Spoke with Corp a bit ago - at the bottom of this
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Posted On: 10/09/2018 3:05:14 PM
Spoke with Corp a bit ago - at the bottom of this post is an e-mail that was kindly shared my/our way. It's a detailed response to an investor with regards to Jerry from Michael. Hope this helps folks in their dd down the road.
It's that time of year and I'm setting up our trip to Dallas for Nascar -Blues -food and Corp. Am looking forward to a HQ visit and some socializing with some blues in our ears
Everything sounds like they are totally focused and are as anxious as we are for more completions that are forthcoming as they build us into the finest Brand name in CBD's - as always I'll do a write-up after my return and personally expect it might be a fun trip with Closing of the MX deal maybe even before I arrive
Best to all we old-time shareholders as well as those coming aboard - Strap up and get ready for the ride of our lifetimes.
Hope the below helps inquisitive folks - and appreciate they sharing this with me.
Rock on RMHB
Dadon_111
~~~~~~~~~~~~~~~~~~~~~~~~
Here are different sources of public information on Rocky Mountain High Brands, Inc.:
1. As a publicly traded company, we filed periodic financial reports with the Securities and Exchange Commission. If you review those reports in detail, you can find out a great deal of information on the Company, its business, its financial statements and what each officer and director is compensated. Here is the main link to our filings (there are several pages of them, going back to when we became a fully report company):
a. https://www.sec.gov/cgi-bin/browse-edgar?comp...getcompany
2. For the past several weeks, I have been doing a podcast concerning different topics relating to the Company. I have also done several talk show radio interviews concerning CBD as arranged by our public relations firm. Here is a link to those:
a. https://rockymountainhighbrands.com/media/
3. The Company’s Press Releases are posted to our website at:
a. https://rockymountainhighbrands.com/investor-info/events/
4. Here are the links to our various websites that we have created over the past year:
a. https://rockymountainhighbrands.com/
b. https://hempd.com/
c. https://drinkfitwhey.com/
d. https://eaglespiritwater.com/
e. http://liverockymountainhigh.com/
5. Here are our various social media pages:
a. RMHB Investor Page:
i. https://www.facebook.com/RMHBinvestors/?ref=br_rs
b. HEMPd Page:
i. https://www.facebook.com/livehempd/
c. FitWhey
i. https://www.facebook.com/drinkfitwhey/
d. Eagle Spirit Spring Water:
i. https://www.facebook.com/eaglespiritspringwater/
To answer your question, since Jerry Grisaffi left the Company, we have:
1. Entered into an agreement with a new financial partner who:
a. Funded the settlement of the litigation with Roy Meadows, the Company’s original investor. This litigation was brought against Mr. Meadows under Jerry Grisaffi’s direction.
b. Provided funding for the Company.
2. Negotiated a settlement with the original investor in the Company (Roy Meadows), ending a long standing litigation and freeing financing opportunities for the Company.
3. Recruited Michelle Krebsbach, a 25 year branding and advertising expert as Director of Marketing to help the Company launch new brands and support current brands.
4. Secured a Legal Opinion from the law firm of Frost Todd Brown on the proper manner from a risk mitigation standpoint to enter the CBD business.
5. Executed an agreement with CBD Alimentos for a $7.2 million private label deal for functional beverages to be sold in Mexico.
6. Launched HEMPd, our new CBD line of products, with 16 SKUs on our new HEMPd.com website.
7. Developed a line-up of 4 CBD-infused flavored waters that will launch this month on HEMPd.com, AMAZON, and in retail locations in New York and Dallas. We are also exploring Southern California.
8. Filed for Certification for Minority Business Enterprise for Rocky Mountain High Water Company, which will allow us to pursue lucrative government contracts for Eagle Spirit Spring Water.
9. Entered in negotiations for private labeling for Eagle Spirit Spring Water with a Native American Tribe.
10. Placed Eagle Spirit Spring Water in Central Market in 9 locations in the state of Texas. Central Market is the upscale brand of HEB Foods and serves as a testing ground for HEB’s 300 plus stores.
11. Acquired FitWhey on July 25, 2018, a water based protein energy drink with an existing customer base in the Southwest. FitWhey currently markets five flavors of its beverage.
