10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 2021
☐	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number:  000-55704

Right On Brands, Inc.

(Exact name of registrant as specified in its charter)

Nevada	45-1994478
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

6501 Dalrock Road, Suite 100, Rowlett, TX 75089

(Address of principal executive offices)

(214) 736-7252

(Registrant's telephone number)

____________________________N/A_______________________________

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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). ☒ Yes    ☐ No

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	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 Exchange Act). ☐ Yes    ☒ No

As of February 7, 2022, there were 5,924,801,561 shares of common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management's Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4:	Controls and Procedures	8
PART II - OTHER INFORMATION
Item 1:	Legal Proceedings	9
Item 1A:	Risk Factors	9
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3:	Defaults Upon Senior Securities	9
Item 4:	Mine Safety Disclosures	9
Item 5:	Other Information	9
Item 6:	Exhibits	10

2

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Our financial statements included in this Form 10-Q are as follows:

F-1	Condensed Consolidated Balance Sheets as of December 31, 2021 (unaudited) and March 31, 2021;
F-2	Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2021 and 2020 (unaudited);
F-3	Condensed Consolidated Statements of Stockholders’ Deficit for the nine months ended December 31, 2021 and 2020 (unaudited);
F-4	Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2021 and 2020 (unaudited);
F-5	Notes to Condensed Consolidated Financial Statements (unaudited).

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended December 31, 2021, are not necessarily indicative of the results that can be expected for the full year.

3

RIGHT ON BRANDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31,			March 31,
	2021			2021
	(unaudited)			(audited)
Assets
Current assets
Cash	$	51,280		$	45,780
Inventory		65,695			73,553
Other current assets		3,221			3,221
Total current assets		120,196			122,554
Non-current assets
Property and equipment, net of depreciation		16,885			21,085
Right of use asset		72,474			93,000
Total non-current assets		89,359			114,085
Total assets	$	209,555		$	236,639
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	65,739		$	126,798
Accrued interest payable		31,221			81,977
Accrued expenses		96,820			121,741
Lease liability, current portion		33,674			69,600
Notes payable		50,000			367,000
Convertible debt, net of discount		296,788			338,275
Derivative liability		159,749			472,471
Total current liabilities		733,991			1,577,862
Lease liability, non-current		48,400			69,000
Total liabilities		782,391			1,646,862
Commitments and contingencies (Note 11)		-			-
Stockholders' deficit
Series A Preferred stock; 10,000,000 shares authorized of $0.001 par value; 5,000,000 shares issued, respectively		5,000			5,000
Common stock; par value $0.001; 12,000,000,000 shares authorized, 6,220,169,526 and 5,474,978,826 shares issued, respectively		6,220,169			5,474,979
Additional paid-in capital		8,902,613			8,546,492
Common stock payable		51,820			51,820
Accumulated deficit		(15,776,875	)		(15,512,951	)
Total Right On Brands stockholders' deficit		(597,273	)		(1,434,660	)
Noncontrolling interest		24,437			24,437
Total stockholders' deficit		(572,836	)		(1,410,223	)
Total liabilities and stockholders' deficit	$	209,555		$	236,639

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-1

RIGHT ON BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

	For the three months ended						For the nine months ended
	December 31,						December 31,
	2021			2020			2021			2020
Revenues	$	339,194		$	2,767		$	716,734		$	23,348
Cost of goods sold		207,527			1,260			421,378			11,951
Gross profit		131,667			1,507			295,356			11,397
Operating expenses
General and administrative		79,799			40,277			228,409			185,646
Advertising and promotion		8,240			-			25,744			972
Legal and professional		18,776			-			101,581			10,818
Executive compensation		-			40,000			-			40,000
Depreciation and amortization		1,400			1,500			4,200			4,807
Impairment expense		-			-			-			91,200
Total operating expenses		108,215			81,777			359,934			333,443
Income (loss) from operations		23,452			(80,270	)		(64,578	)		(322,046	)
Other income and (expense)
Interest expense		(2,676	)		(21,082	)		(23,974	)		(61,883	)
Amortization of debt discount		-			(55,187	)		-			(295,934	)
Change in fair value of derivative liability		(47,977	)		101,055			99,566			(72,185	)
Financing costs		-			-			-			(96,958	)
Default penalty		-			(36,571	)		-			(52,717	)
Loss on extinguishment of liabilities		(136,798	)		-			(274,938	)		-
Total other income (expense)		(187,451	)		(11,785	)		(199,346	)		(579,677	)
Net loss including noncontrolling interest	$	(163,999	)	$	(92,055	)	$	(263,924	)	$	(901,723	)
Net loss attributable to noncontrolling interest		-			-			-			-
Net loss attributable to Right on Brands, Inc.	$	(163,999	)	$	(92,055	)	$	(263,924	)	$	(901,723	)
Loss per share	$	0.00		$	0.00		$	0.00		$	0.00
Weighted average shares outstanding - basic		6,171,058,656			3,940,218,861			5,908,813,601			2,803,052,219

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

RIGHT ON BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED DECEMBER 31, 2021 AND 2020

UNAUDITED

	Preferred Stock				Common Stock				Additional Paid in			Common Stock		Accumulated			Noncontrolling
	Shares		Amount		Shares		Amount		Capital			Payable		Deficit			Interest		Total
Balances, March 31, 2020		5,000,000	$	5,000		999,515,530	$	999,516	$	10,382,366		$	66,820	$	(13,661,579	)	$	24,437	$	(2,183,440	)
Conversion of debt and interest		-		-		1,505,618,794		1,505,619		(995,555	)		-		-			-		510,064
Net loss		-		-		-		-		-			-		(206,624	)		-		(206,624	)
Balances, June 30, 2020		5,000,000		5,000		2,505,134,324		2,505,135		9,386,811			66,820		(13,868,203	)		24,437		(1,880,000	)
Conversion of debt and interest		-		-		651,813,187		651,813		(469,312	)		-		-			-		182,501
Net loss		-		-		-		-		-			-		(603,044	)		-		(603,044	)
Balances, September 30, 2020		5,000,000	$	5,000		3,156,947,511	$	3,156,948	$	8,917,499		$	66,820	$	(14,471,247	)	$	24,437	$	(2,300,543	)
Conversion of debt and interest		-		-		1,261,392,856		1,261,392		(866,712	)		-		-			-		394,680
Issuance of common stock for service		-		-		380,000,000		380,000		(304,000	)		-		-			-		76,000
Net loss		-		-		-		-		-			-		(92,055	)		-		(92,055	)
Balances, December 31, 2020		5,000,000	$	5,000		4,798,340,367	$	4,798,340	$	7,746,787		$	66,820	$	(14,563,302	)	$	24,437	$	(1,921,918	)
Balances, March 31, 2021		5,000,000	$	5,000		5,474,978,826	$	5,474,979	$	8,546,492		$	51,820	$	(15,512,951	)	$	24,437	$	(1,410,223	)
Settlement of accounts payable		-		-		13,000,000		13,000		16,900			-		-			-		29,900
Settlement of warrant dispute		-		-		38,114,035		38,114		41,886			-		-			-		80,000
Settlement of debt dispute		-		-		83,333,333		83,333		341,667			-		-			-		425,000
Issuance of common stock for cash		-		-		299,999,999		300,000		(236,000	)		-		-			-		64,000
Net loss		-		-		-		-		-			-		(121,969	)		-		(121,969	)
Balances, June 30, 2021		5,000,000		5,000		5,909,426,193		5,909,426		8,710,945			51,820		(15,634,920	)		24,437		(933,292	)
Issuance of common stock for cash		-		-		83,333,333		83,333		(58,333	)		-		-			-		25,000
Issuance of common stock for service		-		-		1,500,000		1,500		1,500			-		-			-		3,000
Net income		-		-		-		-		-			-		22,044			-		22,044
Balances, September 30, 2021		5,000,000	$	5,000		5,994,259,526	$	5,994,259	$	8,654,112		$	51,820	$	(15,612,876	)	$	24,437	$	(883,248	)
Settlement of debt		-		-		225,910,000		225,910		248,501			-		-			-		474,411
Net loss		-		-		-		-		-			-		(163,999	)		-		(163,999	)
Balances, December 31, 2021		5,000,000	$	5,000		6,220,169,526	$	6,220,169	$	8,902,613		$	51,820	$	(15,776,875	)	$	24,437	$	(572,836	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

RIGHT ON BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

	For the nine months ended
	December 31,
	2021			2020
OPERATING ACTIVITIES
Net loss	$	(263,924	)	$	(901,723	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		4,200			4,807
Right of use asset impairment		-			91,200
Amortization of debt discount		-			295,934
Financing costs		-			96,958
Stock issued for services		3,000			76,000
Change in fair value of derivative liability		(99,566	)		72,185
Loss on extinguishment of liabilities		274,938			-
Default penalty		-			50,271
Changes in operating assets and liabilities:
Prepaid expenses		-			34,862
Inventory		7,858			-
Accounts payable		(53,059	)		(12,362	)
Accrued interest payable		23,974			61,736
Accrued expenses		19,079			(3,394	)
NET CASH USED IN OPERATING ACTIVITIES		(83,500	)		(133,526	)
INVESTING ACTIVITIES
NET CASH USED IN INVESTING ACTIVITIES		-			-
FINANCING ACTIVITIES
Proceeds from notes payable		-			68,000
Repayment of convertible debt		-			(1,379	)
Proceeds from issuance of common stock		89,000			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		89,000			66,621
NET INCREASE (DECREASE) IN CASH	$	5,500		$	(66,905	)
CASH, BEGINNING OF PERIOD		45,780			67,153
CASH, END OF PERIOD	$	51,280		$	248
CASH PAID FOR INCOME TAXES	$	-		$	-
CASH PAID FOR INTEREST	$	-		$	3,179
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for conversion of debt and interest	$	-		$	3,418,825
Common stock issued for settlement of liabilities	$	1,009,311		$	-
Right of use asset and liability, office lease	$	-		$	34,200

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-4

RIGHT ON BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Formation and Business Activity

Right on Brands, Inc. (“we” or “the Company” or “Right on Brands”) was incorporated under the laws of the State of Nevada on April 1, 2011, as HealthTalk Live, Inc. On August 10, 2017, the Company amended is articles of incorporation and changed its name to Right On Brands, Inc. On August 31, 2017 the Company common shares commenced trading under the new stock symbol RTON. The Company’s primary business is the sale of health and wellness products.

The Company has the following wholly owned subsidiaries:

· Humbly Hemp, Inc.

· Endo Brands, Inc.

· Humble Water Company

The Company has the following majority owned subsidiaries:

· Endo & Centre Venture LLC (51% owner)

As disclosed in our 10-K for the year ended March 31, 2021, the Company, through its subsidiaries Humble Water Company and Endo & Centre Venture LLC, had joint ventures with no activity. The Company has discontinued these joint ventures and Humble Water Company and Endo & Centre Venture LLC contain no assets, liabilities, or operations.

The Company continues to sell health and wellness products focused in the hemp marketplace through online and in-person retail sales at our retail location in Rowlett, Texas.

NOTE 2 – GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. For the period ended December 31, 2021, the Company had an accumulated deficit of approximately $15,777,000, had a net loss of approximately $264,000, and net cash used in operating activities of approximately $84,000, with approximately $717,000 revenue earned, and a lack of profitable operational history. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern.

While the Company is attempting to generate greater revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of additional public and/or private offerings of its stock. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues.

