or 2122% of sales for the three months ended March 31, 2018, a decrease of $123,878 or 11%. The decrease in general and administrative expenses in 2018 was primarily driven by decreases in officer compensation, partially offset by increases in legal expenses and research and development costs.

 

Advertising and Marketing

 

For the three months ended March 31, 2019, advertising and marketing expenses were $209,390 or 274% of sales, compared to $69,822 or 137% of sales for the three months ended March 31, 2018, an increase of $139,568 or 200%. The increase in advertising and marketing expenses in 2019 was result of expenditures for our HEMPd product line-up, which was launched in late March 2018, and the newly-acquired FitWhey branded protein beverages.

 

  5  

 

Other (Income) Expense

 

Interest Expense

 

For the three months ended March 31, 2019, interest expense was $293,386, compared to $2,817,128 for the three months ended March 31, 2018, a decrease of $2,523,742. The decrease in interest expense, which includes the amortization of the discount on convertible debt, and the excess of the beneficial conversion feature on certain convertible notes payable, was due to decreased debt levels and activity in 2019.

 

Loss on Extinguishment of Debt

 

For the three months ended March 31, 2018, the Company recorded a net loss on extinguishment of debt of $196,500 related to the settlement of convertible debt. There was no gain or loss on extinguishment of debt for the three months ended March 31, 2019.

 

Gain on Change in Fair Value of Derivative Liability

 

For the three months ended March 31, 2019, the Company recorded a gain on the change in fair value of derivative liability of $195,457 compared to a gain of $1,847,985 for the three months ended March 31, 2018. In 2019 the gain resulted from the decrease in the price of the Company’s underlying stock, which is used to calculate the fair value of the related derivative liability, from the beginning of the three-month period to the end of the period, and the lack of variable rate convertible notes payable in 2019.

 

Income Taxes

 

For the three months ended March 31, 2019 and March 31, 2018, the Company recorded no income tax provision due to a full valuation allowance provided on deferred tax assets resulting from net operating losses.

 

Liquidity and Capital Resources

 

As of March 31, 2019, the Company had current assets of $1,175,447, consisting of cash of $277,455, accounts receivable (net) of $9,909, inventory of $439,066, and prepaid expenses and other current assets of $449,017. As of March 31, 2019, the Company had current liabilities of $2,137,658, consisting of accounts payable and accrued liabilities of $631,595, convertible notes payable (net) of $760,346, notes payable of $34,346, accrued interest of $43,164, deferred revenue of $466,300, and derivative liability of $201,907.

 

Cash flows from operating activities

 

Net cash used in operating activities during the three months ended March 31, 2019 was $1,350,130 compared to $997,793 used during the three months ended March 31, 2018. The change was principally driven by a buildup of inventory and prepaid expenses and other current assets in anticipation of production runs in the second quarter of 2019 compared to 2018.

 

Cash flows from investing activities

 

There were no investing activities during the three months ended March 31, 2019 compared to $32,270 during the three months ended March 31, 2018. In 2018, the Company invested $31,220 in new software for the HEMPd brand.

 

Cash flows from financing activities

 

Net cash provided by financing activities during the three months ended March 31, 2019 was $1,013,899 compared to $1,594,026 during the three months ended March 31, 2018. In 2019, proceeds of $1,017,046 were from the issuance of common stock compared to $1,470,000 in 2018. Also in 2019, the Company repaid $3,147 on notes payable. In 2018, the Company received proceeds of $300,000 related to the issuance of convertible notes payable, repaid $172,932 of convertible notes payable, and repaid $3,042 on notes payable.

 

  6  

 

Outstanding Material Indebtedness

 

Recently, the Company’s operations have been funded primarily through the private sales of common stock or the issuance of convertible promissory notes, which are convertible to common stock at a fixed price of $0.10 or at a discount to market price (as defined in the agreements) of 50%. As of March 31, 2019, the Company had total notes payable outstanding of $794,692 (net of discount).

 

On October 12, 2017 the Company executed an Equity Financing Agreement (“EFA”) with GHS Investments LLC (“GHS”). Under the agreement, GHS has committed to purchase up $12 million of the Company’s common stock over a 24-month period at a 20% discount off the market price, as defined in the agreement. The agreement contains certain restrictions on the timing of the stock purchases and required the Company to file a registration statement with the Securities and Exchange Commission (“SEC”) to register the common shares issuable under the agreement. On November 1, 2017, the Company filed a Registration Statement on Form S-1 to register 15,000,000 common shares to be resold by GHS. On February 9, 2018 the Company received a Notice of Effectiveness from the SEC on an amended Form S-1 registering 12,500,000 common shares. The Company began stock sales to GHS on February 13, 2018 and has since sold all 12,500,000 shares to GHS.

 

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

 

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

 

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

 

Future Liquidity Requirements

 

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

 

Off Balance Sheet Arrangements

 

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

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a shareholders’ deficit of $773,426 and an accumulated deficit of $36,281,611 as of March 31, 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.

 

  7  

 

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’s common stock over a 24-month period based on a contractually agreed 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 __, 2019, the Company filed a registration statement for 30,000,000 shares to be purchased by GHS. Management believes the SPA, along with bridge financing from GHS, will provide sufficient cash flows until cash flows from operations become consistently positive.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

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

 

Item 4. Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2019. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Michael Welch, and our Chief Financial Officer, Jens Mielke. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2019 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, 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.

 

  8  

 

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 January 1, 2019 and May 14, 2019:

 

Date Name Shares Issued Issue Price Description Exemption
1/2/2019 John Kuhlke 25,403            0.16 Services Rendered Section 4(2)
1/2/2019 GHS Investments 500,000            0.10 Note Payable Conversion Rule 506
1/7/2019 GHS Investments 2,313,849            0.13 Shares Sold Rule 506
1/25/2019 GHS Investments 500,000            0.10 Note Payable Conversion Rule 506
2/4/2019 GHS Investments 750,000            0.10 Note Payable Conversion Rule 506
2/5/2019 GHS Investments 1,262,393            0.14 Shares Sold Rule 506
2/22/2019 GHS Investments 1,167,930            0.14 Shares Sold Rule 506
3/7/2019 GHS Investments 1,530,315            0.11 Shares Sold Rule 506
3/20/2019 GHS Investments 1,538,850            0.11 Shares Sold Rule 506
4/16/2019 GHS Investments 889,666            0.09 Shares Sold Rule 506
4/30/2019 GHS Investments 535,904            0.04 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
10.1 Securities Purchase Agreement dated May 16, 2019
10.2 Convertible Promissory Note, dated May 16, 2019
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, 2019 formatted in Extensible Business Reporting Language (XBRL)

 

  9  

 

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: May 20, 2019

 

By: /s/ Michael Welch

Michael Welch

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

 

Date: May 20, 2019

 

By: /s/ Jens Mielke

Jens Mielke

Title: Chief Financial Officer

 

  10  

 

 

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