12. Entered into an agreement with our Financial Partner to lower our financing costs.
13. Entered into negotiations with major Texas retail establishments to place Eagle Spirit Spring Water, FitWhey, and HEMPd in multiple locations throughout Texas.
14. Won a judgment against Jerry Grisaffi, our former Chairman of the Board, as described below:
a. The Company alleged, among other things, that Grisaffi breached his fiduciary duty to the Company by issuing the Series A preferred shares to himself and by issuing common stock to himself and others. The Company had been seeking to void the Indemnification and Release Agreement (“Indemnification”) between the Company and Grisaffi that was executed in June 2017.
b. Under the 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 $200,150.20 dated June 19, 2017.
3. The Court declared that Grisaffi’s sale of the Series A Preferred Stock to LSW Holdings, LLC was made with actual intent to hinder, delay, or defraud creditors and was thus a fraudulent transfer under Texas law.
15. Entered into an agreement with an incubator in the New York City area to represent our HEMPd CBD-infused flavored waters to distributors in New York and other major cities in the Northeast. Once he has successfully launched the HEMPd CBD-infused flavored waters, then we will expand to other brands in our portfolio.
16. In terms of shares issued, at June 30, 2017 (Jerry Grisaffi’s final day), we had 792,025,118 shares outstanding. Over the next year, we issued 833,942,433 shares, which were used as follows:
a. Conversion to common stock of Convertible Notes that Originated when Jerry Grisaffi was in control of the Company: 498,786,734 or 60% of the shares issued.
b. Fund the Company’s working capital needs: 283,350,447 or 34% of the shares issued.
c. Compensate Officers & Directors with stock instead of cash: 43,023,900 or 5% of the shares issued.
d. Pay vendors for services with stock instead of cash: 9,381,352 or 1% of the shares outstanding.
17. During the period from September 30, 2017 to September 30, 2018, we decreased the amount of debt from $3,558,038 to $1,205,019, or a 66% reduction.
18. We are currently working on a relaunch of our legacy Rocky Mountain High Beverages.
I hope this clarifies what we have gone through this past year, what we have accomplished, and what we are building for this Company and its shareholders.
We appreciate your support.
Thank you,
Michael R. Welch
President & Chief Executive Officer
Rocky Mountain High Brands, Inc.
9101 LBJ Freeway, Suite 200
Dallas, TX 75243
972-833-1588
www.rockymountainhighbrands.com
OTCQB:RMHB
It's that time of year and I'm setting up our trip to Dallas for Nascar -Blues -food and Corp. Am looking forward to a HQ visit and some socializing with some blues in our ears
Everything sounds like they are totally focused and are as anxious as we are for more completions that are forthcoming as they build us into the finest Brand name in CBD's - as always I'll do a write-up after my return and personally expect it might be a fun trip with Closing of the MX deal maybe even before I arrive
Best to all we old-time shareholders as well as those coming aboard - Strap up and get ready for the ride of our lifetimes.
Hope the below helps inquisitive folks - and appreciate they sharing this with me.
Rock on RMHB
Dadon_111
~~~~~~~~~~~~~~~~~~~~~~~~
Here are different sources of public information on Rocky Mountain High Brands, Inc.:
1. As a publicly traded company, we filed periodic financial reports with the Securities and Exchange Commission. If you review those reports in detail, you can find out a great deal of information on the Company, its business, its financial statements and what each officer and director is compensated. Here is the main link to our filings (there are several pages of them, going back to when we became a fully report company):
a. https://www.sec.gov/cgi-bin/browse-edgar?comp...getcompany
2. For the past several weeks, I have been doing a podcast concerning different topics relating to the Company. I have also done several talk show radio interviews concerning CBD as arranged by our public relations firm. Here is a link to those:
a. https://rockymountainhighbrands.com/media/
3. The Company’s Press Releases are posted to our website at:
a. https://rockymountainhighbrands.com/investor-info/events/
4. Here are the links to our various websites that we have created over the past year:
a. https://rockymountainhighbrands.com/
b. https://hempd.com/
c. https://drinkfitwhey.com/
d. https://eaglespiritwater.com/
e. http://liverockymountainhigh.com/
5. Here are our various social media pages:
a. RMHB Investor Page:
i. https://www.facebook.com/RMHBinvestors/?ref=br_rs
b. HEMPd Page:
i. https://www.facebook.com/livehempd/
c. FitWhey
i. https://www.facebook.com/drinkfitwhey/
d. Eagle Spirit Spring Water:
i. https://www.facebook.com/eaglespiritspringwater/
To answer your question, since Jerry Grisaffi left the Company, we have:
1. Entered into an agreement with a new financial partner who:
a. Funded the settlement of the litigation with Roy Meadows, the Company’s original investor. This litigation was brought against Mr. Meadows under Jerry Grisaffi’s direction.
b. Provided funding for the Company.
