UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2017~~2018

Commission file number: 333-206839

HEALTH-RIGHT DISCOVERIES, INC.

(Exact name of registrant as specified in its charter)

Florida	45-3588650
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

18851 NE 29^th Avenue, Suite 700, Aventura, Florida 33180

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (305) 705-3247

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

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

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

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 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~~ ~~and posted on its corporate Web site~~electronically, ~~if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (ss.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 ☒ 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. ☒

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

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated filer ☐☒ Smaller reporting company ☒ Emerging growth company ☒

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

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 sold, or the average bid and asked prices of such common equity as of the last business day of the registrant’s most recently completed second fiscal quarter: Not applicable.

The number of shares outstanding of the issuer’s common stock, $0.001 par value, as of April 1611, ~~2017~~2019 was 22,869,191 shares.

HEALTH-RIGHT DISCOVERIES, INC.

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, ~~2017~~2018

TABLE OF CONTENTS

	Page
PART I
Item 1. Business.	3
Item 1. Business	1
Item 1A. Risk Factors.	7
Item 1A. Risk Factors	6
Item 1B. Unresolved Staff Comments.
Item 2. Properties	6
Item 2. Properties.	7
Item 3. Legal Proceedings	6
Item 3. Legal Proceedings.	7
Item 4. Mine Safety Disclosures	6
Item 4. Mine Safety Disclosures.	7
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	7
Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6. Selected Financial Data.	8
Item 6. Selected Financial Data	7
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	8
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 8. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data	11
Item 8. Financial Statements and Supplementary Data.	11
Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure	11
Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure.	11
Item 9A. Controls and Procedures	11
Item 9A. Controls And Procedures.	11
Item 9B. Other Information	13
Item 9B. Other Information.	12
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.	13
Item 10. Directors, Executive Officers, and Corporate Governance	13
Item 11. Executive Compensation.	13
Item 11. Executive Compensation	15
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	18
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 13. Certain Relationships and Related Transactions, and Director Independence.	19
Item 13. Certain Relationships and Related Transactions, and Director Independence	19
Item 14. Principal Accounting Fees and Services.	20
Item 14. Principal Accounting Fees and Services	19
PART IV
Item 15. Exhibits and Financial Statement Schedules.	20
Item 15. Exhibits and Financial Statement Schedules	20
	22
Signatures	22
Signatures

FORWARD LOOKING STATEMENTS

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Unless the context otherwise requires, references in this report to “HRD,” “Health-Right,” “the Company,” “we,” “our” and “us” refers to Health-Right Discoveries, Inc. and its subsidiaries.

PART I

Item 1 Business.

Historical ~~Overview~~Background

Health-Right was founded as a natural biotech company that ~~seeks~~sought to combine science and nutrition to develop branded ingredients, formulations and products that seek to provide a better quality of life for consumers who primarily suffer from stress-induced viruses and diseases. The Company developed a formulation platform by utilizing and scientifically combining various natural ingredients to help positively influence the interrelationship between stress and the immune system. The Company initially applied the formulation platform to Advanced H-Plex Defense Formula 11, its first product (“H-Plex Defense”), an all-natural dietary supplement whose formulation sought to address less than optimal nutrition and nutritional deficiencies to aid persons afflicted with Herpes Simplex Virus 1. Despite test marketing H-Plex Defense through the end of 2014 and positive customer feedback, HRD ~~has~~was ~~been~~ unable to raise sufficient capital to complete development of and commercialize H-Plex Defense.

Accordingly, during 2016, the Company shifted its focus to identifying and exploring various opportunities for growth and revenue generation through the acquisition of other products, technologies or companies in the natural biotech, healthcare, nutraceutical and related fields.

OnBusiness September 29, 2017, pursuant to a Securities Purchase Agreement dated August 17, 2017, the Company acquired all the outstanding shares of Common Compounds, Inc.(“CCI”) and all of the outstanding limited liability company interests of EzPharmaRx, LLC (“EZRX”). The combined business conducted by CCI and EZRX offers physicians and medical clinics an ancillary program to treat their patients with topical prescription medicine to manage pain. The program is designed for patients with work related injuries managed under worker compensation claims. The program both delivers the topical medicine to the care provider for sale to the patient, as well as providing the care provider with insurance claim processing services on behalf of the patient. Neither CCI nor EZRX is a compounding pharmacy and neither entity is involved in creating topicals with compounding pharmacies.Overview

On September 29, 2017, pursuant to a Securities Purchase Agreement dated August 17, 2017, the Company acquired (the “Acquisition”) all the outstanding shares of Common Compounds, Inc., n/k/a CCI Billing, Inc. d/b/a Complete Claim Management (“CCI”) and EZPharmaRx, LLC n/k/a Script Connection, LLC (“SCLLC”). HRD, through its subsidiaries, CCI and SCLLC, along with licensed pharmaceutical wholesalers, offer and provide their respective services to physician practices that desire to prescribe and dispense certain pharmaceutical products and medications in the practice’s office to patients receiving treatment for work-related injuries (“In-Office Dispensing Services”).

CCI offers and provides administrative services and billing services to physician practices (each a “Practice” and collectively, the “Practices”) desiring to make certain over-the-counter products, including non-narcotic topical medications, patches, and creams (“OTC Products”), and certain oral prescription medications (“Oral Medications”) available to patients in the physician practice’s office. Each participating Practice is responsible for obtaining and maintaining any necessary and appropriate licenses, permits, or other documentation required to order, receive, store, and dispense OTC Products or Oral Medications in the Practice’s office in accordance with applicable federal and state law. Such services include, but are not limited to, assisting Practices with insurance claim processing, prior authorization, billing and collections, and recordkeeping. CCI offers its services to Practices participating in the OTC Program and the Full-Formulary Program. CCI also provides billing and collection services on behalf of SCLLC in connection with SCLLC’s sales and distribution of OTC Products to Practices participating in the OTC Program.

SCLLC offers OTC Products to Practices that desire to make such products available to patients in the Practice’s office through participation in the OTC Program. SCLLC is not a compounding pharmacy, and neither CCI nor SCLLC is involved in creating topicals with compounding pharmacies.

Practices participating in the Full-Formulary Program may order and obtain certain Oral Medications directly from a licensed pharmaceutical wholesaler that oversees and manages the sale and distribution of Oral Medications in connection with the Full-Formulary Program.

Since completion of the Acquisition, the Company has focused on restructuring CCI’s and SCLLC’s business operations and refining their business model to improve efficiency and profitability, as well as expanding those operations.

The Acquisition

The purchase price for the Acquisition (the “Purchase Price”) consisted of (a) $6,100,000 in cash (the “Cash Purchase Price”); and (b) 1,751,580 “restricted” shares of HRD’s common stock (the “Acquisition Shares”). The Purchase Price was paid at Closing by (a) payment by the Company to the seller of $3,600,000 of the Cash Purchase Price; (b) issuance by the Company to the seller of the Acquisition Shares; and (c) execution and delivery to the seller of a convertible promissory note for the $2,500,000 balance of the Cash Purchase Price (the “CCI Note”).

The CCI Note, which does not bear interest, is payable in five equal annual installments of $500,000 on the first, second, third, fourth and fifth anniversaries of the Closing (each a “Due Date”), which installments will be reduced to $377,400 each (with a corresponding reduction in the Cash Purchase Price), if the business fails to meet certain agreed upon financial targets for the years ending December 31, 2017 and 2018. Upon each Due Date, the seller, at his sole option, may elect to convert the annual installment then due under the Note, into shares of Health-Right’s common stock (the “HRD Shares”) at a conversion price equal to 50% of “fair market value,” which is defined as the average closing price for the HRD Shares on the principal market on which they are traded during the thirty (30) trading days prior to the applicable Due Date, provided, further, that (a) the conversion price shall not be lower than $2.00 per HRD Share, subject to adjustment for stock splits, stock dividends and similar recapitalization events; and (b) in the event such conversion price as so adjusted is lower than $2.00 per HRD Share, the installment payable upon such Due Date may not be converted into HRD Shares without written agreement between the Company and the seller.

In order to finance the Acquisition, we also entered into a securities purchase agreement with GPB Debt Holdings II, LLC (“GPB”) at Closing (the “GPB Purchase Agreement”). Pursuant to the GPB Purchase Agreement, we sold and issued to GPB a $5,000,000 principal amount senior secured convertible note (the “GPB Note”), for an aggregate purchase price of $4,900,000 (a 2.0% original issue discount). In addition, Health-Right issued to GPB 3,584,279 HRD Shares (the “GPB Shares”).

The GPB Note, which matures on the third anniversary of Closing (the “Maturity Date”), provides for monthly payments of interest only, which accrues at the rate of 12.75% per annum. In addition, the GPB Note also provides for an annual payment of paid in kind interest at the rate of 3.0% per annum.

The GPB Note (including accrued and unpaid interest) may be prepaid, in whole or in part, so long as a minimum of $500,000 is prepaid each time a repayment is made, at any time prior to the Maturity Date, upon thirty (30) days’ prior written notice; provided, however, that during such notice period, GPB may exercise its conversion rights described below with respect to the portion of the GPB Note to be repaid. Upon a prepayment, in whole or in part, the Company shall pay GPB an additional success fee equal to (a) 2% of any such payment if such payment is paid prior to the first anniversary of Closing; (b) 4% of any such payment if such amount is paid on or after the first anniversary of Closing; and (c) 6% of any such payment if such amount is paid on or after the second anniversary of Closing, but prior to the Maturity Date.

The GPB Note is convertible at any time, in whole or in part, at GPB’s option, into HRD Shares at a conversion price of $0.44 per GPB Share, with customary adjustments for stock splits, stock dividends and other recapitalization events and anti-dilution provisions set forth in the GPB Note, including adjustments in the event the Company sells HRD Shares or HRD Share equivalents at an effective purchase price lower than the conversion price then in effect.

The GPB Note (a) provides for customary affirmative and negative covenants, including restrictions on Health-Right incurring subsequent debt, and (b) contains customary event of default provisions with a default interest rate of the lesser of 17.75% for the cash interest and 8.0% for the paid in -kind interest or the maximum rate permitted by law. Upon the occurrence of an event of default, GPB may require the Company to redeem the GPB Note at 120% of the then outstanding principal balance. The GPB Note is secured by a lien on all of the assets of the Company, including its intellectual property, pursuant to a security agreement entered into between the Company and GPB at Closing (the “Security Agreement”).

The Company also agreed to register the GPB Shares and the HRD Shares issuable upon conversion of the GPB Note for resale under the Securities Act with one hundred eighty (180) days of Closing. If HRD does not effect such registration within that period of time, it will be required to pay GPB certain late payments specified in the GPB Purchase Agreement.

Corporate Information

The Company was incorporated in the state of Florida on October 11, 2011 under the name “Four Plex Partners, Inc.” and changed its name to “Health-Right Discoveries, Inc.” on March 22, 2012.

Our executive offices are located at 18851 NE 29^th Avenue, Suite 700, Aventura, Florida 33180 and our telephone number is (305) 705-3247. Our corporate website is www.health-right.com. Information appearing on our corporate website is not part of this report.

Our Business

Overview

HRD, through its subsidiaries, CCI and ~~EZRX~~SCLLC, along with a licensed pharmaceutical ~~wholesaler~~wholesalers, offer and provide their respective services to physician practices that desire to prescribe and dispense certain pharmaceutical products and medications in the practice’s office to patients receiving treatment for work-related injuries (“In-Office Dispensing Services”).

CCI offers and provides administrative services and billing services to physician practices (each a “Practice” and collectively referred to herein as the “Practices”) desiring to make certain over-the-counter (“OTC”) products and prescription medication available to patients in the physician practice’s office. Each participating Practice is responsible for obtaining and maintaining any necessary and appropriate licenses, permits, or other documentation required to order, receive, store, and dispense OTC Products or Oral Medications in the Practice’s office in accordance with applicable federal and state law. ~~Such~~ Such services include, but are not limited to, assisting Practices with insurance claim processing, prior authorization, billing ~~and~~ and collections, and recordkeeping. CCI offers its services to Practices participating in the OTC Program and the Full-Formulary ~~Program~~ Program (described below and collectively referred to herein as the “Programs”). CCI also provides billing and collection services on behalf of ~~EZRX~~SCLLC in connection with ~~EZRX~~SCLLC’s sales and distribution of OTC Products to Practices ~~participating~~ participating in the OTC Program.

~~EZRX~~SCLLC offers OTC pharmaceutical products, including non-narcotic topical medications, patches, and creams (collectively, “OTC Products”), to Practices that desire to make such products available to patients in the Practice’s office through participation in the OTC Program. ~~EZRX~~SCLLC is not a compounding pharmacy, and neither CCI nor ~~EZRX~~SCLLC is involved in creating topicals with compounding pharmacies.

Practices participating in the Full-Formulary Program may order and obtain certain oral prescription medications (collectively, “Oral Medications”) directly from a licensed pharmaceutical ~~wholesaler~~wholesalers that ~~oversees~~oversee and ~~manages~~manage the sale and distribution of Oral Medications in connection with the Full-Formulary Program.

OTC Program

The OTC Program allows Practices to order, prescribe, and dispense OTC Products in the Practice’s office to patients receiving treatment for work-related injuries. Practices participating in the OTC Program may purchase the OTC Products directly from ~~EZRX~~SCLLC in accordance with the terms and conditions of ~~EZRX~~SCLLC’s sales and distribution agreement. The sales and distribution agreement specifies the OTC Products available for purchase from ~~EZRX~~SCLLC, product prices, and applicable terms and conditions.

CCI provides and performs administrative and billing services on behalf of participating Practices in accordance with CCI’s billing and collection services agreement. CCI’s services include assistance with insurance claim processing, prior authorization, billing and collections, recordkeeping, and consulting concerning available OTC Products. In exchange for its services, the Practices pay CCI a monthly service fee based on the Practice’s collections from the billing and collection services performed by CCI on behalf of the Practice. The service fee paid to CCI pursuant to the billing and collection services agreement is intended to be consistent with fair market value for the services provided and is not conditioned on any requirement that the parties make referrals to, be in a position to make or influence refers to, or otherwise generate business for the other party.

Full-Formulary Program

The Full-Formulary Program allows ~~Practices~~ Practices to order, prescribe, and dispense certain Oral Medications within the Practice’s office for patients receiving treatment for work-related injuries. Participating Practices may order and receive Oral Medications directly from ~~a pharmaceutical~~ ~~wholesaler that is~~ licensed pharmaceutical ~~to distribute prescription medication in more than 40 states~~wholesalers. Practices may utilize the Full-Formulary software to order Oral Medications from a licensed pharmaceutical wholesaler, manage inventory, and submit claims for Oral Medications prescribed and dispensed in the Practice’s office. Participation in the Full-Formulary Program is subject to the terms and conditions of a written services agreement between the Practice and the licensed wholesale pharmaceutical ~~distributor~~distributors.

