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Item 9A. Controls and Procedures

2018-04-02 compared with 2017-03-24 · 587 added, 492 removed, 72 unchanged (94% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and

procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports

filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized

and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls

and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed

in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal

executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding

required disclosure.

As required by paragraph

(b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our president (our principal executive

officer) and our chief financial officer (our principal financial officer and principal accounting officer) evaluated the effectiveness

of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2016.

Based on this evaluation,

these officers concluded that, as of December 31, 2016, these disclosure controls and procedures were not effective to ensure that

the information required to be disclosed by our company in reports it files or submits 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.

conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal

control over financial reporting as identified below under the heading “Management’s Report on Internal Control over

Financial Reporting.”

Management anticipates that such disclosure controls and procedures will not be effective until the

material weaknesses are remediated.

Because of the inherent

limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within

our 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.

Management’s Annual Report on Internal

Control over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting.

The term “internal control over financial

reporting”

is defined as a process designed by, or under the supervision of, an issuer’s principal executive and principal

financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management

and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Under the supervision

of our president and chief executive officer (our principal executive officer), who is also our chief financial officer (our principal

financial officer and principal accounting officer), we conducted an evaluation of the effectiveness of our internal control over

financial reporting as of December 31, 2016 using the criteria established in Internal Control Integrated Framework issued by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO).

This evaluation included review of the documentation of

controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion

on this evaluation.

Based on this evaluation, our management concluded our internal control over financial reporting was not effective

as at December 31, 2016.

A material weakness is

a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on

a timely basis.

In its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2016,

we determined that there were control deficiencies that constituted material weaknesses which are indicative of many small companies

with small staff, such as:

inadequate segregation of duties and effective risk assessment;

insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both generally accepted accounting principles in the United States and guidelines of the Securities and Exchange Commission.

These control deficiencies

resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements could not have

been prevented or detected on a timely basis.

As a result of the material weaknesses described above, we concluded that we did

not maintain effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal

Control Integrated Framework issued by COSO.

Our management is currently evaluating remediation plans for the above deficiencies.

During the period covered by this annual report on Form 10-K, we have not been able to remediate the remaining weaknesses described

However, we plan to take steps to enhance and improve the design of our internal control over financial reporting.

Changes in Internal Control

There has been no change

in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred

during our year ended December 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal

control over financial reporting.

As a “smaller reporting

company,”

as defined by Item 10 of the Regulation S-K, we are not required to include an attestation report of the Company’s

registered public accounting firm regarding internal control over financial reporting.

of Disclosure Controls and Procedures

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in our reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed,

summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including

our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely

decisions regarding required disclosure.

required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our chief

executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal

accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered

by this annual report, being December 31, 2017.

on this evaluation, these officers concluded that, as of December 31, 2017, these disclosure controls and procedures were not

effective to ensure that the information required to be disclosed by our company in reports it files or submits 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 conclusion that our disclosure controls and procedures were not effective was due to the presence

of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s

Report on Internal Control over Financial Reporting.”

Management anticipates that such disclosure controls and procedures

will not be effective until the material weaknesses are remediated.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control

issues, if any, within our 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.

Management’s

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

The term “internal

control over financial reporting”

is defined as a process designed by, or under the supervision of, an issuer’s principal

executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board

of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

the assets of the issuer;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance

with authorizations of management and directors of the issuer;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s

assets that could have a material effect on the financial statements.

the supervision of our chief executive officer (our principal executive officer) and, our chief financial officer (our

principal financial officer and principal accounting officer), we conducted an evaluation of the effectiveness of our internal

control over financial reporting as of December 31, 2017 using the criteria established in Internal Control Integrated Framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

This evaluation included review of the

documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls

and a conclusion on this evaluation.

Based on this evaluation, our management concluded our internal control over financial reporting

was not effective as at December 31, 2017.

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not

be prevented or detected on a timely basis.

In its assessment of the effectiveness of our internal control over financial reporting

as of December 31, 2017, we determined that there were control deficiencies that constituted material weaknesses which are indicative

of many small companies with small staff, such as:

segregation of duties and effective risk assessment;

written policies and procedures for accounting and financial reporting with respect to the requirements and application of

both generally accepted accounting principles in the United States and guidelines of the Securities and Exchange Commission.

control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements

could not have been prevented or detected on a timely basis.

As a result of the material weaknesses described above, we concluded

that we did not maintain effective internal control over financial reporting as of December 31, 2017, based on criteria established

in Internal Control Integrated Framework issued by COSO.

Our management is currently evaluating remediation plans for the

above deficiencies.

During the period covered by this annual report on Form 10-K, we have not been able to remediate the remaining

weaknesses described above.

However, we plan to take steps to enhance and improve the design of our internal control over financial

in Internal Control

has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) that occurred during the year ended December 31, 2017 that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

a “smaller reporting company,”

as defined by Item 10 of the Regulation S-K, we are not required to include an attestation

report of the Company’s registered public accounting firm regarding internal control over financial reporting.