2. Negotiated a settlement with the original investor in the Company (Roy Meadows), ending a long standing litigation and freeing financing opportunities for the Company.
3. Recruited Michelle Krebsbach, a 25 year branding and advertising expert as Director of Marketing to help the Company launch new brands and support current brands.
4. Secured a Legal Opinion from the law firm of Frost Todd Brown on the proper manner from a risk mitigation standpoint to enter the CBD business.
5. Executed an agreement with CBD Alimentos for a $7.2 million private label deal for functional beverages to be sold in Mexico.
6. Launched HEMPd, our new CBD line of products, with 16 SKUs on our new HEMPd.com website.
7. Developed a line-up of 4 CBD-infused flavored waters that will launch this month on HEMPd.com, AMAZON, and in retail locations in New York and Dallas. We are also exploring Southern California.
8. Filed for Certification for Minority Business Enterprise for Rocky Mountain High Water Company, which will allow us to pursue lucrative government contracts for Eagle Spirit Spring Water.
9. Entered in negotiations for private labeling for Eagle Spirit Spring Water with a Native American Tribe.
10. Placed Eagle Spirit Spring Water in Central Market in 9 locations in the state of Texas. Central Market is the upscale brand of HEB Foods and serves as a testing ground for HEB’s 300 plus stores.
11. Acquired FitWhey on July 25, 2018, a water based protein energy drink with an existing customer base in the Southwest. FitWhey currently markets five flavors of its beverage.
12. Entered into an agreement with our Financial Partner to lower our financing costs.
13. Entered into negotiations with major Texas retail establishments to place Eagle Spirit Spring Water, FitWhey, and HEMPd in multiple locations throughout Texas.
14. Won a judgment against Jerry Grisaffi, our former Chairman of the Board, as described below:
a. The Company alleged, among other things, that Grisaffi breached his fiduciary duty to the Company by issuing the Series A preferred shares to himself and by issuing common stock to himself and others. The Company had been seeking to void the Indemnification and Release Agreement (“Indemnification”) between the Company and Grisaffi that was executed in June 2017.
b. Under the 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 $200,150.20 dated June 19, 2017.
3. The Court declared that Grisaffi’s sale of the Series A Preferred Stock to LSW Holdings, LLC was made with actual intent to hinder, delay, or defraud creditors and was thus a fraudulent transfer under Texas law.
15. Entered into an agreement with an incubator in the New York City area to represent our HEMPd CBD-infused flavored waters to distributors in New York and other major cities in the Northeast. Once he has successfully launched the HEMPd CBD-infused flavored waters, then we will expand to other brands in our portfolio.
16. In terms of shares issued, at June 30, 2017 (Jerry Grisaffi’s final day), we had 792,025,118 shares outstanding. Over the next year, we issued 833,942,433 shares, which were used as follows:
a. Conversion to common stock of Convertible Notes that Originated when Jerry Grisaffi was in control of the Company: 498,786,734 or 60% of the shares issued.
b. Fund the Company’s working capital needs: 283,350,447 or 34% of the shares issued.
c. Compensate Officers & Directors with stock instead of cash: 43,023,900 or 5% of the shares issued.
d. Pay vendors for services with stock instead of cash: 9,381,352 or 1% of the shares outstanding.
17. During the period from September 30, 2017 to September 30, 2018, we decreased the amount of debt from $3,558,038 to $1,205,019, or a 66% reduction.
18. We are currently working on a relaunch of our legacy Rocky Mountain High Beverages.
I hope this clarifies what we have gone through this past year, what we have accomplished, and what we are building for this Company and its shareholders.
We appreciate your support.
Thank you,
Michael R. Welch
President & Chief Executive Officer
Rocky Mountain High Brands, Inc.
9101 LBJ Freeway, Suite 200
Dallas, TX 75243
972-833-1588
www.rockymountainhighbrands.com
OTCQB:RMHB
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