Program Process

Participating Practices, and their licensed medical practitioners, use their independent professional judgment when: (a) deciding which OTC Products or Oral Medications will be made available for in-office dispensing at any given time or location; and (b) determining whether prescribing and dispensing such medications is medically necessary and appropriate. Each Practice is responsible for ordering, storing, and maintaining the OTC Products and Oral Medications in compliance with applicable state and federal requirements. Neither ~~EZRX~~ SCLLC nor CCI receive or otherwise accept physical possession or title of Oral Medications ordered, stored, or maintained by the Practices participating in the Full-Formulary Program. When a Practice’s physician or other authorized practitioner (each a “Prescriber”) determines, in his or her professional judgment, that a product or medication is medically appropriate for the treatment of a specific patient, the Prescriber writes a prescription for the medication, dispenses the medication to the patient, and submits the necessary and appropriate documentation for billing purposes. Billing documentation may be submitted directly to CCI or electronically through the Full-Formulary Program software. Generally, participating Practices receive reimbursement for In-Office Dispensing Services pursuant to a fee schedule, in accordance with applicable law and regulations, which is often based on a percentage or multiplier of the average wholesale price (“AWP”) for the drug or ingredient and may include a dispensing fee. For most states with prescription drug fee schedules, the maximum amount reimbursable (“MAR”) generally specified as a multiplier times AWP times the quantity of drugs dispensed, plus a dispensing fee. Multipliers, dispensing fees, and therefore the MAR allowed may vary between and within states according to characteristics of the drug transactions (e.g., brand name vs. generic drugs, pharmacy vs. physician dispensing). AWP multipliers (i.e., the multiple to the AWP) range from 80% to 140%, and dispensing fees generally go from $0 to $12. AWP is the common measure by which third-party payors, governmental or commercial payors, determine pricing for covered drugs or medications.

Each month, the Practice receives the collections for the OTC Products and Oral Medications dispensed in the Practice’s office, less CCI’s administrative service fee set forth in the applicable billing and collection services agreement. As described above, CCI receives the administrative services fee in exchange for the billing and collection services it provides or performs to, or on behalf of, the Practice.

Sales and Marketing

There are currently 34 states which allow physician dispensing. According to industry sources, U.S. physician dispensing in 2011 totaled $230,000,000 and is expected to grow to over $1 billion by 2019. CCI performs its services for clients in 1911 states and has over ~~100~~50 active clinics.

In CCI’s ~~contracts~~previous business model, the Company contracted with individuals to serve as regional ~~managers~~ and ~~company~~state ~~representatives~~managers ~~(collectively,~~as ~~“CCI~~well ~~Representatives”)~~as ~~for~~individual ~~the~~representatives. ~~purpose~~The ofrepresentatives were responsible for distributing information and raising awareness among providers that may be interested and eligible to participate in one or both of the ~~Programs. CCI Representatives are responsible for promoting the~~ programs ~~in various regions of the country~~. AsThese ~~described~~representatives inwere ~~the written agreements, CCI Representatives are~~ compensated for their services in accordance with the terms and conditions of their independent contractor agreements with CCI.

During the second half of 2018, management began to transition from utilizing regional and state sales managers as well as individual representatives to a home office to clinic direct business model. This new model is saving the Company considerable expenses associated with consulting fees and commissions while ensuring a direct relationship with the physician’s office for compliance and other related communication requirements surrounding the adjudication of claims. As of the date of this report, CCI still utilizes the services of a limited number of independent representatives.

Competition

Providing administrative services and billing services to physician practices that desire to make OTC products and prescription medication available to patients in the physician practice’s office is considered a niche market. Even though according to industry sources, physician dispensing in 2011 totaled only $230,000,000, this segment is expected to grow to over $1 billion by 2019, but is still considered small in the healthcare industry.

Competitors in this space include a number of firms that have national, regional and local presences, including:

●

BTW Solutions

●

Doc Rx

●

Proficient Rx

●

Advanced Rx

●

AHCS

Some if not all of these competitors may have longer operating histories and greater financial resources than we do. While we believe that we compete favorably based upon price, OTC product availability and customer service, there can be no assurance given that we will successfully do so. If we fail to successfully compete, our business, results of operations and condition (financial and otherwise) may be materially adversely affected.

Government Regulation

Our business operations must comply with various healthcare laws, rules and regulations at both the federal level and in states where we do business. These laws, rules and regulations include, among others, those pertaining to confidentiality of patient information, prohibitions against kickbacks, limitations on self-referrals of patients, prohibitions on the corporate practice of medicine, legality of physicians providing in-house dispensing services and the requirement that certain medications be sold and distributed by a licensed pharmaceutical wholesaler. The failure to comply with any of these laws, rules or regulations could result in administrative action taken against the Company, which could harm our business, results of operations and condition (financial and otherwise). In addition, there can be no assurance that in the future, the federal and state governments will not modify existing or adopt and implement new laws, rules or regulations relating to the healthcare industry, which could similarly have a material adverse effect on Health-Right.

Each participating Practice is responsible for its own compliance with applicable federal and state law, including obtaining and maintaining any necessary and appropriate licenses, permits, or other documentation required to order, receive, store, and dispense OTC Products or Oral Medications in the Practice’s office.

Employees

We currently employ 1411 persons in administrative and other corporate functions. AsWe ~~described above, we~~ currently retain the services of ~~CCI Representatives~~7 ~~(consisting of four regional managers and over 30 active sales~~ representatives) on an independent contractor basis, to market our services.

Item 1A. Risk Factors.

Health-Right is a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act of 1934 (the “Exchange Act”), we are not required to provide the information required by this Item.

Item 2. Properties.

We do not own any real property. We currently maintain an office mailing address at 18851 NE 29^th Avenue, Suite 700, Aventura, Florida 33180 at nominal cost and pay for the utilization of office and conference space at such location on an as needed basis. We intend to lease office space in South Florida for our corporate headquarters and believe there is an adequate supply of space available for our needs at commercially reasonable cost.

~~The operations~~We oflease ~~CCI~~additional ~~and~~space ~~EZRX~~for ~~occupy~~office ~~approximately 2,950 square feet~~ operations of ~~office~~CCI ~~space~~and ~~located~~SCLLC in ~~Rogers,~~ Arkansas and South Carolina. Such space is leased from a non-affiliated ~~party~~parties ~~pursuant to a lease expiring on October 31, 2021,~~ at amarket ~~current monthly rental of $4,544, increasing annually, during the lease term~~rates. We believe that this space is adequate for the current operational needs of CCI and ~~EZRX~~SCLLC and if additional space is required, such space can be secured at commercially reasonable cost and without undue interruption of our business operations.

Item 3. Legal Proceedings.

~~Currently~~In ~~there~~August ~~are~~2018, nowe ~~legal~~were ~~proceedings~~served with a complaint ~~pending~~(which orwas ~~threatened~~amended ~~against~~in ~~us.~~September ~~However~~2018 to include David Hopkins, ~~from~~our ~~time~~CEO, toas ~~time~~a defendant), wefiled ~~may~~in ~~become~~Miami-Dade ~~involved~~County, Florida Circuit Court by the seller of CCI and SCLLC. In the complaint, the seller alleges breach of contract and fraud in ~~various~~that ~~lawsuits~~we allegedly failed to pay him excess working capital as of the closing of the acquisition of approximately $381,000 and ~~legal~~failed ~~proceedings~~to reimburse him for ~~which~~certain ~~arise~~credit card expenses. We believe that the seller’s claims are without merit, as his calculation of working capital does not follow the methodology provided for in the ~~ordinary~~Securities ~~course~~Purchase Agreement for the transaction and that in fact, there was a working capital shortfall at closing of ~~business~~approximately $725,000 (for which we have demanded payment). ~~Litigation~~Moreover, isthe ~~subject~~seller has refused to ~~inherent~~submit ~~uncertainties,~~the ~~and~~working ancapital ~~adverse~~dispute ~~result~~to the resolution process provided for in ~~any~~the ~~such~~Securities Purchase Agreement. We have ~~matter~~answered ~~may~~the ~~harm~~complaint ~~our~~denying ~~business~~the seller’s claims and have filed counterclaims against the seller for the sums we believe are do us for the working capital shortfall and for damages arising from seller’s indemnification obligations under the Securities Purchase Agreement. The action is currently in the discovery and mediation stages.

In April 2018, Stephen Andrews, the former CEO of CCI, filed a wrongful termination arbitration claim seeking recovery in the amount in excess of $500,000. In addition to raising defenses, the Company has filed a counterclaim alleging violation of non-disclosure/non-compete agreements by Mr. Andrews and anticipates filing additional counterclaims prior to arbitration, which is currently scheduled for June 2019.

From time to time, we may become involved in other lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm our business.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Market Information

There is presently no public market for our common stock and there has never been a market for our common stock. WeOur ~~have~~common ~~applied~~stock ~~to FINRA~~has ~~for~~been aapproved ~~trading symbol and as soon as practicable after receipt thereof, we anticipate applying~~ for quotation ~~of our common stock~~ on the ~~OTCQX or the~~ OTCQB ~~tiers~~tier of the over-the-counter market operated by OTC Market Group, Inc. (“OTC Markets Group”)~~. However,~~ weunder ~~cannot~~the ~~assure~~symbol ~~you~~“HRDC.” ~~that~~However, our shares ~~will~~have benot ~~quoted~~as onyet ~~any~~commenced ~~tier~~trading ofand we ~~OTC~~cannot ~~Markets~~assure ~~Group~~you ~~or, if quoted,~~ that a public market will develop and if developed, be liquid and be sustained.

7 Holders

~~Holders~~As of the date of this report, we had 22,869,191 shares of common stock issued and outstanding and 40 holders of record of our common stock.

~~As of the date of this report, we had 22,869,191 shares of common stock issued and outstanding and 40 holders of record of our common stock.~~Dividends

~~Dividends~~The payment by us of dividends, if any, in the future rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors. We have not paid any dividends since our inception and we do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.

~~The~~Securities ~~payment~~Authorized by us of dividends, if any, in the future rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors. We have not paid any dividends since our inception and we do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for ~~use~~Issuance inunder ~~our~~Equity ~~business.~~Compensation Plans

Securities Authorized for Issuance under Equity Compensation Plans

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders	1,087,500 shares ⁽¹⁾	$0.35	1,912,500 shares ⁽¹⁾
Equity compensation plans not approved by security holders	0 shares	None issued	0 shares
Total	1,087,500 shares ⁽¹⁾	None issued	1,912,500 shares ⁽¹⁾

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	1,226,666 shares (1)	$0.35	1,733,334 shares (1)
Equity compensation plans not approved by security holders	0 shares	None issued	0 shares
Total	1,226,666 shares (1)	None issued	1,733,334 shares (1)

⁽¹⁾

Represents shares of common stock underlying options issued as of this report or shares reserved for issuance under our 2015 Incentive Stock Plan.

(1) Represents shares of common stock underlying options issued as of this Annual Report or shares reserved for issuance under our 2015 Incentive Stock Plan.

Item 6. Selected Financial Data.

As a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

Overview

HRD, through its subsidiaries, CCI and ~~EZRX~~SCLLC, along with a licensed wholesale pharmaceutical ~~wholesaler~~wholesalers offer and provide their respective services to physician practices that desire to offer In-Office Dispensing Services.

CCI offers and provides administrative services and billing services to Practices desiring to make certain ~~over-the-counter (“~~OTC”) products and prescription medication available to patients in the physician practice’s office. Each participating Practice is responsible for obtaining and maintaining any necessary and appropriate licenses, permits, or other documentation required to order, receive, store, and dispense OTC Products or Oral Medications in the Practice’s office in accordance with applicable federal and state law. Such services include, but are not limited to, assisting Practices with insurance claim processing, prior authorization, billing and collections, and recordkeeping. CCI offers its services to Practices participating in the OTC Program and the Full-Formulary Program. CCI also provides billing and collection services on behalf of ~~EZRX~~SCLLC in connection with ~~EZRX~~SCLLC’s sales and distribution of OTC Products to Practices participating in the OTC Program.

~~EZRX~~SCLLC offers OTC products to Practices that desire to make such products available to patients in the Practice’s office through participation in the OTC Program. SCLLC ~~EZRX~~ is not a compounding pharmacy, and neither CCI nor ~~EZRX~~SCLLC is involved in creating topicals with compounding pharmacies.

~~Year~~Since ~~Ended~~completion ~~December~~of 31the Acquisition, ~~2017~~the ~~Compared~~Company has focused on restructuring CCI’s and SCLLC’s business operations and refining their business model to ~~Year~~improve ~~Ended~~efficiency ~~December~~and 31profitability, ~~2016~~as well as expanding those operations.

~~For~~Year ~~the~~Ended ~~year ended~~ December 31, ~~2017,~~2018 weCompared ~~had revenues of $2,052,352, as compared~~ to ~~$8,959~~Year ~~for~~Ended ~~the year ended~~ December 21, 2016, an increase of $2,043,393. Revenues in 2017 were wholly generated by the operations of CCI and EZRX subsequent to completion of the Acquisition, with 2016 revenues being wholly attributable to trail-off sales of H-Plex Defense. Cost of sales was $329,511 for the year ended December 31, 2017 ~~relating entirely to post-Acquisition operations of CCI and EZRX, as compared to $3,251 for the prior year~~

For the year ended December 31, 2018, we had revenues of $6,283,923, as compared to $2,052,352 for the year ended December 31, 2017. Revenues in 2018 were wholly generated by the operations of CCI and SCLLC subsequent to completion of the Acquisition, while revenues for 2017 represent only three months of post-Acquisition revenues. Cost of sales was $1,026,423 for the year ended December 31, 2018, as compared to $329,511 for 2017, which related to post-Acquisition operations of CCI and SCLLC.

We had $-0- in acquisition costs 2018, compared to $410,000 for 2017, attributable in that year to the purchase of CCI and SCLLC.

General and administrative costs were $3,571,295 for the year ended December 31, 2018, as compared to $1,540,937 for the year ended December 31, 2017. This increase is attributable to the expansion, refinement and repositioning of the Company’s operations post-Acquisition. Interest expense was $1,807,808 for 2018, as compared to $271,298 for 2017. This increase was due in large part to the issuance of notes to the seller and the lender on September 29, 2017, in connection with completing and financing the Acquisition.

Income tax provision (benefit) for the year ended December 31, 2018 was $68,669, as compared to $(642,770) for the year ended December 31, 2017. The income tax benefit in 2017 resulted from the impact of the Tax Cuts and Jobs Act of 2017 (the “Act”), which was signed into law in December 2017.

As a result of the foregoing, the Company had a net loss for the year ended December 31, 2018 of $666,994, or $0.03 per share, based on 22,869,191 weighted average shares outstanding, as compared to net income for the year ended December 31, 2017 of $434,183, or $0.02 per share, based 18,907,756 weighted average shares outstanding. The net loss in 2018 reflects an entire year of operations of CCI and SCLLC, whereas net income in 2017 reflects only post-Acquisition operations.

General and administrative costs were $1,660,130 for year ended December 31, 2017, as compared to $142,573 for the year ended December 31, 2016. This increase is attributable to the significant expansion of the Company’s operations post-Acquisition. Interest expense was $271,298 for 2017, as compared to $7,485 for 2016. This increase was due in large part to the issuance of notes to the seller and the lender on September 29, 2017, in connection with completing and financing the Acquisition. As a result of the issuance of such notes, it is anticipated that interest expense will increase in future periods.