OTHER INFORMATION.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE.

Directors and Executive Officers

The following table sets

forth the names of the members of our Board of Directors, nominees for our Board of Directors, executive officers, and the position

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

and Executive Officers

following table sets forth the names of the members of our Board of Directors and executive officers, and the position

with the Company held by each.

President, CEO, CFO and Director

Chief Executive Officer

Since October 2014

2 unchanged sentences

Since December 2014

Each director is elected

to hold office until the next annual meeting of shareholders and until his/her successor has been qualified and elected.

Our President,

Chief Executive Officer and Chief Executive Officer, our sole executive officer, serves at the discretion of our Board of Directors.

There are no understandings between any of our directors or executive officer or any other person pursuant to which any executive

officer or director was or is to be selected as an executive officer or director.

Furthermore, there are no family relationships

between any director, executive officer, or person nominated or chosen by us to become a director or executive officer.

Background of Executive Officer and Board

The following is a brief

account of the business experience of each director, director nominee and executive officer of the Company.

Jack Ross - President, Chief Executive Officer,

Chief Financial Officer and Director

Ross is currently

the sole officer and director of Pure Sports Inc., positions he has held since February 2009, the sole officer and director of

Gowan Capital Inc., positions he has held since May 2011, the sole officer and director of Synergy Energy Strips World Wide Inc.,

positions he has held since August 2011, the sole officer and director of Rio e Cigs Inc., positions he has held since December

2011, and the sole officer and director of Kenek Brands Inc., positions he has held since May 2014.

From January 2012 to April

Ross served as the sole officer and director of Synergy Strips Corp., which was acquired by and became a wholly owned

subsidiary of the Company in April 2014 (the “Subsidiary”) in connection with the Merger.

Other than the Subsidiary,

none of these companies are related to or affiliated with the Company.

Ross’s significant leadership experience at various

private and public companies led to the conclusion that he should serve as a member of our Board of Directors, in light of our

business and structure.

Gale Bensussen

Since October 2017

Patrick McCullough

Since October 2017

Jeffrey Kadanoff

Chief Financial Officer

Since October 2017

director is elected to hold office until the next annual meeting of shareholders and until his/her successor has been qualified

Our President, Chief Executive Officer and Chief Financial Officer serve at the discretion of our Board of

There are no understandings between any of our directors or executive officer or any other person pursuant to which

any executive officer or director was or is to be selected as an executive officer or director.

Furthermore, there are no family

relationships between any director, executive officer, or person nominated or chosen by us to become a director or executive officer.

of Executive Officer and Board of Directors

following is a brief account of the business experience of each director, director nominee and executive officer of the Company.

Ross - Chief Executive Officer and Director

Ross serves as our Chief Executive Officer and prior to October 2017 served as our President and Chief Financial Officer.

Ross is currently the sole officer and director of Pure Sports Inc., positions he has held since February 2009, the sole officer

and director of Gowan Capital Inc., positions he has held since May 2011, the sole officer and director of Synergy Energy Strips

World Wide Inc., positions he has held since August 2011, the sole officer and director of Rio e Cigs Inc., positions he has held

since December 2011, and the sole officer and director of Kenek Brands Inc., positions he has held since May 2014.

2012 to April 2014, Mr.

Ross served as the sole officer and director of Synergy Strips Corp., which was acquired by and became

a wholly owned subsidiary of the Company in April 2014 (the “Subsidiary”) in connection with the Merger.

the Subsidiary, none of these companies are related to or affiliated with the Company.

Ross’s significant leadership

experience at various private and public companies led to the conclusion that he should serve as a member of our Board of Directors,

in light of our business and structure.

Stephen Fryer - Director

Since April 2003, Mr.

Fryer has been the Chief Executive Officer and Managing Partner of SC Capital Partners, Inc., a private micro-market investment

banking and private equity intermediary.

April 2003, Mr.

Fryer has been the Chief Executive Officer and Managing Partner of SC Capital Partners, Inc., a private micro-market

investment banking and private equity intermediary.

Prior to joining SC Capital Partners, Inc., Mr.

Fryer was a consulting investment banker

with Grant Bettingen, Inc., a broker-dealer based in California, from January 2001 to March 2003.

Fryer was a consulting investment

banker with Grant Bettingen, Inc., a broker-dealer based in California, from January 2001 to March 2003.

From May 1989 to August

Fryer was the Principal and Managing Director of Ventana International, Ltd., a venture capital and private investment banking

firm with operations and investors in the United States, Latin America, Europe and Asia.

Fryer was the Principal and Managing Director of Ventana International, Ltd., a venture capital and private investment

banking firm with operations and investors in the United States, Latin America, Europe and Asia.

Fryer earned a B.S.

5 unchanged sentences

Paul SoRelle - Director

Since November 1999, Mr.

SoRelle has been the Chief Executive Officer and Managing Partner of Pioneer Press of Greeley, Inc., a commercial offset printing

November 1999, Mr.

SoRelle has been the Chief Executive Officer and Managing Partner of Pioneer Press of Greeley, Inc., a commercial

offset printing company.