The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

F-5

RIGHT ON BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Principles of Consolidation

The condensed consolidated financial statements of the Company include the accounts of Right On Brands, Inc. and its wholly owned subsidiaries and majority owned business (Humbly Hemp, Inc., Endo Brands, Inc., Humble Water Company, Springhill Water Co, and Endo & Centre Venture LLC). Intercompany accounts and transactions have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company has defined cash and cash equivalents as all cash in banks and highly liquid investments available for current use with an initial maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2021 or March 31, 2021.

The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors' interest and non-interest-bearing accounts. At December 31, 2021, none of the Company's cash balances were in excess of FDIC limits. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks.

Accounts Receivable

The Company performs periodic credit evaluations of its customers’ financial condition and extends credit to virtually all of its customers on an uncollateralized basis. Credit losses to date have been insignificant and within management’s expectations. The Company provides an allowance for doubtful accounts that is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal accounts receivable are due 30 to 45 days after the issuance of the invoice. Receivables past due more than 60 days are considered delinquent. Delinquent receivables are evaluated for collectability based on individual credit evaluation and specific circumstances of the customer. As of December 31, 2021, and March 31, 2021, the Company’s allowance for doubtful accounts was $0, respectively. The Company did not write off any accounts receivable against the allowance for doubtful accounts during the periods ended December 31, 2021 and 2020, respectively.

Inventory

Inventories are stated at the lower of cost (average cost) or market (net realizable value). Cost includes materials related to the purchase of finished goods to be sold to retail customers. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. If our review indicates a reduction in utility below carrying value, we reduce our inventory to a new cost basis through a charge to cost of revenue.

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, ranging from one 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.

F-6

RIGHT ON BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Recoverability of Long-Lived Assets

The Company'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," 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'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 December 31, 2021 and 2020, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that demand for the Company's products or services will continue, which could result in an impairment of long-lived assets in the future.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probably that a liability has been incurred and the amount can be reasonable estimated.

Income Taxes

In accordance with FASB ASC Topic 740, "Income Taxes," the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.

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 transfer of control of products to our online customers is typically based on sales terms that do not allow for a right of return after 7 days from the date of purchase. The transfer of control of products to our in-store customers is typically based on sales terms that do not allow for a right of return.

Our products are sold for cash with payments received at pickup or before shipping.

Share 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 718. 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 718.

F-7

RIGHT ON BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Fair Value Measurement

ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but Generally Accepted Accounting Principles in the United States (“GAAP”) provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.”

Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2021 or March 31, 2021. The Derivative liabilities are Level 3 fair value measurements.

The following is a summary of activity of Level 3 liabilities during the nine months ended December 31, 2021:

Balance at March 31, 2021	$	472,471
Settlement		(213,156	)
Change in fair value		(99,566	)
Balance at December 31, 2021	$	159,749

During prior years, the Company entered into several convertible note agreements (Note 6). These notes are convertible at a fraction of the stock closing price near the conversion date. Additionally, the conversion price, as well as other terms including interest rates, adjust if any future financings have more favorable terms. The conversion features of these notes meet the definition of a derivative which therefore requires bifurcation and are accounted for as a derivative liability.

At March 31, 2021, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible promissory notes based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $0.0035; a risk-free interest rate of 0.05%, and expected volatility of the Company’s common stock of 375%, various estimated exercise prices, and terms under one year.

At December 31, 2021, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible promissory notes based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $0.0008; a risk-free interest rate of 0.19%, and expected volatility of the Company’s common stock of 152%, various estimated exercise prices, and terms under one year.

F-8

RIGHT ON BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Financial Instruments

The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the consolidated balance sheets approximates fair value.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 "Derivatives and Hedging Activities".

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as 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. Proceeds from these convertible notes are reported under the financing section of the statements of cash flows. Changes to the fair value of the derivative liability are reported as adjustments to reconcile net loss to net cash used in operating activities in the accompanying statement of cash flows.

Basic and Diluted Loss Per Share

Basic net loss/income per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options, warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented.

Recently Issued Accounting Standards

During the period ended December 31, 2021, and subsequently, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

Subsequent Events

The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration.

F-9

RIGHT ON BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4 – INVENTORY

At December 31, 2021 and March 31, 2021, inventory consisted of the following:

	December 31, 2021		March 31, 2021
Finished goods		65,695		73,553
	$	65,695	$	73,553

NOTE 5 – PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS

The Company’s property and equipment consisted of the following at the respective balance sheet dates:

	December 31, 2021			March 31, 2021
Website development	$	88,965		$	88,965
Automobile		31,596			31,596
Studio and office equipment		11,910			11,910
Tenant improvements		11,135			11,135
Intangible assets		1,024			1,024
		144,630			144,630
Accumulated depreciation and amortization		(127,745	)		(123,545	)
	$	16,885		$	21,085

Depreciation expense of property and equipment for the nine months ended December 31, 2021 and 2020 was $4,200 and $4,807, respectively.

NOTE 6 – DEBT

Notes Payable

During October 2016, the Company extinguished $129,549 of debt in exchange for 5,000,000 shares of newly issued common stock. The original note had a maturity date of November 11, 2016, and no interest rate. A total of 4,200,000 shares were issued to three of the four noteholders. As of December 31, 2016, the remaining balance of 800,000 shares of common stock was pending issuance to one noteholder, so common stock payable of $474,000 was recorded in the accompanying consolidated statement of stockholders’ equity. As of July 2019, the shares were still pending issuance; accordingly, the Company reclassified the amount due to Noteholder 8 to notes payable at the fair value of the common stock. During February 2020, the Company issued 800,000 shares of the Company’s common stock pursuant to the October 2016 debt extinguishment. As a result, the note payable of $474,000 is no longer outstanding. On February 12, 2019, Noteholder 1 submitted a notice of conversion for $125,000 principal and $11,250 accrued interest after the note was in default.  The note terms provided a $3,000 daily fee for failure to deliver common stock prior to a deadline of two days after the conversion notice. The shares due under the conversion were not issued until May 8, 2019. Accordingly, a note payable of $135,000was recorded as a penalty at March 31, 2019. An additional $114,000 was accrued as a penalty during the year ended March 31, 2020. The $249,000 balance was outstanding and in default at March 31, 2021. On June 28, 2021, the Company and Noteholder 1 settled the dispute over the outstanding balance. As part of the settlement, the Company issued 83,333,333 shares of common stock valued at $425,000 for the settlement of the $249,000 note balance and $59,760 in accrued interest, resulting in a loss on settlement of $116,240.

On November 22, 2019, the Company issued a $50,000 promissory note to a third-party lender for a $25,000 cash borrowing. Accordingly, a $25,000 discount was recorded at issuance, all of which was amortized by March 31, 2020. The non-interest-bearing note is secured by inventory, matured February 20, 2020, and remains in default at December 31, 2021.

F-10

RIGHT ON BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

On May 9, 2020, pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), the Company received a two-year loan for $68,000 from Noteholder 12. Interest is deferred for six months, then is at 1% until maturity in May 2022. The Company applied for the loan to be forgiven by the Small Business Administration and on October 12, 2021, forgiveness of the principal and interest related to the loan was granted.

During the period ended December 31, 2021, the Company incurred interest expenses related to notes payable totaling $4,690.

Convertible Debt

At December 31, 2021, the Company's convertible debt and derivative liability related to the notes which can be converted at variable discounted rates are summarized as follows:

Noteholder	Origination	Maturity	Interest rate			Variable conversion discount			Principal balance		Debt discount		Net amount of liabilities presented		Corresponding derivative balance
Noteholder 10	2/27/2020	2/26/2021		10.00	%		40.00	%	$	131,788	$	-	$	131,788	$	159,728
									$	131,788	$	-	$	131,788	$	159,728
Noteholder	Origination	Maturity	Interest rate			Fixed conversion rate			Principal balance		Debt discount		Net amount of liabilities presented		Corresponding derivative balance
Noteholder 9	7/7/2016	9/30/2019		6.00	%	$0.10/Share			$	25,000	$	-	$	25,000	$	-
Noteholder 13	2/16/2021	8/16/2021		6.00	%	$0.015/Share				140,000		-		140,000		21
									$	165,000	$	-	$	165,000	$	21

At March 31, 2021, the Company's convertible debt and derivative liability related to the notes which can be converted at variable discounted rates are summarized as follows:

Noteholder	Origination	Maturity	Interest rate			Variable conversion discount			Principal balance		Debt discount		Net amount of liabilities presented		Corresponding derivative balance
Noteholder 2	11/1/2018	8/1/2019		12.00	%		35.00	%	$	21,487	$	-	$	21,487	$	37,914
Noteholder 8	11/21/2017	5/21/2018		6.00	%	See below				20,000		-		20,000		210,951
Noteholder 10	2/27/2020	2/26/2021		10.00	%		40.00	%		131,788		-		131,788		202,568
									$	173,275	$	-	$	173,275	$	451,433
Noteholder	Origination	Maturity	Interest rate			Fixed conversion rate			Principal balance		Debt discount		Net amount of liabilities presented		Corresponding derivative balance
Noteholder 9	7/7/2016	9/30/2019		6.00	%	$0.10/Share			$	25,000	$	-	$	25,000	$	-
Noteholder 13	2/16/2021	8/16/2021		6.00	%	$0.015/Share				140,000		-		140,000		21,038
									$	165,000	$	-	$	165,000	$	21,038

During the period ended December 31, 2021, the Company incurred interest expenses related to convertible debt totaling $19,284.

F-11

RIGHT ON BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

On July 10, 2020, the Company and Noteholder 8 agreed to amend the conversion terms of the $20,000 convertible note payable so that the conversion price is equal to the lessor of $0.0002 or the lowest price the Company has issued stock to any other common stockholder or through the issuance of stock for the conversion of debt during the 90 days prior to the date of submission of a conversion notice by Noteholder 8. The change in conversion terms resulted in a derivative liability and financing costs incurred of $96,958.

On October 20, 2021, the Company and Noteholder 8 reached an agreement resolving an ongoing dispute related to Noteholder 8’s convertible note payable. As part of the agreement, the Company issued 225,910,000 shares of the Company’s common stock to settle the dispute and all unpaid principal and interest on the convertible note.

The convertible debt held by noteholders 9, 10 and 13 are in default at December 31, 2021.

Future Maturities

The Company’s future maturities of notes payable and convertible debt are as follows:

Year ending
March 31,	Amount
2022	$	346,788
	$	346,788

Amortization of Debt Discount

During the nine months ended December 31, 2021 and 2020, the Company recorded amortization of debt discounts totaling $-0- and $295,934, respectively.

NOTE 7 – NONCONTROLLING INTEREST

Investments in partnerships, joint ventures and less-than-majority-owned subsidiaries in which we have significant influence are accounted for under the equity method.

As of March 31, 2018, the Company's consolidated financial statements includes 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 newly-formed subsidiary corporation, Humble Water Company, and 51% owned by Doore, LLC. Doore, LLC, which serves 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 was approximately $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 2 years. Should we fail to provide this additional capital within the next 2 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. The activity of Spring Hill is accounted for under the voting interest method, and we consolidate 100% of the business activity and record 25% of noncontrolling interest on the balance sheet and 0% of the net losses based on the terms of the agreement.

As of December 31, 2021 and March 31, 2021, the noncontrolling interest was $24,437 in the accompanying consolidated financial statements. As of December 31, 2021 and March 31, 2021, our total investment into Spring Hill to date was $101,470. During the periods ended December 31, 2021 and 2020, there have been no significant operations or expenditures in the joint venture.