Income tax benefit for the year ended December 31, 2017 was $642,770 compared to $-0- for the year ended December 31, 2016.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. The Company has calculated the impact of the Act in the year end income tax provision in accordance with management’s understanding of the Act and guidance available as of the date of this filing and as a result have recorded a $385,913 income tax benefit in the fourth quarter of 2017, the period in which the legislation was enacted. The amount related to the re-measurement of certain deferred tax assets and liabilities, based on the rates at which they are expected to reverse in the future, was $385,913, which reduced the fourth quarter tax expense of $385,913 to a benefit of $642,770.

The Company had Net income for the year ended December 31, 2017 of $434,183, as compared to a net loss of $144,350 for the year ended December 31, 2016. The change from net loss in 2016 to net income in 2017, was entirely due to post-Acquisition operations of CCI and EZRX.

Liquidity and Capital Resources

As of December 31, ~~2017~~2018, total assets ~~were~~ were $9,~~483~~428,~~169~~573, as compared to $189,~~373~~483,169 on December 31, ~~2016, with the significant increase resulting from consummation of the Acquisition on September 29,~~ 2017. Total current liabilities as of December 31, ~~2017,~~2018 were $13,~~827~~730,~~025~~005, as compared to $~~387~~1,~~923~~827,025 as of December 31, ~~2016~~2017 and as of December 31, 2018 and December 31, 2017, the Company had ~~long-term~~total liabilities of $9,497,848 and $7,057,~~025~~925, respectively. The increase in ~~the~~current ~~foregoing~~liabilities ~~was~~and decrease in ~~large~~long-term ~~part~~liabilities ~~due~~from 2017 to 2018, is a result in part of a dispute between the ~~issuance~~seller of ~~notes~~CCI and SCLLC and the Company, (which is the subject of pending litigation). Such dispute relates to amounts the Company believes are due it from the seller (a) as a result of a shortfall in working capital at closing of the Acquisition; and (b) pursuant to seller’s indemnification obligations under the ~~lender~~Securities onPurchase ~~September~~Agreement. 29We are seeking to set off certain of the sums we believe are due us against principal and interest payments under the CCI Note, ~~2017~~and as such may be deemed to be technically in default thereunder, resulting in a reclassification of long-term liabilities to current liabilities, pending resolution of the dispute.

Net cash provided by operating activities increased to $~~254~~758,~~277~~047 for the year ended December 31, ~~2017~~2018, as compared to net cash ~~used~~provided inby operating activities of $44254,~~330~~277 for the year ended December 31, 2017 period, resulting from cash generated by the post-Acquisition ~~Operations~~operations of CCI and ~~EZRX~~SCLLC.

Net cash used in investing activities was $333,~~518,641~~739 for ~~the~~ year ended December 31, ~~2017~~2018, as compared to $~~-0-~~3,518,641 for the year ended December 31, ~~2016~~2017, reflecting ~~payment of~~purchases ~~the portion~~ of ~~the~~property ~~cash~~and ~~purchase~~equipment ~~price~~and, ~~for~~in ~~the~~2017, ~~Acquisition~~cash ~~which~~used ~~was~~for ~~paid at Closing of~~ the Acquisition ~~and related costs related to the Acquisition~~.

Net cash ~~provided~~used byin financing activities ~~was~~ was $433,~~704,933~~512 for the year ended December 31, ~~2017~~2018, ~~reflecting~~representing ~~receipt~~repayment of ~~the~~shareholder ~~proceeds~~loans ofby the ~~Acquisition~~Company ~~financing~~during ~~described below,~~2018. ~~offset~~Net cash provided by ~~repayment~~financing ofactivities ~~$193,662~~for inthe ~~shareholder~~year ~~loans.~~ended ~~During~~December ~~2016~~31, ~~net~~2017 ~~cash provided by financing activities~~ was $604,~~746~~704, ~~entirely~~933, ~~attributable~~representing to the ~~principal~~proceeds ~~amount~~from ofshareholder loans ~~additional~~and ~~shareholder~~the ~~loans~~GPB ~~made~~financing tosecured for completion of the ~~Company~~Acquisition ~~during~~as ~~2016~~described below.

Prior to completion of the Acquisition, our primary sources of capital to develop and implement our business plan were private placements of our securities and shareholder loans.

In order to finance the Acquisition, at Closing, we entered into a the GPB Purchase Agreement with GPB, pursuant to which we sold and issued to GPB ~~the~~ the $5,000,000 principal amount GPB Note for an aggregate purchase price of $4,900,000 (a 2.0% original issue discount). In addition, Health-Right issued to GPB the 3,584,279 GPB Shares.

The GPB Note, which matures on the Maturity Date (the third anniversary of issuance, provides for monthly payments of interest only, which accrues at the rate of 12.75% per annum. In addition, the GPB Note also provides for an annual payment of paid in kind interest at the rate of 3.0% per annum.

The GPB Note (including accrued and unpaid interest) may be prepaid, in whole or in part, so long as a minimum of $500,000 is prepaid each time a repayment is made, at any time prior to the Maturity Date, upon thirty (30) days’ prior written notice; provided, however, that during such notice period, GPB may exercise its conversion rights described below with respect to the portion of the GPB Note to be repaid. Upon a prepayment, in whole or in part, the Company shall pay GPB an additional success fee equal to (a) 2% of any such payment if such payment is paid prior to the first anniversary of issuance; (b) 4% of any such payment if such amount is paid on or after the first anniversary of issuance; and (c) 6% of any such payment if such amount is paid on or after the second anniversary of issuance, but prior to the Maturity Date.

The GPB Note (a) provides for customary affirmative and negative covenants, including restrictions on Health-Right incurring subsequent debt, and (b) contains customary event of default provisions with a default interest rate of the lesser of 17.75% for the cash interest and 8.0% for the paid in-kind interest or the maximum rate permitted by law. Upon the occurrence of an event of default, GPB may require the Company to redeem the GPB Note at 120% of the then outstanding principal balance. The GPB Note is secured by a lien on all of the assets of the Company, including its intellectual property, pursuant to the Security Agreement entered into between the Company and GPB at Closing.

~~The~~There ~~Company~~can ~~also agreed~~be tono ~~register~~assurance ~~the~~that, ~~GPB~~notwithstanding completion ~~Shares~~of ~~and~~the Acquisition, that the ~~HRD~~Company ~~Shares~~will ~~issuable~~not ~~upon~~require ~~conversion~~additional offinancing ~~the~~to ~~GPB~~achieve ~~Note~~sustained ~~for~~profitability. ~~resale~~While we ~~under~~believe ~~the~~additional ~~Securities~~financing ~~Act of~~will ~~1933~~be available to us, asif ~~amended~~required, ~~within~~there ~~one~~can ~~hundred~~be ~~eighty~~no ~~(180)~~assurance ~~days~~that ofequity ~~closing~~or ofdebt ~~the~~financing ~~Acquisition.~~will be Ifavailable ~~HRD~~on ~~does~~commercially ~~not~~reasonable ~~effect~~terms or otherwise, when, as and if needed. Moreover, any such ~~registration~~additional financing may ~~within~~dilute ~~that~~the ~~period~~interests of ~~time,~~existing itshareholders. ~~will~~The beabsence ~~required~~of toadditional ~~pay~~financing, ~~GPB~~when ~~certain~~needed, ~~late~~could ~~payments~~substantially ~~specified~~harm in the ~~GPB~~Company, its ~~Purchase~~business, ~~Agreement~~results of operations and financial condition.

There can be no assurance that, notwithstanding completion of the Acquisition, that the Company will not require additional financing to achieve sustained profitability. While we believe additional financing will be available to us, if required, there can be no assurance that equity or debt financing will be available on commercially reasonable terms or otherwise, when, as and if needed. Moreover, any such additional financing may dilute the interests of existing shareholders. The absence of additional financing, when needed, could substantially harm the Company, its business, results of operations and condition (financial and otherwise).

Critical Accounting Policies

Revenue Recognition

~~The Company~~As ~~follows~~of January 1, 2018, the ~~guidance~~Company adopted ASU 2014-09 and all subsequent ASUs that modified ASC 606. As part of the ~~Accounting~~implementation ~~Standards~~process ~~Codification~~the ~~(“ASC”)~~Company ~~Topic~~performed ~~605,~~an ~~“Revenue~~analysis to ~~Recognition”~~identify accounting policies that needed to change and additional disclosures that are required. The Company considered factors Wesuch ~~record~~as customer contracts with unique revenue ~~when~~recognition ~~persuasive~~considerations, ~~evidence~~the nature and type of angoods ~~arrangement~~and ~~exists~~services offered, ~~product~~the degree ~~delivery~~to ~~has~~which ~~occurred~~contracts include multiple performance obligations or variable consideration, and the ~~selling~~pattern ~~price~~in towhich revenue is currently recognized, among other things. All of the ~~customer~~Company’s revenue streams were evaluated, and similar performance isobligations ~~fixed~~resulted orunder ~~determinable~~the new standard. In addition, the Company considered recognition under the new standard and ~~collectability~~concluded the timing of the Company’s revenue isrecognition ~~reasonably~~will ~~assured~~remain the same. The Company has ~~not~~also ~~experienced~~evaluated ~~any~~the ~~significant~~changes in controls ~~returns~~and ~~from~~processes ~~customers~~that ~~and~~are ~~accordingly,~~necessary into ~~management’s~~implement ~~opinion,~~the nonew ~~reserve~~standard, ~~for~~and ~~returns~~no ~~has~~material ~~been~~changes ~~provided~~were required.

CCI’s revenue predominantly ~~results~~represents ~~from the~~ consulting services agreements, which included providing services to physicians for billing insurance companies. ~~CCI remits billings to insurance companies on behalf of the physicians, collect the proceeds and remits an agreed upon percentage amount to the physician.~~ The amounts reported as revenue are net of amounts remitted. The Company accounts for this revenue In accordance with Staff Accounting Bulletin (“SAB”) No. 104, which states that the revenue is not earned until the company has been paid by the insurance company at which time it becomes realized or realizeable.

EZSCLLC’s revenue from the sale of products are recognized when the sale is consummated, and title is transferred. The Company and customer enter into an agreement which outlines the place and date of sale, purchase price, payment terms, and the assignment of rights and warranties from the Company to the customer. Management has identified the promise in the sale contract to be the transfer of ownership of the asset. Management believes the asset holds standalone value to the customer as it is not dependent on any other services for functionality purposes and therefore is distinct within the context of the contract and as described in ASC 606-10. As such, management has identified the transfer of the asset as the performance obligation. The transaction price is set at a fixed dollar amount per fixed quantity (number of assets) and is explicitly stated in each contract. Sales revenue is based on a set price for a set number of assets, which is allocated to the performance obligation discussed above, in its entirety. The Company has determined the date of transfer to the customer to be the date the customer obtains control and title over the asset and the date which revenue is to be recognized and payment is due. As such, there is no impact to the timing and amounts of revenue recognized for equipment sales related to the implementation of ASC 606.

Intangible Assets

Intangible assets consist primarily of the Tradenames, IP Technologies, Customer list, and a Non-compete agreement resulting from the acquisition referred to in Note 3. These intangible assets have finite lives and are amortized over the periods in which they provide benefit. The Company assesses the impairment of long-lived assets, including identifiable intangible assets subject to amortization, whenever significant events or significant changes in circumstances indicate the carrying value may not be recoverable. Intangible assets with indefinite lives, are subject to impairment testing in accordance with accounting standards governing such on an annual basis, or more frequently if an event or change in circumstances indicates that the fair value of a reporting unit has been reduced below its carrying value. See Note 3 ~~for acquisition~~ to the consolidated financial statements for disclosure on intangible assets.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included deferred revenue, costs incurred related to deferred revenue, the useful lives of property and equipment, the useful lives of intangible assets and accounting for the business combination.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, as clarified by ASC 740-10, Accounting for Uncertainty in Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers tax regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria of ASC 740.

ASC 740-10 requires that the Company recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

Off-Balance Sheet Arrangements

There are 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 investors.

Item 8. Financial Statements and Supplementary Data.

See the Index to the Consolidated Financial Statements beginning on page F-1 below.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

~~None~~Not applicable.

Item 9A. Controls and Procedures.

(a)	Disclosure Controls and Procedures

Our President and Chief Executive Officer, as our ~~sole~~principal ~~executive~~Executive, ~~officer~~Financial and Accounting Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, ~~2017~~2018, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer, as our Principal Executive, Financial and Accounting Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our President and Chief Executive Officer, as our principal Executive, Financial and Accounting Officer, has concluded that as of December 31, ~~2017~~2018, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b) of this report.

Our President and Chief Executive Officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officer has determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. 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 if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b) Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our President and Chief Executive Officer (our Principal Executive, Financial and Accounting Officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Our President and Chief Executive Officer, as our principal Executive, Financial and Accounting Officer, does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officer has determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. 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 if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b)	Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our President and Chief Executive Officer, as our Principal Executive, Financial and Accounting Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our President and Chief Executive Officer, (as our Principal Executive, Financial and Accounting Officer), conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2017~~2018 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework. Based on this assessment, Our President and Chief Executive Officer (our Principal Executive, Financial and Accounting Officer) identified the following two material weaknesses that have caused management to conclude that, as of December 31, ~~2017~~2018, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level in that:

(1). We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

(2) We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Our President and Chief Executive Officer, (as our Principal Executive, Financial and Accounting Officer), evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the consolidated financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

This report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. The report by our President and Chief Executive Officer, (as our Principal Executive, Financial and Accounting Officer), was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only our such report in this report.

(c)	Remediation of Material Weaknesses

To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.

We also intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.

(d)	Changes in Internal Controls Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Our directors and executive officers and their respective ages and titles are as follows:

Name	Age	Position(s) and Office(s) Held
David Hopkins	5051	President, Chief Executive Officer and Director
James Pande	5960	Director

Set forth below is a brief description of the background and business experience of our directors and executive officers.

David Hopkins founded Health-Right in 2011, has served as President and a director since that time and assumed the additional position of Chief Executive Officer in January 2018. From November 2009 until he founded the Company, Mr. Hopkins was a founder and managing member of Envirocare Solutions, LLC, a privately-held technology-driven manufacturer and wholesale distributor of products designed to deliver cold air micro-mist diffusion safely into the environment. In addition, since 2001, Mr. Hopkins has been a principal of Hopkins & Associates, a consulting firm providing turnaround and business development services to various private and public held companies engaged in a variety of industries, ranging from the production and distribution of soft drinks to biotechnology and environmental products. Mr. Hopkins holds a B.S. degree from Carroll University in Wisconsin.

James Pande has served as a director of the Company since its inception in 2011. From 2010 until its sale in 2017, he served as Vice President of Marketing and Sales Aldora Aluminum and Glass Products, based in Miramar, Florida. Prior thereto, he owned Smith Mountain Impact Systems in Miami, Florida, which he built into a respected manufacturer of hurricane impact windows and entrance doors. Mr. Pande holds a bachelor’s degree from the Cornell School of Hotel and Restaurant Management.

As soon as practicable, we intend to seek to expand our board of directors to include additional members, including “independent” directors.