Prior to joining Pioneer Press, Mr.

SoRelle worked in the gaming business as well as the retail gasoline and convenience

store business.

SoRelle worked in the gaming business as well as the retail gasoline

and convenience store business.

SoRelle’s significant leadership experience at Pioneer Press of Greeley, Inc.

led to the conclusion that

he should serve as a member of our Board of Directors, in light of our business and structure.

Legal Proceedings

No director, director nominee, executive officer,

or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past

CORPORATE GOVERNANCE

Director Independence

As of March 15, 2017,

we have three directors.

Each director is elected to hold office for a one year period or until the next Annual Meeting of Shareholders

and until his/her successor has been qualified and elected following the one year of service.

Our common stock is not listed

on any exchange.

Consequently, no exchange rules regarding director independence are applicable to us.

However, we have applied

the director independence test of The NASDAQ Capital Market and Mr.

Fryer and Mr.

SoRelle are independent directors.

serve at the discretion of the Company’s directors.

There are no understandings between the director of the Company or any

other person pursuant to which any officer or director was or is to be selected as an officer or director.

Code of Ethics

The Company does not have

a code of ethics for our principal executive or principal financial officers, due to our size and current stage of development.

The Company’s management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC,

and compliance with applicable governmental laws and regulations.

The Company does not have

any standing committees and the Board of Directors performs the duties of an audit committee, nominating committee and compensation

Since the Company has no standing committees, the Company does not have any written charters governing such committees’

Nominating Committee

We do not have a nominating

committee, as we believe the Company is too small to warrant a separate standing nominating committee.

Director Jack Ross is responsible

for selecting individuals to stand for election as members of our Board of Directors.

The Company does not have a policy with regards

to the consideration of any director candidates recommended by our stockholders.

Our Board of Directors has determined that it

is in the best position to evaluate our Company’s requirements as well as the qualifications of each candidate when it considers

a nominee for a position on our Board of Directors.

If stockholders wish to recommend candidates directly to our Board of Directors,

they may do so by communicating directly with Jack Ross, our President, Chief Executive Officer, Chief Financial Officer and the

the conclusion that he should serve as a member of our Board of Directors, in light of our business and structure.

Gale Bensussen - Director

October 12, 2017, our Board of Directors appointed Gale Bensussen (age:

70) as an independent member of the Board of Directors.

Work history;

1/2012 to present, Advisor to North Castle Partners, LLC;

11/2013 to present, President and CEO Doctor’s Best;

5/2016 to present, Chairman Doctor’s Best;

9/2015 to 1/20/17 President and CEO Vit-Best;

1/2017 to present, Chairman of

10/2017 Director Kingdomway U.S.A.

a wholly owned subsidiary of Kingdomway Group Companies publicly traded on

the Shenzen stock exchange.

Bensussen holds a Bachelor’s degree from the University of Southern California and a Juris

Doctorate degree from Southwestern University School of Law.

There are no related party transactions between Mr.

Bensussen and

us nor are there any family relationships between Mr.

Bensussen and any of our directors or officers.

Bensussen’s considerable experience in one of our main industries led to the conclusion that he should serve as a member

of our Board of Directors.

McCullough - President

2014 to October 2017, Mr.

McCullough served as Chief Commercial Officer of InterHealth Nutraceuticals, Inc., a supplier of nutritional

ingredient for use in dietary supplements, which was acquired in September of 2016 by Lonza Group Ltd, a multinational chemicals

and biotechnology company based in Switzerland.

From 2013 to 2014, Mr.

McCullough was a Senior Vice President of Sales for Corr-Jensen

Inc., a manufacturer of exercise and weight-loss products and dietary supplements.

Prior to Corr-Jensen, Mr.

McCullough was the

President of Unique Nutritional Supplements, LLC, a dietary supplements company.

From 2008 to 2011, Mr.

McCullough served as President,

Chief Operating Officer, and Vice President of Sales for Natrol LLC, a manufacturer of vitamins and dietary supplements.

Kadanoff - Chief Financial Officer

February 28, 2014 to October 13, 2017, Mr.

Kadanoff was the Chief Financial Officer for Knight Therapeutics Inc, a healthcare

Prior to that, he served as an independent strategy consultant from April 2013 to February 2014.

From September 2011

to March 2013, Mr.

Kadanoff was the Vice President of Strategic Planning and Development for Reitmans (Canada) Limited, a retail

clothing company.

Prior to Reitmans (Canada) Limited, Mr.

Kadanoff was a Principal at Bain & Company where he served as a

strategy consultant for 14 years.

Kadanoff holds a Bachelor of Engineering degree in Chemical Engineering from

McGill University, and a Master of Business Administration from INSEAD.

director, director nominee, executive officer, or control person of the Company has been involved in any legal proceeding listed

in Item 401(f) of Regulation S-K in the past 10 years.

of March 30, 2018, we have four directors.

Each director is elected to hold office for a one year period or until the next

Annual Meeting of Shareholders and until his/her successor has been qualified and elected following the one year of service.

common stock is not listed on any exchange.