F-12

RIGHT ON BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 8 – EARNINGS PER SHARE

FASB ASC Topic 260, “Earnings Per Share,” requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

The Company had no potential additional dilutive securities outstanding at December 31, 2021 or March 31, 2021, except as follows:

	December 31, 2021		March 31, 2021
Preferred stock		25,000,000		25,000,000
Warrants		14,750,000		14,750,000
Options		8,000,000		8,000,000
Convertible debt		339,053,333		152,763,705
Total		386,803,333		200,513,705

NOTE 9 – STOCKHOLDERS’ EQUITY

Series A Preferred Stock

The Series A Preferred Stock is convertible to common stock at a rate of five shares for every share held and the holder(s) have the right to cast a total of fifty-percent (50%) plus one votes on all matters submitted to a vote of holder of the Company’s common stock. Our Series A Preferred Stock ranks equally, on an as-converted basis, to our common stock with respect to rights upon winding up, dissolution, or liquidation.

On June 6, 2019 the Board of Directors agreed to amend the certificate of designation for the Series A Preferred stock to have the right to cast a total of fifty-percent (50%) plus one votes on all matters submitted to a vote of holder of the Company’s  common stock, including the election of directors, and  all other matters as required by law. There is no right to cumulative voting in the election of directors. The holders of Series A Preferred Stock shall vote together with all other classes and series of common stock of the Company as a single class on all actions to be taken by the common stock holders of the Company except to the extent that voting as a separate class or series is required by law. Our Series A Preferred Stock does not have any special dividend rights.

On October 1, 2016, the Company issued 5,000,000 shares of our Series A Preferred Stock to Daniel Crawford, a related party, in exchange for 10,000,000 shares of Series A Preferred Stock in Humbly Hemp.

Common Stock

From April to July 2021, the Company issued several subscription agreements for the purchase of common stock by various investors. A total of 383,333,332 shares of common stock were issued during the nine months ended December 31, 2021, and the Company received cash proceeds received totaling $89,000.

During May 2021, the Company and Noteholder 3 entered into a settlement and mutual release agreement to settle a dispute over the dilution of 750,000 warrants issued during the year ended March 31, 2020, and the convertible debt held by Noteholder 3 (Note 6). As part of the agreement, the Company agreed to issued Noteholder 3 38,114,035 shares of common stock with a fair value of $80,000 to settle the convertible debt and outstanding warrants. The resulting loss from the settlement was accrued at March 31, 2021 and has been settled as of December 31, 2021.

During June 2021, the Company issued 13,000,000 shares of common stock to a vendor to pay accounts payable owed to the vendor totaling $8,000.

F-13

RIGHT ON BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

During August 2021, the Company issued 1,500,000 shares of common stock for services provided to the Company.

Stock Options and Warrants

A summary of the status of the Company’s option and warrant grants as of December 31, 2021, and the changes during the period then ended is presented below.

	Shares			Weighted Avg Exercise Price
Outstanding, March 31, 2021		22,750,000		$	0.04
Granted		-		$	-
Exercised		-		$	-
Expired		(22,750,000	)	$	0.04
Outstanding, December 31, 2021		-		$	-
Exercisable, December 31, 2021		-		$	-

NOTE 10 – RELATED PARTY TRANSACTIONS

During December 2017, the Company entered into a consulting agreement with Dr. Ashok Patel, who served as CEO until September 2019, to serve as Director of Product Development. Consideration for services under the agreement provided for the issuance of 700,000 shares of common stock of the Company at the time of execution of the agreement, and the following two anniversaries of the agreement. At December 31, 2021 and March 31, 2021, the anniversary shares have yet to be issued. Accordingly, they are reported in the accompanying consolidated statement of stockholders’ deficit as common stock payable.

The trustee of La Dulce Vita Trust, Noteholder 8, is the aunt of Daniel Crawford, a related party. The trust is a noteholder as detailed in Note 6.

At December 31, 2021, the Company had accounts payable totaling $7,505 due to the Company’s CEO.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

On April 1, 2019, the Company entered into an office and warehouse lease in Carrollton, Texas. At the inception of the lease, the Company adopted ASC 842 requiring the recording of assets and liabilities related to leases on the balance sheet. The Company records rent on straight-line basis over the terms of the underlying lease. As a result of the ongoing COVID-19 pandemic, the lease was abandoned during May 2020. The Company impaired the right-of-use asset related to the lease, resulting in a $91,200 impairment expense for the year ended March 31, 2021. The lease states the Company is responsible for the remaining payments through March 31, 2022, totaling approximately $83,659. Through December 31, 2021, the Company has accrued $81,600 of the remaining payments as accrued expenses and will amortize the remaining lease liability to accrued expenses over the remaining life of the lease. To date, the lessor has not demanded payment from the Company for the any unpaid amounts due under the lease.

On March 17, 2021, the Company entered into a storefront lease agreement in Rowlett, Texas. At the inception of the lease, the Company recorded a right of use asset and lease liability of $93,000, respectively. The Company records rent on straight-line basis over the terms of the underlying lease. Minimum lease payments under the lease are as follows:

Year Ending March 31,	Amount
2022	$	6,358
2023		25,958
2024		26,659
2025		25,025
	$	84,000

During December 2021, the Company was listed as defendant on a complaint from Noteholder 10 seeking repayment of amounts due under the February 2020 convertible note payable (Note 6). The Company has recorded all unpaid principal and interest due to Noteholder 10 through December 31, 2021.

NOTE 12 – SUBSEQUENT EVENTS

On January 31, 2022, the Company entered into a loan agreement totaling $73,450, consisting of cash proceeds totaling $65,000 and loan fees totaling $8,450. The note is to be repaid on an ongoing basis by deducting 19.75% of daily sales and applying against the loan balance. The note matures on July 1, 2023.

F-14

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes thereto included elsewhere in this report. In addition to historical financial information, the following discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties, and assumptions, such as our plans, objectives, expectations, and intentions. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties, and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclose any obligation to update forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

Right On Brands is at the intersection  of health and wellness. We create lasting brands with emerging functional ingredients, and our focus right now is industrial hemp and hemp derived products. Our business has historically been conducted through our wholly owned subsidiaries, Endo Brands and Humble Water Company. Humble Water Company is in a partnership with Springhill Water Co. to develop a line of High Alkaline, Natural Mineral Water, and a bottling and packaging facility, but it is no longer active. Endo Brands creates and markets a line of cannabinoid-based consumer products. All of our current business is through Endo Brands.

Results of Operations

Three Months Ended December 31, 2021, Compared to the Three Months Ended December 31, 2020:

Revenues

Revenues for the three months ended December 31, 2021, were approximately $339,000, as compared to approximately $3,000 for the three months ended December 31, 2020, an increase of approximately $336,000.

This increase in revenues can be attributed to the opening of the retail store front in north Texas. We expect our revenues to improve in future periods as we plan to open new locations, global economic conditions continue to rebound, and consumer spending increases.

Gross Profit and Margins

Gross profit for the three months ended December 31, 2021, was approximately $132,000, as compared to approximately $2,000 for the three months ended December 31, 2020. The $130,000 increase in gross profit is the result of our recently-opened retail store front selling more products in 2021 as compared to sales during the comparative period in 2020. Gross profit margin for the three months ended December 31, 2021, was approximately 39%, as compared to approximately 54% for the three months ended December 31, 2020. This change in gross profit margin resulted from an increase in sales volume. We believe that, subject to factors outside of our control, gross margins of approximately 20%-40% are likely to be the norm.

Operating Expenses

Operating expenses for the three months ended December 31, 2021, were approximately $108,000, as compared to approximately $82,000 for the three months ended December 31, 2020. We expect that operating expenses will increase over the next 12 months as our long-term growth strategy will require increases in personnel staffing and facility expansion.

4

Profit/Loss from Operations and Total Net Loss

Income from operations for the three months ended December 31, 2021, was approximately $23,000, as compared to a loss from operations of approximately $80,000 for the three months ended December 31, 2020, an increase of approximately $103,000. The increase in income from operations for the three months ended December 31, 2021, was as a result of an increase revenues and activities from the operations of our retail store front.

Total net loss for the three months ended December 31, 2021, was approximately $164,000, as compared to a total net loss of approximately $92,000 for the three months ended December 31, 2020, a change of approximately $72,000. The change for the three months ended December 31, 2021, was as a result of (i) the change in operations discussed above, (ii) approximately of $37,000 in default penalties in the prior period, (iii) interest expenses of approximately $3,000 in the current period compared to approximately $21,000 in the prior period, (iv) amortization of debt discounts of $-0- in the current period compared to approximately $55,000 in the prior period, (v) loss from extinguishment of liabilities of approximately $137,000 in the current period, and (vi) non-cash losses of approximately $48,000 related to the derivative liability compared to non-cash gains of approximately $101,000 in the prior period. Derivative liabilities are associated with loans that are convertible and have variable pricing on the equivalent shares of Common Stock. At the end of each period, these derivative liabilities are valued, and the net change is recorded as a gain or loss in other expense and income.

We do not expect to realize significant net income in the near term as anticipated operational expenses are expected to increase as our long-term growth strategy will require increases in personnel and facilities. Despite management’s focus on ensuring operating efficiencies, we expect to continue to operate at a loss through fiscal 2022.

Nine Months Ended December 31, 2021, Compared to the Nine Months Ended December 31, 2020:

Revenues

Revenues for the nine months ended December 31, 2021, were approximately $717,000, as compared to approximately $23,000 for the nine months ended December 31, 2020, an increase of approximately $694,000.

This increase in revenues can be attributed to the opening of the retail store front in north Texas. We expect our revenues to improve in future periods as we plan to open new locations, global economic conditions continue to rebound, and consumer spending increases.

Gross Profit and Margins

Gross profit for the nine months ended December 31, 2021, was approximately $295,000, as compared to approximately $11,000 for the nine months ended December 31, 2020. The approximately $284,000 increase in gross profit is the result of our recently-opened retail store front selling more products in 2021 as compared to sales during the comparative period in 2020. Gross profit margin for the nine months ended December 31, 2021, was approximately 41%, as compared to approximately 49% for the nine months ended December 31, 2020. This change in gross profit margin resulted from an increase in sales volume. We believe that, subject to factors outside of our control, gross margins of approximately 20%-40% are likely to be the norm.

Operating Expenses

Operating expenses for the nine months ended December 31, 2021, were approximately $360,000, as compared to approximately $333,000 for the nine months ended December 31, 2020. We expect that operating expenses will increase over the next 12 months as our long-term growth strategy will require increases in personnel and facilities.

Profit/Loss from Operations and Total Net Loss

Loss from operations for the nine months ended December 31, 2021, was approximately $65,000, as compared to a loss from operations of approximately $322,000 for the nine months ended December 31, 2020, an decrease of approximately $257,000. The decrease in loss from operations for the nine months ended December 31, 2021, was as a result of the commencement of operations at our retail store front.

5

Total net loss for the nine months ended December 31, 2021, was approximately $264,000, as compared to a total net loss of approximately $902,000 for the nine months ended December 31, 2020, a change of approximately $638,000. The change for the nine months ended December 31, 2021, was as a result of (i) the change in operations discussed above, (ii) approximately $97,000 in financing costs and approximately $53,000 in default penalties in the prior period, (iii) interest expenses of approximately $24,000 in the current period compared to approximately $62,000 in the prior period, (iv) amortization of debt discounts of $-0- in the current period compared to approximately $296,000 in the prior period, (v) loss from extinguishment of liabilities of approximately $275,000 in the current period, and (vi) non-cash gains of approximately $100,000 related to the derivative liability compared to non-cash losses of approximately $72,000 in the prior period. Derivative liabilities are associated with loans that are convertible and have variable pricing on the equivalent shares of Common Stock. At the end of each period, these derivative liabilities are valued, and the net change is recorded as a gain or loss in other expense and income.

