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x
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended December 31, 2019
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¨
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Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from __________ to __________
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Commission File Number: 000-55704
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Right On Brands, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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45-1994478
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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3235 Skyline Dr, Suite 127, Carrollton, TX 75006
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(Address of principal executive offices)
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(214) 736-7252
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(Registrant’s telephone number)
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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N/A
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N/A
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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Emerging growth company
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x
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Page
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8
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9
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2
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3
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F-1 |
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Three Months
Ended
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Three Months
Ended
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Nine Months
Ended
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Nine Months
Ended
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December 31,
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December 31,
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December 31,
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December 31,
|
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||||
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2019
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2018
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2019
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2018
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||||
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||||
Revenue
|
|
$ | 106,434 |
|
|
$ | 57,476 |
|
|
$ | 315,091 |
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|
$ | 153,087 |
|
Cost of goods sold
|
|
|
83,357 |
|
|
|
41,293 |
|
|
|
221,277 |
|
|
|
140,480 |
|
Gross profit
|
|
|
23,077 |
|
|
|
16,183 |
|
|
|
93,814 |
|
|
|
12,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
1,836 |
|
|
|
679 |
|
|
|
5,149 |
|
|
|
2,822 |
|
General and administrative
|
|
|
101,518 |
|
|
|
46,627 |
|
|
|
336,657 |
|
|
|
141,838 |
|
Advertising and promotion
|
|
|
5,818 |
|
|
|
33,351 |
|
|
|
54,749 |
|
|
|
58,737 |
|
Legal and professional
|
|
|
37,306 |
|
|
|
25,061 |
|
|
|
169,233 |
|
|
|
51,639 |
|
Executive compensation
|
|
|
39,000 |
|
|
|
- |
|
|
|
62,000 |
|
|
|
18,000 |
|
Consulting
|
|
|
36,555 |
|
|
|
374,977 |
|
|
|
68,410 |
|
|
|
1,054,813 |
|
Research and development
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
337 |
|
Total operating expenses
|
|
|
222,033 |
|
|
|
480,695 |
|
|
|
696,198 |
|
|
|
1,328,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(116,783 | ) |
|
|
(784,892 | ) |
|
|
(606,687 | ) |
|
|
(981,383 | ) |
Loss on interest settlement
|
|
|
- |
|
|
|
- |
|
|
|
(8,693 | ) |
|
|
- |
|
Change in fair value of derivative
|
|
|
145,868 |
|
|
|
(534,387 | ) |
|
|
49,230 |
|
|
|
(509,686 | ) |
Financing costs
|
|
|
(12,623 | ) |
|
|
- |
|
|
|
(335,102 | ) |
|
|
- |
|
Default penalty
|
|
|
- |
|
|
|
- |
|
|
|
(202,234 | ) |
|
|
- |
|
Other income
|
|
|
112 |
|
|
|
- |
|
|
|
112 |
|
|
|
- |
|
Total other income (expense)
|
|
|
16,574 |
|
|
|
(1,319,279 | ) |
|
|
(1,103,374 | ) |
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|
(1,491,069 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss including noncontrolling interest
|
|
|
(182,382 | ) |
|
|
(1,783,791 | ) |
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|
(1,705,758 | ) |
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|
(2,806,648 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Net income attributable to noncontrolling interest
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
253 |
|
|
|
|
|
|
|
|
|
|
|
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|
Net loss attributable to Right On Brands, Inc.
