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Item 5. Market for Registrant’s Common Equity

2025-03-31 compared with 2020-04-29 · 20 added, 315 removed, 0 unchanged (100% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

a sporadic and limited market exists for our securities.

There is no assurance that a regular trading market will develop, or

if one develops, that it will be sustained.

Therefore, a shareholder in all likelihood will be unable to resell his, her or its

securities in our Company.

Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral

for loans unless a regular trading market develops.

Our securities are traded on the OTCQB operated by OTCMarkets.com under the

symbol “SNYR”.

The table below reflects the high and low bid information for our common stock obtained from OTC Markets

and reflects inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

As of April 7,

2020, we had 37 shareholders of record of our common stock.

have not declared any cash dividends.

We do not intend to pay dividends in the foreseeable future, but rather to reinvest earnings,

if any, in our business operations.

The payment of cash dividends in the future, if any, will be at the discretion of our board

of directors and will depend upon such factors as earnings levels, capital requirements, our overall financial condition and any

other factors our board deems relevant.

Compensation Plans

information required by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to “Item

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”

in this report.

Sales of Unregistered Securities;

Use of Proceeds from Registered Securities

were no unregistered sales of the Company’s equity securities during the period from January 1, 2019 to December 31, 2019

that were not otherwise disclosed in a Current Report on Form 8-K.

SELECTED FINANCIAL DATA.

a “smaller reporting company,”

as defined by Item 10 of Regulation S-K, we are not required to provide this information.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

following discussion is an overview of the important factors that management focuses on in evaluating our business, financial

condition and operating performance and should be read in conjunction with the financial statements included in this Annual Report

on Form 10-K.

This discussion contains forward-looking statements that involve risks and uncertainties.

Actual results could differ

materially from those anticipated in these forward-looking statements as a result of any number of factors, including those set

forth in the Company’s reports filed with the SEC on Forms 10-K, 10-Q and 8-K as well as in this Annual Report on Form 10-K.

Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

are in the business of marketing and distributing consumer branded products through various distribution channels primarily in

the health and wellness industry.

Our strategy is to grow both organically and by future acquisition.

management’s discussion and analysis of our financial condition and results of operations are only based on our current

business and should be read in conjunction with our audited Consolidated Financial Statements and accompanying notes thereto included

elsewhere in this Annual Report Form 10-K.

Key factors affecting our results of operations include revenues, cost of revenues,

operating expenses and income and taxation.

Financial Measures

currently focus on Adjusted EBITDA to evaluate our business relationships and our resulting operating performance and financial

Adjusted EBITDA is defined as EBITDA (net income plus interest expense, income tax expense, depreciation and amortization),

further adjusted to exclude certain non-cash expenses and other adjustments as set forth below.

We present Adjusted EBITDA because

we consider it an important measure of our performance and it is a meaningful financial metric in assessing our operating performance

from period to period by excluding certain items that we believe are not representative of our core business, such as certain

non-cash items and other adjustments.

believe that Adjusted EBITDA, viewed in addition to, and not in lieu of, our reported results in accordance with accounting principles

generally accepted in the United States (“U.S.

GAAP”), provides useful information to investors.

December 31, 2019

Interest income

Interest expense

Impairment of intangible assets

Stock-based compensation

One-time expenses, net of other income

Loss on foreign currency translation and transaction

Adjusted EBITDA

and Adjusted EBITDA are considered non-GAAP financial measures.

EBITDA represents earnings before interest, taxes, depreciation

and amortization.

Adjusted EBITDA represents EBITDA, further adjusted to exclude the impact of higher-than-normal revenue change

order activity and certain expenses and transactions that we believe are not representative of our core operating results, including

loss on change in fair value of derivative liability;

stock-based compensation;

one-time expenses for acquisitions;

foreign currency translation and transaction.

The Company’s definitions of EBITDA and adjusted EBITDA might not be comparable

to similarly titled measures reported by other companies.

of Operations for the Years Ended December 31, 2019 and December 31, 2018

2019, we focused on developing our currently owned brands into new markets and by product extensions.

Our objective is to grow

all four of our targeted verticals (Nutraceuticals, Over the Counter (OTC), Consumer Goods and Cosmeceuticals) to provide a balanced

and synergistic portfolio that drives consumer demand via multiple channels.

During 2018, we focused on developing our currently

owned brands into new markets and by product extensions.

the year ended December 31, 2019, we had revenues of $29,357,546 from sales of our products, as compared to revenue of

$33,824,495 for the year ended December 31, 2018.

This is comprised of the following categories:

Nutraceuticals

the Counter (OTC)

Cosmeceuticals

decrease in our Nutraceutical category was due to shifting product sales from online to retail.

The decrease in the Over the Counter

category was due to a supply issue with one product during the year.

The decrease in the consumer goods category is due to normalization

of business after the launch year.

The decrease in the cosmeceuticals category was due to the discontinuation of a product line.

For the year ended

December 31, 2019, our cost of revenue was $9,137,602.

Our cost of revenue for the year ended December 31, 2018, was $11,036,587.

