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, 20172020

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, Suite B, Santa Monica, CA12608 Forestgate Drive Dallas, TX		9040575243
(Address of principal executive offices)		(Zip code)

(424) 259-3521

(Registrant’s

(214) 736-7252 (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 o☒

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)submit). Yes o ☒ 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)		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected 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 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$752,000 as of SeptemberJune 30, 2016, using an average2020, based on the closing sale price of bid and asked prices of $0.70$0.0003 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: 52,991,3695,261,244,194 as of June 28, 2017.March 31, 2021.

TABLE OF CONTENTS

			Page No.
PART I
Item 1.	Business		3
Item 1A.	Risk Factors		8
Item 1B	Unresolved Staff Comments		12
Item 2.	Properties		812
Item 3.	Legal Proceedings		812
Item 4.	Mine Safety Disclosures		812
PART II
Item 5.	Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		913
Item 6.	Selected Financial Data		1014
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		1115
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		1319
Item 8.	Financial Statements and Supplementary Data		1420
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		1521
Item 9A.	Controls and Procedures		1521
Item 9B.	Other Information		1521
PART III
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		1622
Item 11.	Executive Compensation		1824
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		2026
Item 13.	Certain Relationships and Related Transactions, and Director Independence		2127
Item 14.	Principal Accounting Fees and Services		2127
PART IV
PART IV
Item 15.	Exhibits, Financial Statement Schedules		2228

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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 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.

Overview

Our primary line of 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”High 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 creates white label products and formulations for CBD brands. As of Fall 2019, in order to form a more efficient corporate structure, Humbly Hemp, Inc. has been merged into Right On Brands, Inc. Right on Brands creates lasting brands with emerging functional ingredients, and our focus right now is industrial hemp, seed bar coated withhemp derived cannabinoids, and high quality dark chocolate, and another coated in yogurt. We will then move into; artisan hemp milks, protein drinks and powders, body care, flavored hemp seeds, hemp granola/cereal, hemp milks, etc.alkaline water.

In our business model, we will source quality ingredients, and reach out to private label manufactures that already possess the infrastructure to make these products, 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.PRODUCT LINE

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.HUMBLY HEMP

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.

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

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 an allergen free facility so NO Soy, and NO-GMO's. From the research we have done with the current products on the market, we believe that it is one of the best bars on the market.

Flavors:

Humbly Hemp Seeds, Hemp Protein,Sparkling Tea

Our Sparkling Teas are made with Black Tea, Ginseng Root Extract and other amazing superfoods.Ashwaghanda Root Extract and naturally flavored for a clean crisp taste.

Flavors:

·         Peach Mango

We launched with three initial flavors:·         Raspberry Hibiscus

·         Watermelon

	·	Cocoa and Sea Salt
	·	Cinnamon Date
	·	Berry Vanilla

ENDO BRANDS:

ENDOEndo Water: (Launching Summer 2017)

ENDO Water will be ais one of a kind Wellness drink. Structured Water, CBSs, and Omegas are somewellness drink as “structured water” is one of the biggest wants in the health and wellness market. ENDO Water will be a herbal flavorered water type drinkis created to "Fuel Mind and Body" 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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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 CBD (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.

ENDO Drops:

The name ENDO Water is in process of being trademarked. On June 27, 2017, we formedeasiest and most effective way to get your daily CBD supplementation. These daily drops are blended with amazing essential oils for a wholly-owned subsidiary, Endo Water, Inc., to conduct our planned operations in this product sector.great taste. You can take them either directly or mix them into your favorite beverage.

On May 31, 2017, we entered into a venture for the development of 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, 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%. 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.ENDO Ease:

Handfuls – (Launching in the next 6 months)Topical Pain relief product, it is our Endo Select Hemp Oil infused with an easy pump distribution cap.

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.ENDO Tokes:

This product will beis 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 ispre-rolled CBD flower that comes in the processshape of being trademarkeda cigarette. The product is however, tobacco free and has less than 0.30% THC so it won’t get you high, but it is a quick delivery system for CBD.

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’s lives, and eating right is usually the first step. What we can do to test the market for a product 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 - immune 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 - an exact percentage of Americans dealing with a soy allergy is unknown, but it is one of the “Big 8” food allergies
	·	Nut Allergy - Hemp is a wonderful substitute for those with nut allergies

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 - based on Google trends, book sales, and website hits, the number of Americans following a paleo lifestyle is in the millions
	·	Vegetarianism - ”Vegetarianism in 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 consumeCompetition & 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”, and “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’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
	·	Income: $55,000-$70,000
	·	Where they shop: a mixture of online & Organic and Health based retail (Whole Foods)

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CompetitionAdvantages

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.
	☐	CBD MD: CBD MD is a manufacturer of CBD infused products. CBD MD has a full line of CBD infused products.