Consequently, no exchange rules regarding director independence are applicable to

However, we have applied the director independence test of The NASDAQ Capital Market and Mr.

SoRelle and Mr.

are independent directors.

Officers serve at the discretion of the Company’s directors.

There are no understandings between

the director of the Company or any other person pursuant to which any officer or director was or is to be selected as an officer

Company does not have a code of ethics for our principal executive or principal financial officers, due to our size and current

stage of development.

The Company’s management intends to promote honest and ethical conduct, full and fair disclosure in

our reports to the SEC, and compliance with applicable governmental laws and regulations.

Company does not have any standing committees and the Board of Directors performs the duties of an audit committee, nominating

committee and compensation committee.

Since the Company has no standing committees, the Company does not have any written charters

governing such committees’

do not have a nominating committee, as we believe the Company is too small to warrant a separate standing nominating committee.

Director Jack Ross is responsible for selecting individuals to stand for election as members of our Board of Directors.

does not have a policy with regards to the consideration of any director candidates recommended by our stockholders.

of Directors has determined that it is in the best position to evaluate our Company’s requirements as well as the qualifications

of each candidate when it considers a nominee for a position on our Board of Directors.

If stockholders wish to recommend candidates

directly to our Board of Directors, they may do so by communicating directly with Jack Ross, our Chief Executive Officer and the

Chairman of our Board of Directors by mail, at Synergy CHC Corp., Attn:

President, 865 Spring Street, Westbrook, ME 04092, or by

telephone at (615) 939-9004.

Audit Committee

We do not have an audit

committee currently serving and, as a result, our Board of Directors performs the duties of an audit committee.

We also do not

have an “audit committee financial expert,”

as such term is defined in Item 407(d)(5)(ii) of Regulation S-K, however

we feel that our directors’

backgrounds and financial sophistication is sufficient to fulfill the duties of the audit committee.

Compensation Committee

We do not have a compensation

committee, as we believe the Company is too small to warrant a separate standing compensation committee.

As a result, our Board

of Directors performs the duties of a compensation committee.

While the Company believes that its current size does not warrant

a separate standing compensation committee, it will reassess that need if and when additional directors are appointed and/or elected.

Shareholder Communications

Shareholders may send written communications

on the Company’s web site:

CEO, 865 Spring Street, Westbrook, ME 04092, or

by telephone at (615) 939-9004.

do not have an audit committee currently serving and, as a result, our Board of Directors performs the duties of an audit committee.

We also do not have an “audit committee financial expert,”

as such term is defined in Item 407(d)(5)(ii) of Regulation

S-K, however we feel that our directors’

backgrounds and financial sophistication is sufficient to fulfill the duties of

the audit committee.

do not have a compensation committee, as we believe the Company is too small to warrant a separate standing compensation committee.

As a result, our Board of Directors performs the duties of a compensation committee.

While the Company believes that its current

size does not warrant a separate standing compensation committee, it will reassess that need if and when additional directors

are appointed and/or elected.

Communications

may send written communications on the Company’s web site:

www.synergychc.com

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING

Section 16(a) of the Exchange

Act requires the Company’s executive officers, directors, and persons who beneficially own more than 10% of a registered

class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership

of the Company’s common stock and other equity securities.

These executive officers, directors, and greater than 10% beneficial

owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms filed by such reporting persons.

Based solely upon the Company’s review of such forms furnished to it, the Company believes that during the fiscal year ended

2016 and through to March 15, 2017, all of its executive officers, directors, and every person who is directly or indirectly the

beneficial owner of more than 10% of any class of the Company’s securities, complied with the filing requirements of Section

16(a) of the Exchange Act except for the following:

(a) Jack Ross, our President, Chief Executive Officer, Chief Financial Officer

and a member of our Board of Directors filed a Form 3 on February 9, 2015, to report the shares of our common stock beneficially

Ross as of October 27, 2014, the date upon which Mr.

Ross became our President, Chief Executive Officer, Chief Financial

Officer and a member of our Board of Directors;

(b) Stephen J.

Fryer, a member of our Board of Directors, filed a Form 3 on February

9, 2015, to report that he beneficially owns no shares of our common stock as of December 8, 2014, the date upon which Mr.

became a member of our Board of Directors;

SoRelle, a member of our Board of Directors, filed a Form 3 on February

10, 2015, to report that he beneficially owns no shares of our common stock as of December 8, 2014, the date upon which Mr.

became a member of our Board of Directors;

and (d) Jack Ross filed a Form 4 on April 27, 2015 to report the acquisition of shares

of common stock on April 19, 2015 by Gowan Private Equity, Inc., which report was due on April 21, 2015;

(e) Jack Ross filed a

Form 3/A on October 18, 2016 to amend his reported shares owned as of December 8, 2014.

16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

16(a) of the Exchange Act requires the Company’s executive officers, directors, and persons who beneficially own more than

10% of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports

of changes in ownership of the Company’s common stock and other equity securities.

These executive officers, directors,

and greater than 10% beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a)

forms filed by such reporting persons.

