Amended Annual Report (10-k/a)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

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

 

for the Fiscal Year Ended March 31, 2019

 

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

 

for the transition period from _________ to ________

 

Commission File Number: 000-55704

 

Right on Brands, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		45-1994478
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3235 Skyline Dr, Suite 127, Carrollton, TX		75006
(Address of principal executive offices)		(Zip code)

 

[phone]

 (Registrant’s telephone number, including area code) 

 

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

  Not Applicable  

 

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

 

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

 

Common stock, par value of $0.001

(Title of class)

 

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

 

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

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

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

 

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

 

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

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Approximately $3,229,755 as of September 30, 2018, based on the closing sale price of $0.08 per share on that date.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 137,670,407 as of July 24, 2019.

 

Documents Incorporated by Reference: None

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Right On Brands, Inc. (the “Company”) for the year ended March 31, 2019, originally filed with the Securities and Exchange Commission (“SEC”) on July 26, 2019 (the “Original Filing”), for the purpose of including the eXtensible Business Reporting Language(“XBRL”) format, replacing the beneficial ownership of A. David Youssefyeh, Chief Financial Officer and director, to 4,000 shares of common stock disclosed in Item 12, and indicated on the cover page that we have (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) been subject to such filing requirements for the past 90 days.

 

The corrections referenced above are not material to the Company or its financial results for the year.

 

Except as specifically set forth herein, this Amendment No. 1 does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with the Company’s filings with the SEC subsequent to the Original Filing.

 

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Part IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

Exhibit Number		Description
31.1*		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2*		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer
32.1*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer

 

*Filed herewith

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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: July 30, 2019	By:	/s/ Ashok Patel
		Ashok Patel
		President, Chief Executive Officer, and Director

 

Date: July 30, 2019	By:	/s/ A.David Youssefyeh
		A. David Youssefyeh
		Chief Financial Officer and Director

 

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