Terms of Office

Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders and until a successor is appointed and qualified, or until their removal, resignation, or death. Executive officers serve at the pleasure of the board of directors.

Board Committees

Our board of directors does not currently have an audit committee, a compensation committee, or a corporate governance committee. We plan to establish such committees in the ~~near~~ future.

Code of Ethics

We do not currently have a Code of Ethics that applies to employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We plan to adopt a Code of Ethics in ~~near~~the future.

Item 11. Executive Compensation.

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our President and Chief Executive Officer, who was our sole executive officer for the years ended December 31, 2018, 2017 and 2016, including amounts accrued but not paid.

SUMMARY COMPENSATION TABLE

Name and principal position	Year		Salary ($)			Bonus ($)		Stock Awards (#)		Option Awards (#)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
David Hopkins,		2018 2017		311,481 82,750	(2) (4)		0 0		0 0		525,000 0		0 0		0 0		7,200 7,200	(3) (3)		318,681 89,950
President(1)		2016		52,000	(4)		0		0		0		0		0		7,200	(3)		59,200
President and CEO(1)		2016		52,000	(5)		0		0		0		0		0		7,200	(3)		59,200

(1) Mr. Hopkins assumed the additional position of ~~chief~~Chief Executive Officer in January 2018.

(2) ~~Represents~~Includes ~~includes~~ $13132,000 in previously accrued salary ~~accrued~~ paid to Mr. Hopkins in ~~2017~~2018.

⁽³⁾ Represents a $600 monthly car allowance for Mr. Hopkins.

(4) ~~Represents~~Includes $5213,000 in ~~salary~~ accrued but ~~not~~unpaid ~~paid~~2017 tosalary for Mr. Hopkins ~~in 2016~~.

14 (5) Represents $52,000 in accrued but unpaid 2016 salary for Mr. Hopkins.

Employment Agreement

On January 10, 2018, the Company entered into employment agreement with David Hopkins, its President, effective as of January 1, 2018. Pursuant to the employment agreement, Mr. Hopkins assumed the additional position of Chief Executive Officer of HRD. The employment agreement is for an initial term of three (3) and automatically renews for additional three (3) year periods, provided that the Company achieves Adjusted EBITDA (as determined by the Company’s accountants from the audited financial statements included in the Company’s Annual Report on Form 10-K) of $3,500,000 for any calendar year during the initial term and any renewal term.

The employment agreement provides for an initial base salary of $175,000. In the event in any calendar year during the initial term or any renewal term, Health-Right achieves Adjusted EBITDA (as determined by the Company’s accountants from the audited financial statements included in the Company’s Annual Report on Form 10-K) of $3,500,000, Mr. Hopkins’ annual base salary shall automatically increase to $250,000 and in the event in any calendar year during the initial term or any renewal term, the Company achieves Adjusted EBITDA (as determined by the Company’s accountants from the audited financial statements included in the Company’s Annual Report on Form 10-K) of $5,000,000, his annual base salary shall automatically increase to $325,000. Mr. Hopkins will also receive a $600 per month car allowance while the employment agreement is in effect.

In addition to the foregoing, pursuant to the employment agreement, Mr. Hopkins was granted an option to purchase 525,000 shares of HRD common stock under the Company’s 2015 Stock Incentive Plan at an exercise price of $0.35 per share. The option vests in six equal semi-annual installments commencing June 30, 2018, expires ten (10) years from the date of grant and is otherwise subject to the terms of the 2015 Stock Incentive Plan.

The employment agreement also contains customary confidentiality, non-competition and change in control provisions.

Outstanding Equity Awards at Fiscal Year-End Table

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for our President and Chief Executive Officer, ~~who was~~ our sole executive officer, ~~during 2017~~ outstanding as of December 31, ~~2017~~2018.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

STOCK AWARDS

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Shares of Stock That Have Not Vested (#)

Market Value of Shares or Shares of Stock That Have Not Vested ($)

Equity Incentive Plan Awards: Number of Unearned Shares, Shares or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Shares or Other Rights That Have Not Vested (#)

David Hopkins

0175,000

0350,000

0.35

n12/a31/2027

Compensation of Directors Table

The table below summarizes all compensation paid to our directors for our last completed fiscal year.

DIRECTOR COMPENSATION

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
David Hopkins		0		0		0		0		0		0		0

James Pande		0		0		0		0		0		0		0

Narrative Disclosure to the Director Compensation Table

We currently do not compensate our non-employee directors. When we expand our board, we will intend to compensate them with a combination of cash and stock option awards, depending on our financial resources at that time.

2015 Incentive Stock Plan

Our 2015 Incentive Stock Plan provides for equity incentives to be granted to our employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying shares as determined pursuant to the 2015 Incentive Stock Plan, restricted stock awards, other stock -based awards, or any combination of the foregoing. The 2015 Incentive Stock Plan is administered by the board of directors. 3,000,000 shares of our common stock are reserved for issuance pursuant to the exercise of awards under the 2015 Incentive Stock Plan. The number of shares so reserved automatically adjusts upward on January 1 of each year, so that the number of shares covered by the 2015 Incentive Stock Plan is equal to 15% of our issued and outstanding common stock. As of the date of this report, options to purchase ~~525~~1,~~000~~087,500 shares at an exercise price of $0.35 per share have been granted and are outstanding..

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of the date of this report, the beneficial ownership of our common stock by each director and executive officer, by each person known by us to beneficially own 5% or more of our common stock and by directors and executive officers as a group. Unless otherwise stated, the address of the persons set forth in the table is c/o the Company, 18851 NE 29^th Avenue, Suite 700, Aventura, Florida 33180.

Names and addresses of beneficial owners	Number of shares of common stock		*	Percentage of class (%)
Directors and executive officers:
David Hopkins		5,~~651~~826,010	(1)		2425.63	%
James Pande		5,966,666			24.1	%
All directors and executive officers as a group (two (2) persons)		11,~~617~~792,676	(1)		5051.62	%
Other 5% or greater shareholders:
Burroughs & Partners LLC 50 Buckingham Drive Rogers, AR 72758		1,751,580			7.7	%
GPB Debt Holdings, LLC 535 W. 24th Street, 4th Floor New York, New York 10011		14,947,916	(2)		43.7	%

* Includes shares issuable within sixty (60) days of the date of this report pursuant to the exercise of options or conversion of notes.

(1) Includes 87262,500 shares issuable upon exercise of options held by Mr. Hopkins under our 2015 Incentive Stock Plan.

⁽²⁾	Includes 11,363,637 shares issuable upon conversion of the GPB Note.

The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the SEC, a person (or group of persons) is deemed to be a “beneficial owner” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security.

Securities Authorized for Issuance under Equity Compensation Plans

lan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
land category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	1,~~266~~087,~~666~~500 shares (1)	$0.35	1,~~733~~912,~~334~~500 shares (1)
Equity compensation plans not approved by security holders	0 shares	None issued	0 shares
Total	1,~~266~~087,~~666~~500 shares (1)	None issued	1,~~733~~912,~~334~~500 shares (1)

(1) Represents shares of common stock underlying options issued as of the date of this ~~Annual~~report ~~Report~~ or shares reserved for issuance under our 2015 Incentive Stock Plan.

Related Party Transactions

~~Since~~The Company’s board ~~inception~~of directors approved payment of a salary to Mr. Hopkins in the amount of $52,000 per annum plus a car allowance of $600 per month. As of October 1, 2017, Mr. Hopkin’s salary was increased to $175,000 per annum. Given the Company’s ~~has~~limited ~~relied~~financial resources inprior ~~large~~to ~~part~~completion onof ~~loans~~the ~~from~~Acquisition, ~~James~~a ~~Pande~~substantial ~~and~~portion ~~David~~of Mr. Hopkins’ salary was accrued, ~~its~~which ~~principal~~accrued amount ~~shareholders~~aggregated $182,000 as of December 31, 2017. The board of directors has authorized the payment of such accrued amount to ~~fund~~Mr. Hopkins in quarterly installments of $25,000, commencing with the fourth quarter of 2017. As a result, the accrued amount ~~its~~owed ~~operations~~to Mr. Hopkins was reduced to $50,000 as of December 31, 2018 and was paid in full in the first quarter of 2019.

Since inception, Mr. Pande advanced money to help fund the Company’s operations. During the years ended December 31, 2017 and 2016 he advanced amounts aggregating $55,000 and $2,500, respectively. These borrowings bear interest at 3% per annum with no maturity date. During the years ended December 31, 2017 and 2016 interest expense on these borrowings aggregated $1,370 and $1,677, respectively.

Effective July 30, 2015 the Company entered into a secured future advance promissory note with Mr. Pande for a total amount of $75,000. During the years ended December 31, 2017 and 2016, the Company borrowed $0 and $25,000 under this note, respectively. The note bears interest at 7.5% per annum. Interest expense on this note aggregated $4,176 and $6,711 for the years ended December 31, 2017 and 2016, respectively.

All of Mr. Pande’s notes were repaid in full upon completion of the Acquisition.

Since inception, Mr. Hopkins has also advanced money to help fund the Company’s operations. During the years ended December 31, 2017 and 2016, he advanced amounts aggregating $2,900 and $3,050, respectively. These borrowings bear interest at 3% per annum with no maturity date. During the years ended December 31, 2017 and 2016, interest expense on these borrowings aggregated $106 and $30, respectively.

Since inception, Mr. Hopkins advanced money to fund the Company’s operations. In 2013, he converted certain advances and accrued salary into a secured demand promissory note. These borrowings bear interest at 3% per annum with no maturity date. The balance of this loan at December 31, 2017 and 2016 was $0 and $30,903, respectively, and was subordinated to the future advance promissory note issued to Mr. Pande.

Mr. Hopkins also has made loans to the Company through direct charges on his credit card to pay for working capital purposes, which aggregated $33,512 and $31,205 as of December 31, 2017 and 2016, respectively.

All of Mr. Hopkins’ advances were repaid in full upon completion of the Acquisition.

The Company’s board of directors approved a salary to Mr. Hopkins, President, in the amount of $52,000 per annum plus a car allowance of $600 per month. As of October 1, 2017, Mr. Hopkin’s salary increased to $175,000 per annum. As of December 31, 2017 and 2016, the accrued amount aggregated $182,000 and $169,000, respectively.

The Company’s board of directors approved a salary to the Mr. Hopkins, the Company’s President and Chief Executive Officer, in the amount of $52,000 per annum plus a car allowance of $600 per month, which Mr. Hopkins waived from august 2013 to July 2015. As of December 31, 2017 and 2016, the amounts unpaid and accrued amount aggregated $182,000 and $169,000, respectively. The board of directors has authorized the payment of such accrued amount to Mr. Hopkins in quarterly installments of $25,000, commencing with the fourth quarter of 2017.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we had not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive officers, directors and significant shareholders. However, we intend that such transactions will, on a going-forward basis, be subject to the review, approval or ratification of our board of directors, or an appropriate committee thereof.

Item 14. Principal Accounting Fees and Services.

Prager Metis CPAs LLC (“Prager”) is our current independent registered public accounting firm and Paritz & ~~Co.~~Company, P.A. (“Paritz”), isa ~~our~~predecessor ~~current~~firm of Prager, was our independent registered ~~public~~ accounting firm for the year ended December 31, 2017.

Audit Fees

Aggregate audit fees billed by Prager for the year ended December 31, 2018 and by Paritz for the years ended December 31, ~~2017~~2018 and ~~2016~~2017 were $4643,000 and $1151,~~500~~000, respectively.

Audit-Related Fees

There were no audit-related fees billed by ~~Paritz~~Prager for the ~~years~~year ended December 31, ~~2017~~2018 ~~and~~or ~~2016~~by Paritz for the year ended December 31, 2017.

Tax Fees

There were no tax fees billed by ~~Paritz~~Prager for the ~~years~~year ended December 31, 2018 or by Paritz for the year ended December 31, 2017 ~~and 2016~~.

Pre-Approval Policy

We do not currently have a standing audit committee. Provision of the above services was approved by our board of directors.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)	The following documents are filed as part of this Report:

(1) Financial Statements. The following financial statements and the ~~report~~reports of our independent registered public accounting ~~firm~~firms, are filed as “Item 8. Financial Statements and Supplementary Data” of this report:

Report of Independent Registered Public Accounting Firm	F-2
Reports of Independent Registered Public Accounting Firms	F-2
Consolidated Balance Sheets at December 31, 2017 and 2016	F-3
Consolidated Balance Sheets at December 31, 2018 and 2017	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2017 and 2016	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2018 and 2017	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 2017	F-6
Consolidated Statements of Stockholders’ Equity (Deficiency) for the Years Ended December 31, 2017 and 2016	F-6
Consolidated Statements of Stockholders’ Equity (Deficiency) for the Years Ended December 31, 2018 and 2017	F-7
Notes to Consolidated Financial Statements	F-78

(2)

Financial Statement Schedules.

Financial Statement Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

(3)

Exhibits.

Exhibit Number		Description
3.1(i)		Amended and Restated Articles of Incorporation(1)
3.2		By-Laws(1)
10.1		2015 Stock Incentive Plan(1)*
10.2		Securities Purchase Agreement (2)
10.3		CCI Note(3)
10.4		GPB Purchase Agreement(3)
10.5		GPB Note(3)
10.6		Employment Agreement with David Hopkins(4)*
31.1		Section 302 Certification(5)
16.1		Letter to Securities and Exchange Commission from Paritz & Co., P.A. dated October 31, 2018(5)
32.1		Section 906 Certification(5)
31.1		Section 302 Certification(6)
32.1		Section 906 Certification(6)

⁽¹⁾

Filed as an Exhibit to the registrant’s Registration Statement on Form S-1 (File No. 333-206839) and incorporated herein by reference.

(2) Filed as An Exhibit to the registrant’s Current Report on Form 8-K dated September 5, 2017 and incorporated herein by reference.

(3) Filed as an Exhibit to the registrant’s Current Report on Form 8-K dated September 29, 2017 and incorporated herein by reference.

(4) Filed as an Exhibit to the registrant’s Current Report on Form 8-K dated January 12, 2018 and incorporated herein by reference.

(5) Filed ~~herewith~~as an Exhibit to the registrant’s Current Report on Form 8-K dated October 31, 2018 and incorporated herein by reference.

⁽⁶⁾

Filed herewith.