Based solely upon the Company’s review of such forms furnished to it, the Company

believes that during the fiscal year ended December 31, 2017, all of its executive officers, directors, and every person

who is directly or indirectly the beneficial owner of more than 10% of any class of the Company’s securities, complied with

the filing requirements of Section 16(a) of the Exchange Act.

EXECUTIVE COMPENSATION.

The following table sets

forth certain information about compensation paid, earned or accrued for services for each executive officer for the past two fiscal

Summary Compensation Table

Chairman, President, Chief Executive Officer and Chief Financial Officer

We have not made provisions

for paying cash or non-cash compensation to our officers and directors.

No salaries or fees are being paid at the present time

to our officers and directors and none have been paid or owed from inception to date.

We have no employment agreement with our

sole officer.

As of December 31, 2016 and 2015, we had no pension plans or compensatory plans or other arrangements that provide

compensation in the event of a termination of employment or a change of control of our Company.

Equity Compensation Plans

On July 30, 2014, the Company’s board

of directors approved the Company’s 2014 Equity Incentive Plan and the reservation of 15,525,000 shares of common stock for

issuance under such plan.

Such plan was approved by the Company’s shareholders and became effective on August 5, 2015.

On April 2, 2014, the Company granted 1,000,000

options with an exercise price of $0.25 per share to the Company owned by Mr.

Jack Ross, Chief Executive Officer of the Company.

On December 14, 2015, the Company granted 1,000,000

options each with an exercise price of $0.25 per share to two Board Members of the Company.

On December 14, 2015, the Company granted 1,000,000

options each with an exercise price of $0.65 per share to two employees of the Company.

On December 14, 2015, the Company granted 1,000,000

options with an exercise price of $0.25 per share to a Board Observer of the Company.

During 2016, these options were cancelled

in conjunction with the issuance of 7,500,000 shares and the cancellation of all outstanding options and warrants.

On February 18, 2016, the Company granted 300,000

options with an exercise price of $0.70 per share to an employee of the Company.

On April 18, 2016, the Company granted 500,000

options with an exercise price of $0.70 per share to an employee of the Company.

On July 4, 2016, the Company granted 500,000

options with an exercise price of $0.70 per share to an employee of the Company.

The following table summarizes the changes

in options outstanding and the related prices for the shares of the Company’s common stock issued to employees and consultants

under a stock option plan at December 31, 2016:

Options Outstanding

Options Exercisable

The stock option activity for the year ended

December 31, 2016 is as follows:

Weighted Average

following table sets forth certain information about compensation paid, earned or accrued for services for each executive officer

for the past two fiscal years.

Compensation Table

Chief Executive Officer

McCullough (2)

Chief Financial

Ross also served as our President and Chief Financial Officer until October 2017.

McCullough was hired in October 2017.

Kadanoff was hired in October 2017.

have not made provisions for paying cash or non-cash compensation to our directors.

No salary is being paid to Mr.

serving as our Chief Executive Officer and no fees are being paid at the present time to our directors.

October 17, 2017, we entered into an employment agreement with Patrick S.

McCullough to serve as our President.

receives an annual base salary of $340,000.

He received a cash signing bonus of $37,500, to be paid on January 1, 2018, and an

additional cash signing bonus of $37,500, to be paid on July 1, 2018, provided that he is employed by us on that date.

will be eligible for an annual bonus of up to 25% of his base salary.

The annual bonus will be determined at the discretion of

our Board or compensation committee based upon the achievement of financial goals established by our Chief Executive Officer.

McCullough will also be eligible for additional bonus compensation based on our achievement of certain annual earnings and

retail sales goals established each year by our Chief Executive Officer.

Subject to our achievement of an annual overall earnings

goal and certain adjustments in the event of future acquisitions we make, Mr.

McCullough will be eligible to receive 5% of all

of our retail sales in excess of the annual retail sales goal set by the Chief Executive Officer.

The Employment Agreement has

a three-year initial term ending on November 6, 2020 that will automatically renew for additional one-year terms unless terminated

by us or by Mr.

If we terminate Mr.

McCullough’s employment for cause or due to his disability, as each term

is defined in the employment agreement, Mr.

McCullough will be entitled to receive only the accrued compensation due to him as

of the date of such termination.

McCullough resigns for any reason he will be entitled only to payment of his accrued compensation

as of such date.

If we terminate Mr.

McCullough’s employment without cause, then conditioned upon Mr.

McCullough executing

a release following such termination, Mr.

McCullough will continue to receive his base salary and certain benefits for a period

of time following the effective date of the termination of his employment (i) for a period of 12 months if Mr.

McCullough is terminated

within one year of his start date or (ii) for the remainder of the then-current term of the employment agreement if Mr.

is terminated after the first anniversary of his start date.

In addition, Mr.

McCullough’s eligibility for his annual bonus

and retail sales bonus will be pro-rated for the time before his termination.

If more than 50% of the equity ownership interest

in our company is sold or transferred to a third party who is not an affiliate of an existing stockholder during the initial term

of the employment agreement, Mr.