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 formulation 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 will utilize growth hacking to launch our brand.Multi-Channel Marketing: We will promote through all social mediamultiple 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 words 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. However, most major online platform do not allow the advertising of CBD infused products for sale so we are limited in what we can promote.

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 doing 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 bagsour products and accessories. Our campaign will revolver around #LiveHumblydrive traffic to 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.stores.

Twitter: The KeyWe will use Twitter to twitter is communication. Thisinform our customers and investors about the company and to drive traffic to our website that 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
	-	Customer Service
	-	Company News
	-	Follower Engagement

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convert into purchases.

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

Social Contests: We will have Quarterly 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 are the industry leaders in the field, and it is an application that we have previous knowledge in.

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 stores 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 all Humbly Hemp products.

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currently have the following websites: EndoBrands.com / HumblyHemp.com / EndoTokes.com.

Manufacturing and Distribution

Humbly Hemp

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

Endo Water

We are partycurrently having our proprietary recipe manufactured and packed at a world class facility. We are looking to bring on a Consultingsecond 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 in the future to sell 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.

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 beverage manufacturer owned by our President, Ashok Patel. 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 with Protein Squared, LLC dba Bar One (“Bar One”). Underfor 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 agreement, Bar One has been contractedcompany 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 as well as public sale of our stock to the public. 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 unable 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 newer 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 problems, 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 our President. 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.

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, if we fail to innovate, our business and financial condition will be adversely affected.

As a result of changing consumer preferences, most new products are successfully marketed for these services by paying a $0.03 commissionlimited period of time. Even if our 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 any distribution agreementsan adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential customers.

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 my different persons. If one of them leaves the company, it may be difficult to find a sufficiently qualified and motivated individual to replace him/her and it may result in place atour 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 time. Uponregard. If we are unable to engage and retain the necessary personnel, our business may be materially and adversely affected.

The recent coronavirus outbreak may adversely affect our business.

In December 2019, a strain of coronavirus was reported to have surfaced in Wuhan, China, and has reached multiple other countries, resulting in government-imposed quarantines, travel restrictions and other public health safety measures in China, the U.S., Italy, Israel and other affected countries. The continued outbreak and spreading of the coronavirus has and may continue to adversely impact our business, as our operations are based in the United States which has been severely affected by the outbreak. The various precautionary measures taken by many governmental authorities around the world in order to limit the spread of the coronavirus has had and may continue to have an adverse effect on the global markets and global economy, including on the availability and pricing of employees, resources, materials, manufacturing and delivery efforts and other aspects of the global economy. The financial downturn has affected the working hours or availability of staff and third-party contractors, and our clients may encounter cash-flow issues that will delay their payments to us. We also rely on third-party professionals to provide services such as the preparation of our financial statements and to conduct audits, and many of these parties have been affected by government-imposed precautionary measures, thereby delaying our receipt of initialthese services. Therefore, the coronavirus has and could continue to disrupt production and cause delays in the supply and delivery of our products, may continue to affect our operation and disrupt the marketplace in which we operate and may have a material adverse effect on our operations. The extent to which the coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. The development of the coronavirus outbreak could materially disrupt our business and operations, hamper our ability to raise additional funds or sell our securities, continue to slow down the overall economy, curtail consumer spending, interrupt our sources of supply, and make it hard to adequately staff our operations.

Risks Related to Legal Uncertainty

If we are the subject of significant future product samplesliability 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 successful claim could significantly harm our business, financial condition and results of operations.

The legal status of the main ingredient in our products 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 Bar One,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. The FDA has taken a similar position. If this position is adopted by many other states in the future, it could significantly harm our business, financial condition, and results of 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 actively marketretain future earnings, if any, to finance the expansion of our Humbly Hemp Snack Barbusiness. 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 distributors.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.

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 common stock, reducing a stockholder's ability to 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. 12608 Forestgate Drive Dallas, TX 75243.

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.

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, 20172020

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

Fiscal Year Ended March 31, 20162019

Quarter Ended		High $				Low $
March 31, 2016			0.25				0.011
December 31, 2015			0.1799				0.025
September 30, 2015			0.1799				0.058
June 30, 2015			0.08				0.058

On June 28, 2017,March 30, 2021, the last sales price per share of our common stock was $0.51.$0.0037.

Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’sbroker's or dealer’sdealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’scustomer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’spurchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

Holders of Our Common Stock

As of June 28, 2017,March 31, 2020, we had 52,991,369999,515,530 shares of our common stock issued and outstanding, held by 89approximately 120 shareholders of record.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

	1.	we We would not be able to pay our debts as they become due in the usual course of business, or;business; or
	2.	our Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Item 6. Selected Financial Data

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

Item 7. Management’sManagement'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 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.

Fiscal Year Ended March 31, 20172020 Compared to Fiscal Year Ended March 31, 20162019

During the year ended March 31, 2017,2020, we generated revenue of $587.$328,580. Our cost of goods sold was $307,280, resulting in gross margin of $21,300. We incurred total operating expenses of $166,151,$968,540, consisting of consulting fees of $162,435, executive compensation of $101,000, general and administrative expenses of $44,847,$345,157, legal and professional fees of $46,722, executive compensation$195,855, bad debt expense of $30,000,$21,362, advertising and promotion costs of $24,582,$66,838, asset impairment of $69,113 and depreciation and amortization of $20,000.$6,780. In addition, we incurred interest expense of $2,264 and$906,177, default penalties of $301,980, financing costs of $496,784, a loss on the change in fair value of derivative liabilities of $821,961, a net loss on extinguishment of debt in the amount of $2,770,451. The loss on extinguishment$1,447 and other income of debt reflects the issuance common stock in exchange for outstanding debt of $129,549.$112. Our net loss for the year ended March 31, 20172020 was $2,938,279.$3,475,477.

By comparison, during the year ended March 31, 2016,2019, we generated revenue of $16,060.$255,821. Our cost of goods sold was $168,918, resulting in gross margin of $86,903. We incurred total operating expenses of $66,990,$5,103,370, consisting of consulting fees of $3,190,800, executive compensation of $1,102,858, general and administrative expenses of $12,046,$446,894, legal and professional fees of $11,260,$124,269, bad debt expense of $95,632, advertising and promotion costs of $23,684,$86,963, and depreciation and amortization of $20,000.$2,888. In addition, we incurred interest expense of $459,062, default penalties of $298,600, financing costs of $1,676,568, and a gain on the change in fair value of derivative liabilities of $1,365,539. Our net loss for the year ended March 31, 20162019 was $50.930.$6,085,157.

Our expenses increaseddecreased during the year ended March 31, 2017,2020, as compared to the prior year, largely as a result of our new focus ondecreased costs for legal, professional, and consulting fees as well as a significant decrease in financing costs incurred for debt funding received in the development and marketing of a new line of healthy hemp-based snack foods.current year. As we continue with the development and marketing of our new health food and planned bottled water products, we expect that our expenses, as well as our revenues, will increase significantly over the current fiscal year.

Liquidity and Capital Resources

As of March 31, 2017,2020, we had current assets in the amount of $167,764,$124,720, consisting of cash in the amount of $130,787,$67,153, accounts receivable, net of allowance, of $7,169, prepaid expenses of $8,833, product$34,862 and inventory of $26,144, and a deposit of $2,000. $15,536.

As of March 31, 2017,2020, we had current liabilities of $91,950,$2,375,199, consisting of notes payable of $299,000, convertible debtdebts, net of discounts, in the amount of $68,000,$275,941, derivative liability of $1,574,097, accounts payable of $109,243, accrued interest of $3,927, accrued executive compensation$71,318, and current portion of $9,869, and accounts payablelease liability of $10,154.$45,600.

In connection withWe have funded our acquisitionoperations to date through the issuance of the Humbly Hemp business, we assumed outstanding Convertible Promissory Notes issued by Humbly Hemp, and agreed that the notes shall be convertible to our common stock atin offerings exempt under Rule 506, as well as through the same prices,issuance of notes payable and on the same terms and conditions, as set forth therein. The Convertible Promissory Notes assumed were as follows:convertible notes payable.

