UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

for the Fiscal Year Ended March 31, 20172019

o¨ Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from _____________________ to ____________________

Commission File Number: 000-55704

HealthTalk Live,Right on Brands, Inc.

(Exact name of registrant as specified in its charter)

Nevada		45-1994478
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
2667 32nd Street,3235 Skyline Dr, Suite B, Santa Monica, CA127, Carrollton, TX		9040575006
(Address of principal executive offices)		(Zip code)

(424) 259-3521

(Registrant’s

(424) 259-3521 (Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Act: Not Applicable

Securities registered under Section 12(b) of the Act:

Not Applicable

None		N/A
(Title of each class)		(Name of Exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

Common stock, par value of $0.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o¨ No x

Indicate 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 past 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. Yes x¨ No ox

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 (§232.405 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 ox No x¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’sregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large"large accelerated filer,” “accelerated filer”" "accelerated filer" and “smaller"smaller reporting company”company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o¨	Accelerated filer	o¨
Non-accelerated filer	o¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o¨ No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’sregistrant's most recently completed second fiscal quarter. Approximately $17,698,831$3,229,755 as of September 30, 2016, using an average2018, based on the closing sale price of bid and asked prices of $0.70$0.08 per share.share on that date.

Indicate the number of shares outstanding of each of the registrant’sregistrant's classes of common stock, as of the latest practicable date: 52,991,369137,670,407 as of June 28, 2017.July 24, 2019.

TABLE OF CONTENTS

			Page No.
PART I
Item 1.	Business		3
Item 1A.	Risk Factors		8
Item 1B	Unresolved Staff Comments		11
Item 2.	Properties		811
Item 3.	Legal Proceedings		811
Item 4.	Mine Safety Disclosures		811
PART II
Item 5.	Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		912
Item 6.	Selected Financial Data		1013
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		1113
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		1316
Item 8.	Financial Statements and Supplementary Data		1417
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		1518
Item 9A.	Controls and Procedures		1518
Item 9B.	Other Information		1518
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		1619
Item 11.	Executive Compensation		1821
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		2023
Item 13.	Certain Relationships and Related Transactions, and Director Independence		2124
Item 14.	Principal Accounting Fees and Services		2124
PART IV
Item 15.	Exhibits, Financial Statement Schedules		2225

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PART I

Item 1. Business

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 primary lineability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect 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.

Overview

Our business is conducted through our wholly-owned subsidiary,subsidiaries, Humbly Hemp, Inc., offersEndo Brands, and Humble Water Company. Humbly Hemp sells and markets a line of energy /hemp enhanced snack bars featuring all-natural hemp and other healthy ingredients. We will provide high quality and affordable hemp products (focusing on snacks) that are packedfoods. Humble Water Company is in a partnership with protein, omegas, and free of all major allergens. Our initial product line will feature healthy snacks, highlighting hemps nutritional benefits, and tapping into the nutritious snacking boom. We are currently creating a 3 flavor line of energy/snack bars. We are also developingSpringhill Water Co. to develop a line of “Hemp Hunks” hemp seed bar coatedHigh Alkaline, Natural Mineral Water, and a bottling and packaging facility. Endo Brands creates and markets a line of CBD consumer products and through ENDO Labs, a joint venture with high quality dark chocolate,Centre Manufacturing, creates white label products and another coated in yogurt.formulations for CBD brands. Right On Brands is at the focus of health and wellness. We will then move into; artisan hemp milks, protein drinks and powders, body care, flavored hemp seeds, hemp granola/cereal, hemp milks, etc.

In our business model, we will source qualitycreate lasting brands with emerging functional ingredients, and reach out to private label manufactures that already possess the infrastructure to make these products,our focus right now is industrial hemp, hemp derived CBD, and to provide them at an affordable price, through a seamless online marketplace, and through regular distribution channels like Whole Foods, Sprouts, etc. We are already working on a partnership in with Statewide Distribution, in Los Angeles to get our products in up to 3,000 stores throughout southern California.