McCullough will be entitled to all base salary and car allowance payments for the remainder of

the term of the employment agreement.

In addition, the unvested portion of the options granted upon execution of the employment

agreement will immediately vest and become exercisable.

October 10, 2017, we entered into an employment agreement with Jeffrey Kadanoff to serve as our Chief Financial Officer, effective

as of October 16, 2017.

Kadanoff will receive an annual base salary of $450,000.

He received a signing bonus consisting of:

(i) 100,000 shares of our common stock, and (ii) a cash payment equal to the value of 100,000 shares of our common stock based

on a price of $0.55 per share.

He received an agreed upon annual bonus for 2017 of $37,500.

Beginning with calendar year 2018,

Kadanoff will be eligible for an annual target bonus of up to half his base salary.

The target bonus will be determined at

the discretion of our Board or compensation committee based upon the achievement of financial and other performance-related goals

and may be paid in cash or shares of our common stock.

Subject to the approval by the Board, during each calendar year of Mr.

Kadanoff’s employment beginning with 2018, we will grant him an option to purchase 500,000 shares of our common stock, with

an exercise price equal to the fair market value of the common stock on the date of each respective grant and that will vest in

three equal annual installments on the first three anniversaries of the respective date of grant, provided that Mr.

Kadanoff remains

employed on each such date.

Upon the occurrence of a change in control a defined in the agreement, the vesting of stock options

granted to Mr.

Kadanoff will be accelerated subject to his continued service on such date and provided further that Mr.

Kadanoff’s

stock options will be treated no less favorably than those of any other senior executive officer or our Chairman.

If we terminate

Kadanoff’s employment for Cause, death or Disability, or Mr.

Kadanoff resigns for a purpose other than Good Reason (all

as defined in the agreement), Mr.

Kadanoff will be entitled to receive only the accrued compensation due to him as of the date

of such termination.

If we terminate Mr.

Kadanoff’s employment without Cause, or if Mr.

Kadanoff resigns for Good Reason,

and conditioned upon Mr.

Kadanoff executing a Release following such termination, Mr.

Kadanoff will be entitled to receive separation

benefits equal to the sum of his then current annual base salary plus his target annual bonus and a pro-rated rated amount of

the target annual bonus for the year in which termination occurs.

All unvested stock options granted to Mr.

Kadanoff which would

otherwise have vested had Mr.

Kadanoff remained employed for 12 additional months beyond the date of termination will be accelerated

and deemed to have vested as of the effective date of the termination of his employment under such circumstances.

If we terminate

Kadanoff’s employment without Cause, or if Mr.

Kadanoff resigns for Good Reason, in either case at the time of or within

24 months following a Change in Control, and conditioned upon Mr.

Kadanoff executing a Release following such termination, Mr.

Kadanoff will be entitled to receive CIC Separation Benefits equal to the greater of:

(i) two times the sum of Mr.

Kadanoff’s

then-current annual base salary plus his target annual bonus, or (ii) two times the sum of (A) Mr.

Kadanoff’s average base

salary actually paid over the preceding two years, plus (B) the average annual bonus actually paid over the preceding two years.

In addition to the foregoing benefits, all stock and options granted to Mr.

Kadanoff will be accelerated subject to his continued

employment as of such date and provided further that Mr.

Kadanoff’s stock options will be treated no less favorably than

those of any other senior executive or our chairman.

Compensation Plans

July 30, 2014, the Company’s board of directors approved the Company’s 2014 Equity Incentive Plan and the reservation

of 15,525,000 shares of common stock for issuance under such plan.

The plan was approved by the Company’s shareholders and

became effective on August 5, 2015.

April 2, 2014, the Company granted 1,000,000 options with an exercise price of $0.25 per share to the Company owned by Mr.

Ross, Chief Executive Officer of the Company.

December 14, 2015, the Company granted 1,000,000 options each with an exercise price of $0.25 per share to two Board Members of

December 14, 2015, the Company granted 1,000,000 options each with an exercise price of $0.65 per share to two employees of the

December 14, 2015, the Company granted 1,000,000 options with an exercise price of $0.25 per share to a Board Observer of the

During 2016, these options were cancelled in conjunction with the issuance of 7,500,000 shares and the cancellation of

all outstanding options and warrants.

February 18, 2016, the Company granted 300,000 options with an exercise price of $0.70 per share to an employee of the Company.

April 18, 2016, the Company granted 500,000 options with an exercise price of $0.70 per share to an employee of the Company.

July 4, 2016, the Company granted 500,000 options with an exercise price of $0.70 per share to an employee of the Company.

2017 333,333 unvested options were cancelled due to termination of employee.

October 10, 2017, the Company granted 1,000,000 options with an exercise price of $0.70 per share to an employee of the Company.

October 16, 2017, the Company granted 1,500,000 options with an exercise price of $0.55 per share to an employee of the Company.