*Management incentive or compensation plan.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HEALTH-RIGHT DISCOVERIES, INC.
Dated: April 17, 2018	By:	/s/ David Hopkins
Dated: April 12, 2019	By:	/s/ David Hopkins
		David Hopkins, President
		(Principal Executive, Financial and Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures		Title(s)	Date
By:	/s/ David Hopkins	President, Chief Executive Officer and Director	April 1712, ~~2018~~2019
	David Hopkins	(Principal Executive, Financial and Accounting Officer)
By:	/s/ James Pande	Director	April 1712, ~~2018~~2019
	James Pande

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Reports of Independent Registered Public Accounting Firms	F-2
Consolidated Balance Sheets at December 31, 2017 and 2016	F-3
Consolidated Balance Sheets at December 31, 2018 and 2017	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2017 and 2016	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2018 and 2017	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018 and 2017	F-6
Consolidated Statements of Stockholders’ Equity (Deficiency) for the Years Ended December 31, 2017 and 2016	F-6
Consolidated Statements of Stockholders’ Equity (Deficiency) for the Years Ended December 31, 2018 and 2017	F-7
Notes to Consolidated Financial Statements	F-78

F-1

Paritz & Company, P.A. 15 Warren Street, Suite 25 Hackensack, New Jersey 07601 (201) 342-7753 Fax: (201) 342-7598 E-Mail: PARITZ@paritz.com

Certified Public Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Health-Right Discoveries, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of Health-Right Discoveries, Inc. (the Company) as of December 31, ~~2017 and 2016~~2018, and the related consolidated statements of operation, stockholders’ equity, and cash flows for ~~each of~~ the ~~two~~year ~~years in the period~~ ended December 31, ~~2017~~2018, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017 and 2016~~2018, and the results of its operations and its cash flows for ~~each of~~ the ~~two~~year ~~years in the period~~ ended December 31, ~~2017~~2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

/s/ ~~Paritz~~Prager &Metis ~~Company,~~CPA’s ~~P.A.~~LLC We have served as the Company’s auditor since ~~2015~~2018. Hackensack, New Jersey April 1712, ~~2018~~2019

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Health-Right Discoveries, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Health-Right Discoveries, Inc. (the Company) as of December 31, 2017, and the related consolidated statements of operation, stockholders’ equity, and cash flows for the year ended December 31, 2017, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

/s/ Paritz & Company, P.A.

We have served as the Company’s auditor since 2015.

Hackensack, New Jersey

April 17, 2018

F-3

HEALTH-RIGHT DISCOVERIES, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31,

	2017			2016
	2018			2017
ASSETS
CURRENT ASSETS:
Cash	$	12,~~458~~149,~~942~~738		$	181,~~373~~458,942
Accounts receivable, net		~~471~~148,~~112~~225			—471,112
Inventories		3244,~~580~~431			—32,580
Total current assets		1,962,634			18,373
Prepaid and other assets		4,000			—
Property and equipment, net		10,592			—
Total current assets		2,346,394			1,962,634
Intangible assets, net		4,196,717			—
Property and equipment, net		37,369			10,592
Goodwill		3,313,226			—
Intangible assets, net		3,731,584			4,196,717
TOTAL ASSETS	$	9,483,169		$	18,373
Goodwill		3,313,226			3,313,226
TOTAL ASSETS	$	9,428,573		$	9,483,169
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,~~346~~100,~~317~~005		$	251,~~261~~346,317
Loans payable - related parties		~~33,512~~—			~~193~~33,~~662~~512
Salaries payable - related party		182,000			169,000
Income tax payable		80,000			—
Current portion - notes payable, net of discounts of $399,252		265,196			—
Salaries payable - related party		50,000			182,000
Total current liabilities		1,827,025			387,923
Current portion - notes payable, net of discounts of $0 and $399,252 December 31, 2018 and 2017, respectively		2,500,000			265,196
Total current liabilities		3,730,005			1,827,025
LONG-TERM LIABILITIES:
Notes payable, net of discounts of $757,829		6,077,713			—
Notes payable, net of discounts of $287,785 and $757,839 December 31, 2018 and 2017, respectively		4,862,215			6,077,713
Deferred tax liability		~~980~~905,~~212~~128			—980,212
Total long-term liabilities		75,~~057~~767,~~925~~343			—7,057,925
Total liabilities	$	9,497,348		$	8,884,950
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Preferred Stock, .001 par value, 5,000,000 shares authorized No shares issued and outstanding December 31, 2017 and 2016		—			—
Preferred Stock, .001 par value, 5,000,000 shares authorized No shares issued and outstanding December 31, 2018 and 2017		—			—
Common Stock, .001 par value, 100,000,000 shares authorized 22,869,191 and 17,533,332 shares issued and outstanding December 31, 2017 and 2016, respectively		22,869			17,533
Common Stock, .001 par value, 100,000,000 shares authorized 22,869,191 shares issued and outstanding December 31, 2018 and 2017, respectively		22,869			22,869
Additional Paid in Capital		1,117,967			~~589~~1,~~717~~117,967
Accumulated Deficit		(~~542~~1,~~617~~209,611	)		(~~976~~542,~~800~~617	)
Total stockholders’ equity (deficiency)		~~598~~(68,~~219~~775	)		~~(369~~598,~~550~~219	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)	$	9,~~483~~428,~~169~~573		$	189,~~373~~483,169

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

F-3 4

HEALTH-RIGHT DISCOVERIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31,

	2017			2016
	2018			2017
Revenue	$	26,~~052~~283,~~352~~923		$	82,~~959~~052,352
Cost of Revenue		~~329~~1,~~511~~026,423			3329,~~251~~511
Gross Profit		15,~~722~~257,~~841~~500			51,~~708~~722,841
COST AND EXPENSES:
Operating Expenses
General and administrative		13,~~660~~571,~~130~~295			~~142~~1,~~573~~540,937
Interest expense - related parties		7,938			6,071
Amortization		476,722			119,193
Interest expenses - other		263,360			1,414
Total operating expenses		4,048,017			1,660,130
Total cost and expenses		1,931,428			150,058
Income from operations		1,209,483			62,711
Loss before income tax provision		(208,587	)		(144,350	)
Other Expenses
Income tax benefit		642,770			—
Interest expense - related parties		—			7,938
NET INCOME (LOSS)	$	434,183		$	(144,350	)
Interest expenses - other		1,807,808			263,360
Income (loss) per common share	$	0.02		$	(0.01	)
Total other expenses		1,807,808			271,298
Weighted average common shares outstanding - basic and diluted		18,907,756			17,532,236
Loss before income tax (provision) benefit		(598,325	)		(208,587	)
Income tax (provision) benefit		(68,669	)		642,770
NET INCOME (LOSS)	$	(666,994	)	$	434,183
Income (loss) per common share		(0.03	)		0.02
Weighted average common shares outstanding - basic and diluted		22,869,191			18,907,756

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

F-4 5

HEALTH-RIGHT DISCOVERIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,

	2017			2016
	2018			2017
OPERATING ACTIVITIES:
Net income (loss)	$	~~434~~(666,~~183~~994	)	$	~~(144~~434,~~350~~183	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net income to net
Depreciation expense		575			—
cash provided by (used in) operating activities:
Amortization of intangible assets		116,283			—
Depreciation expense		6,962			575
Non-cash interest		99,813			—
Amortization		465,133			119,193
Stock based compensation		—			40,000
Bad debt		40,966			—
Accrued salary to related party		13,000			39,000
Non-cash interest		1,165,054			96,903
Accrued interest to related parties		—			6,071
Deferred income tax (benefit)		(75,084	)		(642,770	)
Deferred income tax benefit		(642,770	)		—
Changes in operating assets and liabilities:
Accounts receivable		~~136~~281,~~687~~921			—136,687
Inventories		71(11,~~643~~851	)		271,~~269~~643
Credit card payable		—			(7,222	)
Prepaid and other assets		(4,000	)		—
Accounts payable and accrued expenses		24(392,~~863~~060	)		2124,~~715~~863
Accrued interest		—			(1,813	)
Income tax payable		80,000
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		254,277			(44,330	)
Accrued salary to related party		(132,000	)		13,000
NET CASH PROVIDED BY OPERATING ACTIVITIES		758,047			254,277
INVESTING ACTIVITIES:
Cash paid for Acquisition, net of cash acquired of $81,359		(3,518,641	)		—
Cash paid for Acquisitions, net of cash acquired		—			(3,518,641	)
NET CASH USED IN INVESTING ACTIVITIES		(3,518,641	)		—
Purchase of property and equipment		(33,739	)		—
NET CASH USED IN INVESTING ACTIVITIES		(33,739	)		(3,518,641	)
FINANCING ACTIVITIES:
Proceeds of loan from related parties		33,512			60,746
Proceeds of (repayment of) loan from related parties		(33,512	)		33,512
Repayment of related party loan		~~(193,662~~—	)		—(193,662	)
Proceeds from note payable, net of loan costs		~~4,865,083~~—			—4,865,083
NET CASH PROVIDED BY FINANCING ACTIVITIES		4,704,933			60,746
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(33,512	)		4,704,933
INCREASE IN CASH		1690,~~440,569~~796			161,~~416~~440,569
CASH - BEGINNING OF YEAR		181,~~373~~458,942			118,~~957~~373
CASH - END OF YEAR	$	12,~~458~~149,~~942~~738		$	181,~~373~~458,942
Supplemental disclosures of cash flow information:
Cash paid for interest	$	—		$	—
Noncash investing and financing activities:
Debt incurred for acquisition	$	2,500,000		$	—
Debt incurred for acquisitions, net of imputed interest	$	—		$	2,500,000
Supplemental disclosures of cash flow information:
Cash paid for interest	$	649,700		$	111,563
Cash paid for income taxes	$	63,753		$	—

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

F-5 6

HEALTH-RIGHT DISCOVERIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

						Additional Paid-In Capital		Accumulated Deficit			Total
					Additional
	------COMMON STOCK------	~~------COMMON STOCK------~~			Paid-In		Accumulated
	Shares	~~Shares~~	Amount	~~Amount~~	Capital		Deficit			Total
BALANCE – December 31, 2015		17,133,332	$	17,133	$	550,117	$	(832,450	)	$	(265,200	)
Common stock issued for services		400,000		400		39,600		—			40,000
Net (loss)								(144,350	)		(144,350	)
BALANCE – December 31, 2016		17,533,332	$	17,533	$	589,717	$	(976,800	)	$	(369,550	)
Shares issued for acquisition		1,751,581		1,752		173,406					175,158
Shares issued in financing arrangement		3,584,278		3,584		354,844					358,428
Net income								434,183			434,183
BALANCE – December 31, 2017		22,869,191	$	22,869	$	1,117,967	$	(542,617	)	$	598,219
Net (loss)								(666,994	)		(666,994	)
BALANCE – December 31, 2018		22,869,191	$	22,869	$	1,117,967	$	(1,209,611	)	$	(68,775	)

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

F-6 7

HEALTH-RIGHT DISCOVERIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – Business

Health-Right Discoveries, Inc. (“the Company”) was formed under the laws of the State of Florida on October 12, 2011 under the name Four Plex Partners, Inc. and subsequently changed its name to Health-Right Discoveries, Inc. on March 22, 2012. The Company’s primary business iswas to develop and market an innovative portfolio of both prescription nutritional, OTC monograph and natural products that primarily focus on factors relating to stress-induced conditions and diseases.

On September 29, 2017, the Company acquired all the outstanding common shares of Common Compounds, Inc. ~~(“CCI”)~~ and EzPharmaRx, ~~LLC~~ ~~(“EZ”)~~LLC. The combined business offers physicians and medical clinics an ancillary program to treat their patients with topical prescription medicine to manage pain. The program is designed for patients with work related injuries managed under ~~worker~~ worker compensation claims. The program both delivers the topical medicine to the care provider for sale to the patient, as well as as providing the care provider with insurance claim processing services on behalf of the patient. ~~This~~On isOctober ~~not~~31, 2018, Common Compounds, Inc changed its name to CCI Billing, Inc d/b/a ~~compounding~~Complete ~~pharmacy~~Claim Management (“CCI”). On November 5, ~~and~~2018, ~~neither~~EzPharmaRx, ~~business~~LLC ischanged ~~involved~~its inname ~~creating~~to ~~topicals~~Script ~~with~~Connection, ~~compounding~~LLC ~~pharmacies~~(“Script”).

AsNOTE of2 ~~December~~– ~~31,~~Summary ~~2016 the Company disclosed that factors existed that raised substantial doubt about the ability~~ of ~~the Company~~Significant toAccounting ~~continue~~Policies as a going concern for a reasonable period of time. The Company has evaluated those factors and as a result of the acquisitions of CCI and EZ, those factors have been alleviated due to the positive earnings and cash flow to be generated by the subsidiaries.

NOTE 2 - Summary of Significant Accounting Policies

Use of Estimates

The preparation of the financial statements in conformity with ~~Generally Accepted Accounting Principles (“~~GAAP”) 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 dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

Cash

The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its principal cash balances in various financial institutions. These balances are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, ~~2017~~2018 and ~~2016~~2017, $~~796~~1,~~652~~453,132 and $0678,876 were in excess of the FDIC insured limit, respectively.

F-7

Accounts Receivable

Accounts receivable are stated at the amount the Company expects to collect from customers. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Management has determined there is no allowance for doubtful accounts necessary as of December 31, 2018 and 2017, respectively. ~~Management~~However, management has written off a one-time bad debt customer receivables in the amount of $40,996 during the year ending December 31, 2018. Management considers the following factors when determining the collectability of specific customer accounts: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. If the financial condition of the Company’s customers was to deteriorate and adversely affecting their ability to make payments, additional allowances would be required.

F-8

Revenue Recognition

~~The~~Effective ~~Company~~January ~~follows~~1, 2018, the Company adopted guidance ofissued by the ~~Accounting~~FASB ~~Standards~~regarding ~~Codification~~recognizing ~~(“ASC”)~~revenue ~~Topic~~from ~~605,~~contracts ~~“Revenue~~with ~~Recognition”~~customers. WeThe ~~record~~ revenue ~~when~~recognition ~~persuasive~~policies ~~evidence~~as ofenumerated anbelow ~~arrangement~~reflect ~~exists,~~the ~~product~~Company's ~~delivery~~accounting ~~has~~policies ~~occurred,~~effective ~~the~~January ~~selling~~1, ~~price~~2018, ~~to the customer~~which isdid ~~fixed~~not orhave ~~determinable~~a ~~and~~materially ~~collectability~~different offinancial ~~the~~statement ~~revenue~~result isthan ~~reasonably~~what ~~assured.~~the ~~The~~results ~~Company~~would ~~has~~have ~~not~~been ~~experienced~~under ~~any~~the ~~significant~~previous accounting ~~returns~~policies ~~from customers and accordingly, in management’s opinion, no reserve~~ for ~~returns~~revenue ~~has been provided~~recognition.

CCI’s revenue results from the ~~consulting~~billing services agreements, which included providing services to physicians for billing insurance companies. The Company has determined the performance obligations in these consulting service agreements relate to the satisfaction of billing the insurance ~~companies~~company on behalf of the physicians. CCI remits billings to insurance companies on behalf of the physicians, collect the proceeds and remits an agreed upon percentage amount to the physician. The amounts reported as revenue are recorded net of amounts remitted. The Company ~~accounts~~follows ~~for this revenue In accordance with~~ Staff Accounting Bulletin (“SAB”) No. 104, which states that the revenue is not earned until the company has been paid by the insurance company at which time it becomes realized or ~~realizeable~~realizable.