Through constant education and promotion, we plan make hemp a part of everyone’s lives. Our unique branding will appeal to every demographic and our commitment to hemp education will grow our market, creating an even bigger category in the U.S. Our goal is to highlight hemp’s versatility through a wide range of nutritional products.high alkaline water.

Product Line

Our initial product line will consist of a set of three nutrition bars. We believe this type of product is a perfect start for Humbly Hemp. It will highlight all of the nutritional benefits of hemp, and from the market research we have done, nutrition bars are in huge demand right now.Phase 1 (Current Portfolio)

Humbly Hemp Snack Bar:(Launched June 10^th 2017)

The Humbly Hemp Snack Bar is a superfood snack bar that is the first of its kind. Itkind hemp powered superfood bar. Our bar is poweredcertified vegan, and gluten free. We manufacture in a TOP 12 allergen free facility so NO Soy, and NO-GMO's. From the research we have done with Hemp Seeds, Hemp Protein, and other amazing superfoods.the current products on the market, we believe that it is one of the best bars on the market.

Flavors:

We launched with three initial flavors:

	·	Cocoa and Sea Salt
	·	Cinnamon Date
	·	Berry Vanilla

ENDO Water: (Launching Summer 2017)

ENDO Water will be a one of a kind Wellness drink. Structured Water, CBSs, and Omegas are some of the biggest wants in the health and wellness market. ENDO Water will be a herbal flavorered water type drink targeted to increase the performance of the Endo-Cannabanoid System. It will be lightly flavored, almost an essence, and infused with CBDs (Cannabidiol) and Omegas. We will also be featuring Ojai Energetics “Blast Cap” of the highest quality CBD on the market. I think this is going to create a market of its own in wellness drinks. CBD IS NON PHSYCOACTIVE and is legal in all 50 states to consume and sell.

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ENDO BRANDS:

Endo Water (launched February 2018):

ENDO Water is one of a kind Wellness drink as “structured water” is one of the biggest wants in the health and wellness market. ENDO Water is created to "Fuel Mind and Body" targeted to increase the performance of the Endo-Cannabanoid System. The endocannabinoid system (ECS) is a group of endogenous cannabinoid receptors located in the mammalian brain and throughout the central and peripheral nervous systems,, consisting of neuromodulatory lipids and their receptors. Our water is lightly flavored, almost an essence, and infused with CBDs (Cannabidiol). CBD is a NON PHSYCOACTIVE derivative of Cannabis. Our proprietary blend is Sugar Free, Naturally Flavored, has a high PH level and has emulsified CBD for increased bioavailability.

*The name ENDO Water is in process of being trademarked. On June 27, 2017, we formed a wholly-owned subsidiary, Endo Water, Inc., to conduct our planned operations in this product sector.

On May 31, 2017, we enteredENDO Drops (launched April 2018):

The easiest and most effective way to get your daily CBD supplementation. These daily drops are blended with amazing essential oils for a great taste. You can take them either directly or mix them into your favorite beverage.

ENDO Ease (launched Winter 2019):

Topical Pain relief product, 200mg of Endo Select Hemp Oil infused with an easy pump distribution cap.

ENDO BRANDS: (Phase 2)

ENDO Mist:

Endo Select Hemp oil infused into a venture for the development ofsuperfood blend with other amazing essential oils and superfoods. We put this potion into a commercial bottled water operation near Browning, Montana. The new venture will be operated through Spring Hill Water Company, LLC, a Nevada limited liability company (“Spring Hill”). Spring Hill is 49% owned by our subsidiary corporation, Humble Water Company,2 floz spray bottle to make it easy to bring around and 51% owned by Doore, LLC. Doore, LLC, which will serve as the Manager of Spring Hill, has contributed the land and water source to be used in the new operation through a Land & Water Lease Agreement under which Spring Hill will have the use of 2 acres of land and no less than 5 acre-feet of water for an initial term of 25 years and at a lease rate of $1 per year. Through Humble Water Company, our initial capital contribution to Spring Hill will be $100,000 to be used in commencing operations. In addition, we have committed to provide additional capital to be used for a bottling facility and equipment, in an amount up to $530,000, within the next 3 years. Should we fail to provide this additional capital within the next 3 years, our ownership percentage in Spring Hill will be reduced from 49% to 20%supplement anywhere. Although we hold a minority ownership percentage in Spring Hill, we will have voting control over the company with 75% of the voting membership units. Further, 100% of the losses, expenditures, and deductions from Spring Hill will be allocated to our subsidiary, Humble Water Company.