This is comprised of the following categories:

Nutraceuticals

the Counter (OTC)

Cosmeceuticals

decrease in our Nutraceutical category was due to lower revenue.

The decrease in Over the Counter was due to a write off of inventory.

The decrease in Consumer Goods was due to lower sales.

The decrease in Cosmeceuticals was due to lower sales and a write off of

inventory in 2018.

Gross profit was

$20,219,944, or 69% of revenue for the year ended December 31, 2019, as compared to gross profit of $22,787,908

or 67% of revenue for the same period in 2018, a decrease of $2,567,964 or 11%.

The decrease in gross

profit is directly related to decrease in net sales and write off of inventory in 2019.

The increase in gross profit

margin is directly related to the mix of products being sold.

and Marketing Expenses

the year ended December 31, 2019, our selling and marketing expenses were $11,471,652 as compared to $17,698,806

for the year ended December 31, 2018.

The decrease is primarily due to better management of expenses and decreased personnel.

For the year ended December 31, 2019, our

bad debts expenses were $283,971.

For the year ended December 31, 2018, our bad debts expenses were $69,070.

The increase is due

to one customer.

and Administrative Expenses

the year ended December 31, 2019, our general and administrative expenses were $5,493,433.

For the year ended December

31, 2018, our general and administrative expenses were $7,191,646.

The decrease is due to better management of operating expenses.

Impairment of Intangible Assets

For the year ended

December 31, 2019 our impairment of intangible assets expenses were $9,715,137 as compared to $924,068 for the year ended December

The increase is primarily due to the impairment of goodwill and indefinite life intangible assets in 2019.

and Amortization Expenses

the year ended December 31, 2019 our depreciation and amortization expenses were $1,211,861 as compared to $1,822,064 for the

year ended December 31, 2018.

The decrease is primarily due to the impairment of intangible assets during 2018, thus lower amortization

costs during 2019.

Income and Expenses

the year ended December 31, 2019, we had other (income) and expense items of the following:

Remeasurement

loss on translation of foreign subsidiary

of debt issuance cost

the year ended December 31, 2018 we had other (income) and expense items of the following:

Remeasurement

loss on translation of foreign subsidiary

of debt issuance cost

The decrease in interest expense in 2019 was

due to the decreased percentage rate on our loan and lower loan balance due to principal payments made.

the year ended December 31, 2019 we incurred income tax expense of $131,537.

For the year ended December 31, 2018

we incurred income tax benefit of $247,694 primarily related to our subsidiary, NomadChoice Pty Limited (NomadChoice), located

in Australia, which we acquired in 2015.

the year ended December 31, 2019, our net loss was $9,207,447.

For the year ended December 31, 2018 our net loss

was $6,160,690.

This was primarily due to increase in impairment of intangible assets during 2019 offset by lower operating

expenses during 2019.

and Capital Resources

sources of cash have historically consisted of proceeds from issuances of loans and revenues generated from operations.

Presentation of Financial Statements

Going Concern

Going Concern Evaluation

In connection with preparing consolidated

financial statements for the year ended December 31, 2019, management evaluated whether there were conditions and events, considered

in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year

from the date that the financial statements are issued.

The Company considered the following:

● At December 31, 2019, the Company

had an accumulated deficit of $24,234,569.

● At December 31, 2019, the Company

had working capital deficit of $5,099,969.

● Revenue declined in 2019 by $4,466,949.

● The Company had net loss of $9,207,447

in 2019 as opposed to a net loss of $6,160,690 in 2018.

● The Company obtained waiver against

not meeting financial covenants related to loans payable (minimum EBITDA).

Company is required to make repayment of loans payable of $500,000 and accrued interest during the three months ended March 31,

Ordinarily, conditions or events that raise

substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet

its obligations as they become due.

The Company evaluated its ability to meet

its obligations as they become due within one year from the date that the financial statements are issued by considering the following:

● The Company raised $10.0 million

via debt financing during the year ended December 31, 2017.

● In 2019, the Company repaid $2.05

million of loans.

● In 2019, the Company generated

$2.9 million of cash from operating activities.

● Working capital deficit of $5,099,969

at December 31, 2019, includes loans payables to related party of $5,465,113, royalty payable to related party of $94,778 and

deferred revenue of $7,887.

● Revenue declines were largely the

result of not overspending in marketing in 2019.

● The Company has line of credit

facility of $20 million available from its current lender for future mergers and acquisition.

Management concluded that above factors

alleviates doubts about the Company’s ability to generate enough cash from operations and other available sources to satisfy

its obligations for the next twelve months from the issuance date.

The Company will take the following actions

if it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or

events that would raise substantial doubt about its ability to continue as a going concern:

● Raise additional capital through

line of credit and/or loans financing for future mergers and acquisition, which may be impacted by the recent outbreak of COVID-19.

● Implement additional restructuring

and cost reductions.

● Raise additional capital through

a private placement, which may be impacted by the recent outbreak of COVID-19.

At April 13, 2020

and December 31, 2019, the Company had $949,812 and $1,324,514, respectively in cash and cash equivalents.

of December 31, 2019, we had $1,224,514 cash on hand and a $5,099,969 working capital deficit.