We do not expect to realize significant net income in the near term as anticipated operational expenses are expected to increase as our long-term growth strategy will require increases in personnel and facilities. Despite management’s focus on ensuring operating efficiencies, we expect to continue to operate at a loss through fiscal 2022.

Liquidity and Capital Resources

Going Concern

We have incurred operating losses since inception and have negative cash flow from operations. As of December 31, 2021, we had a stockholders’ deficit of approximately $15,777,000, a working capital deficit of approximately $614,000, and incurred a net loss of approximately $264,000 for the nine months ended December 31, 2021. Additionally, our operations utilized approximately $84,000 in cash during the nine months ended December 31, 2021, while we received approximately $89,000 in cash from financing activities. As a result, our continuation as a going concern is dependent on our ability to obtain additional financing until we can generate sufficient cash flows from operations to meet our obligations. We intend to continue to seek additional debt or equity financing to continue our operations, but there can be no assurance that such financing will be available on terms acceptable to us, if at all.

Our condensed consolidated financial statements have been prepared on a going concern basis, which implies we may not continue to meet our obligations and continue our operations for the next fiscal year. The continuation of our Company as a going concern is dependent upon our ability to obtain necessary debt or equity financing to continue operations until we begin generating positive cash flow.

As of December 31, 2021 and March 31, 2021, we had cash of approximately $51,000 and $46,000, respectively. We estimate our operating expenses for the near- and mid-term may continue to exceed the revenues that we may generate, and we may need to raise capital through either debt or equity offerings to continue operations. We are in the early stages of our business. We are required to fund growth from financing activities, and we intend to rely on a combination of equity and debt financings. Due to market conditions and the early stage of our operations, there is considerable risk that we will not be able to raise such financings at all, or on terms that are not overly dilutive to our existing stockholders. We can offer no assurance that we will be able to raise such funds. If we are unable to raise the funds we require for all of our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and we may be forced to reduce or discontinue operations.

There is no assurance that we will ever be profitable or that debt or equity financing will be available to us in the amounts, on terms, and at times deemed acceptable to us, if at all. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business, as planned, and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern.

6

Cash Flows – Operating Activities

For the nine months ended December 31, 2021, our cash used in operating activities amounted to an outflow of approximately $84,000, compared to cash used during the nine months ended December, 2020, of approximately $134,000. The decrease in cash used in our operating activities is due to the opening of the retail store front in the current period.

Cash Flows – Investing Activities

For the nine months ended December 31, 2021 and 2020, there was no cash used in investing activities.

Cash Flows – Financing Activities

For the nine months ended December 31, 2021, our cash provided by financing activities amounted to approximately $89,000, which includes approximately $89,000 in proceeds from the issuance of common stock. Our cash provided by financing activities for the nine months ended December 31, 2020, amounted to approximately $67,000, which includes approximately $68,000 in proceeds from the issuance of notes payable, and approximately $1,000 in repayments on convertible debt.

Off Balance Sheet Arrangements

As of December 31, 2021, and March 31, 2021, we had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to stockholders.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of 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. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions and conditions. We continue to monitor significant estimates made during the preparation of our financial statements. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

There have been no changes from the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K for the year ended March 31, 2021, filed with the Securities and Exchange Commission on August 4, 2021.

7

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2021. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer, Jerry Grisaffi and our Chief Financial Officer, A. David Youssefyeh. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the period ended December 31, 2021.

Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

8

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There is a dispute between the Company and the holder of a convertible note regarding the repayment of the balance due to the holder. On or about December 17, 2021, Norton Capital, LLC (“Norton”) filed suit against the Company in the United States District Court for the Northern District of Texas (Case No. 3:21-cv-03113-K), alleging that the Company breached a $100,000 promissory note issued by the Company to Norton on or about February 27, 2020, by failing to repay amounts due under the note due at maturity of the note, and seeking payment of amounts due to Norton under the note. The Company disputes Norton’s allegations and intends to vigorously defend the matter.

Item 1A. Risk Factors

A smaller reporting company is not required to include this information. For a description of the risk factors applicable to our business and operations, please refer to our Annual Report on Form 10-K for the year ended March 31, 2021, filed with SEC on August 4, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On or about October 20, 2021, the Company issued 225,910,000 shares of the Company’s common stock to a third-party debt holder for the settlement of a dispute.

The issuances of the foregoing securities were made in reliance on the exemption from registration provided by Rule 506(c) promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, as the shareholders were accredited and/or financially sophisticated, as well as Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions with the shareholders did not involve a public offering.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

9

Item 6. Exhibits

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation (incorporated by reference to Registration Statement on Form S-1 filed July 1, 2013)
3.2	Certificate of Designation (incorporated by reference to Current Report on Form 8-K filed October 5, 2016)
3.3	Articles of Merger (changing name) (incorporated by reference to Current Report on Form 8-K filed August 31, 2017)
3.4	Bylaws (incorporated by reference to Registration Statement on Form S-1 filed July 1, 2013)
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Interactive data files pursuant to Rule 405 of Regulation S-T.
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

10

SIGNATURES

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

	Right On Brands, Inc.
Date: February 7, 2022	By:	/s/ Jerry Grisaffi
	Name:	Jerry Grisaffi
	Title:	Chief Executive Officer

Date: February 7, 2022	By:	/s/ A. David Youssefyeh
	Name:	A. David Youssefyeh
	Title:	Chief Financial Officer

11

EX-31.1

 EXHIBIT 31.1

CERTIFICATIONS

I, Jerry Grisaffi, certify that;

1. I have reviewed this quarterly report on Form 10-Q of Right On Brands, Inc. (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 7, 2022	By:	/s/ Jerry Grisaffi
	Name:	Jerry Grisaffi
	Title:	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, A. David Youssefyeh, certify that;

1. I have reviewed this quarterly report on Form 10-Q of Right On Brands, Inc. (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 7, 2022	By:	/s/ A. David Youssefyeh
	Name:	A. David Youssefyeh
	Title:	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Right On Brands, Inc. (the "Company") on Form 10-Q for the fiscal period ended December 31, 2021 (the "Report"), I, Jerry Grisaffi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1)	The Report fully complies with the requirement of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and
2)	The information contained in the Report fairly presents, in all material respects, the Company's financial position and results of operations.

Date: February 7, 2022	By:	/s/ Jerry Grisaffi
		Jerry Grisaffi
		President

EX-32.2

 EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Right On Brands, Inc.  (the "Company") on Form 10-Q for the fiscal period ended December 31, 2021 (the "Report"), I, A. David Youssefyeh, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1)	The Report fully complies with the requirement of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and
2)	The information contained in the Report fairly presents, in all material respects, the Company's financial position and results of operations.

Date: February 7, 2022	By:	/s/ A. David Youssefyeh
		A. David Youssefyeh
		Chief Financial Officer

XML

Cover - shares	9 Months Ended
	Dec. 31, 2021	Feb. 07, 2022
Cover [Abstract]
Entity Registrant Name	Right On Brands, Inc.
Entity Central Index Key	0001580262
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		5,924,801,561
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity File Number	000-55704
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	45-1994478
Entity Address Address Line 1	6501 Dalrock Road
Entity Address Address Line 2	Suite 100
Entity Address City Or Town	Rowlett
Entity Address State Or Province	TX
Entity Address Postal Zip Code	75089
City Area Code	214
Local Phone Number	736-7252

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Mar. 31, 2021
Current assets
Cash	$ 51,280	$ 45,780
Inventory	65,695	73,553
Other current assets	3,221	3,221
Total current assets	120,196	122,554
Non-current assets
Property and equipment, net of depreciation	16,885	21,085
Right of use asset	72,474	93,000
Total non-current assets	89,359	114,085
Total assets	209,555	236,639
Current liabilities
Accounts payable	65,739	126,798
Accrued interest payable	31,221	81,977
Accrued expenses	96,820	121,741
Lease liability, current portion	33,674	69,600
Notes payable	50,000	367,000
Convertible debt, net of discount	296,788	338,275
Derivative liability	159,749	472,471
Total current liabilities	733,991	1,577,862
Lease liability, non-current	48,400	69,000
Total liabilities	782,391	1,646,862
Commitments and contingencies	0	0
Stockholders' deficit
Series A Preferred stock; 10,000,000 shares authorized of $0.001 par value; 5,000,000 shares issued, respectively	5,000	5,000
Common stock; par value $0.001; 12,000,000,000 shares authorized, 6,220,169,526 and 5,474,978,826 shares issued, respectively	6,220,169	5,474,979
Additional paid-in capital	8,902,613	8,546,492
Common stock payable	51,820	51,820
Accumulated deficit	(15,777,000)	(15,512,951)
Total Right On Brands stockholders' deficit	(597,273)	(1,434,660)
Noncontrolling interest	24,437	24,437
Total stockholders' deficit	(572,836)	(1,410,223)
Total liabilities and stockholders' deficit	$ 209,555	$ 236,639

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Mar. 31, 2021
Stockholders' deficit
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	12,000,000,000	12,000,000,000
Common stock, shares issued	6,220,169,526	5,474,978,826
Series A Preferred Stock [Member]
Stockholders' deficit
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	5,000,000	5,000,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED - USD ($)	3 Months Ended		9 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED
Revenues	$ 339,194	$ 2,767	$ 716,734	$ 23,348
Cost of goods sold	207,527	1,260	421,378	11,951
Gross profit	131,667	1,507	295,356	11,397
Operating expenses
General and administrative	79,799	40,277	228,409	185,646
Advertising and promotion	8,240	0	25,744	972
Legal and professional	18,776	0	101,581	10,818
Executive compensation	0	40,000	0	40,000
Depreciation and amortization	1,400	1,500	4,200	4,807
Impairment expense	0	0	0	91,200
Total operating expenses	108,215	81,777	359,934	333,443
Income (loss) from operations	23,452	(80,270)	(64,578)	(322,046)
Other income and (expense)
Interest expense	(2,676)	(21,082)	(23,974)	(61,883)
Amortization of debt discount	0	(55,187)	0	(295,934)
Change in fair value of derivative liability	(47,977)	101,055	99,566	(72,185)
Financing costs	0	0	0	(96,958)
Default penalty	0	(36,571)	0	(52,717)
Loss on extinguishment of liabilities	(136,798)	0	(274,938)	0
Total other income (expense)	(187,451)	(11,785)	(199,346)	(579,677)
Net loss including noncontrolling interest	(163,999)	(92,055)	(263,924)	(901,723)
Net loss attributable to noncontrolling interest	0	0	0	0
Net loss attributable to Right on Brands, Inc.	$ (163,999)	$ (92,055)	$ (263,924)	$ (901,723)
Loss per share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average shares outstanding - basic	6,171,058,656	3,940,218,861	5,908,813,601	2,803,052,219