Handfuls – (Launching in the next 6 months)

Handfuls are a uniqure new approach to snacking. They are sinlge serve packets of snackable superfoods that amount to a handful. They can be packed away for camping or any activity and will fit anywhere in stores. The beginning line will be roasted hemp seeds. Then we will create hemp insfused granola versions.

Hemp Hunks (In R&D) will be ready before the end of the year.

This product will be a package of crispy and thin hemp seed bars (Similar to Bark Thins). They will come in a variety of flavors, with the base always being high-quality hemp seeds and chocolate, with different superfood mixed in. The name Hemp Hunks is in the process of being trademarked

Humbly Hemp Milk Line (In R&D)

Hemp Protein Power & RTD Protein Drink (In R&D)

We are working on our Protein blend right now that will feature Hemp protein as the main ingredient, and will then mix that and our Hemp Milks to create fantastic RTD protein drinks.

Target Market

Health and wellness is becoming a part of everyone’severyone's lives, and eating right is usually the first step. What we can dohave done to test the market for a productproducts like this, is to take a look at the types of consumer that would be looking for our solution. The number of diets trends in America continues to grow, and hemp is the perfect solution for many of them.

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Global Industries Analyst Report (GIA), states that the global market for foods developed for individuals with allergies or intolerances is expected to grow to 24.8 billion by 2020. Food allergies and intolerances are a growing public health problem causing higher demand of products that meet special dietary requirements. The biggest concerns:

	·	Wheat - immuneImmune response to one or more proteins found in wheat, does not have to be gluten
	·
	·	Lactose - Approximately 65 percent of the human population has a reduced ability to digest lactose after infancy. Lactose intolerance in adulthood is most prevalent in people of East Asian descent, affecting more than 90 percent of adults in some of these communities.
	·
	·	Dairy - Individuals with a dairy allergy are allergic to either one or both of the milk proteins, casein and whey. Milk allergies are more common in children and some people grow out of them.
	·
	·	Gluten - Only 1% of Americans has celiac disease, but 1/3 of the population claim to be gluten sensitive, and is trying to live a gluten free lifestyle.
	·
	·	Soy - anAn exact percentage of Americans dealing with a soy allergy is unknown, but it is one of the “Big 8”"Big 8" food allergies
	·
	·	Nut Allergy - Hemp is a wonderful substitute for those with nut allergies

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Hemp is not only attractive to those with food allergens; individuals who follow a strict diet for any reason will be extremely attracted to hemp. Some of the more popular lifestyle diets include:

	·	Paleo - basedBased on Google trends, book sales, and website hits, the number of Americans following a paleo lifestyle is in the millions
	·
	·	Vegetarianism - ”Vegetarianism"Vegetarianism in America”America" study, published by Vegetarian Times (vegetariantimes.com), shows that 3.2 percent of U.S. adults, or 7.3 million people, follow a vegetarian-based diet
	·
	·	Veganism - the Vegetarian Times study shows that 0.5 percent or 1 million people, follow an animal free vegan diet
	·
	·	No GMO - 80% of the food consumed by children in America today are genetically modified. The NO GMO tag is the fastest growing segment in health food
	·
	·	Kosher - it is estimated that 21% of the 5.3 million Jewish Americans keep kosher.