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|
$ | (182,382 | ) |
|
$ | (1,783,791 | ) |
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$ | (1,705,758 | ) |
|
$ | (2,806,395 | ) |
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|
|
|
|
|
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|
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|
|
|
|
|
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|
|
Loss per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Basic loss per share
|
|
$ | (0.00 | ) |
|
$ | (0.03 | ) |
|
$ | (0.01 | ) |
|
$ | (0.04 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding
|
|
|
387,273,071 |
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|
66,366,478 |
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|
|
230,093,250 |
|
|
|
64,930,832 |
|
F-2 |
|
|
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Total
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|
|||||||||||
|
|
Preferred Shares
|
|
|
Common Shares
|
|
|
Additional
Paid In
|
|
|
Common
Stock
|
|
|
Accumulated
|
|
|
Noncontrolling
|
|
|
Stockholders’
Equity
|
|
|||||||||||||||
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|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Issuable
|
|
|
Deficit
|
|
|
Interest
|
|
|
(Deficit)
|
|
|||||||||
Balance, March 31, 2018
|
|
|
5,000,000 |
|
|
$ | 5,000 |
|
|
|
63,543,869 |
|
|
$ | 63,544 |
|
|
$ | 6,513,979 |
|
|
$ | 474,000 |
|
|
$ | (4,100,945 | ) |
|
$ | 24,437 |
|
|
$ | 2,980,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for cash
|
|
|
- |
|
|
|
- |
|
|
|
3,000,000 |
|
|
|
3,000 |
|
|
|
3,000 |
|
|
|
38,950 |
|
|
|
- |
|
|
|
- |
|
|
|
44,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for cash and warrants
|
|
|
- |
|
|
|
- |
|
|
|
40,000 |
|
|
|
40 |
|
|
|
9,960 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
10,000 |
|
Issuance of common stock for consulting services
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
36,050 |
|
|
|
- |
|
|
|
- |
|
|
|
36,050 |
|
Net loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,806,395 | ) |
|
|
(252 | ) |
|
|
(2,806,647 | ) |
Balance, December 31, 2018
|
|
|
5,000,000 |
|
|
$ | 5,000 |
|
|
|
66,583,869 |
|
|
$ | 66,584 |
|
|
$ | 6,526,939 |
|
|
$ | 549,000 |
|
|
$ | (6,907,340 | ) |
|
$ | 24,185 |
|
|
$ | 264,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2019
|
|
|
5,000,000 |
|
|
$ | 5,000 |
|
|
|
73,652,594 |
|
|
$ | 73,653 |
|
|
$ | 8,295,767 |
|
|
$ | 56,050 |
|
|
$ | (10,186,102 | ) |
|
$ | 24,437 |
|
|
$ | (1,731,195 | ) |
Issuance of common stock for cash
|
|
|
- |
|
|
|
- |
|
|
|
24,416,666 |
|
|
|
24,417 |
|
|
|
80,583 |
|
|
|
20,000 |
|
|
|
- |
|
|
|
- |
|
|
|
125,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of debt and interest to common stock
|
|
|
- |
|
|
|
- |
|
|
|
354,971,286 |
|
|
|
354,971 |
|
|
|
1,555,014 |
|
|
|
(20,000 | ) |
|
|
- |
|
|
|
- |
|
|
|
1,889,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued as financing costs
|
|
|
-
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
33,113 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
33,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,705,758 | ) |
|
|
- |
|
|
|
(1,705,758 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019
|
|
|
5,000,000 |
|
|
$ | 5,000 |
|
|
|
453,040,546 |
|
|
$ | 453,041 |
|
|
$ | 9,964,477 |
|
|
$ | 56,050 |
|
|
$ | (11,891,860 | ) |
|
$ | 24,437 |
|
|
$ | (1,388,855 | ) |
F-3 |
|
|
|
Nine Months
Ended
|
|
|
Nine Months
Ended
|
|
||
|
|
December 31,
|
|
|
December 31,
|
|
||
|
|
2019 |
|
|
2018 |
|
||
|
|
|
|
|
|
|
||
Cash flows provided by (used in) operating activities
|
|
|
|
|
|
|
||
Net loss
|
|
$ | (1,705,758 | ) |
|
$ | (2,806,395 | ) |