XML

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT UNAUDITED - USD ($)	Total	Common Stock [Member]	Additional Paid In Capital [Member]	Common Stock Payable [Member]	Accumulated Deficit [Member]	Noncontrolling Interest [Member]	Preferred Stock [Member]
Balance, shares at Mar. 31, 2020		999,515,530					5,000,000
Balance, amount at Mar. 31, 2020	$ (2,183,440)	$ 999,516	$ 10,382,366	$ 66,820	$ (13,661,579)	$ 24,437	$ 5,000
Conversion of debt and interest, shares		1,505,618,794
Conversion of debt and interest, amount	510,064	$ 1,505,619	(995,555)	0	0	0
Net loss	(206,624)	$ 0	0	0	(206,624)	0	$ 0
Balance, shares at Jun. 30, 2020		2,505,134,324					5,000,000
Balance, amount at Jun. 30, 2020	(1,880,000)	$ 2,505,135	9,386,811	66,820	(13,868,203)	24,437	$ 5,000
Balance, shares at Mar. 31, 2020		999,515,530					5,000,000
Balance, amount at Mar. 31, 2020	(2,183,440)	$ 999,516	10,382,366	66,820	(13,661,579)	24,437	$ 5,000
Net loss	(901,723)
Balance, shares at Dec. 31, 2020		4,798,340,367					5,000,000
Balance, amount at Dec. 31, 2020	(1,921,918)	$ 4,798,340	7,746,787	66,820	(14,563,302)	24,437	$ 5,000
Balance, shares at Jun. 30, 2020		2,505,134,324					5,000,000
Balance, amount at Jun. 30, 2020	(1,880,000)	$ 2,505,135	9,386,811	66,820	(13,868,203)	24,437	$ 5,000
Conversion of debt and interest, shares		651,813,187
Conversion of debt and interest, amount	182,501	$ 651,813	(469,312)	0	0	0
Net loss	(603,044)	$ 0	0	0	(603,044)	0	$ 0
Balance, shares at Sep. 30, 2020		3,156,947,511					5,000,000
Balance, amount at Sep. 30, 2020	(2,300,543)	$ 3,156,948	8,917,499	66,820	(14,471,247)	24,437	$ 5,000
Conversion of debt and interest, shares		1,261,392,856
Conversion of debt and interest, amount	394,680	$ 1,261,392	(866,712)	0	0	0
Net loss	(92,055)	$ 0	0	0	(92,055)	0	0
Issuance of common stock for service, shares		380,000,000
Issuance of common stock for service, amount	76,000	$ 380,000	(304,000)	0	0	0	$ 0
Balance, shares at Dec. 31, 2020		4,798,340,367					5,000,000
Balance, amount at Dec. 31, 2020	(1,921,918)	$ 4,798,340	7,746,787	66,820	(14,563,302)	24,437	$ 5,000
Balance, shares at Mar. 31, 2021		5,474,978,826					5,000,000
Balance, amount at Mar. 31, 2021	(1,410,223)	$ 5,474,979	8,546,492	51,820	(15,512,951)	24,437	$ 5,000
Net loss	(121,969)	$ 0	0	0	(121,969)	0	0
Settlement of accounts payable, shares		13,000,000
Settlement of accounts payable, amount	29,900	$ 13,000	16,900	0	0	0	0
Settlement of warrant dispute, shares		38,114,035
Settlement of warrant dispute, amount	80,000	$ 38,114	41,886	0	0	0	0
Settlement of debt dispute, shares		83,333,333
Settlement of debt dispute, amount	425,000	$ 83,333	341,667	0	0	0	0
Issuance of common stock for cash, shares		299,999,999
Issuance of common stock for cash, amount	64,000	$ 300,000	(236,000)	0	0	0	$ 0
Balance, shares at Jun. 30, 2021		5,909,426,193					5,000,000
Balance, amount at Jun. 30, 2021	(933,292)	$ 5,909,426	8,710,945	51,820	(15,634,920)	24,437	$ 5,000
Balance, shares at Mar. 31, 2021		5,474,978,826					5,000,000
Balance, amount at Mar. 31, 2021	(1,410,223)	$ 5,474,979	8,546,492	51,820	(15,512,951)	24,437	$ 5,000
Net loss	(263,924)
Balance, shares at Dec. 31, 2021		6,220,169,526					5,000,000
Balance, amount at Dec. 31, 2021	(572,836)	$ 6,220,169	8,902,613	51,820	(15,776,875)	24,437	$ 5,000
Balance, shares at Jun. 30, 2021		5,909,426,193					5,000,000
Balance, amount at Jun. 30, 2021	(933,292)	$ 5,909,426	8,710,945	51,820	(15,634,920)	24,437	$ 5,000
Net loss	22,044	$ 0	0	0	22,044	0	0
Issuance of common stock for service, shares		1,500,000
Issuance of common stock for service, amount	3,000	$ 1,500	1,500	0	0	0	0
Issuance of common stock for cash, shares		83,333,333
Issuance of common stock for cash, amount	25,000	$ 83,333	(58,333)	0	0	0	$ 0
Balance, shares at Sep. 30, 2021		5,994,259,526					5,000,000
Balance, amount at Sep. 30, 2021	(883,248)	$ 5,994,259	8,654,112	51,820	(15,612,876)	24,437	$ 5,000
Net loss	(163,999)	$ 0	0	0	(163,999)	0	0
Settlement of debt, shares		225,910,000
Settlement of debt, amount	474,411	$ 225,910	248,501	0	0	0	$ 0
Balance, shares at Dec. 31, 2021		6,220,169,526					5,000,000
Balance, amount at Dec. 31, 2021	$ (572,836)	$ 6,220,169	$ 8,902,613	$ 51,820	$ (15,776,875)	$ 24,437	$ 5,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED - USD ($)	9 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
OPERATING ACTIVITIES
Net loss	$ (263,924)	$ (901,723)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,200	4,807
Right of use asset impairment	0	91,200
Amortization of debt discount	0	295,934
Financing costs	0	96,958
Stock issued for services	3,000	76,000
Change in fair value of derivative liability	(99,566)	72,185
Loss on extinguishment of liabilities	274,938	0
Default penalty	0	50,271
Changes in operating assets and liabilities:
Prepaid expenses	0	34,862
Inventory	7,858	0
Accounts payable	(53,059)	(12,362)
Accrued interest payable	23,974	61,736
Accrued expenses	19,079	(3,394)
NET CASH USED IN OPERATING ACTIVITIES	(84,000)	(133,526)
INVESTING ACTIVITIES
NET CASH USED IN INVESTING ACTIVITIES	0	0
FINANCING ACTIVITIES
Proceeds from notes payable	0	68,000
Repayment of convertible debt	0	(1,379)
Proceeds from issuance of common stock	89,000	0
NET CASH PROVIDED BY FINANCING ACTIVITIES	89,000	66,621
NET INCREASE (DECREASE) IN CASH	5,500	(66,905)
CASH, BEGINNING OF PERIOD	45,780	67,153
CASH, END OF PERIOD	51,280	248
CASH PAID FOR INCOME TAXES	0	0
CASH PAID FOR INTEREST	0	3,179
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for conversion of debt and interest	0	3,418,825
Common stock issued for settlement of liabilities	1,009,311	0
Right of use asset and liability, office lease	$ 0	$ 34,200

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ORGANIZATION AND NATURE OF BUSINESS

9 Months Ended

Dec. 31, 2021

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Formation and Business Activity

Right on Brands, Inc. (“we” or “the Company” or “Right on Brands”) was incorporated under the laws of the State of Nevada on April 1, 2011, as HealthTalk Live, Inc. On August 10, 2017, the Company amended is articles of incorporation and changed its name to Right On Brands, Inc. On August 31, 2017 the Company common shares commenced trading under the new stock symbol RTON. The Company’s primary business is the sale of health and wellness products.

The Company has the following wholly owned subsidiaries:

· Humbly Hemp, Inc.

· Endo Brands, Inc.

· Humble Water Company

The Company has the following majority owned subsidiaries:

· Endo & Centre Venture LLC (51% owner)

As disclosed in our 10-K for the year ended March 31, 2021, the Company, through its subsidiaries Humble Water Company and Endo & Centre Venture LLC, had joint ventures with no activity. The Company has discontinued these joint ventures and Humble Water Company and Endo & Centre Venture LLC contain no assets, liabilities, or operations.

The Company continues to sell health and wellness products focused in the hemp marketplace through online and in-person retail sales at our retail location in Rowlett, Texas.

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GOING CONCERN

9 Months Ended

Dec. 31, 2021

GOING CONCERN

NOTE 2 - GOING CONCERN

NOTE 2 – GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. For the period ended December 31, 2021, the Company had an accumulated deficit of approximately $15,777,000, had a net loss of approximately $264,000, and net cash used in operating activities of approximately $84,000, with approximately $717,000 revenue earned, and a lack of profitable operational history. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern.

While the Company is attempting to generate greater revenues, the Company's cash position may not be significant enough to support the Company's daily operations. Management intends to raise additional funds by way of additional public and/or private offerings of its stock. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate revenues.

The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Dec. 31, 2021

SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Principles of Consolidation

The condensed consolidated financial statements of the Company include the accounts of Right On Brands, Inc. and its wholly owned subsidiaries and majority owned business (Humbly Hemp, Inc., Endo Brands, Inc., Humble Water Company, Springhill Water Co, and Endo & Centre Venture LLC). Intercompany accounts and transactions have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company has defined cash and cash equivalents as all cash in banks and highly liquid investments available for current use with an initial maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2021 or March 31, 2021.

The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors' interest and non-interest-bearing accounts. At December 31, 2021, none of the Company's cash balances were in excess of FDIC limits. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks.

Accounts Receivable

The Company performs periodic credit evaluations of its customers’ financial condition and extends credit to virtually all of its customers on an uncollateralized basis. Credit losses to date have been insignificant and within management’s expectations. The Company provides an allowance for doubtful accounts that is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal accounts receivable are due 30 to 45 days after the issuance of the invoice. Receivables past due more than 60 days are considered delinquent. Delinquent receivables are evaluated for collectability based on individual credit evaluation and specific circumstances of the customer. As of December 31, 2021, and March 31, 2021, the Company’s allowance for doubtful accounts was $0, respectively. The Company did not write off any accounts receivable against the allowance for doubtful accounts during the periods ended December 31, 2021 and 2020, respectively.

Inventory

Inventories are stated at the lower of cost (average cost) or market (net realizable value). Cost includes materials related to the purchase of finished goods to be sold to retail customers. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. If our review indicates a reduction in utility below carrying value, we reduce our inventory to a new cost basis through a charge to cost of revenue.

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, ranging from one 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.

Recoverability of Long-Lived Assets

The Company'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," 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'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 December 31, 2021 and 2020, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that demand for the Company's products or services will continue, which could result in an impairment of long-lived assets in the future.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probably that a liability has been incurred and the amount can be reasonable estimated.

Income Taxes

In accordance with FASB ASC Topic 740, "Income Taxes," the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.

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 transfer of control of products to our online customers is typically based on sales terms that do not allow for a right of return after 7 days from the date of purchase. The transfer of control of products to our in-store customers is typically based on sales terms that do not allow for a right of return.

Our products are sold for cash with payments received at pickup or before shipping.

Share 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 718. 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 718.

Fair Value Measurement

ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but Generally Accepted Accounting Principles in the United States (“GAAP”) provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.”

Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2021 or March 31, 2021. The Derivative liabilities are Level 3 fair value measurements.

The following is a summary of activity of Level 3 liabilities during the nine months ended December 31, 2021:

Balance at March 31, 2021	$	472,471
Settlement		(213,156	)
Change in fair value		(99,566	)
Balance at December 31, 2021	$	159,749

During prior years, the Company entered into several convertible note agreements (Note 6). These notes are convertible at a fraction of the stock closing price near the conversion date. Additionally, the conversion price, as well as other terms including interest rates, adjust if any future financings have more favorable terms. The conversion features of these notes meet the definition of a derivative which therefore requires bifurcation and are accounted for as a derivative liability.