October 18, 2017, the Company granted 200,000 options with an exercise price of $0.70 per share to an employee of the Company.

following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common

stock issued to employees and consultants under a stock option plan at December 31, 2017:

stock option activity for the year ended December 31, 2017 is as follows:

Exercise Price

4 unchanged sentences

Outstanding at December 31, 2017

Stock-based compensation expense related to

vested options was $2,200,160 and $523,714 during the years ended December 31, 2016 and 2015, respectively.

The Company determined

the value of share-based compensation for options vesting during the year ended December 31, 2015 using the Black-Scholes fair

value option-pricing model with the following weighted average assumptions:

estimated fair value of Company’s common stock

of $0.74, risk-free interest rate of 2.23%, volatility of 154%, expected lives of 10 years, and dividend yield of 0%.

determined the value of share-based compensation for options vesting during the year ended December 31, 2016 using the Black-Scholes

fair value option-pricing model with the following weighted average assumptions:

estimated fair value of Company’s common

stock of $0.40-0.61, risk-free interest rate of 0.90-1.24%, volatility of 135-160%, expected lives of 3-6 years, and dividend yield

Stock options outstanding as of December 31, 2016, as disclosed in the above table, have an intrinsic value of $780,000.

Outstanding Equity Awards

at Fiscal Year-End

The following table contains

certain information concerning unexercised options for our sole executive officer as of December 31, 2016.

Option awards

compensation expense related to vested options was $1,458,850 and $2,200,160 during the years ended December 31, 2017 and 2016,

respectively.

The Company determined the value of share-based compensation for options vesting during the year ended December

31, 2016 using the Black-Scholes fair value option-pricing model with the following weighted average assumptions:

estimated fair

value of Company’s common stock of $0.40-0.61, risk-free interest rate of 0.90-1.24%, volatility of 135-160%, expected lives

of 3-6 years, and dividend yield of 0%.

The Company determined the value of share-based compensation for options vesting during

the year ended December 31, 2017 using the Black-Scholes fair value option-pricing model with the following weighted average assumptions:

estimated fair value of Company’s common stock of $0.48-0.50, risk-free interest rate of 1.95-1.99%, volatility of 116-117%,

expected lives of 10 years, and dividend yield of 0%.

Stock options outstanding as of December 31, 2017, as disclosed in the above

table, have an intrinsic value of $711,900.

Equity Awards at Fiscal Year-End

following table contains certain information concerning unexercised options for our executive officers as of December 31,

unexercisable

Director Compensation

The following table provides

information regarding all compensation paid to non-employee directors during the fiscal year ended December 31, 2016.

Stephen Fryer

(1) This column reflects the aggregate grant

date fair value computed in accordance with Financial Accounting Standards Board, or “FASB”, issued Accounting Standards

Update, or “ASC”, Topic 718.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets

forth certain information regarding our common stock beneficially owned as of the date of this report, for (i) each stockholder

known to be the beneficial owner of 5% or more of our outstanding common stock, (ii) each executive officer and director, and (iii)

all executive officers and directors as a group.

To the best of our knowledge, subject to community and marital property laws,

all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.

Common Stock Beneficially Owned

Executive officers and directors:

Jack Ross (4) (5)

following table provides information regarding all compensation paid to non-employee directors during the fiscal year ended December

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth certain information regarding our common stock beneficially owned as of March 30, 2018, for

(i) each stockholder known to be the beneficial owner of 5% or more of our outstanding common stock, (ii) each executive officer

and director, and (iii) all executive officers and directors as a group.

To the best of our knowledge, subject to community and

marital property laws, all persons named have sole voting and investment power with respect to such shares, except as otherwise

Stock Beneficially Owned

Executive officers

and directors:

Stephen Fryer (4)

Paul SoRelle (5)

All directors and executive officers as a group (3 persons)

All directors and

executive officers as a group (6 persons)

5% Stockholders:

Gowan Private Equity Inc (4)

Knight Therapeutics (Barbados) Inc.(3)

Unless otherwise noted, the address for each of the named beneficial owners is:

865 Spring Street, Westbrook, ME 04092.

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

(i) voting power, which includes the power to vote, or to direct the voting of shares;

Gowan Private Equity

Knight Therapeutics

(Barbados) Inc.(6)

Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement,

understanding, relationship, or otherwise has or shares:

(i) voting power, which includes the power to vote, or to direct

the voting of shares;

and (ii) investment power, which includes the power to dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding.

As disclosed pursuant to a Schedule 13G filed with the SEC on February 2, 2015.

This stockholder’s address is Chancery House, High Street, Bridgetown, Barbados.

This stockholder’s address is:

Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to

vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person

has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the

amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s

actual ownership or voting power with respect to the number of shares of common stock actually outstanding.

on 89,862,683 shares outstanding on March 30, 2018.

stockholder’s address is:

275 Canterbury Lane, Fall River NS B2T 1A4, Canada.

Jack Ross is the Chief Executive Officer of Kenek Brands, Inc., Dunhill Distribution Group, Inc.

Gowan Capital Inc.

Jack Ross is the Chief Executive Officer

of Kenek Brands, Inc., Dunhill Distribution Group, Inc.

and Gowan Private Equity Inc.

Kenek Brands Inc.

owns options to purchase 1,000,000 shares of common stock.