Hemp based foods can be consumed by anyone in these segments. In 2014, the Hemp Industries Association (HIA), a non-profit trade association, released final estimates of the size of the U.S. retail market for hemp products. The estimated total retail value of hemp products sold in the U.S. in 2014 was at least $620 million. More importantly, the total retail sales of hemp food and body care products in the United States is estimated at $200 million.

Everyone can consume our hemp-based foods, but it is never smart to market a product that way. In order to pinpoint our ideal consumer, we have used research done by IRI and SPINS. In this study they broke down this new category of health CPG consumers into several segments. Those categories called “True Believers”"True Believers", and “Enlightened Environmentalists”"Enlightened Environmentalists" are the two main shopper segments for organic food. They make up 46% of organic food purchases. They each make up 9% of the shoppers, so 18% together.

True Believers: Their main concern is to keep a healthy body. They buy only organic, they try new things, are college educated, and have a median income of $65,000.

Enlightened Environmentalists: They care about the environment and buy products and live in a way that doesn’tdoesn't hurt the environment. They specifically shop at places that carry mostly organic and environmentally friendly products; most of them have graduate school degrees and average 57 years of age. They have a median income of $57,000.

By taking these two groups we can highlight some main characteristics of our target consumer:

	·	Average Age: 35-57
	·	Education: College& Graduate School
	·	Education: College& Graduate School Income: $55,000-$70,000
	·
	·	Income: $55,000-$70,000
	·	Where they shop: a mixture of online & Organic and Health based retail (Whole Foods)

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Competition

In the market we are going to occupy, we face four major competitors:

	· ☐	Manitoba Hemp Foods: Based in Canada, Manitoba looks to be the industry leader in this market. They have been selling hemp products since 1998 and have created a strong brand. They carry Hemp Hearts, Hemp Heart Bars, Hemp protein smoothies, Hemp protein powder, and Hemp oil.
	☐
	·	Evo Hemp: Evo is a boulder based Hemp bar company. They are one of the newer hemp brands in the market. They only offer bars in their product line.
	☐
	·	Nutiva: Nutiva is an organic superfood brand. They offer a wide range of products with, chia, red palm, coconut, and hemp. All of their products are non GMO, and USDA organic.
	☐
	·	Naturally Splendid: Naturally Splendid is a multifaceted biotechnology company developing, commercializing, producing, selling, and licensing an entirely new generation of hemp-derived, high quality, nutrient-dense Omega foods, nutritional food enhancers, and related products.

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Our Potential Advantages

Our new brand offersbrands offer a new take on hemp products. While these are very successful brands, they do not stray away from the same old health food positioning. Humbly Hemp will be approachable by every demographic. We willsnacks are positions to bring hemp into the daily routine of the “everyman”"everyman". Our branding and market position will be far more exciting than any other competitor. Humbly Hemp will be a “Lifestyle” brand. By aligning ourselves withtake the stigma and fear out of hemp, producers and manufactures we will be ablecreating an approachable product for anyone to focus more on marketing and promotion sideenjoy. ENDO Brands advantage in the market is our unique formulation, price point, high quality. We are one of the business. We will notfirst in the CBD industry to have to worry about the overhead of a manufacturing facility.testable, full spectrum CBD water product. Our online store will allowin house formulator allows us to reach every household in Americacreate our proprietary CBD ingredient and infuse our products at a competitive price, and our private label approach will give usfraction of the ability to offer a wide rangecost of product lines. Our connections within the hemp, and CPG industry will create the opportunity for co-branding. We will be an early mover in this category.other brands.

Marketing, Sales, and Distribution Strategies

Marketing Plan

Growth Hacking: In the startup phase, we willWe utilize growth hacking techniques to launch our brand. We will promote through all social media channels to build brand awareness for our initial products. The first of these attempts will be sending products to popular Bloggers, Vlogers, and social media celebrities, for promotion on their channels. These techniques cost very little, and are extremely effective for Internet businesses. We will also use Google Ad wordsAdWords to push the product through online advertisements and SEO.