At March 31, 2021, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible promissory notes based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $0.0035; a risk-free interest rate of 0.05%, and expected volatility of the Company’s common stock of 375%, various estimated exercise prices, and terms under one year.

At December 31, 2021, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible promissory notes based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $0.0008; a risk-free interest rate of 0.19%, and expected volatility of the Company’s common stock of 152%, various estimated exercise prices, and terms under one year.

Financial Instruments

The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the consolidated balance sheets approximates fair value.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 "Derivatives and Hedging Activities".

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as 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. Proceeds from these convertible notes are reported under the financing section of the statements of cash flows. Changes to the fair value of the derivative liability are reported as adjustments to reconcile net loss to net cash used in operating activities in the accompanying statement of cash flows.

Basic and Diluted Loss Per Share

Basic net loss/income per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options, warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented.

Recently Issued Accounting Standards

During the period ended December 31, 2021, and subsequently, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

Subsequent Events

The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration.

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INVENTORY

9 Months Ended

Dec. 31, 2021

INVENTORY

NOTE 4 - INVENTORY

NOTE 4 – INVENTORY

At December 31, 2021 and March 31, 2021, inventory consisted of the following:

	December 31, 2021		March 31, 2021
Finished goods		65,695		73,553
	$	65,695	$	73,553

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PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS

9 Months Ended

Dec. 31, 2021

PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS

NOTE 5 - PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS

NOTE 5 – PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS

The Company’s property and equipment consisted of the following at the respective balance sheet dates:

	December 31, 2021			March 31, 2021
Website development	$	88,965		$	88,965
Automobile		31,596			31,596
Studio and office equipment		11,910			11,910
Tenant improvements		11,135			11,135
Intangible assets		1,024			1,024
		144,630			144,630
Accumulated depreciation and amortization		(127,745	)		(123,545	)
	$	16,885		$	21,085

Depreciation expense of property and equipment for the nine months ended December 31, 2021 and 2020 was $4,200 and $4,807, respectively.

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DEBT

9 Months Ended

Dec. 31, 2021

DEBT

NOTE 6 - DEBT

NOTE 6 – DEBT

Notes Payable

During October 2016, the Company extinguished $129,549 of debt in exchange for 5,000,000 shares of newly issued common stock. The original note had a maturity date of November 11, 2016, and no interest rate. A total of 4,200,000 shares were issued to three of the four noteholders. As of December 31, 2016, the remaining balance of 800,000 shares of common stock was pending issuance to one noteholder, so common stock payable of $474,000 was recorded in the accompanying consolidated statement of stockholders’ equity. As of July 2019, the shares were still pending issuance; accordingly, the Company reclassified the amount due to Noteholder 8 to notes payable at the fair value of the common stock. During February 2020, the Company issued 800,000 shares of the Company’s common stock pursuant to the October 2016 debt extinguishment. As a result, the note payable of $474,000 is no longer outstanding. On February 12, 2019, Noteholder 1 submitted a notice of conversion for $125,000 principal and $11,250 accrued interest after the note was in default.  The note terms provided a $3,000 daily fee for failure to deliver common stock prior to a deadline of two days after the conversion notice. The shares due under the conversion were not issued until May 8, 2019. Accordingly, a note payable of $135,000was recorded as a penalty at March 31, 2019. An additional $114,000 was accrued as a penalty during the year ended March 31, 2020. The $249,000 balance was outstanding and in default at March 31, 2021. On June 28, 2021, the Company and Noteholder 1 settled the dispute over the outstanding balance. As part of the settlement, the Company issued 83,333,333 shares of common stock valued at $425,000 for the settlement of the $249,000 note balance and $59,760 in accrued interest, resulting in a loss on settlement of $116,240.

On November 22, 2019, the Company issued a $50,000 promissory note to a third-party lender for a $25,000 cash borrowing. Accordingly, a $25,000 discount was recorded at issuance, all of which was amortized by March 31, 2020. The non-interest-bearing note is secured by inventory, matured February 20, 2020, and remains in default at December 31, 2021.

On May 9, 2020, pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), the Company received a two-year loan for $68,000 from Noteholder 12. Interest is deferred for six months, then is at 1% until maturity in May 2022. The Company applied for the loan to be forgiven by the Small Business Administration and on October 12, 2021, forgiveness of the principal and interest related to the loan was granted.

During the period ended December 31, 2021, the Company incurred interest expenses related to notes payable totaling $4,690.

Convertible Debt

At December 31, 2021, the Company's convertible debt and derivative liability related to the notes which can be converted at variable discounted rates are summarized as follows:

Noteholder	Origination	Maturity	Interest rate			Variable conversion discount			Principal balance		Debt discount		Net amount of liabilities presented		Corresponding derivative balance
Noteholder 10	2/27/2020	2/26/2021		10.00	%		40.00	%	$	131,788	$	-	$	131,788	$	159,728
									$	131,788	$	-	$	131,788	$	159,728
Noteholder	Origination	Maturity	Interest rate			Fixed conversion rate			Principal balance		Debt discount		Net amount of liabilities presented		Corresponding derivative balance
Noteholder 9	7/7/2016	9/30/2019		6.00	%	$0.10/Share			$	25,000	$	-	$	25,000	$	-
Noteholder 13	2/16/2021	8/16/2021		6.00	%	$0.015/Share				140,000		-		140,000		21
									$	165,000	$	-	$	165,000	$	21

At March 31, 2021, the Company's convertible debt and derivative liability related to the notes which can be converted at variable discounted rates are summarized as follows:

Noteholder	Origination	Maturity	Interest rate			Variable conversion discount			Principal balance		Debt discount		Net amount of liabilities presented		Corresponding derivative balance
Noteholder 2	11/1/2018	8/1/2019		12.00	%		35.00	%	$	21,487	$	-	$	21,487	$	37,914
Noteholder 8	11/21/2017	5/21/2018		6.00	%	See below				20,000		-		20,000		210,951
Noteholder 10	2/27/2020	2/26/2021		10.00	%		40.00	%		131,788		-		131,788		202,568
									$	173,275	$	-	$	173,275	$	451,433
Noteholder	Origination	Maturity	Interest rate			Fixed conversion rate			Principal balance		Debt discount		Net amount of liabilities presented		Corresponding derivative balance
Noteholder 9	7/7/2016	9/30/2019		6.00	%	$0.10/Share			$	25,000	$	-	$	25,000	$	-
Noteholder 13	2/16/2021	8/16/2021		6.00	%	$0.015/Share				140,000		-		140,000		21,038
									$	165,000	$	-	$	165,000	$	21,038

During the period ended December 31, 2021, the Company incurred interest expenses related to convertible debt totaling $19,284.

On July 10, 2020, the Company and Noteholder 8 agreed to amend the conversion terms of the $20,000 convertible note payable so that the conversion price is equal to the lessor of $0.0002 or the lowest price the Company has issued stock to any other common stockholder or through the issuance of stock for the conversion of debt during the 90 days prior to the date of submission of a conversion notice by Noteholder 8. The change in conversion terms resulted in a derivative liability and financing costs incurred of $96,958.

On October 20, 2021, the Company and Noteholder 8 reached an agreement resolving an ongoing dispute related to Noteholder 8’s convertible note payable. As part of the agreement, the Company issued 225,910,000 shares of the Company’s common stock to settle the dispute and all unpaid principal and interest on the convertible note.

The convertible debt held by noteholders 9, 10 and 13 are in default at December 31, 2021.

Future Maturities

The Company’s future maturities of notes payable and convertible debt are as follows:

Year ending
March 31,	Amount
2022	$	346,788
	$	346,788

Amortization of Debt Discount

During the nine months ended December 31, 2021 and 2020, the Company recorded amortization of debt discounts totaling $-0- and $295,934, respectively.

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NONCONTROLLING INTEREST

9 Months Ended

Dec. 31, 2021

NONCONTROLLING INTEREST

NOTE 7 - NONCONTROLLING INTEREST

NOTE 7 – NONCONTROLLING INTEREST

Investments in partnerships, joint ventures and less-than-majority-owned subsidiaries in which we have significant influence are accounted for under the equity method.

As of March 31, 2018, the Company's consolidated financial statements includes 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 newly-formed subsidiary corporation, Humble Water Company, and 51% owned by Doore, LLC. Doore, LLC, which serves 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 was approximately $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 2 years. Should we fail to provide this additional capital within the next 2 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. The activity of Spring Hill is accounted for under the voting interest method, and we consolidate 100% of the business activity and record 25% of noncontrolling interest on the balance sheet and 0% of the net losses based on the terms of the agreement.

As of December 31, 2021 and March 31, 2021, the noncontrolling interest was $24,437 in the accompanying consolidated financial statements. As of December 31, 2021 and March 31, 2021, our total investment into Spring Hill to date was $101,470. During the periods ended December 31, 2021 and 2020, there have been no significant operations or expenditures in the joint venture.

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EARNINGS PER SHARE

9 Months Ended

Dec. 31, 2021

EARNINGS PER SHARE

NOTE 8 - EARNINGS PER SHARE

NOTE 8 – EARNINGS PER SHARE

FASB ASC Topic 260, “Earnings Per Share,” requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

The Company had no potential additional dilutive securities outstanding at December 31, 2021 or March 31, 2021, except as follows:

	December 31, 2021		March 31, 2021
Preferred stock		25,000,000		25,000,000
Warrants		14,750,000		14,750,000
Options		8,000,000		8,000,000
Convertible debt		339,053,333		152,763,705
Total		386,803,333		200,513,705

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STOCKHOLDERS EQUITY

9 Months Ended

Dec. 31, 2021

STOCKHOLDERS EQUITY

NOTE 9 - STOCKHOLDERS' EQUITY

NOTE 9 – STOCKHOLDERS’ EQUITY

Series A Preferred Stock

The Series A Preferred Stock is convertible to common stock at a rate of five shares for every share held and the holder(s) have the right to cast a total of fifty-percent (50%) plus one votes on all matters submitted to a vote of holder of the Company’s common stock. Our Series A Preferred Stock ranks equally, on an as-converted basis, to our common stock with respect to rights upon winding up, dissolution, or liquidation.

On June 6, 2019 the Board of Directors agreed to amend the certificate of designation for the Series A Preferred stock to have the right to cast a total of fifty-percent (50%) plus one votes on all matters submitted to a vote of holder of the Company’s  common stock, including the election of directors, and  all other matters as required by law. There is no right to cumulative voting in the election of directors. The holders of Series A Preferred Stock shall vote together with all other classes and series of common stock of the Company as a single class on all actions to be taken by the common stock holders of the Company except to the extent that voting as a separate class or series is required by law. Our Series A Preferred Stock does not have any special dividend rights.

On October 1, 2016, the Company issued 5,000,000 shares of our Series A Preferred Stock to Daniel Crawford, a related party, in exchange for 10,000,000 shares of Series A Preferred Stock in Humbly Hemp.

Common Stock

From April to July 2021, the Company issued several subscription agreements for the purchase of common stock by various investors. A total of 383,333,332 shares of common stock were issued during the nine months ended December 31, 2021, and the Company received cash proceeds received totaling $89,000.

During May 2021, the Company and Noteholder 3 entered into a settlement and mutual release agreement to settle a dispute over the dilution of 750,000 warrants issued during the year ended March 31, 2020, and the convertible debt held by Noteholder 3 (Note 6). As part of the agreement, the Company agreed to issued Noteholder 3 38,114,035 shares of common stock with a fair value of $80,000 to settle the convertible debt and outstanding warrants. The resulting loss from the settlement was accrued at March 31, 2021 and has been settled as of December 31, 2021.

