We urge you to read the following discussion in conjunction with management's discussion and analysis contained in our Annual Report on Form 10-K for the year ended March 31, 2019, as well as with our condensed financial statements and the notes thereto included elsewhere herein.

Company Overview

Our business is conducted through our wholly owned subsidiaries, Humbly Hemp, Endo Brands, and Humble Water Company. Humbly Hemp sells and markets a line of hemp enhanced snack foods. 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. Endo Brands creates and markets a line of CBD consumer products and through ENDO Labs, a joint venture with Centre Manufacturing, creates white label products and formulations for CBD brands. Right On Brands is at the focus of health and wellness. We create lasting brands with emerging functional ingredients, and our focus right now is industrial hemp, hemp derived CBD, and high alkaline water. As of September 30, 2019, the Board of Directors of the Company voted to merge Humbly Hemp, Inc. into the Company in order to have a more efficient and less costly corporate structure.

Basis of Presentation of Financial Information

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP"), which contemplate continuation of the Company as a going concern, which is dependent upon the Company's ability to establish itself as a profitable business. At December 31, 2019, the Company had an accumulated deficit of $11,891,860 and for the nine months ended December 31, 2019, incurred net losses of $1,705,758, as compared to $2,806,395 for the same period in 2018. Management expects that the Company will need to raise additional capital to sustain operations until such time as the Company can achieve profitability. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations.

The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

Significant Accounting Policies

There have been no changes from the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on July 29, 2019.

Note Conversions to Common Stock

During the nine months ended December 31, 2019 the Company received several notices of conversion from its noteholders as summarized here:



                                          Average
Noteholder       Debt Converted       Conversion Price      Shares Issued

Noteholder 2   $        210,663     $             0.005         44,759,514
Noteholder 3             60,375     $             0.002         38,415,000
Noteholder 4            104,341     $             0.003         41,431,396
Noteholder 5            244,650     $             0.003         75,316,850
Noteholder 6            108,794     $             0.001        135,652,946
Noteholder 7             81,750     $             0.004         19,395,570




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Results of Operations

Comparison of Three Months Ended December 31, 2019 and 2018

During the three months ended December 31, 2019, we generated revenue of $106,434 and our cost of goods sold was $62,220, resulting in gross profit of $44,214. We incurred total operating expenses of $243,115, interest expense of $116,783, and a net loss of $182,382. By comparison, during the three months ended December 31, 2018, we generated revenue of $57,476 and our cost of goods sold was $41,293, resulting in gross profit of $16,183. We incurred operating expenses of $480,695, interest expense of $784,892 and we recorded a net loss of $1,783,791.

Our revenues increased significantly compared to the same period last year due to increased product distribution and sales. Our operating expenses decreased significantly due primarily to lower consulting fees. However, this was offset by higher general and administrative expenses related to contract labor, commissions, insurance, lease and travel expenses. Other expenses increased related to debt financing, including interest, financing costs, and default penalties.

Comparison of Nine Months Ended December 31, 2019 and 2018

For the nine months ended December 31, 2019 and 2018, the Company's revenue totaled $315,091 and $153,087, respectively, for which our respective costs of goods sold totaled $200,140 and $105,093. The $162,004 increase in revenue resulted from additional sales. During 2019 the Company also introduced its Humbly Hemp line of energy bars and sparkling teas.

For the nine months ended December 31, 2019, the Company had operating expenses totaling $719,970 compared to $1,363,573 for the same period in 2018, a decrease of $643,603. This change is primarily a result of lower consulting fees. General and administrative expenses increased by approximately $197,454, from $141,838 in the nine months ended December 31, 2018 to $339,292 over the same period in 2019 due to increased contract labor, commissions, insurance, lease and travel expenses. Other expenses increased related to debt financing, including interest, financing costs, loss on derivatives issued with debt, and default penalties. The Company also recorded depreciation and amortization expense of $5,149 for the nine months ended December 31, 2019 compared to $2,822 for the nine months ended December 31, 2018.

We expect that our expenses, as well as our revenues, will continue to increase over the current fiscal year as we work to expand sales and distribution of our products.




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Liquidity and Capital Resources

As of December 31, 2019, we had current assets in the amount of $316,233, consisting of cash in the amount of $15,616, accounts receivable of $26,879, and inventory of $258,163. As of December 31, 2019, we had current liabilities of $1,773,758. The current liabilities consisted of accounts payable of $199,772, accrued interest payable of $48,922, notes payable net of discount of $754,164, convertible debt net of discount in the amount of $240,942, and a derivative liability of $484,358.

We also entered into an office lease April 1, 2019 which resulted in a long-term asset and lease liabilities of $102,600 at December 31, 2019.

We have funded our operations to date through the issuance of common stock in offerings exempt under Rule 506, as well as through the issuance of convertible notes. During the nine months ended December 31, 2019:



    ·   We issued a total of 24,416,666 shares of common stock to an investor for
        total proceeds of $125,000.

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

Off Balance Sheet Arrangements

As of December 31, 2019, there were no off-balance sheet arrangements.

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