What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2017-03-24 compared with 2016-03-30 · 149 added, 82 removed, 145 unchanged (61% of the section changed)

9 unchanged sentences

symbol “SNYR”.

Quarter Ended

of March 21, 2017, we had 39 shareholders of record of our common stock.

40 unchanged sentences

GAAP”), provides useful information to investors.

December 31, 2016

Interest income

Interest expense

Loss on change

in fair value of derivative liability

Loss on change in fair value of derivative liability

Stock-based compensation

One-time expenses

for acquisitions

Loss on foreign

currency translation and transaction

obsolete inventory

One-time expenses for 2015 acquisitions

Stock issued for services

Settlement Expenses

Directors Fees

Loss on extinguishment of debt

Focus Factor Kids return

Impairment of Intangible Assets

Loss on foreign currency translation and transaction

Write off of obsolete inventory

Non-cash implied interest

Adjusted EBITDA

and Adjusted EBITDA are considered non-GAAP financial measures.

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drives consumer demand via multiple channels.

During 2016 we focused on growing and managing our existing brands.

the year ended December 31, 2016, we had revenues of $34,840,394 from sales of our products, as compared to revenue of $13,456,377

for the year ended December 31, 2015.

This is primarily due to the acquisitions we completed during 2015.

This is primarily due to having a full year of operations of the acquisitions we completed

during 2015 and is comprised of the following categories:

December 31, 2016

December 31, 2015

Nutraceuticals

Over the Counter (OTC)

Cosmeceuticals

the year ended December 31, 2016, our cost of revenue was $10,205,324.

Our cost of revenue for the year ended December 31, 2015,

This increase is also due to the acquisitions we completed during 2015.

was $5,308,130.

This increase is also due to having a full year of operations of the acquisitions we completed during 2015 and

is comprised of the following categories:

December 31, 2016

December 31, 2015

Nutraceuticals

Over the Counter (OTC)

Cosmeceuticals

profit was $24,635,070, or 71%, for the year ended December 31, 2016, as compared to gross profit of $8,148,247, or

61%, for the same period in 2015, an increase of $16,486,825, or 202%.

The increase in gross profit and gross profit margin

is directly related to increase in sales and better negotiated deals with manufacturers, utilizing volume purchasing to avail

lower prices and purchasing finished goods instead of buying components.

and Marketing Expenses

the year ended December 31, 2015, our selling and marketing expenses were $3,685,727 as compared to $0 for the year ended December

31, 2014, which is primarily due to marketing our various products in multiple media channels including print, television and

the year ended December 31, 2016, our selling and marketing expenses were $10,334,075 as compared to $3,685,727 for the

year ended December 31, 2015, which is primarily due to marketing our various products in multiple media channels including print,

television and online.

This increase is also due to having a full year of operations of the acquisitions we completed during 2015.

and Administrative Expenses

1 unchanged sentence

For the year ended December 31, 2015,

our operating expenses were $961,636, which was primarily due to promoting the Synergy brand throughout North America and loss

from the Merger transaction.

The increase in 2015 is primarily due to the acquisitions completed during 2015 and having general

costs now to run and manage each brand.

our general and administrative expenses were $3,368,495, the change in which was primarily due to having a full year of operations

of the acquisitions we completed in 2015.

and Amortization Expenses

the year ended December 31, 2015 our depreciation and amortization expenses were $608,002 as compared to $0 for the year ended

December 31, 2014.

the year ended December 31, 2016 our depreciation and amortization expenses were $1,170,778 as compared to $608,002 for the year

ended December 31, 2015.

The increase in 2016 is due to the acquisitions completed during 2015.

of Intangible Assets and Goodwill

review of intangible assets and goodwill, it was determined that the carrying value of the intangible assets and goodwill for

one of our subsidiaries may not be recoverable, so the assets were fully impaired.

For the year ended December 31, 2016, we recorded

non-cash intangible asset and goodwill impairment charges of $2,176,910 related to a subsidiary.

Income and Expenses

2 unchanged sentences

Interest expense

Remeasurement gain on translation

of foreign subsidiary

Loss on change in fair value of derivative

Remeasurement loss on translation of foreign subsidiary

Gain on change in fair value of derivative liability

Amortization of debt discount

Amortization of debt issuance cost

the year ended December 31, 2014 we had interest expense of $1,998.

The increase in interest expense in 2015 was due to the issuance

of loans for the purpose of acquisitions of various companies’

We also issued warrants along with the loans

and paid debt issuance cost in 2015 which lead to the amortization of debt discount and debt issuance cost during 2015.

warrants with a reset provision in 2015 which lead to the calculation of warrant derivative liability and hence we recorded a

Settlement expense

Loss on extinguishment of debt

the year ended December 31, 2015 we had other (income) and expense items of the following:

Interest income

Interest expense

Remeasurement gain on translation of foreign subsidiary

Loss on change in fair value of derivative liability

the year ended December 31, 2015 we incurred income tax expense of $389,945 primarily related to our subsidiary, NomadChoice Pty

Limited (NomadChoice), located in Australia and which we acquired in 2015.

the year ended December 31, 2015, our net loss was $7,536,548.

This was primarily due to non-operating expenses such as amortization

of debt discounts and the change in the fair value of derivative liabilities.

For the year ended December 31, 2014 our net loss

was $960,092.

This was primarily due to increased spending on developing the Synergy brand and securing penetration in the U.S.

market and loss from the Merger transaction.

Amortization of debt discount

Amortization of debt issuance cost

increase in interest expense in 2016 was due to the loans issued for the purpose of acquisitions of various companies’

We also issued warrants along with the loans and paid debt issuance cost in 2015 which lead to the amortization of debt

discount and debt issuance cost during 2015.

We issued warrants with a reset provision in 2015 which lead to the calculation of

warrant derivative liability and hence we recorded a loss on change in fair value of derivative liability.

In 2016, we cancelled

those warrants and issued shares, which resulted in a loss on extinguishment of debt.

the years ended December 31, 2016 and 2015 we incurred income tax expense of $944,358 and $389,945, respectively, primarily

related to our subsidiary, NomadChoice Pty Limited (NomadChoice), located in Australia and which we acquired in 2015.

For the year ended December

31, 2016, our net loss was $796,161.

For the year ended December 31, 2015 our net loss was $7,536,548.

This was primarily

due to non-operating expenses such as amortization of debt discounts and the change in the fair value of derivative liabilities

In 2016, we had a full year of operations of the companies we acquired in 2015.

and Capital Resources

of December 31, 2016, we had $2,517,642 cash on hand and a $4,944,587 working capital deficit.

The deficit is largely due to the

future liability we’ve accrued for in relation to an earn-out payment of $2,551,500 in which payments are due based solely

on future earnings and a derivative liability for stock warrants outstanding of $3,096,179.

In addition, we also have restricted

cash of $607,084 which is comprised of $510,605 for the earn-out payment held in escrow account, $46,479 for a rolling reserve

In addition, we also have

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

of December 31, 2015, we had $3,640,893 cash on hand and a $6,029,421 working capital deficit.

The deficit is largely due

to the future liability we’ve accrued for in relation to an earn-out payment of $2,551,500 in which payments are due based

solely on future earnings and a derivative liability for stock warrants outstanding of $3,096,179.

In addition, we also had restricted

cash of $607,084 which was comprised of $510,605 for the earn-out payment held in escrow account, $46,479 for a rolling reserve

with Paypal and $50,000 for credit card collateral.

5 unchanged sentences

The Company had a working capital deficit of $4,944,587 as of December 31, 2016.

Due to acquisitions

during 2015 of revenue producing products, the Company believes it has established an ongoing source of revenue that is sufficient

to cover its operating costs.

The ability of the Company to continue as a going concern is dependent on the Company obtaining

adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable.

If the Company is unable

to obtain adequate capital it could be forced to cease development of operations.

order to continue as a going concern and to develop a reliable source of revenues, and achieve a profitable level of operations

the Company will need, among other things, additional capital resources.

Management’s plans to continue as a going concern

include raising additional capital through borrowing and/or sales of equity and debt securities.

However, management cannot provide

any assurances that the Company will be successful in accomplishing any of its plans.

During the year ended December 31, 2016, the Company incurred net loss of $796,161.

Due to acquisitions during 2015 of

revenue producing products, the Company believes it has established an ongoing source of revenue that is sufficient to cover its

operating costs and has income from operations of $2,933,585.

The ability of the Company to continue as a going concern

is dependent on the Company continuing to execute the sales of their products.

to acquisitions during 2015 of revenue-producing products, the Company believes it has established an ongoing source of revenue

that is sufficient to cover its operating costs.

Management’s plans to continue as a going concern include raising additional

capital through borrowing and/or sales of equity and debt securities.

However, management cannot provide any assurances that the

Company will be successful in accomplishing any of its plans.

ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described

6 unchanged sentences

Ended December 31, 2016 and 2015

Cash Used in Operating Activities

the year ended December 31, 2015, we used net cash of $644,316 in operating activities, as compared to $489,175 used in operating

activities for the year ended December 31, 2014.

The decrease was primarily attributable to a change in the business due to acquisitions

$644,316 consists of our net loss of $7,536,548 reduced by:

Amortization of debt

issuance cost

Cash Provided by (Used in) Operating Activities

the year ended December 31, 2016, we had net cash provided by operating activities of $6,038,620, as compared to $644,316 used

in operating activities for the year ended December 31, 2015.

The decrease was primarily attributable to a change in the business

due to acquisitions during 2015.

For 2016, the $6,038,620 consists of our net

loss of $796,161 increased by:

Amortization of debt issuance cost

Depreciation and amortization

1 unchanged sentence

Amortization of debt discount

Stock issued for services

Settlement expense

Foreign currency transaction gain

Loss on extinguishment of debt

Change in the fair value of derivative liability

Remeasurement loss on translation of foreign subsidiary

Impairment of goodwill and intangible assets

Non cash implied interest

Write-off of inventory

Decrease in accounts receivable

Increase in inventory

Increase in prepaid expenses

Increase in deferred revenue

Decrease in accounts payable and accrued expenses

2015, the $644,316 consists of our net loss of $7,536,548 reduced by:

Amortization of debt issuance cost

Depreciation and amortization

Stock based compensation

Amortization of debt discount

Foreign currency transaction loss

Fair value of derivative loss

Remeasurement gain on translation

of foreign subsidiary

Change in the fair value of derivative liability

Remeasurement gain on translation of foreign subsidiary

Bad debt allowance

2 unchanged sentences

Increase in prepaid expenses

Increase in accounts payable and

accrued expenses

Increase in accounts payable and accrued expenses

Cash Used in Investing Activities

1 unchanged sentence

activities for the year ended December 31, 2015.

The increase was primarily attributable to the acquisitions during 2015.

Payments for acquisition

of fixed assets

The decrease was primarily attributable to the acquisitions during 2015.

activities during 2016:

Payments for acquisition of fixed assets

Restricted cash

Payments for acquisition of Focus

Factor assets

Payments for acquisition of Neuragen

Payments for acquisition of NomadChoice

Payment of earn out liability

activities during 2015:

Payments for acquisition of fixed assets

Restricted cash

Payments for acquisition of Focus Factor assets

Payments for acquisition of Neuragen assets

Payments for acquisition of NomadChoice Pty Ltd

Cash acquired in acquisitions

Cash Provided by Financing Activities

the year ended December 31, 2015, financing activities provided $8,684,727, as compared to $486,283 provided by financing activities

Cash (Used in) Provided by Financing Activities

the year ended December 31, 2016, financing activities used $4,831,250, as compared to $8,684,727 provided by financing activities

for the year ended December 31, 2015.

The increase was primarily attributable to proceeds from notes payable issued in connection

with the acquisitions.

Advances from related

The decrease was primarily attributable to payments of notes payable issued in connection

with the acquisitions during 2016.

activities during 2016:

Repayment of notes payable

$ (4,831,250 )

activities during 2015:

Advances from related party

Proceeds from notes payable

3 unchanged sentences

Proceeds from exercise of warrants

Proceeds from issuance of common

Proceeds from issuance of common stock

2017 Initiatives

2016, we have plans for organic growth within our current product lines by developing and launching new products.

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

While we intend to grow further through

additional acquisitions, we feel it is important to also develop our existing products.

2017, we have plans for organic growth within our current product lines by developing and launching new products and brands.

technology center in Halifax, Nova Scotia will be in full operations for all of our brands.

We have new marketing campaigns in

process and intend to expand our online presence for each product.

While we intend to grow further through additional acquisitions,

we feel it is important to also develop our existing products.

Obligations and Off-Balance Sheet Arrangements

17 unchanged sentences

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