Online Marketing:We will tailor an online marketing campaign to attract the two market segments mentioned earlier in the target market segment. This position will assure that we are promoting to the most viable group of consumers.

Instagram: WeOur goal on IG for our brands is to build an obsessed fan base and an engaged community. Hemp education is a vital part of these channels, we will take a strategy similarutilize this channel to that of Herschel Supply Co.show the “lifestyle” using our products as well as unique info on Instagram. They have been doingour products and drive traffic to the same Instagram campaign since day one. #Welltraveled is the theme of their profile. They feature beautiful travel pictures from all over the world. This fits with the bag companies theme of beautiful modern travel bags and accessories. Our campaign will revolver around #LiveHumbly our trademark slogan. We will only show beautifully edits photography shots of an outstretched hand holding different flavors of our bars, in different cool spots, (Beaches, Gyms, Coffee Shops, Offices). This will follow up that our brand is meant to be enjoyed anywhere anytime. We will post one picture every day, year round.Ecommerce store.

Twitter: The Key to twitter is communication. This will be the key to success on this social channel. The best twitter accounts today are ones that do not broadcast to the consumer, but engage the consumer with interesting content in the form of:

	-	Questions/Surveys
	-	Brand related news
	-	Brand related news
	-	Customer Service
	-	Customer Service
	-	Company News
	-	Company News
	-	Follower Engagement
	-	Follower Engagement

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Facebook:Facebook has gone from being a publishing channel for brands, to now a landing page of brand identity. We will utilize Facebook as a cornerstone of our online identity. We will be careful about being “too promotional”"too promotional" and we will be aiming for content that people will share. To achieve this we will:

	-	Plan Monthly Campaigns
	-
	-	Find Creative way to use consumer generated content
	-
	-	Invest In short catchy video content clips (Mini Ads)
	-
	-	Utilize Facebook Ads for major campaigns

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Social Contests: We will have Quarterlyregular Social Media Channel contests that span from our website to every single channel we have. These will range from, Photo contest, video contests, cooking contests, etc. These types of contests really boosts followership, sharing and all drive traffic directly back to the landing page. They are relatively cheap and the prizes we will give away consist of actual product, lifestyle related products, and company marketing materials.

Analysis and Execution: We will use Hootsuite to posts, and also analyze all of the social media channels. They arechannels using the industry leaders in the field, and it is an application that we have previous knowledge in.latest tools (e.g. Google Analytics).

Guerrilla Marketing:Once we have scaled, and doing business with the big box retailers, we will use more traditional marketing techniques including; in store promotions, trade shows, festival, and Brand Ambassador Programs. We will begin this during the second Quarter of our initial year by hiring two college students located in Los Angeles. They will assist in Social Media Content Creation, Event Marketing, and In Store Promotions in the Los Angeles area. We will quickly expand this program and have 2 students in each state we launch into. This will allow us to get our key demographic engaged in the products on campus, creating lifelong fans of Humbly Hemp.

Consumer Outreach & Education:The most important factor in the marketing of our products will be consumer education on the benefits of hemp. We will use a page in our website to promote this,hemp and in our growth we will focus on this more and more. In the future we will work on doing some co-branding with Hemp associations, Non Profit Groups that share our goals in keeping people and our planet healthy.CBD.

Sales Plan

Retail Distribution: Our partnership with Statewide distributiondistributors across the country will give us a leg up on the competition out of the gate.competition. The ability to get our products into distributors having access to so many stores in Southern Californiaretail locations is a hugebig win for Humbly Hemp.our brands. We will focusare currently focusing on Southern Californiathe South, the South-East and scale our growth from there.the Mid-West, but we plan on moving towards the North-East and West in the near future.

Online Sales:Our website will beis extremely easy to use, and the process of making a purchase will be seamless.use. We are workingworked with the bestour website designers to ensure that our marketplace is both beautiful and functional.