Note Title		Date		Principal Amount				Note Conversion Price
12 Month 8% Convertible Promissory Note		4/11/16		$	10,000			$	0.01
12 Month 8% Convertible Promissory Note		2/8/16		$	8,000			$	0.02
12 Month 8% Convertible Promissory Note		2/1/16		$	5,000			$	0.01
6 Month 6% Convertible Promissory Note		7/7/16		$	25,000			$	0.10
6 Month 6% Convertible Promissory Note		7/13/16		$	20,000			$	0.10
Total Amount				$	68,000

Our ability to successfully execute our business plan is contingent upon us obtaining additional financing and/or upon realizing sales revenue sufficient to fund our ongoing expenses. Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

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Off Balance Sheet Arrangements

As of March 31, 20172020, there were no off balance sheet arrangements.

Going Concern

We have experienced recurring losses from operations and had an accumulated deficit of $3,927,000$13,661,579 as of March 31, 2017.2020. To date, we have not been able to produce sufficient sales to become cash flow positive and profitable on a consistent basis. The success of our business plan during the next 12 months and beyond will be contingent upon generating sufficient revenue to cover our costs of operations and/or upon obtaining additional financing. For these reasons, our auditor has raised substantial doubt about our abilityIf the Company raises additional funds through the issuance of equity, the percentage ownership of current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to continue as a going concern.the rights, preferences and privileges of the Company’s common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict its future plans for developing its business and achieving commercial revenues. If the Company is unable to obtain the necessary capital, the Company may have to cease operations.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical"critical accounting polices”polices" in the Management Discussion and Analysis. The SEC indicated that a “critical"critical accounting policy”policy" is one which is both important to the portrayal of a company’scompany's financial condition and results, and requires management’smanagement's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that the following accounting policies currently fit this definition.

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of Right On Brands, Inc. and its wholly owned subsidiaries (Humbly Hemp, Inc., Endo Brands, Inc. and Humble Water Company). Intercompany accounts and transactions have been eliminated upon consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided by the straight-line method over the useful lives of the related assets, from three to five years.

The cost of building the Company's website has been capitalized and amortized over a period of three years. Expenditures for minor enhancements and maintenance are expensed as incurred.

Inventory

Inventories are stated at the lower of cost (average cost) or market (net realizable value). Inventory consistsconsisted of raw materials and finished goods inventory of $3,921 and $11,615, respectively, as of March 31, 2020. Inventory consisted of raw materials, work in process inventory and finished goods inventory of $26,144, $0$43,796, $30,611 and $0, respectively.$139,550, respectively, as of March 31, 2019.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Long-lived Assets

The Company’sCompany's long-lived assets and other assets (consisting of property and equipment) are reviewed for impairment in accordance with the guidance of the FASB Topic ASC 360,”" Property, Plant, and Equipment”Equipment", and FASB ASC Topic 205 “" Presentation of Financial Statements “.". The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’smanagement's estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Through March 31, 20172020 and 2016,2019, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that demand for the Company’sCompany's products or services will continue, which could result in an impairment of long-lived assets in the future.

 

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Stock-Based Compensation

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. 

Revenue Recognition

We recognize revenue when our performance obligation is satisfied. Our primary performance obligation (the distribution and sales of hemp products) is satisfied upon the shipment or delivery of products to our customers, which is also when control is transferred. The Company expectstransfer of control of products to recognize revenuesour customers is typically based on written sales terms that do not allow for a right of return after 30 days from the date of purchase.

Our products are sold for cash or on credit terms. Our credit terms, which are established in accordance with local and industry practices, typically require payment within 30 days of delivery, and may allow discounts for early payment. We estimate and reserve for our bad debt exposure based on our experience with past due accounts and collectability, the guidelinesaging of accounts receivable and our analysis of customer data.

On April 1, 2018 the Company adopted ASU 2014-09, “Revenue from Contracts with Customers (ASC 606)” using the modified retrospective method. Adoption of the Securitiesnew revenue standard had no impact on the Company’s consolidated balance sheet, results of operations, equity (deficit) or cash flows as of the adoption date and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”.

Under SAB 104, four conditions must be met beforethe Company does not expect and further material impact to its consolidated financial statements on an ongoing basis as a result of adopting the revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured.standard.

Income Taxes

The Company is subject to income taxes in the U.S. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In accordance with FASB ASC Topic 740, “Income"Income Taxes,”" the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. The Company accounts for income tax under the provisions of FASB ASC Topic 740, “Income Taxes”"Income Taxes", which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities. Valuation allowances are established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

Fair Value of Financial Instruments

The Company applies the provisions of accounting guidance, FASB Topic ASC 825 that requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of March 31, 20172020 and March 31, 20162019 the fair value of cash and accounts payable, approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates.

Convertible Instruments

The Company evaluates and account 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 free standing 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.