EZScript’s revenue from the sale of products are recognized when the sale is consummated, and title is transferred. The Company and customer enter into an agreement which outlines the place and date of sale, purchase price, payment terms, and the assignment of rights and warranties from the Company to the customer. Management has identified the promise in the sale contract to be the transfer of ownership of the asset. Management believes the asset holds standalone value to the customer as it is not dependent on any other services for functionality purposes and therefore is distinct within the context of the contract and as described in ASC 606-10. The transaction price is set at a fixed dollar amount per fixed quantity (number of assets) and is explicitly stated in each contract. Sales revenue is based on a set price for a set number of assets, which is allocated to the performance obligation in its entirety. The Company has determined the date of transfer to the customer to be the date the customer obtains control and title over the asset and the date which revenue is to be recognized and payment is due. As such, there is no impact to the timing and amounts of revenue recognized for equipment sales related to the implementation of ASC 606.

The following table disaggregates revenue by major source for the year ended December 31, 2018:

Year Ended December 31, 2018	Ancillary Program		Prescription Medicine		Corporate (1)		Total
Product Sales	$	—	$	1,353,571	$	—	$	1,353,571
Billing Services		4,930,352		—		—		4,930,352
Total Revenue	$	4,930,352	$	1,353,571	$	—	$	6,283,923

(1)

The Company's Corporate group is non-revenue generating and supports our two reportable segments Ancillary Program and Prescription.

Inventories

Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in, first-out, or net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product.

If the ~~F-8~~Company identifies excess, obsolete or unsalable items, its inventories are written down to their net realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations. During the year ended December 31, 2018 and 2017, the Company recorded $0 and $6,242 loss due to management’s estimate of obsolete inventory, respectively.

If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations. During the year ended December 31, 2017, the Company recorded $6,242 loss due to management’s estimation of obsolete inventory.F-9

Property and Equipment

Property and equipment are stated at cost. Expenditures for additions are capitalized, repairs and maintenance are expensed as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, which are as follows:

	December 31, 2017			December 31, 2016
	December 31,
Machinery and equipment – 7 years	$	19,195		$	—
	2018			2017
Accumulated depreciation		(8,603	)		—
Machinery and equipment – 7 years	$	52,934		$	19,195
Total property and equipment	$	10,592		$	—
Accumulated depreciation		(15,565	)		(8,603	)
Total property and equipment	$	37,369		$	10,592

Intangible Assets

Intangible assets ~~consist~~continue ~~primarily~~to ofbe ~~the~~subject ~~Tradenames,~~to ~~IP Technologies~~amortization, ~~Customer list,~~ and aany ~~Non-compete~~impairment ~~agreement~~is ~~resulting~~determined ~~from~~in ~~the~~accordance ~~acquisition referred~~with toASC in360, ~~Note~~“Property, Plant, 3.and ~~These~~Equipment,” intangible assets ~~have~~are ~~finite~~stated ~~lives~~at ~~and~~historical ~~are~~cost and amortized over ~~the~~their ~~periods~~estimated inuseful ~~which they provide benefit~~lives. The Company ~~assesses~~uses ~~the~~a ~~impairment of long~~straight-~~lived~~line ~~assets,~~method ~~including~~of ~~identifiable intangible assets subject to~~ amortization, ~~whenever significant~~unless ~~events~~a ormethod ~~significant~~that ~~changes~~better inreflects ~~circumstances indicate~~ the ~~carrying~~pattern ~~value may not be recoverable. Intangible assets with indefinite lives, are subject to impairment testing~~ in ~~accordance~~which ~~with~~the ~~accounting standards governing such on an annual basis,~~economic orbenefits ~~more~~of ~~frequently if an event or change in circumstances indicates that~~ the ~~fair~~intangible ~~value~~asset ofare aconsumed ~~reporting~~or ~~unit~~otherwise ~~has~~used ~~been~~up ~~reduced~~can ~~below its~~be ~~carrying~~reliably ~~value. See Note 3 for acquisition to the consolidated financial statements for disclosure on intangible assets.~~determined

~~Financial~~Intangible ~~Instruments~~assets are tested annually for impairment and ~~Fair~~are ~~Value~~tested ~~Measurements~~for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount of the asset group exceeds its fair value. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, a product recall, or an adverse action or assessment by a regulator. If an impairment indicator exists, we test the intangible asset for recoverability. For purposes of the recoverability test, we group our amortizable intangible assets with other assets and liabilities at the lowest level of identifiable cash flows if the intangible asset does not generate cash flows independent of other assets and liabilities. If the carrying value of the intangible asset (asset group) exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the intangible asset (asset group), the Company will write the carrying value down to the fair value in the period identified.

The Company calculates fair value of aour ~~financial~~intangible ~~instrument~~assets ~~represents~~as the ~~amount~~present atvalue ~~which~~of ~~the~~estimated ~~instrument~~future ~~could~~cash beflows ~~exchanged~~the inCompany ~~a current transaction~~expects ~~between~~to ~~willing~~generate ~~parties,~~from ~~other~~the ~~than~~asset inusing a ~~forced~~risk-adjusted ~~sale~~discount ~~or liquidation~~rate. ~~Fair~~In ~~value~~determining ~~estimates~~our ~~are~~estimated ~~made~~future atcash aflows ~~specific~~associated ~~point~~with our inintangible ~~time~~assets, ~~based~~ onThe ~~relevant~~Company ~~market~~uses ~~information~~estimates ~~about~~and ~~the~~assumptions ~~financial~~about ~~instrument.~~future ~~These~~revenue ~~estimates~~contributions, ~~are~~cost ~~subjective~~structures ~~in nature~~ and ~~involve uncertainties~~remaining ~~and~~useful ~~matters~~lives of ~~judgment,~~the ~~and~~asset ~~therefore~~(asset ~~cannot be determined with precision~~group).

Intangible assets ~~F-9~~that have indefinite useful lives are tested annually for impairment and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount of the asset group exceeds its fair value.

Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value:Goodwill

~~Level~~Goodwill 1is —measured ~~quoted~~as ~~prices~~the excess of consideration transferred and the net of the acquisition date fair value of assets acquired, and liabilities assumed in ~~active~~a ~~markets~~business ~~for~~acquisition. ~~identical~~In accordance with ASC 350, “Intangibles—Goodwill and Other,” goodwill and other intangible assets with indefinite lives are no longer subject to amortization but are tested for impairment annually or ~~liabilities~~whenever events or changes in circumstances indicate that the asset might be impaired.

~~Level~~The 2Company —reviews ~~Inputs~~the ~~other~~goodwill ~~than~~allocated ~~Level~~to 1each ~~that~~of ~~are~~our ~~observable,~~reporting ~~either~~units ~~directly~~for orpossible ~~indirectly,~~impairment ~~such~~annually as ~~quoted~~of ~~prices~~December ~~for~~31 ~~similar~~and ~~assets~~whenever events or ~~liabilities;~~changes ~~quoted~~in ~~prices~~circumstances inindicate ~~markets~~carrying ~~that~~amount ~~are~~may not ~~active;~~be recoverable. When assessing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or ~~other~~circumstances ~~inputs~~leads to a determination that ~~are~~it ~~observable~~is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or ~~can~~circumstances, bethe ~~corroborated~~Company bydetermines ~~observable~~it is more likely than not that the fair value ~~market~~of ~~data~~a ~~for~~reporting ~~substantially~~unit is less than its carrying amount, then the ~~full~~Company ~~term~~performs a two-step impairment test. If the Company concludes otherwise, then no further action is taken. The Company also has the option to bypass the qualitative assessment and only perform a quantitative assessment, which is the first step of the ~~assets~~two-step impairment test. In the two-step impairment test, the Company measures the recoverability of goodwill by comparing a reporting unit’s carrying amount, including goodwill, to the estimated fair value of the reporting unit. There were no events or ~~liabilities~~changes in circumstances that indicated potential impairment of intangible assets during 2018 and 2017.

~~Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities~~F-10

~~The~~In ~~following~~assessing ~~methods~~the qualitative factors, the Company assesses relevant events and ~~assumptions~~circumstances ~~were~~that ~~used~~may byimpact the ~~Company~~fair invalue ~~estimating~~and the carrying amount of the reporting unit. The identification of relevant events and circumstances, and how these may impact a reporting unit’s fair value ~~disclosures~~or ~~for~~carrying amount involve significant judgments and assumptions. The judgment and assumptions include the identification of macroeconomic conditions, industry, and market considerations, cost factors, overall financial ~~instruments:~~performance and share price trends, and making the assessment as to whether each relevant factor will impact the impairment test positively or negatively and the magnitude of any such impact.

●The carrying ~~Cash~~amount of each reporting unit is determined based upon the assignment of our assets and ~~cash~~liabilities, ~~equivalents~~including existing goodwill and other intangible assets, ~~restricted~~to ~~cash~~the identified reporting units. Where an acquisition benefits only one reporting unit, the ~~operating~~Company ~~lease~~allocates, ~~related~~as ~~receivables~~of the acquisition date, ~~and~~all ~~accounts~~goodwill ~~payable:~~for that acquisition to the reporting unit that will benefit. Where the Company has had an acquisition that benefited more than one reporting unit, The ~~amounts~~Company ~~reported~~has inassigned the ~~accompanying~~goodwill ~~Consolidated~~to our ~~Balance~~reporting ~~Sheets~~units ~~approximate~~as of the acquisition date such that the goodwill assigned to a reporting unit is the excess of the fair value of ~~due~~the acquired business, or portion thereof, to ~~their~~be ~~short-term~~included ~~nature~~in that reporting unit over the fair value of the individual assets acquired and liabilities assumed that are assigned to the reporting unit.

●If the ~~Goodwill,~~carrying ~~other~~amount ~~intangible~~of ~~assets,~~a ~~and~~reporting ~~long-lived~~unit ~~assets held and used: The assets are measured at fair value when there~~ is anin ~~indicator~~excess of ~~impairment~~its ~~and recorded at~~ fair value, ~~only~~an ~~when~~ impairment ismay ~~recognized~~exist, orand ~~for~~the aCompany ~~business~~must ~~combination.~~perform the ~~The~~second ~~fair~~step ~~values less costs to sell~~ of ~~long-lived~~the ~~assets~~impairment oranalysis ~~disposal~~to ~~groups~~measure ~~held~~the ~~for~~amount ~~sale~~of ~~are~~the ~~assessed~~impairment ~~each~~loss, ~~reporting~~by ~~period~~allocating ~~they remain classified as held for sale. Subsequent changes in~~ the ~~held~~reporting ~~for sale long-lived asset~~unit’s ~~or disposal group’s~~ fair value ~~less cost~~ to ~~sell~~its ~~(increase~~assets orand ~~decrease)~~liabilities ~~are~~other ~~reported~~than ~~as an adjustment to its carrying amount~~goodwill, ~~except~~comparing ~~that~~ the ~~adjusted~~ carrying amount ~~cannot~~of ~~exceed~~ the ~~carrying~~goodwill ~~amount~~to of the ~~long-lived~~resulting ~~asset~~implied fair orvalue ~~disposal~~of ~~group at~~ the ~~time~~goodwill, itand ~~was~~recording ~~initially~~an ~~classified~~impairment ascharge ~~held~~ for ~~sale~~any excess.

Stock-based compensation

The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, the fair value of the award is calculated on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for common shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, the fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised.

Advertising

Advertising and marketing expenses are charged to operations as incurred. For the year ended December 31, ~~2017~~2018 and ~~2016~~2017, advertising costs and marketing expenses were $~~252~~31,166 and $0252, respectively.

F-10

Income Taxes

The company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

F-11

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares outstanding, noted above.

Accounting for Business Combinations

In accordance with ASC Topic 805, “Business Combinations,” when accounting for business combinations we are required to recognize the assets acquired, liabilities assumed, contractual contingencies, noncontrolling interests and contingent consideration at their fair value as of the acquisition date. These items are recorded on our consolidated balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of acquired businesses are included in the consolidated statements of income since their respective acquisition dates.

The purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets, estimated contingent consideration payments and/or pre-acquisition contingencies, all of which ultimately affect the fair value of goodwill established as of the acquisition date. Goodwill acquired in business combinations is assigned to the reporting unit(s) expected to benefit from the combination as of the acquisition date and is then subsequently tested for impairment at least annually. If the fair value of the net assets acquired exceeds the purchase price consideration, we record a gain on bargain purchase. However, in such a case, before the measurement period closes we perform a reassessment to reconfirm whether we have correctly identified all of the assets acquired and all of the liabilities assumed as of the acquisition date.

F-11

As part of our accounting for business combinations we are required to estimate the useful lives of identifiable intangible assets recognized separately from goodwill. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the acquired business. An intangible asset with a finite useful life shall be amortized; an intangible asset with an indefinite useful life shall not be amortized. We base the estimate of the useful life of an intangible asset on an analysis of all pertinent factors, in particular, all of the following factors with no one factor being more presumptive than the other:

●

The expected use of the asset.

●

The expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate.

●

Any legal, regulatory, or contractual provisions that may limit the useful life.

●

Our own historical experience in renewing or extending similar arrangements, consistent with our intended use of the asset, regardless of whether those arrangements have explicit renewal or extension provisions.

●

The effects of obsolescence, demand, competition, and other economic factors.

F-12

●

The level of maintenance expenditures required to obtain the expected future cash flows from the asset.

If no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of an intangible asset to the reporting entity, the useful life of the asset shall be considered to be indefinite. The term indefinite does not mean the same as infinite or indeterminate. The useful life of an intangible asset is indefinite if that life extends beyond the foreseeable horizon—that is, there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the acquired business.

Although we believe the assumptions and estimates we have made have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired entity and are inherently uncertain. Examples of critical estimates in accounting for acquisitions include but are not limited to:

●

future expected cash flows from sales of products and services and related contracts and agreements;

●

discount and long-term growth rates; and

●

the estimated fair value of the acquisition-related contingent consideration, which is performed using a probability-weighted income approach based upon the forecasted achievement of post-acquisition pre-determined targets;

F-12

Recent Accounting Pronouncements

Improvements to Employee Share-Based Payment Accounting

In March 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update that amends several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification within the statement of cash flows, and accounting for forfeitures. The amendments in this accounting standard update were effective for periods beginning after December 15, 2016. The provisions of this accounting standard update did not have an impact on our ~~financial~~consolidated financial statements.

Simplifying the Goodwill Impairment Test

In January 2017, the FASB issued an accounting standard update that simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test. Under the new standard, goodwill impairment should be recognized based on the amount by which the carrying amount of a reporting unit exceeds its fair value, but should not exceed the total amount of goodwill allocated to the reporting unit. The amendments in this accounting standard update are to be applied prospectively and are effective for interim or annual goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The provisions of this accounting standard update did not have an impact on our consolidated financial statements.

Revenue Recognition

In May 2014, the FASB issued an accounting standard update that amends the accounting guidance on revenue recognition. The amendments in this accounting standard update are intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices, and improve disclosure requirements. Under the new standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. The principles in the standard should be applied using a five-step model that includes 1) identifying the contract(s) with a customer, 2) identifying the performance obligations in the contract, 3) determining the transaction price, 4) allocating the transaction price to the performance obligations in the contract, and 5) recognizing revenue when (or as) the performance obligations are satisfied. The standard also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In addition, the standard amends the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, sales of real estate) to be consistent with the standard’s guidance on recognition and measurement (including the constraint on revenue). The FASB also subsequently issued several amendments to the standard, including clarification on principal versus agent guidance, identifying performance obligations, and immaterial goods and services in a contract.