B2B Online Sales:The number of online health food storesManufacturing and especially health food subscription boxes is growing every day. They are always looking for quality products to stock their stores and monthly boxes. We will be targeting them to feature allDistribution

Humbly Hemp

The Humbly Hemp products.Snack Bar are produced by a world class co packer.

Endo Water

We are currently having our proprietary recipe manufactured and packed at a world class facility. We are looking to bring on a second manufacturer soon so that we are able to produce our product as dictated by location of demand and save on freight costs.

Humble Water Co.

Our partnership in Montana with the Springhill Water Co. allows us to sell our amazing natural water directly from the source in Cut Bank, Montana, at the foothills of Glacier National Park. We are looking to build our own bottling facility on site to bring untouched-by-hands bottled natural water to our current distribution channels.

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Joint Venture with Centre Manufacturing, Inc.

Effective June 19, 2018, we formed a new company, Endo & Centre Venture, LLC ("Endo & Centre"), for the purposes of carrying out a joint venture with Centre Manufacturing, Inc. ("Centre Manufacturing"), a food and Distributionbeverage manufacturer owned by our CEO. Through Endo & Centre, we plan to pursue the manufacture, marketing, and sales of private label food and beverages. Centre Manufacturing will carry out the product manufacturing and, through our subsidiary Endo Brands, Inc., we will focus on marketing and sales of private-label food and beverage products. The joint venture with Centre Manufacturing is governed by the Operating Agreement for Endo & Centre. Our subsidiary, Endo Brands, Inc., owns 51% of Endo & Centre, and Centre Manufacturing owns a 49% membership interest. Profits and losses for the company will be shared on a 50/50 basis.

Item 1A. Risk Factors

Risks Related to Our Company and Business

If we do not obtain additional financing, our business development plans will be delayed and we may not achieve profitable operations.

We will require significant additional capital to execute on our business development plans. We intend to seek additional funds through private placements of our common stock or other securities. Our business plan calls for incurring expenses for the purchase of products, website maintenance, and expenses for salary, legal, and administration. If no additional financing is secured, we may have to significantly curtail our plan of operations. If that is the case, our business will not grow as desired. Our ability to raise additional financing is unknown. We do not have any formal commitments or arrangements for the advancement of funds. Consequently, there can be no assurance that we will be able to obtain access to capital as and when needed or, if so, that the terms of any available financing will be commercially reasonable. If we are partyunable to raise suitable financing, our business development plans may be delayed and we may be unable to achieve profitable operations.

Since we have limited operating history and limited revenues to date, we may be unable to achieve or maintain profitability. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a Consulting Agreement with Protein Squared, LLC dba Bar One (“Bar One”). Undernewer enterprise.

We have limited financial resources and have generated limited revenues to date in our business. The likelihood of our success must be considered in light of the agreement, Bar One has been contractedproblems, expenses, difficulties, complications and delays frequently encountered by an emerging growth company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history and lack a track record of consistent revenues, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to fully meet our expenses and totally support our anticipated activities.

Our ability to continue as a business and implement our business plan will depend on our ability to raise sufficient funds. There is no assurance that any debt or equity offerings will be successful or that we will remain in business or be able to implement our business plan if the offerings are not successful.

If we are unable to develop a reliable systems for outside manufacturing and fulfillment, our ability to grow our business and achieve profitability will be severely adversely affected.

We have hired Dr. Ashok Patel to be CEO. His experience in natural oils will allow us to make a breadth of amazing products. However, if he ends his relationship with the Company we may not be able to produce any new products in the future. We have our Endo Water bottled at one facility. If this facility does not continue to work with us in the future, we may be unable to produce any more product. We rely upon one company to produce the Humbly Hemp Snack Bar and to handle fulfillmentsome of our product orders through aadditional products. Our ability to grow our business and customer base will depend upon smoothly functioning relationships with our manufacturing and fulfillment partners and our ability to integrate their roles with our marketing and customer service operations. If we are unable to smoothly integrate these third party manufacturer. Underoperations into our business, or if we are unable to establish and maintain strong relationships with these key outside parties, our ability to successfully deliver quality products to our customer in a timely manner will be adversely affected, and our ability to achieve profitability will be severely impaired.