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
5,149 |
|
|
|
2,822
|
|
Inventory impairment
|
|
|
21,137 |
|
|
|
35,387 |
|
Amortization of prepaid stock compensation
|
|
|
- |
|
|
|
962,585
|
|
Change in fair value of derivative
|
|
|
(49,230 | ) |
|
|
509,686 |
|
Amortization of debt discount
|
|
|
533,592 |
|
|
|
192,704 |
|
Financing costs for debt issuances
|
|
|
335,102 |
|
|
|
782,889
|
|
Loss on interest settlement
|
|
|
8,693 |
|
|
|
- |
|
Default penalties
|
|
|
202,234 |
|
|
|
- |
|
Common stock issuable
|
|
|
(20,000 | ) |
|
|
- |
|
(Increase) decrease in assets
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(2,695 | ) |
|
|
(92,835 | ) |
Prepaid expense
|
|
|
(15,575 | ) |
|
|
6,649 |
|
Inventory
|
|
|
(65,343 | ) |
|
|
(91,350 | ) |
Increase (decrease) in liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
133,083 |
|
|
|
34,426 |
|
Accrued interest payable
|
|
|
73,094 |
|
|
|
16,037 |
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(546,517 | ) |
|
|
(447,395 | ) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
- |
|
|
|
2,000 |
|
Net cash from investing activities
|
|
|
- |
|
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Proceeds from convertible debt
|
|
|
321,250 |
|
|
|
514,500 |
|
Proceeds from notes payable
|
|
|
25,000 |
|
|
|
- |
|
Proceeds from issuances of common stock
|
|
|
125,000 |
|
|
|
91,000 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
471,250 |
|
|
|
605,500 |
|
|
|
|
|
|
|
|
|
|
Decrease in cash
|
|
|
(75,267 | ) |
|
|
160,105 |
|
|
|
|
|
|
|
|
|
|
Cash-beginning of period
|
|
|
90,883 |
|
|
|
47,506 |
|
|
|
|
|
|
|
|
|
|
Cash-end of period
|
|
$ | 15,616 |
|
|
$ | 207,611 |
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
Right of use asset and liability, office lease (Note 8)
|
|
$ | 136,800 |
|
|
$ | - |
|
Recognition of right of use asset and lease liability
|
|
$ | 34,200 |
|
|
$ | - |
|
Convertible debt converted into common stock
|
|
$ | 810,573 |
|
|
$ | - |
|
Penalty accrued as note payable
|
|
$ | 121,091 |
|
|
$ | - |
|
Debt discount at note payable origination
|
|
$ | 25,000 |
|
|
$ | - |
|
Debt discount at convertible note origination
|
|
$ | 327,945 |
|
|
$ | - |
|
Derivative at convertible note origination
|
|
$ | 608,211 |
|
|
$ | - |
|
Accrued interest converted to common stock
|
|
$ | 54,509 |
|
|
$ | - |
|
F-4 |
|
|
|
As of
December 31,
2019
|
|
|
As of
March 31,
2019
|
|
||
|
|
|
|
|
|
|
||
Raw materials
|
|
$ | 6,843 |
|
|
$ | 43,796 |
|
Work-in-process
|
|
|
30,611 |
|
|
|
30,611 |
|
Finished Goods
|
|
|
220,709 |
|
|
|
139,550 |
|
Ending Balance
|
|
$ | 258,163 |
|
|
$ | 213,957 |
|
F-5 |
|
F-6 |
|
Balance at March 31, 2019
|
|
$ | 1,034,939 | |
Additions to derivative liability for new debt
|
|
|
608,211 |
|
Additions to derivative liability for penalty
|
|
|
81,143 |
|
Reclass to equity upon conversion/cancellation
|
|
|
(1,190,705 | ) |
Change in fair value
|
|
|
(49,230 | ) |
Balance at December 31, 2019
|
|
$ | 484,358 |
F-7 |
|
|
|
Potential additional
|
|
|
|
|
common stock
|
|
|
|
|
shares
|
|
|
Potentially dilutive security:
|
|
|
|
|
Preferred stock
|
|
|
25,000,000 |
|
Warrants
|
|
|
19,230,000 |
|
Options
|
|
|
8,000,000 |
|
Convertible debt
|
|
|
613,058,462 |
|
Potentially dilutive securities
|
|
|
665,288,462 |
|
|
|
|
|
Weighted-Average
|
|
|||
|
|
Shares
|
|
|
Exercise Price
|
|
||
Outstanding, March 31, 2019
|
|
|
12,480,000 |
|
|
$ | 0.17 |
|
Granted
|
|
|
14,750,000 |
|
|
|
.04 |
|
Exercised
|
|
|
- |
|
|
|
- |
|
Expired
|
|
|
- |
|
|
|
- |
|
Outstanding, December 31, 2019
|
|
|
27,230,000 |
|
|
$ | 0.11 |
|
Options and warrants exercisable at December 31, 2019
|
|
|
27,230,000 |
|
|
$ | 0.11 |
|
F-8 |
|
F-9 |
|
|
|
As of