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

Recently Issued Accounting Pronouncements

Our management has considered all recent accounting pronouncements issued since the last audit of our financial statements. Our management believes that these recent pronouncements will not have a material effect on our financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements Required by Article 8 of Regulation S-X:

Audited Financial Statements:

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Right On Brands, Inc.

HealthTalk Live, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheetssheet of HealthTalk Live,Right On Brands, Inc. and its subsidiaries (the “Company”) as of March 31, 20172020 and 2019, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the yeartwo years in the period ended March 31, 2017. HealthTalk Live, Inc.’s management is responsible for these financial statements. Our responsibility is2020, and the related notes (collectively referred to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance withas the standards of the Public Company Accounting Oversight Board (United States)“financial statements”). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of HealthTalk Live, Inc.the Company as of March 31, 20172020 and 2019, and the results of its consolidated operations and its consolidated cash flows for each of the yeartwo years in the period ended March 31, 20172020, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has minimal revenues, has incurredsuffered recurring losses and recurring negative cash flow from operating activities,since inception and has an accumulated deficita significant working capital deficiency both of which raisesraise substantial doubt about its ability to continue as a going concern. Management’s plans concerningin regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ AMC AuditingBasis for Opinion

AMC Auditing

Las Vegas, Nevada

July 11, 2017

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3458 Ocean View Blvd. Glendale, CA 91208 Telephone: 818.634.2276 Fax: 818.484.4884 Mailing Address: P.O. Box 185 Montrose, CA 91021 www.kbl.com

Report of Independent Registered Public Accounting Firm

Board of Directors of HealthTalk Live, Inc.

We have audited the accompanying balance sheet of HealthTalk Live, Inc. as of March 31, 2016, and the related statements of operations, stockholders’ equity, and cash flows for the year the ended. TheThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We conducted our audit in accordanceare a public accounting firm registered with auditing standards of the Public Company Accounting Oversight Board (United States). (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal controlscontrol over financial reporting. Our audit included considerationAs part of our audits, we are required to obtain an understanding of internal controlscontrol over financialsfinancial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our auditaudits provides a reasonable basis for our opinion.

In our opinion,/s/ Turner, Stone & Company, L.L.P.

We have served as the financial statements referred to above present fairly, in all material respects, the financial position of HealthTalk Live, Inc. as of Company’s auditor since 2019.

Dallas, Texas

March 31, 2016, and the results of its operations and their cash flows for the year ending March 31, 2016 in conformity with accounting principles generally accepted in the United States of America.2021

The accompanying notes are an integral part of these consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the accompanying financial statements, the Company has incurred continuing losses from operations not been profitable, a stockholders’ deficit of approximately $83,000 and has needed to rely on advances from its officers to operate, a sign indicating additional capital will be needed to advance the development of the Company’s services and products to the point at which they may become commercially viable. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts to the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.statements.

Glendale, California

July 15, 2016

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Table of Contents

HEALTHTALK LIVE, INC.

BALANCE SHEETSThe accompanying notes are an integral part of these consolidated financial statements.

		March 31,				March 31,
		2017				2016
ASSETS
Current assets
Cash		$	130,787			$	3,019
Prepaid expense			8,833				-
Inventory			26,144				-
Deposit			2,000				-
Total current assets			167,764				3,019
Non-current assets
Net property and equipment			13,159				28,850
Net intangible assets			1,024				-
Total non-current assets			14,183				28,850
Total assets		$	181,947			$	31,869
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable		$	10,154			$	27,592
Accrued executive compensation			9,869				-
Accrued interest payable			3,927				-
Convertible debt			68,000				-
Total current liabilities			91,950				27,592
Long-term liability
Due to former officer			-				87,039
Total liabilities			91,950				114,631
Stockholders' equity (deficit)
Series A Preferred stock; 10,000,000 shares authorized of $.001 par value; 5,000,000 and no shares issued March 31, 2017 and 2016, respectively			5,000				-
Common stock; par value $.001; 100,000,000 shares authorized 50,215,585 and 32,577,585 shares issued March 31, 2017 and 2016, respectively			50,216				32,578
Additional paid-in capital			2,867,580				243,180
Common stock payable			464,000				-
Accumulated deficit			(3,296,799	)			(358,520	)
Total stockholders' equity (deficit)			89,997				(82,762	)
Total liabilities and stockholders' equity (deficit)		$	181,947			$	31,869

 

See Accompanying Notes to Financial Statements.

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