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If we are unable to successfully market our products or our products do not perform as expected, our business and financial condition will be adversely affected.

We are subject to the agreement,risks generally associated with new product introductions and applications, including lack of market acceptance and failure of products to perform as expected. There can be no assurance that we will compensate Bar Onebe successful in marketing our products to the public. Our success will depend on our ability to grow our wholesale distribution network and to develop additional sales channels on cost-effective terms. Our marketing efforts may not be sufficient to generate significant and ongoing sales. Further, if our products do not perform as expected by consumers, either in terms of flavor or perceived performance, our ability to expand our product distribution and grow overall sales will be severely impaired.

Because consumer preferences change frequently, our hemp-based snack bars will require periodic product introduction.

As a result of changing consumer preferences, many new snack bars and similar products are successfully marketed for these services by paying a $0.03 commissionlimited period of time. Even if our snack bars and other hemp-based food products show early signs of promise, there can be no assurance that our products will continue to Bar Onebe popular for each product unit produced for us. We are currently seeking arrangementsan extended period of time. Our success will be dependent upon our ability to address the changing needs and tastes of the consumer market. Our failure to innovate over time and to adjust to consumer preferences on a regular basis could cause us to fail to achieve and sustain ongoing market acceptance could have a material adverse effect on our financial condition and results of operations.

Because of pressures from competitors with distributorsmore resources, we may fail to implement our business strategy profitably.

The market for our products is intensely competitive and we expect competition to increase in the future. We will compete with larger and more established companies that have longer operating histories, greater name recognition, access to larger customer bases and distribution networks, and significantly greater financial, technical and marketing resources than we do. As a result, they may be able to adapt more quickly to changes in customer preferences and to devote greater resources to the promotion and sale of their products than we will. In addition, they may have more firmly established financial, manufacturing, distribution, and sales relationships in the industry. Therefore, we cannot be sure that we will be able to successfully implement our business strategy in the face of such competition. If we cannot compete effectively, we may experience future price reductions, reduced gross margins and loss of market share, any of which will materially adversely affect our business, operating results and financial condition.

If we are unable to manage growth, our operations could be adversely affected.

Our progress is expected to require the full utilization of our management, financial and other resources, which to date has occurred with limited working capital. Our ability to manage growth effectively will depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train and manage sales, management, and technical personnel. There can be no assurance that management will be able to manage growth effectively.

If we do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptions in our business. Various risks arise when companies grow quickly. If our business or industry grows too quickly, our ability to meet customer demand in a timely and efficient manner could be challenged. We may also experience development delays as we seek to meet increased demand for our products. Our failure to properly manage the growth we might experience could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential customers.

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Our business and growth may suffer if we are unable to attract and retain key employees.

Our success depends on the expertise and continued service of our Founder and Chairman of the Board, Daniel Crawford. Mr. Crawford's ongoing efforts and oversight will be significant factor in our growth and ability to meet our business objectives. It may be difficult to find a sufficiently qualified and motivated individual to replace Mr. Crawford in the event of death, disability or resignation, resulting in our being unable to implement our business plan and even a complete cessation of our operations, which would likely result in the total loss of an investor's investment. In addition, our product development depends heavily on the services of Mr. Ashok Patel. It will be difficult to find a sufficiently qualified and motivated individual to replace Mr. Patel in the event of death, disability, or resignation.

Furthermore, our ability to expand operations to accommodate our anticipated growth will also depend on our ability to attract and retain qualified media, management, finance, marketing, sales and technical personnel. However, competition for these types of employees is intense due to the limited number of qualified professionals. Our ability to meet our business development objectives will depend in part on our ability to recruit, train and retain top quality people with advanced skills who understand our business. We hope that we will be able to attract competent employees, but no assurance can be given that we will be successful in this regard. If we are unable to engage and retain the necessary personnel, our business may be materially and adversely affected.