December 31,
2019
|
|
|
As of
March 31,
2019
|
|
||
|
|
|
|
|
|
|
||
Website development
|
|
$ | 88,965 |
|
|
$ | 88,965 |
|
Automobile
|
|
|
31,596 |
|
|
|
31,596 |
|
Studio and office equipment
|
|
|
5,957 |
|
|
|
5,957 |
|
Tenant improvements
|
|
|
11,135 |
|
|
|
11,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
137,653 |
|
|
|
137,653 |
|
|
|
|
|
|
|
|
|
|
Less: accumulated depreciation
|
|
|
(114,941 | ) |
|
|
(110,202 | ) |
|
|
|
|
|
|
|
|
|
Ending Balance
|
|
$ | 22,712 |
|
|
$ | 27,451 |
|
F-10 |
|
|
|
|
|
Gross amount
|
|
|
Net amounts
|
|
|
Corresponding
|
|
|||||
|
|
Gross amount
|
|
|
offset by
|
|
|
of liabilities
|
|
|
Derivative
|
|
||||
Note holder
|
|
of liability
|
|
|
debt discount
|
|
|
presented
|
|
|
Balance
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noteholder 2
|
|
$ | 21,487 |
|
|
$ | - |
|
|
$ | 21,487 |
|
|
$ | 14,350 |
|
Noteholder 3
|
|
|
37,125 |
|
|
|
- |
|
|
|
37,125 |
|
|
|
21,470 |
|
Noteholder 5
|
|
|
318,150 |
|
|
|
204,026 |
|
|
|
114,124 |
|
|
|
437,118 |
|
Noteholder 6
|
|
|
21,206 |
|
|
|
- |
|
|
|
21,206 |
|
|
|
11,420 |
|
Other notes
|
|
|
47,000 |
|
|
|
- |
|
|
|
47,000 |
|
|
|
- |
|
|
|
$ | 444,968 |
|
|
$ | 204,026 |
|
|
$ | 240,942 |
|
|
$ | 484,358 |
|
F-11 |
|
F-12 |
|
Years Ending
|
|
|
||
March 31,
|
|
Amount
|
|
|
2020
|
|
$ | 11,400 |
|
2021
|
|
|
45,600 |
|
2022
|
|
|
45,600 |
|
|
|
$ | 102,600 |
|
|
|
Shares
|
|
|
Penalty
|
|
|
Principal
|
|
|||
Noteholder
|
|
Issued |
|
|
Settled |
|
|
Converted
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Noteholder 6
|
|
|
90,500,260 |
|
|
$ | - |
|
|
$ | 21,206 |
|
Noteholder 3
|
|
|
232,700,000 |
|
|
$ | 5,551 |
|
|
|
25,000 |
|
|
|
|
323,200,260 |
|
|
$ | 5,551 |
|
|
$ | 46,206 |
|
F-13 |
|
|
|
|
|
|
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 |
|
4 |
|
5 |
|
|
· | We issued a total of 24,416,666 shares of common stock to an investor for total proceeds of $125,000. |
6 |
|
7 |
|
8 |
|
Exhibit
Number
|
|
Description of Exhibit
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101
|
|
Materials from the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2019 formatted in Extensible Business Reporting Language (XBRL)
|
9 |
|
|
Right On Brands, Inc.
|
||
|
|||
Date: February 14, 2020
|
By:
|
/s/ Jerry Grisaffi
|
|
|
Name:
|
Jerry Grisaffi
|
|
|
Title:
|
Chief Executive Officer
|
Date: February 14, 2020
|
By:
|
/s/ A. David Youssefyeh
|
|
|
Name:
|
A. David Youssefyeh
|
|
|
Title:
|
Chief Financial Officer
|
10 |
EXHIBIT 31.1
Certification of Chief Executive Officer Pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jerry Grisaffi, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Right On Brands, Inc, Inc.; |
|
|
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. |
February 14, 2020 |
By: |
/s/ Jerry Grisaffi |
|
|
Jerry Grisaffi, Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
Certification of Chief Financial Officer Pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, A.David Youssefyeh, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Right On Brands, Inc, Inc.; |
|
|
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. |
February 14, 2020 |
By: |
/s/ A.David Youssefyeh |
|||
|
A.David Youssefyeh, Chief Financial Officer (Principal Financial and Accounting officer) |
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 period ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
2. |
Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
February 14, 2020 |
By: |
/s/ Jerry Grisaffi |
|
|
Jerry Grisaffi, President (Principal Executive Officer) |
February 14, 2020 |
By: |
/s/ A.David Youssefyeh |
|
|
A.David Youssefyeh, Chief Financial Officer (Principal Financial and Accounting officer) |