During June 2021, the Company issued 13,000,000 shares of common stock to a vendor to pay accounts payable owed to the vendor totaling $8,000.

During August 2021, the Company issued 1,500,000 shares of common stock for services provided to the Company.

Stock Options and Warrants

A summary of the status of the Company’s option and warrant grants as of December 31, 2021, and the changes during the period then ended is presented below.

	Shares			Weighted Avg Exercise Price
Outstanding, March 31, 2021		22,750,000		$	0.04
Granted		-		$	-
Exercised		-		$	-
Expired		(22,750,000	)	$	0.04
Outstanding, December 31, 2021		-		$	-
Exercisable, December 31, 2021		-		$	-

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RELATED PARTY TRANSACTIONS

9 Months Ended

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

NOTE 10 - RELATED PARTY TRANSACTIONS

NOTE 10 – RELATED PARTY TRANSACTIONS

During December 2017, the Company entered into a consulting agreement with Dr. Ashok Patel, who served as CEO until September 2019, to serve as Director of Product Development. Consideration for services under the agreement provided for the issuance of 700,000 shares of common stock of the Company at the time of execution of the agreement, and the following two anniversaries of the agreement. At December 31, 2021 and March 31, 2021, the anniversary shares have yet to be issued. Accordingly, they are reported in the accompanying consolidated statement of stockholders’ deficit as common stock payable.

The trustee of La Dulce Vita Trust, Noteholder 8, is the aunt of Daniel Crawford, a related party. The trust is a noteholder as detailed in Note 6.

At December 31, 2021, the Company had accounts payable totaling $7,505 due to the Company’s CEO.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Dec. 31, 2021

COMMITMENTS AND CONTINGENCIES

NOTE 11 - COMMITMENTS AND CONTINGENCIES

NOTE 11 – COMMITMENTS AND CONTINGENCIES

On April 1, 2019, the Company entered into an office and warehouse lease in Carrollton, Texas. At the inception of the lease, the Company adopted ASC 842 requiring the recording of assets and liabilities related to leases on the balance sheet. The Company records rent on straight-line basis over the terms of the underlying lease. As a result of the ongoing COVID-19 pandemic, the lease was abandoned during May 2020. The Company impaired the right-of-use asset related to the lease, resulting in a $91,200 impairment expense for the year ended March 31, 2021. The lease states the Company is responsible for the remaining payments through March 31, 2022, totaling approximately $83,659. Through December 31, 2021, the Company has accrued $81,600 of the remaining payments as accrued expenses and will amortize the remaining lease liability to accrued expenses over the remaining life of the lease. To date, the lessor has not demanded payment from the Company for the any unpaid amounts due under the lease.

On March 17, 2021, the Company entered into a storefront lease agreement in Rowlett, Texas. At the inception of the lease, the Company recorded a right of use asset and lease liability of $93,000, respectively. The Company records rent on straight-line basis over the terms of the underlying lease. Minimum lease payments under the lease are as follows:

Year Ending March 31,	Amount
2022	$	6,358
2023		25,958
2024		26,659
2025		25,025
	$	84,000

During December 2021, the Company was listed as defendant on a complaint from Noteholder 10 seeking repayment of amounts due under the February 2020 convertible note payable (Note 6). The Company has recorded all unpaid principal and interest due to Noteholder 10 through December 31, 2021.

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SUBSEQUENT EVENTS

9 Months Ended

Dec. 31, 2021

SUBSEQUENT EVENTS

NOTE 12 - SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

On January 31, 2022, the Company entered into a loan agreement totaling $73,450, consisting of cash proceeds totaling $65,000 and loan fees totaling $8,450. The note is to be repaid on an ongoing basis by deducting 19.75% of daily sales and applying against the loan balance. The note matures on July 1, 2023.

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Dec. 31, 2021

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Principles of Consolidation

The condensed consolidated financial statements of the Company include the accounts of Right On Brands, Inc. and its wholly owned subsidiaries and majority owned business (Humbly Hemp, Inc., Endo Brands, Inc., Humble Water Company, Springhill Water Co, and Endo & Centre Venture LLC). Intercompany accounts and transactions have been eliminated upon consolidation.

Use of Estimates

The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company has defined cash and cash equivalents as all cash in banks and highly liquid investments available for current use with an initial maturity of three months or less to be cash equivalents. The Company had no cash equivalents at December 31, 2021 or March 31, 2021.

The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors' interest and non-interest-bearing accounts. At December 31, 2021, none of the Company's cash balances were in excess of FDIC limits. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks.

Accounts Receivable

The Company performs periodic credit evaluations of its customers’ financial condition and extends credit to virtually all of its customers on an uncollateralized basis. Credit losses to date have been insignificant and within management’s expectations. The Company provides an allowance for doubtful accounts that is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal accounts receivable are due 30 to 45 days after the issuance of the invoice. Receivables past due more than 60 days are considered delinquent. Delinquent receivables are evaluated for collectability based on individual credit evaluation and specific circumstances of the customer. As of December 31, 2021, and March 31, 2021, the Company’s allowance for doubtful accounts was $0, respectively. The Company did not write off any accounts receivable against the allowance for doubtful accounts during the periods ended December 31, 2021 and 2020, respectively.

Inventory

Inventories are stated at the lower of cost (average cost) or market (net realizable value). Cost includes materials related to the purchase of finished goods to be sold to retail customers. We regularly review inventory quantities on hand, future purchase commitments with our suppliers, and the estimated utility of our inventory. If our review indicates a reduction in utility below carrying value, we reduce our inventory to a new cost basis through a charge to cost of revenue.

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, ranging from one 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.

Recoverability of Long-Lived Assets

The Company'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," 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'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 December 31, 2021 and 2020, the Company had not experienced impairment losses on its long-lived assets. However, there can be no assurances that demand for the Company's products or services will continue, which could result in an impairment of long-lived assets in the future.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probably that a liability has been incurred and the amount can be reasonable estimated.

Income Taxes

In accordance with FASB ASC Topic 740, "Income Taxes," the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.

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 transfer of control of products to our online customers is typically based on sales terms that do not allow for a right of return after 7 days from the date of purchase. The transfer of control of products to our in-store customers is typically based on sales terms that do not allow for a right of return.

Our products are sold for cash with payments received at pickup or before shipping.

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 718. 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 718.

Fair Value Measurement

ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but Generally Accepted Accounting Principles in the United States (“GAAP”) provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.”

Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2021 or March 31, 2021. The Derivative liabilities are Level 3 fair value measurements.

The following is a summary of activity of Level 3 liabilities during the nine months ended December 31, 2021:

Balance at March 31, 2021	$	472,471
Settlement		(213,156	)
Change in fair value		(99,566	)
Balance at December 31, 2021	$	159,749

During prior years, the Company entered into several convertible note agreements (Note 6). These notes are convertible at a fraction of the stock closing price near the conversion date. Additionally, the conversion price, as well as other terms including interest rates, adjust if any future financings have more favorable terms. The conversion features of these notes meet the definition of a derivative which therefore requires bifurcation and are accounted for as a derivative liability.

At March 31, 2021, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible promissory notes based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $0.0035; a risk-free interest rate of 0.05%, and expected volatility of the Company’s common stock of 375%, various estimated exercise prices, and terms under one year.

At December 31, 2021, the Company estimated the fair value of the conversion feature derivatives embedded in the convertible promissory notes based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $0.0008; a risk-free interest rate of 0.19%, and expected volatility of the Company’s common stock of 152%, various estimated exercise prices, and terms under one year.

Financial Instruments

The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the consolidated balance sheets approximates fair value.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 "Derivatives and Hedging Activities".

Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as 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. Proceeds from these convertible notes are reported under the financing section of the statements of cash flows. Changes to the fair value of the derivative liability are reported as adjustments to reconcile net loss to net cash used in operating activities in the accompanying statement of cash flows.

Basic and Diluted Loss Per Share

Basic net loss/income per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options, warrants and convertible notes. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented.

Recently Issued Accounting Standards

During the period ended December 31, 2021, and subsequently, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

Subsequent Events

The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration.

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SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Dec. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES
Summary of activity of derivative liabilities

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INVENTORY (Tables)

9 Months Ended

Dec. 31, 2021

INVENTORY

Schedule of Inventory

	December 31, 2021		March 31, 2021
Finished goods		65,695		73,553
	$	65,695	$	73,553

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PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Dec. 31, 2021

PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS

Schedule of property And Equipment

	December 31, 2021			March 31, 2021
Website development	$	88,965		$	88,965
Automobile		31,596			31,596
Studio and office equipment		11,910			11,910
Tenant improvements		11,135			11,135
Intangible assets		1,024			1,024
		144,630			144,630
Accumulated depreciation and amortization		(127,745	)		(123,545	)
	$	16,885		$	21,085

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DEBT (Tables)

9 Months Ended

Dec. 31, 2021

DEBT

Shedule of convertible promissory notes

Noteholder	Origination	Maturity	Interest rate			Variable conversion discount			Principal balance		Debt discount		Net amount of liabilities presented		Corresponding derivative balance
Noteholder 10	2/27/2020	2/26/2021		10.00	%		40.00	%	$	131,788	$	-	$	131,788	$	159,728
									$	131,788	$	-	$	131,788	$	159,728
Noteholder	Origination	Maturity	Interest rate			Fixed conversion rate			Principal balance		Debt discount		Net amount of liabilities presented		Corresponding derivative balance
Noteholder 9	7/7/2016	9/30/2019		6.00	%	$0.10/Share			$	25,000	$	-	$	25,000	$	-
Noteholder 13	2/16/2021	8/16/2021		6.00	%	$0.015/Share				140,000		-		140,000		21
									$	165,000	$	-	$	165,000	$	21

Shedule of convertible promissory notes and related debt

Noteholder	Origination	Maturity	Interest rate			Variable conversion discount			Principal balance		Debt discount		Net amount of liabilities presented		Corresponding derivative balance
Noteholder 2	11/1/2018	8/1/2019		12.00	%		35.00	%	$	21,487	$	-	$	21,487	$	37,914
Noteholder 8	11/21/2017	5/21/2018		6.00	%	See below				20,000		-		20,000		210,951
Noteholder 10	2/27/2020	2/26/2021		10.00	%		40.00	%		131,788		-		131,788		202,568
									$	173,275	$	-	$	173,275	$	451,433
Noteholder	Origination	Maturity	Interest rate			Fixed conversion rate			Principal balance		Debt discount		Net amount of liabilities presented		Corresponding derivative balance
Noteholder 9	7/7/2016	9/30/2019		6.00	%	$0.10/Share			$	25,000	$	-	$	25,000	$	-
Noteholder 13	2/16/2021	8/16/2021		6.00	%	$0.015/Share				140,000		-		140,000		21,038
									$	165,000	$	-	$	165,000	$	21,038

Schedule of deb future maturities

Year ending
March 31,	Amount
2022	$	346,788
	$	346,788

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EARNING PER SHARE (Tables)

9 Months Ended

Dec. 31, 2021

EARNINGS PER SHARE

Summary of dilutive securities

	December 31, 2021		March 31, 2021
Preferred stock		25,000,000		25,000,000
Warrants		14,750,000		14,750,000
Options		8,000,000		8,000,000
Convertible debt		339,053,333		152,763,705
Total		386,803,333		200,513,705