F-13

This accounting standard update is effective for reporting periods beginning after December 15, 2017. The Company adopted this accounting standard update effective January 1, 2018. The amendments in this accounting standard update must be applied using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a modified retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption (which requires additional footnote disclosures). Effective January 1, 2018, the Company adopted the standard using the modified retrospective approach applied only to contracts not completed as of the date of adoption, with no restatement of comparative periods and a cumulative effect adjustment recognized as of the date of adoption.

As part of the implementation process, the Company performed an analysis to identify accounting policies that needed to change and additional disclosures that will be required. The Company considered factors such as customer contracts with unique revenue recognition considerations, the nature and type of goods and services offered, the degree to which contracts include multiple performance obligations or variable consideration, and the pattern in which revenue is currently recognized, among other things. The Company’s two revenue streams, Billing and Sale of Products, were evaluated, and similar performance obligations will result under the new standard as compared with deliverables and separate units of accounting currently identified. Additionally, the Company considered recognition under the new standard and concluded the timing of the Company’s revenue recognition will remain the same. The Company has also evaluated the changes in controls and processes that are necessary to implement the new standard, and no material changes were required.

Accounting for Leases

In February 2016, the FASB issued an accounting standard update that amends the accounting guidance on leases. The intent of this ASU is to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Lessors will account for leases using an approach that is substantially equivalent to existing U.S. GAAP for sales-type leases, direct financing leases and operating leases. Unlike current guidance, however, a lease with collectability uncertainties may be classified as a sales-type lease. If collectability of lease payments, plus any amount necessary to satisfy a lessee residual value guarantee, is not probable, lease payments received will be recognized as a deposit liability and the underlying assets will not be derecognized until collectability of the remaining amounts becomes probable. The ASU is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted, and must be adopted using a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company plans to adopt this guidance on January 1, 2019, that standard’s effective date, and is currently in the process of determining the impact that the updated accounting guidance will have on the consolidated financial statements and related disclosures.

F-14

Classification of Certain Cash Receipts and Cash Payments

In August 2016, the FASB issued an accounting standard update that provides classification guidance on ~~the following~~ eight specific cash flow ~~classification~~ issues: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; (3) contingent consideration payments made after a business combination; (4) proceeds from the settlement of insurance claims; (5) proceeds from the settlement of corporate-owned life insurance policies, ~~including bank-owned life insurance policies; (6) distributions received~~ ~~from~~for ~~equity~~which ~~method~~guidance ~~investees;~~previously ~~(7)~~did ~~beneficial interests in securitization transactions; and (8) separately identifiable cash flows and application of the predominance principle. Current GAAP does~~ not ~~include~~exist ~~specific~~or ~~guidance~~was ~~on these eight cash flow classification issues~~unclear. The amendments ofin this ~~ASU~~accounting standard update are effective for ~~reporting~~ periods beginning after December 15, 2017,. ~~with~~Early ~~early~~ adoption ~~permitted.~~ Weis ~~will~~permitted ~~adopt~~for ~~this~~any ~~accounting~~entity ~~standard~~in ~~update~~any ~~effective~~interim ~~January~~or 1,annual ~~2018~~period. The provisions of this accounting standard update will not have a material impact on our ~~consolidated~~ statements of cash flows.

~~Tax~~Compensation—Stock ~~Cuts and Jobs Act~~Compensation

In ~~February~~May ~~2018~~2017, the FASB issued ASU ~~2018~~2017-0209, “~~Income~~Compensation—Stock ~~Statement~~Compensation ~~– Reporting Comprehensive Income~~ (Topic ~~220~~718): ~~Reclassification~~ Scope of ~~Certain~~Modification ~~Tax Effects from Accumulated Other Comprehensive Income~~Accounting,” ~~to address stakeholder concerns about the guidance in~~ ~~current U.S. GAAP~~ that ~~requires~~provides ~~deferred~~guidance ~~tax~~about ~~liabilities~~which ~~and~~changes ~~assets~~ to bethe ~~adjusted~~terms ~~for~~or ~~the~~conditions ~~effect~~ of a ~~change~~share-based inpayment ~~tax~~award ~~laws~~require oran ~~rates with~~entity ~~the~~to ~~effect~~apply modification ~~included~~accounting. inThe ~~income~~new ~~from~~guidance ~~continuing~~became ~~operations~~effective infor the ~~reporting~~Company ~~period~~on ~~that~~January ~~includes~~1, ~~the~~2018 ~~enactment~~and ~~date.~~was ~~The~~applied ~~amendments in~~on ~~this Update allow~~ a ~~reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects~~prospective ~~resulting~~basis, ~~from~~as ~~the Tax Cuts and Jobs Act~~required. The ~~Company~~adoption isof ~~currently~~this ~~evaluating~~standard ~~the~~did ~~timing,~~not ~~methods~~have ~~and~~an impact ~~of adopting this new standard~~ on the consolidated financial statements or the related disclosures.

Income Statement – Reporting Comprehensive Income

In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” to address stakeholder concerns about the guidance in current GAAP that requires deferred tax liabilities and assets to be adjusted for the effect of a change in tax laws or rates with the effect included in income from continuing operations in the reporting period that includes the enactment date. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (the “2017 Act”). The ASU must be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the 2017 Act is recognized. The Company made the election to early adopt ASU 2018-02 as of January 1, 2018, the standard did not have an impact our consolidated financial statements.

Intangibles – Goodwill and Other – Internal-Use Software

In September 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” which requires cloud computing arrangements in a service contact to follow the internal-use software guidance provided by ASC 350-40 in determining the accounting treatment of implementation costs. ASC 350-40 states that only qualifying costs incurred during the application development stage may be capitalized. The Company made the election to early adopt ASU 2018-15 on a retrospective basis, and the standard did not have an impact our consolidated financial statements.

F-14

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASC 842”) that amends the accounting guidance on leases for both lessees and lessors. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The FASB also subsequently issued amendments to the standard, including providing an additional and optional transition method to adopt the new standard, described below, as well as certain practical expedients related to land easements and lessor accounting. The amendments in this accounting standard update are effective for the Company on January 1, 2019, with early adoption permitted. The Company will adopt this accounting standard update effective January 1, 2019.

The accounting standard update originally required the use of a modified retrospective approach reflecting the application of the standard to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements with the option to elect certain practical expedients. A subsequent amendment to the standard provides an additional and optional transition method that allows entities to initially apply the new leases standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with ASC Topic 840 if the optional transition method is elected. The Company plans to adopt the standard using the optional transition method with no restatement of comparative periods and a cumulative effect adjustment, if any, recognized as of the date of adoption. The Company does not expect that this standard to have a material effect on its consolidated financial statements due to the recognition of new ROU assets and lease liabilities for lessee activities.

As part of the implementation process, the Company assessed its lease arrangements and evaluated practical expedient and accounting policy elections to meet the reporting requirements of this standard. The Company has also evaluated the changes in controls and processes that are necessary to implement the new standard, and no material changes were required. The new standard provides a number of optional practical expedients in transition. The Company expects to elect the ‘package of practical expedients’ which permits us not to reassess under the new standard the prior conclusions about lease identification, lease classification, and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to the Company. Consequently, on adoption, the Company expects to recognize additional operating liabilities ranging from $0.1 million to $0.2 million, with corresponding ROU assets of approximately the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases.

The new standard also provides practical expedients for an entity’s ongoing accounting. The Company currently expects to elect the short-term lease recognition exemption for all leases that qualify. As a result, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, including for existing short-term leases of those assets in transition. The Company also currently expects to elect the practical expedient to not separate lease and non-lease components for the majority of its leases as both lessee and lessor.

NOTE 3 – Acquisitions

Health-Right Discoveries, Inc. modified its business plan from building a platform of products in the nutraceutical and dietary supplement space to seeking acquisitions in the healthcare field. HRD identified two target companies for sale that fit their plan going forward of acquiring small, profitable, privately held companies in the healthcare space that generate at least $5 million in revenue and $1 million in EBITDA.

On September 29, 2017, the Company ~~finalized~~closed a securities purchase agreement with CCI and EZ to purchase 100% of their outstanding interests for $6.1 million plus 1,751,580 shares of its common stock. The $6.1 million purchase price consists of $3.6 million cash and a $2.5 million 5-year non-interest bearing note, payable at $500,000 per year. Interest on the non-interest bearing note has been imputed using 12.75% interest rate (see Note 54).

F-15

In accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable intangible assets based on their estimated fair values which were determined by an independent valuation performed by a third party.

Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets.

F-15

The following table presents the consideration of net assets purchased:

Cash	$	3,600,000
1,751,580 shares of common stock issued		175,158
Note payable		2,500,000
Imputed interest		(763,558	)
Total Purchase Price	$	5,511,600

The assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the effective acquisition date, September 29, 2017, based upon an appraisal from a third party. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed.

Cash	$	81,359
Current assets		759,710
Other non-current assets		11,167
Intangible assets		4,313,000
Goodwill		3,313,226
Current liabilities		(1,343,880	)
Deferred tax liability		(1,622,982	)
Net assets acquired	$	5,511,600

Acquisition costs of $410,000 were incurred and expensed for the year December 31, 2017. As part of the acquisition the company recognized deferred tax liabilities of $1,622,982 related to the unamortized identifiable intangible assets acquired in the amount of $4,313,000 using a blended 37.63% tax rate.

The following table provides unaudited pro forma results of operations for the ~~fiscal~~year ~~years~~ ended December 31, 2017 ~~and 2016~~ as if the acquisitions had been consummated as of the beginning of ~~each~~that period presented. The pro forma results include the effect of certain purchase accounting adjustments, such as the estimated changes in depreciation and amortization expense on the acquired intangible assets. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of the companies. Accordingly, such amounts are not necessarily indicative of the results if the acquisition has occurred on the dates indicated, or which may occur in the future.

	(Unaudited) Pro Forma Results Year ended December 31,
	(Unaudited) Pro Forma Results Year Ended December 31, 2017
	2017		2016
Revenues	$	7,049,331
Revenues	$	7,049,331	$	5,114,670
Income before income taxes	$	1,271,645
Income before income taxes	$	1,271,645	$	1,278,467
Basic and fully diluted earnings (loss) per share	$	0.07
Fully diluted earnings per share	$	0.07	$	0.07

F-16

NOTE 4 – Intangible Assets

Amortizing Intangible Assets	Estimates Useful Life	Gross Carrying Amount
Amortizing	Estimates	Gross
Intangible Assets	Useful Life	Carrying Amount
Customer Lists	10 years	$	2,653,000
Tradenames	15 years		377,000
IP Technologies	10 years		819,000
Non-compete	5 years		464,000
			4,313,000
Less: Accumulated Amortization			(~~116~~581,~~283~~416	)
		$	43,~~196~~731,~~717~~584

The amortization expense related to the intangible assets was $~~116~~465,~~283~~133 and $0116,283 as of December 31, ~~2017~~2018 and ~~2016~~2017, respectively.

The valuation of the assets acquired and liabilities assumed in connection with this acquisition was based on fair values at the acquisition date. The assets purchased and liabilities assumed for these acquisitions have been reflected in the accompanying consolidated balance sheets.

NOTE 5 – Notes payable

The Company obtained a secured convertible note with a lender for $5 million., ~~Interest~~interest is payable monthly, at 12.75% per annum, the note matures on September 29, 2020. The note can be converted at any time in whole or in part at $0.44 per share. In addition, the lender received 3,584,279 shares of common stock valued at $0.10 per share along with a 2% ~~percent~~ original issue discount. The total amount of the discount is $493,345. The Company had incurred $34,917 in loan costs. Both the discount and loan costs are presented as a ~~reduction~~discount ofto the note payable. The Company recorded $150,000 of payment-in-kind interest which was added to the note as of December 31, 2018.

The Company, as part of consideration for the purchase of CCI and EZScript, ~~obtained~~issued a $2.5 million promissory note ~~payable~~to the seller. The note is non-interest bearing with 5five annual payments of $500,000 (subject to adjustment to $377,400 if the business of CCI and EZ does not meet certain financial targets in 2017 and 2018) and matures on September 30, 2022. Interest has been imputed at 12.75% per annum. ~~Upon each~~The ~~annual~~note ~~payment~~is ~~date~~in ~~the~~default ~~holder~~as ~~may~~of ~~elect~~September 30, 2018, due to ~~convert~~the Company not making the ~~annual~~required ~~installment~~principal payment as a result of dispute between the ~~principal~~Company ~~amount~~and ~~due~~the ~~into~~seller ~~shares~~which ofcurrently ~~common stock~~the atsubject $2of ~~per~~litigation. ~~share~~See Note 11.

The Company has expensed the unamortized discount of $470,054 and has accrued default interest for three months in the amount of $107,123 (17% per annum). Upon each annual payment date (each, a “Due Date”), the holder may elect to convert the annual installment of the principal amount due into shares of common stock at a conversion price equal to 50% of “fair market value,” which is defined as the average closing price for the shares on the principal market on which they are traded during the thirty (30) trading days prior to the applicable Due Date, provided, further, that (a) the conversion price shall not be lower than $2.00 per share, subject to adjustment for stock splits, stock dividends and similar recapitalization events; and (b) in the event such conversion price as so adjusted is lower than $2.00 per share, the installment payable upon such Due Date may not be converted into shares without written agreement between the Company and the seller.

F-17

	December 31, 2017			2016
	December 31,
Note payable – monthly interest, 12.75% per annum, matures on September 29, 2020	$	5,000,000		$	—
	2018			2017
Less discounts		(452,233	)
Note payable – monthly interest, 12.75% per annum, matures on September 29, 2020	$	5,150,000		$	5,000,000
Note payable – monthly interest, 12.75% per annum, matures on September 30, 2022		2,500,000			—
Less discounts		(287,785	)		(452,233	)
Less discounts		(704,858	)
Note payable – monthly interest, 12.75% per annum, matures on September 30, 2022		2,500,000			2,500,000
Subtotal		6,342,909			—
Less discounts		—			(704,858	)
Less: current portion, net of discount $399,252		265,196			—
Subtotal		7,362,215			6,342,909
Long- term portion	$	6,077,713		$	—
Less: current portion, net of discount $0 and $399,252		2,500,000			265,196
Principal payments on the above notes mature as follows (exclusive of imputed interest):
Long- term portion	$	4,862,215		$	6,077,713
Year ending December 31:
2018	$	265,196		$	—
2019		301,057
2020		5,341,766
2021		387,980			—
2022		440,443			—
Thereafter	$	6,736,442		$	—

Principal payments on the above notes mature as follows:

Year ending December 31:
2019	$	2,500,000
2020		5,150,000
2021		—
2022		—
2023		—
Thereafter	$	7,650,000

NOTE 6 – Related Party

Since inception, the Company has relied in large part on loans from James Pande and David Hopkins, its principal shareholders, to fund its operations.

Mr. Pande and Mr. Hopkins advanced money to help fund the Company’s operations. Interest rates ranged from 2.9% - 7.5%, per annum. The balance due as of December 31, ~~2017~~2018 and ~~2016~~2017 was $0 ~~and $193~~,~~662,~~ respectively~~, including accrued interest~~. The related party loan balance of $33,512 as of December 31, 2017 ~~represents~~represented reimbursed expenses owed to shareholder.