In addition, we also have

restricted cash of $100,000 which is held for credit card collateral.

of December 31, 2018, we had $459,736 cash on hand and a $1,470,837 working capital deficit.

In addition, we also had restricted

cash of $136,180 which is held for credit card collateral.

Ended December 31, 2019 and 2018

Cash Provided by Operating Activities

For the year ended December 31, 2019,

we had net cash provided by operating activities of $2,946,350 as compared to $1,304,632 provided in operating activities

for the year ended December 31, 2018.

The increase was primarily attributable to the write off of inventory, impairment of intangible

assets, decrease in accounts receivable and an increase in accounts payable in 2018.

For 2019, the $2,946,350 consists

of our net loss of $9,207,447 adjusted by:

Amortization of debt issuance cost

Depreciation and amortization

Stock based compensation

of intangible assets

Foreign currency transaction loss

Remeasurement loss on translation of foreign

Non cash implied interest

Write-off of Inventory

Decrease in accounts receivable

in accounts receivable, related party

Decrease in inventory

Decrease in prepaid expenses

in income taxes receivable

Decrease in deferred revenue

Decrease in accounts payable and accrued expenses

Decrease in accounts payable, related party

2018, the $1,304,632 consists of our net loss of $6,160,690 adjusted by:

of debt issuance cost

and amortization

based compensation

currency transaction loss

Remeasurement

loss on translation of foreign subsidiary

cash implied interest

of intangible assets

in accounts receivable

in prepaid expenses

in deferred revenue

in accounts payable and accrued expenses

Increase in accounts payable, related party

Cash Used in Investing Activities

the year ended December 31, 2019, we used net cash of $0 in investing activities, as compared to $198,007 used in investing activities

for the year ended December 31, 2018.

The decrease was primarily due to acquisition of fixed and intangible assets

activities during 2018:

for acquisition of fixed assets

for domain name

for brand development fees

Cash Used in Financing Activities

the year ended December 31, 2019, financing activities used $2,050,000, as compared to $2,862,500 used in financing activities

for the year ended December 31, 2018.

The decrease was primarily attributable to the payoff of a note in 2018.

activities during 2019:

Repayment of notes payable

Advances from related party

Repayments of advances to related party

activities during 2018:

of notes payable

2020 Initiatives

2020, we have plans for organic growth within our current product lines by developing and launching new products and expanding

into new markets.

We have new marketing campaigns in process and intend to expand our online presence for each product.

we intend to grow further through additional acquisitions, we feel it is important to also develop our existing products.

recent outbreak of COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread across the

globe and is impacting worldwide economic activity.

A pandemic, including COVID-19, or other public health epidemic poses the

risk that the Company or its employees, suppliers, and other partners may be prevented from conducting business activities at

full capacity for an indefinite period of time, including due to spread of the disease within these groups or due to shutdowns

that may be requested or mandated by governmental authorities.

While it is not possible at this time to estimate the impact that

COVID-19 could have on the Company’s business, the continued spread of COVID-19 and the measures taken by the governments

of countries affected and in which the Company operates could disrupt the operation of the Company’s business.

outbreak and mitigation measures may also have an adverse impact on global economic conditions, which could have an adverse effect

on the Company’s business and financial condition, including on its potential to conduct financings on terms acceptable

to the Company, if at all.

In addition, the Company may take temporary precautionary measures intended to help minimize the risk

of the virus to its employees, including temporarily requiring all employees to work remotely, and discouraging employee attendance

at in-person work-related meetings, which could negatively affect the Company’s business.

The extent to which the COVID-19

outbreak impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted,

including new information that may emerge concerning the severity of the virus and the actions to contain its impact.

Obligations and Off-Balance Sheet Arrangements

Sheet Arrangements

effect of inflation on our operating results was not significant in either 2019 or 2018.

of Significant Accounting Policies

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of

revenue and expenses during the reported periods.

The more critical accounting estimates include estimates related to revenue

recognition and accounts receivable allowances.

We also have other key accounting policies, which involve the use of estimates,

judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our audited consolidated

financial statements appearing elsewhere in this report.

Accounting Pronouncements

2 to our audited consolidated financial statements appearing elsewhere in this report includes Recent Accounting Pronouncements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

a “smaller reporting company,”

as defined by Item 10 of Regulation S-K, we are not required to provide this information.

Market for Registrant’s Common

Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is listed

on the Nasdaq Capital Market under the symbol “SNYR.”

As of March 27, 2025, there

were 30 holders of record of our common stock.

A substantially greater number of holders are “street name” or beneficial holders,

whose shares of record are held by banks, brokers, and other financial institutions.

Since our inception, we have

not paid any dividends on our common stock, and we currently expect that, for the foreseeable future, all earnings, if any, will be retained

for use in the development and operation of our business.

In the future, our Board may decide, at its discretion, whether dividends may

be declared and paid to holders of our common stock.

Securities Authorized

for Issuance under Equity Compensation Plans

The information required by

Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Annual Report.

Unregistered Sales

of Equity Securities

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity