What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2018-04-02 compared with 2017-03-24 · 131 added, 191 removed, 103 unchanged (76% of the section changed)

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symbol “SNYR”.

Quarter Ended

The table below provides the high

and low prices for the periods presented.

of March 30, 2018, we had 37 shareholders of record of our common stock.

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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;

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

on Form 10-K.

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 Form 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.

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

in the health and wellness industry.

The Company’s strategy is to grow both organically and by future acquisition.

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

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GAAP”), provides useful information to investors.

December 31, 2016

Interest income

Interest expense

Loss on change in fair value of derivative liability

Stock-based compensation

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

expenses, net of other income

on foreign currency translation and transaction

and Adjusted EBITDA are considered non-GAAP financial measures.

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one-time expenses for acquisitions;

loss on foreign

currency translation and transaction;

and the write off of obsolete inventory.

The Company’s definitions of EBITDA and adjusted

EBITDA might not be comparable to similarly titled measures reported by other companies.

loss on 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, 2017 and December 31, 2016

2015, we completed five acquisitions, with at least one in each of the three targeted verticals of Nutraceuticals, Cosmeceuticals

and Over the Counter (OTC).

Our objective is to grow all three verticals to provide a balanced and synergistic portfolio that

drives consumer demand via multiple channels.

2017, we completed one acquisition and developed two new brands.

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

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for the year ended December 31, 2016.

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

This is comprised of the following categories:

Nutraceuticals

Over the Counter (OTC)

the Counter (OTC)

Cosmeceuticals

decrease in our Nutraceutical category was due to the shift of resources to new brands.

The increase in both the consumer goods

and cosmeceuticals categories was due to a new product line.

the year ended December 31, 2017, our cost of revenue was $9,818,406.

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was $10,205,324.

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

This is comprised of the following categories:

Nutraceuticals

Over the Counter (OTC)

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.

decrease in our Nutraceutical category was due lower revenue due to a shift in focus to new brands.

The increase in both the consumer

goods and cosmeceuticals categories was due to a new product line.

profit was $25,777,629, or 72% of gross revenue, for the year ended December 31, 2017, as compared to gross profit of $24,635,070,

or 71% of gross revenue, for the same period in 2016, an increase of $1,142,559, or 5%.

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, 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.

the year ended December 31, 2017, our selling and marketing expenses were $14,043,870 as compared to $10,334,075 for the year

ended December 31, 2016.

The increase is primarily due to marketing our various products in multiple media channels including

print, television and online.

and Administrative Expenses

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For the year ended December 31, 2016,

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.

our general and administrative expenses were $8,019,722.

The increase is a modest due to normal operating expenses and

increased personnel.

and Amortization Expenses

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 year ended December 31, 2017 our depreciation and amortization expenses were $1,493,285 as compared to $1,170,778 for the

year ended December 31, 2016.

The increase in 2017 is due to the acquisitions completed during 2017.

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.

review of intangible assets and goodwill as of December 31, 2016, 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

the year ended December 31, 2017, we had other (income) and expense items of the following:

Interest income

Interest expense

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

Settlement expense

Loss on extinguishment of debt

Remeasurement

gain on translation of foreign subsidiary

of debt issuance cost

on the sale of assets

the year ended December 31, 2016 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

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.

Remeasurement

loss on translation of foreign subsidiary

on change in fair value of derivative liability

of debt discount

of debt issuance cost

on extinguishment of debt

decrease in interest expense in 2017 was due to the pay down of 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 2016.

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.

the years ended December 31, 2017 and 2016 we incurred income tax expense of $316,012 and $944,358, respectively, primarily related

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

Income (Loss)

the year ended December 31, 2017, our net income was $499,568.

For the year ended December 31, 2016 our net loss was $796,161.

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.

This was primarily due to non-operating expenses such as amortization of debt discounts and the loss on extinguishment of debt

and Capital Resources

of December 31, 2017, we had $1,955,614 cash on hand and a $3,278,903 working capital surplus.

In addition, we also have restricted

cash of $139,071 which is held for credit card collateral.

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

In addition, we also have

In addition, we also had

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.

Company’s consolidated financial statements are prepared using U.S.

GAAP applicable to a going concern, which contemplates

the realization of assets and liquidation of liabilities in the normal course of business.

The Company had an accumulated deficit

at December 31, 2016 of $9,366,000.

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

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

in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.

The accompanying

consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue

as a going concern.

In their report accompanying our audited financial statements, our independent registered public accounting

firm expressed substantial doubt as to our ability to continue as a going concern.

Ended December 31, 2017 and 2016

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

Stock based compensation

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

Change in the fair value of derivative liability

Remeasurement gain on translation of foreign subsidiary

Bad debt allowance

Increase in accounts receivable

Increase in inventory

Increase in prepaid expenses

Increase in accounts payable and accrued expenses

Cash (Used in) Provided by Operating Activities

the year ended December 31, 2017, we had net cash used in operating activities of $831,070, as compared to $6,038,620 provided

by operating activities for the year ended December 31, 2016.

The decrease was primarily attributable to purchases of inventory

and an increase in accounts receivable.

2017, the $831,070 consists of our net income of $499,568 adjusted by:

of debt issuance cost

and amortization

based compensation

currency transaction loss

Remeasurement

gain on translation of foreign subsidiary

cash implied interest

on sale of assets

in accounts receivable

in prepaid expenses

in deferred revenue

in accounts payable and accrued expenses

2016, the $6,038,620 consists of our net loss of $796,161 adjusted by:

of debt issuance cost

and amortization

based compensation

of debt discount

issued for services

currency transaction gain

on extinguishment of debt

in the fair value of derivative liability

Remeasurement

loss on translation of foreign subsidiary

of goodwill and intangible assets

cash implied interest

in accounts receivable

in prepaid expenses

in deferred revenue

in accounts payable and accrued expenses

Cash Used in Investing Activities

the year ended December 31, 2016, we used net cash of $2,346,643 in investing activities, as compared to $4,399,856 used in investing

activities for the year ended December 31, 2015.

The decrease was primarily attributable to the acquisitions during 2015.

the year ended December 31, 2017, we used net cash of $1,947,828 in investing activities, as compared to $2,346,643 used

in investing activities for the year ended December 31, 2016.

The increase was primarily due to the payment of brand development

activities during 2017:

Payments for acquisition of fixed assets

Restricted cash

Payment of earn out liability

for acquisition of fixed assets

received from sale of assets

for brand development fees

activities during 2016:

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

for acquisition of fixed assets

of earn out liability

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

with the acquisitions during 2016.

the year ended December 31, 2017, financing activities provided $2,310,881, as compared to $4,831,250 used in financing

activities for the year ended December 31, 2016.

The increase was primarily attributable to the receipt of cash pursuant to

activities during 2017:

Repayment of notes payable

$ (4,831,250 )

from notes payable

of notes payable

of debt issuance cost

from sale of common stock

activities during 2016:

Advances from related party

Proceeds from notes payable

Repayment of notes payable

Payment of debt issuance costs

Payment of dividends on subsidiary

Proceeds from exercise of warrants

Proceeds from issuance of common stock

of notes payable

$ (4,831,250 )

2018 Initiatives

2018, 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.

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

Sheet Arrangements

effect of inflation on the Company’s operating results was not significant.

effect of inflation on our operating results was not significant in either 2017 or 2016.

of Significant Accounting Policies

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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