~~The~~As ~~Company’s board~~ of ~~directors~~December ~~approved~~31, a2018 ~~salary~~and to2017, the Company’s ~~president~~has inunpaid ~~the~~and ~~amount~~accrued ofsalary ~~$52,000~~to ~~per~~its ~~annum~~President ~~plus a~~in ~~car~~the ~~allowance~~amount of $~~600 per month. As of December 31~~50,000 ~~2017~~ and ~~2016 the amount unpaid and accrued amount aggregated is~~ $182,000 ~~and $169~~,~~000,~~ respectively.

On January 10, 2018, the Company entered into employment agreement with David Hopkins, its President, effective as of January 1, 2018. Pursuant to the employment agreement, Mr. Hopkins assumed the additional position of Chief Executive Officer of the Company. The employment agreement is for an initial term of three (3) and automatically renews for additional three (3) year periods, provided that the Company achieves Adjusted EBITDA (as defined) of $3,500,000 for any calendar year during the initial term and any renewal term.

The employment agreement provides for an initial base salary of $175,000. In the event in any calendar year during the initial term or any renewal term, HRD achieves Adjusted EBITDA of $3,500,000, Mr. Hopkins’ annual base salary shall automatically increase to $250,000 and in the event in any calendar year during the initial term or any renewal term, the Company achieves Adjusted EBITDA of $5,000,000, his annual base salary shall automatically increase to $325,000. Mr. Hopkins will also receive a $600 per month car allowance while the employment agreement is in effect.

NOTE 7 – Stockholders’ Equity

The Company has authorized 100,000,000 shares of common stock $.001 par value and 5,000,000 shares of preferred stock $.001 par value.

F-18

~~During~~On ~~the~~September ~~year ended December 31~~29, ~~2016~~2017, the Company issued ~~400~~1,~~000~~751,580 shares of common stock for ~~services~~the ~~rendered~~purchase ~~which~~of ~~were~~CCI ~~valued~~and ~~at $40,000.~~EZ ~~The~~(see ~~Company~~Note ~~valued~~3). ~~these~~Also, ~~shares~~on September ~~based~~29, on2017, the ~~per~~Company ~~share~~issued ~~price~~3,584,279 ~~in which unaffiliated investors purchased~~ shares of its common stock in ~~the~~connection ~~private~~with ~~placement~~its ~~referred~~$5 tomillion ~~above~~note (see Note 5).

On September 29, 2017, the Company issued 1,751,580 shares of common stock in connection with the acquisition of CCI and EZ (see note 3). Also, on September 29, 2017, the Company issued 3,584,279 shares of its common stock in connection with its $5 million note (see note 5).

NOTE 8 – 2015 Incentive Stock Plan

Our ~~2015~~ 2015 Incentive Stock Plan (the “Incentive Plan”) provides for equity incentives to be granted to our employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying shares as determined pursuant to the ~~2015~~ Incentive ~~Stock~~ Plan, restricted stock awards, other stock based awards, or any combination of the foregoing. The ~~2015~~ Incentive ~~Stock~~ Plan is administered by the board of directors. 3,000,000 shares of our common stock are reserved for issuance pursuant to the exercise of awards under the ~~2015~~ Incentive ~~Stock~~ Plan. The number of shares so reserved automatically adjusts upward on January 1 of each year, so that the number of shares covered by the ~~2015~~ Incentive ~~Stock~~ Plan is equal to 15% of our issued and outstanding common stock. OnAs ~~May~~of 1,December ~~2017~~31, ~~the Company issued 150~~2018,~~000 stock~~ options ~~from~~to ~~its~~purchase 1,087,500 ~~2015~~shares ~~Stock~~at ~~Option~~an ~~Incentive~~exercise ~~Plan~~price ~~for~~of ~~legal services rendered. These options are exercisable at~~ $0.35 per share. ~~The~~have ~~Company~~been ~~determined~~granted ~~at the date the options were issued they had no value~~ and ~~did~~are ~~not~~outstanding ~~record~~under anthe ~~amount~~Incentive ~~for stock based compensation~~Plan.

NOTE 9 – Income Taxes

~~The~~Income ~~components~~tax of(provision) ~~income~~benefit ~~before~~for ~~income~~the ~~taxes~~year ~~and~~ended ~~the~~December ~~effect~~31, of2018 ~~adjustments~~and to2017 ~~tax~~was ~~computed~~($68,669) atand ~~the~~$642,770, ~~federal~~respectively. ~~statutory~~The ~~rate~~effective tax rates for the ~~years~~ year ended December 31, ~~2017~~2018 and ~~2016~~2017 were as27% ~~follows:~~and 38.5%, respectively. The 2018 tax rate reflects the enactment of the Tax Cuts and Jobs Act of 2017 (the “Act”) which made significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017.

	2017			2016
Loss before income taxes	$	(208,587	)	$	(144,350	)
Computed tax at federal statutory rate of 34%	$	(70,920	)	$	(49,049	)
State taxes at 6%, net of federal benefit		(7,571	)		(5,240	)
Rate change		(385,913	)		—
Adjustment to valuation allowance		(178,366	)		54,289
Benefit from income taxes	$	(642,770	)	$	—

As of December 31, 2018, the Company has approximately $488,000 of federal and state net operating loss carryovers (“NOLs”) which begin to expire in 2031.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon ~~benefit~~the ~~from~~generation of future taxable income ~~taxes~~during the periods in which those temporary differences become deductible. Management considers the ~~consolidated~~scheduled ~~statements~~reversal of ~~operations~~deferred ~~consists~~tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the ~~following:~~deferred tax asset will not be realized.

Year ended December 31,	2017			2016
Current:
Federal	$	—		$	—
State	—			—
Deferred:
Federal	$	(361,203	)	$	—
State		(103,201	)		—
		(464,404	)		—
Adjustment to valuation allowance		(178,366	)		—
Benefit from income taxes	$	(642,770	)	$	—

F-19

As of December 31, 2017 and 2016, the components of the deferred tax assets and liabilities are as follows:

	As of December 31, 2017 Deferred tax			As of December 31, 2016 Deferred tax
		Assets (Liabilities)			Assets (Liabilities)
Net operating loss carry forward	$	152,902		$	178,366
Intangible assets		(1,133,114	)		—
Valuation allowance		—			(178,366	)
Totals	($	980,212	)	$	—

As of December 31, 2017, the Company had approximately $566,304 of federal and state net operating loss carryovers (“NOLs”) which begin to expire in 2031. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. In the fourth quarter 2017, the Company released the valuation allowance against its U.S. federal and state deferred tax assets. In making the determination to reverse the valuation allowance against U.S. federal and state deferred tax assets, the Company took into consideration its movement into a cumulative income position due to the acquisition of CCI and EZ (see Note 3) which will generate taxable income into the future, the pro forma adjustment of the acquired entities, and forecasts of future earnings for its business. The Company expects to continue to generate income before taxes in the in future periods.

The Company files U.S. federal and state of Florida and Arkansas tax returns that are subject to audit by tax authorities beginning with the year ended December 31, 2013. The Company’s policy is to classify assessments, if any, for tax and related interest and penalties as tax expense.

~~F-20~~ The components of income before income taxes and the effect of adjustments to tax computed at the federal statutory rate for the years ended December 31, 2018 and 2017 were as follows:

	2018			2017
Income (loss) before income taxes	$	(598,325	)	$	(208,587	)
Computed tax at federal statutory rate of 34%	$	(203,403	)	$	(70,920	)
State taxes at 6%, net of federal benefit		(28,361	)		(7,571	)
Rate change		77,782			(385,913	)
Other state taxes		172,114			—
Timing differences		56,833			—
Adjustment to valuation allowance		—			(178,366	)
Other items, net		(6,269	)		—
Provision (benefit) from income taxes	$	68,669		$	(642,770	)

On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The deferred tax expense recorded in connection with the remeasurement of deferred tax assets is a provisional amount and a reasonable estimate at December 31, 2017 based upon the best information currently available. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Act. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. The accounting is expected to be complete when the 2017 U.S. corporate income tax return is filed in 2018.F-19

The provision (benefit) from income taxes in the consolidated statements of operations consists of the following:

Year ended December 31,	2018			2017
Current:
Federal	$	—		$	—
State	143,753			—
Deferred:
Federal	$	(58,399	)	$	(361,203	)
State		(16,685	)		(103,201	)
		68,669			(464,404	)
Adjustment to valuation allowance		—			(178,366	)
Provision (benefit) from income taxes	$	68,669		$	(642,770	)

As of December 31, 2018 and 2017, the components of the deferred tax assets and liabilities are as follows:

	As of December 31,
	2018 Deferred tax			2017 Deferred tax
		Assets (Liabilities)			Assets (Liabilities)

Net operating loss carry forward	$	102,400		$	152,902
Intangible assets		(1,007,528	)		(1,133,114	)
Valuation allowance		—			—
Totals	$	(905,128	)	$	(980,212	)

NOTE 10 – Business Segment Information

AsThe ~~of September 29, 2017, the~~ Company ~~operated~~has in two reportable segments (~~ancillary~~billing ~~program~~services and OTC and prescription ~~medicine~~medication) supported by a corporate group which conducts activities that are non-segment specific. The following table present selected financial information about the Company’'s reportable segments for the ~~years~~year ended December 31, 2018 and 2017.

For the year ended December 31, 2017

Consolidated

Ancillary Program

Prescription Medicine

Corporate

For the year ended December 31, 2018

Consolidated

Billing Services

OTC and Prescription Medication

Corporate

Revenues

26,~~052~~283,~~352~~923

14,~~599~~930,~~652~~352

~~452~~1,~~700~~353,571

—

Cost of Revenue

~~329~~1,~~511~~026,423

—

~~329~~1,~~511~~026,423

—

Long-lived assets

7,~~520~~097,~~535~~744

6,~~471~~164,~~356~~848

1932,~~049,179~~896

—

Income (loss) before income tax

(~~208~~598,~~587~~325

)

~~683~~2,~~964~~345,950

~~110~~221,~~415~~004

(13,~~002~~165,~~966~~279

)

Identifiable assets

43,~~207~~784,~~309~~518

32,~~158~~851,~~130~~622

1932,~~049,179~~896

—

Depreciation and amortization

~~119~~483,~~768~~734

~~575~~364,504

—119,180

~~119,193~~—

F-20

For the year ended December 31, 2017	Consolidated			Billing Services		OTC and Prescription Medication		Corporate

Revenues	$	2,052,352		$	1,599,652	$	452,700	$	—
Cost of Revenue		329,511			—		329,511		—
Long-lived assets		7,520,535			6,471,356		1,049,179		—
Income (loss) before income tax		(208,587	)		683,964		110,415		(1,002,966	)
Identifiable assets		4,207,309			3,58,130		1,049,179		—
Depreciation and amortization		119,768			89,970		29,798		—

The Company only had one reportable segment for the year ended December 31, 2018 and 2017.

NOTE 11 – Commitments, Contingencies, Guarantees and Indemnities

Leases

The Company is party to a lease dated October 25, 2013 for its facilities in Arkansas, with a monthly base rent of $3,107.50 ($37,290.00 annually). Commencing on the first day of the second year, base rent increases at a rate of three percent (3%) per lease year. The lease was set to expire on October 31, 2021. On June 25, 2018, the lease was amended to extend the term to March 31, 2022 and include a tenant improvement allowance of $10,000.

Commencing November 1, 2018, the Company leased an office in South Carolina, pursuant to a lease expiring on October 31, 2022. The lease provides for monthly rent of $750 for the first two years, increasing to $800 for the last two years.

Future minimum payments under operating lease agreements are as follows:

Years Ending December 31,
2018			$	55,763
2019	$	65,444
2019			56,444
2020		67,238
2020			58,138
2021		59,253
2021			49,653
2022		9,600
Total			$	219,998
2023		1,600
Thereafter		—
Total	$	203,235

~~F-21~~ Promissory Note Default

As described below, a dispute has arisen between the seller of CCI and Script and the Company (which is the subject of pending litigation), with respect to amounts the Company believes are due it from the seller (a) as a result of a shortfall in working capital at closing of the acquisition; and (b) pursuant to seller’s indemnification obligations under the securities purchase agreement entered into with respect to the acquisition. The Company is seeking to set off sums we believe are due it from the seller against principal and interest payments under the promissory note, and accordingly, may be deemed to be technically in default thereunder, resulting in a reclassification of long-term liabilities to current liabilities, pending resolution of the dispute.

Legal Proceedings

In August 2018, we were served with a complaint (which was amended in September 2018 to include David Hopkins, our CEO, as a defendant), filed in Miami-Dade County, Florida Circuit Court by the seller of CCI and Script. In the complaint, the seller alleges breach of contract and fraud in that we allegedly failed to pay him excess working capital as of the closing of the acquisition of approximately $381,000 and failed to reimburse him for certain credit card expenses. We believe that the seller’s claims are without merit, as his calculation of working capital does not follow the methodology provided for in the Securities Purchase Agreement for the transaction and that in fact, there was a working capital shortfall at closing of approximately $725,000 (for which we have demanded payment). Moreover, the seller has refused to submit the working capital dispute to the resolution process provided for in the Securities Purchase Agreement. We have answered the complaint denying the seller’s claims and have filed counterclaims against the seller for the sums we believe are do us for the working capital shortfall and for damages arising from seller’s indemnification obligations under the Securities Purchase Agreement. The action is currently in the discovery and mediation stages.

NOTE 12 – Subsequent Events

The Company has evaluated subsequent events through the date that the financial statements were issued and determined that there were no subsequent events requiring adjustment to or disclosure in the financial statements.

On January 10, 2018, the Company entered into employment agreement with David Hopkins, its President, effective as of January 1, 2018 (the “Effective Date”). Pursuant to the employment agreement, Mr. Hopkins assumed the additional position of Chief Executive Officer of the Company. The employment agreement is for an initial term of three (3) and automatically renews for additional three (3) year periods, provided that the Company achieves Adjusted EBITDA (as defined) of $3,500,000 for any calendar year during the initial term and any renewal term.F-21

The employment agreement provides for an initial base salary of $175,000. In the event in any calendar year during the initial term or any renewal term, Health-Right achieves Adjusted EBITDA of $3,500,000, Mr. Hopkins’ annual base salary shall automatically increase to $250,000 and in the event in any calendar year during the initial term or any renewal term, the Company achieves Adjusted EBITDA of $5,000,000, his annual base salary shall automatically increase to $325,000. Mr. Hopkins will also receive a $600 per month car allowance while the employment agreement is in effect.

In addition to the foregoing, pursuant to the employment agreement, Mr. Hopkins was granted an option to purchase 525,000 shares of HRD common stock under the Company’s 2015 Stock Incentive Plan (the “Incentive Plan”) at an exercise price of $0.35 per share. The option vests in six equal semi-annual installments commencing June 30, 2018, expires the ten (10) years from the date of grant and is otherwise subject to the terms of the Incentive Plan.

F-22

Filing Compare · Health-Right Discoveries, Inc.