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STOCKHOLDERS EQUITY (Tables)

9 Months Ended

Dec. 31, 2021

STOCKHOLDERS EQUITY

Summary of option and warrants

	Shares			Weighted Avg Exercise Price
Outstanding, March 31, 2021		22,750,000		$	0.04
Granted		-		$	-
Exercised		-		$	-
Expired		(22,750,000	)	$	0.04
Outstanding, December 31, 2021		-		$	-
Exercisable, December 31, 2021		-		$	-

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COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Dec. 31, 2021

COMMITMENTS AND CONTINGENCIES

Summary of aggregate future lease liability expense

Year Ending March 31,	Amount
2022	$	6,358
2023		25,958
2024		26,659
2025		25,025
	$	84,000

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GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2021
GOING CONCERN
Accumulated deficit	$ (15,777,000)						$ (15,777,000)		$ (15,512,951)
Net loss	(163,999)	$ 22,044	$ (121,969)	$ (92,055)	$ (603,044)	$ (206,624)	(263,924)	$ (901,723)
Net cash used in operating activities							(84,000)	(133,526)
Revenue	$ 339,194			$ 2,767			$ 716,734	$ 23,348

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SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Dec. 31, 2021 USD ($)
SIGNIFICANT ACCOUNTING POLICIES
Balance at March 31, 2021	$ 472,471
Change in fair value	(99,566)
Settlement	(213,156)
Balance at December 31, 2021	$ 159,749

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SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2021
Accounts receivables, average collection period, description	Normal accounts receivable are due 30 to 45 days after the issuance of the invoice. Receivables past due more than 60 days are considered delinquent
Allowance for doubtful accounts	$ 0	$ 0
Cash, FDIC Insured Amount	$ 250,000
Derivative liability of convertible notes [Member]
Expected volatility rate	152.00%	375.00%
Risk free interest rate	0.19%	0.05%
Expected term	1 year	1 year
Common stock price per share	$ 0.0008	$ 0.0035

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INVENTORY (Details) - USD ($)	Dec. 31, 2021	Mar. 31, 2021
INVENTORY
Finished Goods	$ 65,695	$ 73,553
Inventory	$ 65,695	$ 73,553

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PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS (Details) - USD ($)	Dec. 31, 2021	Mar. 31, 2021
Property and equipment, gross	$ 144,630	$ 144,630
Accumulated depreciation and amortization	(127,745)	(123,545)
Property and equipment, net	16,885	21,085
Website development [Member]
Property and equipment, gross	88,965	88,965
Automobile [Member]
Property and equipment, gross	31,596	31,596
Studio and office equipment [Member]
Property and equipment, gross	11,910	11,910
Tenant Improvements [Member]
Property and equipment, gross	11,135	11,135
Intangible assets [Member]
Property and equipment, gross	$ 1,024	$ 1,024

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PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS (Details Narrative) - USD ($)	9 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
PROPERTY AND EQUIPMENT AND INTANGIBLE ASSETS
Depreciation expense	$ 4,200	$ 4,807

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DEBT (Details) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2021
Corresponding Derivative Balance	$ 159,749	$ 472,471
Convertible Debt [Member]
Debt discount	0	0
Note amount	131,788	173,275
Corresponding Derivative Balance	159,728	451,433
Net amounts of liabilities presented	131,788	173,275
Noteholder 10 [Member]
Debt discount	0	0
Note amount	131,788	131,788
Corresponding Derivative Balance	159,728	202,568
Net amounts of liabilities presented	$ 131,788	$ 131,788
Origination date	2/27/2020	2/27/2020
Date due	2/26/2021	2/26/2021
Interest rate	10.00%	10.00%
Conversion Discount	40.00%	40.00%
Noteholder 2 [Member]
Debt discount		$ 0
Note amount		21,487
Corresponding Derivative Balance		37,914
Net amounts of liabilities presented		$ 21,487
Origination date		11/1/2018
Date due		8/1/2019
Interest rate		12.00%
Conversion Discount		35.00%
Noteholder 8 [Member]
Debt discount		$ 0
Note amount		20,000
Corresponding Derivative Balance		210,951
Net amounts of liabilities presented		$ 20,000
Origination date		11/21/2017
Date due		5/21/2018
Interest rate		6.00%

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DEBT (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2021
Corresponding Derivative Balance	$ 159,749	$ 472,471
Net amounts of liabilities presented	81,600
Convertible Debt Fixed Conversion Rate [Member]
Note amount	165,000	165,000
Debt discount	0	0
Corresponding Derivative Balance	21	21,038
Net amounts of liabilities presented	165,000	165,000
Noteholder 9 [Member]
Note amount	25,000	25,000
Debt discount	0	0
Corresponding Derivative Balance	0	0
Net amounts of liabilities presented	$ 25,000	$ 25,000
Fixed conversion rate	$ 0.10	$ 0.10
Interest Rate	6.00%	6.00%
Origination date	7/7/2016	7/7/2016
Date due	9/30/2019	9/30/2019
Noteholder 13 [Member]
Note amount	$ 140,000	$ 140,000
Debt discount	0	0
Corresponding Derivative Balance	21	21,038
Net amounts of liabilities presented	$ 140,000	$ 140,000
Fixed conversion rate	$ 0.015	$ 0.015
Interest Rate	6.00%	6.00%
Origination date	2/16/2021	2/16/2021
Date due	8/16/2021	8/16/2021

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DEBT (Details 2)	Dec. 31, 2021 USD ($)
DEBT (Details)
2022	$ 346,788
Long-term debt, Total	$ 346,788

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DEBT (Details Narrative) - USD ($)			1 Months Ended			9 Months Ended		12 Months Ended
	May 09, 2020	Feb. 12, 2019	Jun. 28, 2021	Nov. 22, 2019	Oct. 31, 2016	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Oct. 20, 2021	Mar. 31, 2021	Jul. 10, 2020	Mar. 31, 2019	Dec. 31, 2016
Interest expenses related to notes payable						$ 4,690
Common stock share issued						6,220,169,526			225,910,000	5,474,978,826
Interest expenses related to convertible debt						$ 19,284
Amortization of debt discount						0	$ 295,934
Proceeds from notes payable						$ 0	$ 68,000
Noteholder 3 [Member]
Common stock share issued					4,200,000
Noteholder 1 [Member] | February 2020 [Member]
Debt instrument settlement amount during the period			$ 249,000
Additional penalty								$ 114,000
Shares issuable upon conversion of convertible debt													800,000
Outstanding Remaining Balance								$ 249,000
Notice of debt conversion, principal		$ 125,000
Notice of debt conversion, accrued interest		11,250
Daily fee		$ 3,000
Frequency of periodic payments		daily
Note payable recognized as a penalty												$ 135,000
Common stock payable, fair value													$ 474,000
Noteholder 8 [Member] | Convertible debt, Amendment agreement [Member]
Convertible notes payable											$ 20,000
Conversion price											$ 0.0002
Paycheck Protection Program [Member]
Proceeds from notes payable	$ 68,000
Loan received	$ 68,000
Deferred interest rate	1.00%
Maturity date	May 2022
Convertible Debt [Member]
Common stock share issued					5,000,000
Extended maturity date					Nov. 11, 2016
Extinguishment of debt					$ 129,549
Individual [Member] | Promissory note [Member]
Common stock share issued			83,333,333
Proceeds from issuance of debt				$ 25,000
Promissory note issued				50,000
Discount on issuance of promissory note				$ 25,000
Common stock value			$ 425,000
Accrued interest			59,760
Loss on settlement			$ 116,240
Debt due date				Feb. 20, 2020

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NONCONTROLLING INTEREST (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2021	Mar. 31, 2021
Investments		$ 101,470	$ 101,470
Noncontrolling interest		$ 24,437	$ 24,437
Spring Hill Water Company [Member]
Ownership percentage reduction description	Should we fail to provide this additional capital within the next 2 years, our ownership percentage in Spring Hill will be reduced from 49% to 20%
Ownership percentage	49.00%
Voting membership units, percentage	75.00%
Lease agreement description	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
Capital contribution	$ 100,000
Losses,expenditures, and deductions Percentage	100.00%
Noncontrolling interest percentage	25.00%
Net losses percentage	0.00%
Doore, LLC [Member]
Ownership percentage	51.00%
Bottling Facility And Equipment [Member]
Commitment to additional capital	$ 530,000
Commitment to additional capital term	2 years

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EARNINGS PER SHARE (Details) - shares	9 Months Ended	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2021
Potentially dilutive securities	386,803,333	200,513,705
Convertible Debt [Member]
Potentially dilutive securities	339,053,333	152,763,705
Options [Member]
Potentially dilutive securities	8,000,000	8,000,000
Warrants [Member]
Potentially dilutive securities	14,750,000	14,750,000
Preferred Stock [Member]
Potentially dilutive securities	25,000,000	25,000,000

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STOCKHOLDERS EQUITY (Details)	9 Months Ended
	Dec. 31, 2021 $ / shares shares
Shares
Outstanding, begining balance | shares	22,750,000
Granted | shares	0
Exercised | shares	0
Expired | shares	(22,750,000)
Outstanding, closing balance | shares	0
Exercisable, December 31, 2021 | shares	0
Weighted Average Exercise Price abstract
Weighted Average Exercise Price, begnning balance | $ / shares	$ 0.04
Weighted Average Granted | $ / shares	0
Weighted Average Exercised | $ / shares	0
Weighted Average Expired | $ / shares	0.04
Weighted Average Exercise Price, Ending | $ / shares	0
Weighted Average Exercisable | $ / shares	$ 0

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STOCKHOLDERS EQUITY (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended		12 Months Ended
	Oct. 01, 2016	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Oct. 20, 2021	Mar. 31, 2021
Proceeds from issuance of common stock		$ 89,000	$ 0
Common stock shares issued		6,220,169,526			225,910,000	5,474,978,826
Series A Preferred Stock [Member]
Preferred stock shares issued		5,000,000				5,000,000
Vendor [Member]
Common stock shares issued		13,000,000
Common stock shares issued for accounts payable, value		$ 8,000
Daniel Crawford [Member] | Series A Preferred Stock [Member]
Preferred stock shares issued	5,000,000
Conversion of stock, shares converted	10,000,000
Subscription Agreement [Member] | Investors [Member]
Common stock shares issued during the period		383,333,332
Proceeds from issuance of common stock		$ 89,000
May 2021 [Member] | Settlement and Mutual Release Agreement [Member]
Common stock issued for debt settlement				38,114,035
Number of warrants for settlement				750,000
Fair value of common stock issued for debt settlement				$ 80,000

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended
	Dec. 31, 2017	Dec. 31, 2021	Mar. 31, 2021
Accounts payable		$ 65,739	$ 126,798
Ashok Patel [Member]
Common stock shares reserve for future issuance	700,000
CEO [Member]
Accounts payable		$ 7,505

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COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2021 USD ($)
Years Ending March 31,
2022	$ 6,358
2023	25,958
2024	26,659
2025	25,025
Aggregate future lease liability expense	$ 84,000

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2021	Mar. 17, 2021
COMMITMENTS AND CONTINGENCIES
Right of use asset			$ 93,000
Accrued expenses		$ 81,600
Impairment expense	$ 91,200
Amount payable, lease states	$ 83,659

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SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member]	Jan. 31, 2022 USD ($)
Proceeds from loan agreement	$ 65,000
Loan fees	$ 8,450
Loan maturity date	Jul. 01, 2023
Percentage of daily sales	19.75%
Loan agreement, amount	$ 73,450