Risks Related to Legal Uncertainty

If we are the subject of significant future product liability or related lawsuits, our business will likely fail.

Like all sellers of products for human consumption, we cannot eliminate the risk that our products may be subjection to contamination during the manufacturing or distribution process. Although we currently maintain product liability and general liability insurance, we may not be able to obtain such coverage in the future or such coverage may not be adequate to cover all potential claims. Moreover, even if we are able to maintain sufficient insurance coverage in the future, any distribution agreementssuccessful claim could significantly harm our business, financial condition and results of operations.

The legal status of the main ingredient in place atour Endo Water line is uncertain.

Currently, even though many companies are selling food items enhanced with Cannabidiol (CBD), the legal status of CBD for use in food is uncertain. For example, in July 2018, the Department of Public Health of the State of California issued a directive stating that CBD derived from industrial hemp, as is used in products like our ENDO Water line, is not approved for use in human or pet food. The State of New York has taken a similar position. If this time. Upon receiptposition is adopted by many other states in the future, it could significantly harm our business, financial condition, and results of initial product samples from Bar One,operations. Furthermore, the Food and Drug Administration has also not declared CBD Generally Recognized As Safe (GRAS) and, as such, it could issue a directive similar to the one issued by the State of California.

Risks Related to Our Common Stock

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.

We have never declared or paid any cash dividends on our common stock. We currently intend to activelyretain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their own common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase our common stock.

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If we undertake future offerings of our common stock, shareholders will experience dilution of their ownership percentage.

Generally, existing shareholders will experience dilution of their ownership percentage in the company if and when additional shares of common stock are offered and sold. In the future, we may be required to seek additional equity funding in the form of private or public offerings of our common stock and/or use convertible debt. In the event that we undertake subsequent offerings of common stock, or raise money using convertible debentures, your ownership percentage, voting power as a common shareholder, and earnings per share, if any, will be proportionately diluted. This may, in turn, result in a substantial decrease in the per-share value of your common stock.

Because FINRA sales practice requirements may limit a stockholder's ability to buy and sell our stock, investors may not be able to sell their stock should they desire to do so.

In addition to the "penny stock" rules described below, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our Humbly Hemp Snack Barcommon stock, reducing a stockholder's ability to distributors.resell shares of our common stock.

Because we are subject to the "Penny Stock" rules, the level of trading activity in our stock may be reduced.

Broker-dealer practices in connection with transactions in "penny stocks" are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and "accredited investors" must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We lease ourOur corporate headquarters are at 11749 W. Pico Blvd. in Los Angeles, California for $2,800 per month under the terms of a Commercial Lease Agreement. Our initial lease period runs until February 28, 2018. 3235 Skyline Drive, Unit 127, Carrollton, TX 75006.

The property is sufficient for our current business size.

Item 3. Legal Proceedings

We are currently in a dispute with a lender concerning the amount due it after conversion of a convertible debenture to common stock. In the future, we may not currently partybe able to any material legal proceedings.resolve this dispute in an amount that the resources of the Company can meet or the amount of settlement could cause the Company to have serious cash flow issues. If this dispute leads to litigation the attorneys’ fees could be significant and the company may not have the resources to meet these attorneys’ fees.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is quoted under the symbol “HLTK”"RTON" on the OTCQB tier of the over-the-counter electronic quotation system operated by OTC Markets Group, Inc. The following tables set forth the range of high and low prices for our common stock for the each of the periods indicated as reported by the OTC Markets quotation system. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Fiscal Year Ended March 31, 20172019

Quarter Ended		High $				Low $
March 31, 2017			0.89				0.30
December 31, 2016			0.80				0.35
September 30, 2016			0.80				0.0575
June 30, 2016			0.19				0.045