Gowan Private Equity owns 43,780,750.

Gowan Capital Inc.

owns an option

to purchase 1,000,000 shares of common stock.

Gowan Private Equity owns 43,780,750 shares.

Dunhill Distribution Group

owns 3,208,649 shares and Gowan Capital Inc.

owns 400,000 shares.

Dunhill Distribution Group owns 3,208,649.

Consists of 1,000,000 options to purchase shares of common stock.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

TRANSACTIONS WITH RELATED

The information required

by Item 407(a) of Regulation S-K is included in this Annual Report on Form 10-K under the heading Item 10.

DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE –

of an option to purchase 1,000,000 shares of common stock .

of 1,296,658 shares of common stock owned by the SoRelle Family Partnership

LLP and an option to purchase 1,000,000 shares of common stock held by Mr.

of 17,645,812 shares of common stock.

This stockholder’s address is Chancery House, High Street, Bridgetown, Barbados.

of 500,000 shares of common stock.

This shareholder’s address is 5728 McAlear Avenue, Cote St-Luc QC, Canada H4W 2G9.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

WITH RELATED PERSONS

information required by Item 407(a) of Regulation S-K is included in this Annual Report on Form 10-K under the heading Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE –

Director Independence.

Since January 1, 2014,

the Company has not been a party to any transaction in which the amount involved exceeded or will exceed the lesser of $120,000

or 1% of the average of its total assets at year end for the last two fiscal years, and in which any of its directors, named executive

Company has not been a party to any transaction in which the amount involved exceeded or will exceed the lesser of $120,000 or

1% of the average of its total assets at year end for the last two fiscal years, and in which any of its directors, named executive

officers or beneficial owners of more than 5% of the Company’s capital stock, or an affiliate or immediate family member

thereof, had or will have a direct or indirect material interest, other than described below:

On April 7, 2014, an Agreement

and Plan of Merger (the “Merger Agreement”) was entered into by and among the Company, Synergy Merger Sub, Inc., a

Delaware corporation and the wholly owned subsidiary of the Company formed for the purpose of the transactions under the Merger

Agreement (“Merger Sub”), and Synergy Strips Corp., a Delaware corporation incorporated on January 24, 2012 (“SSC”).

The Merger Agreement provided for the merger of Merger Sub with and into SSC (the “Merger”), with SSC surviving the

merger as the wholly owned subsidiary of the Company.

The Merger was consummated on April 21, 2014.

In connection with the Merger,

Dunhill Distribution Group, Inc.

acquired 3,208,649 shares of the Company’s Common Stock.

Jack Ross, the Company’s

President, CEO, CFO and a director, is the Chief Executive Officer of Dunhill Distribution Group, Inc.

On April 2, 2014, the Company

granted 1,000,000 options valued at approximately $282,000 to a company owned by Mr.

Jack Ross, Chief Executive Officer of the

Company (see note 15).

On October 31, 2014, the

Company borrowed $100,000 through a promissory note bearing interest at 10% with a maturity date of October 31, 2015 from a company

Ross, the Company’s chief executive officer.

During the year ended December 31, 2015, the note was converted

into 400,000 shares of the Company’s common stock.

The Company accrued and

paid consulting fees of $25,000 and $15,000 per month in 2016 and 2015, respectively, to a company owned by Mr.

Jack Ross, Chief

Executive Officer of the Company.

The Company expensed $481,215 and $180,000, respectively during 2016 and 2015 as consulting

fees and bonuses, and made payments totaling $481,215 and $486,958 towards services to an entity owned and controlled by

an officer and shareholder of the Company for the year ended December 31, 2016 and 2015.

As of December 31, 2016 and 2015, the

total outstanding balance was $0.

On January 22, 2015, the

Company entered into a Loan Agreement with Knight Therapeutics (Barbados) Inc.

a related party, for the purchase of the Focus Factor

At December 31, 2016 and 2015, the Company owed Knight $2,752,639 and $4,267,268, respectively, on this loan, net of discount

(see Note 12).

On June 26, 2015, the Company

entered into a Security Agreement with Knight Therapeutics, Inc., through its wholly owned subsidiary Neuragen Corp.

for the purchase

of Knight Therapeutics, Inc.’s assets.

At December 31, 2016 and 2015, the Company owed Knight $625,000 and $925,000 on this

agreement (see Note 12).

On August 18, 2015, the

Company entered into a Consulting Agreement with Kara Harshbarger, the co-founder of Hand MD, LLC, pursuant to which she will provide

marketing and sales related service.

Company accrued and paid consulting fees of $41,250 per month through April 2017 and $57,917 per month through December 2017,

accounting fees of $12,500 per month and rent of $1,500 per month and $25,000 per month in 2017 and 2016, to a company owned by

Jack Ross, Chief Executive Officer of the Company.

The Company expensed $796,336 and $481,215, respectively during

2017 and 2016 as consulting fees, and made payments totaling $796,336 and $481,215 towards services to an entity owned

and controlled by an officer and shareholder of the Company for the year ended December 31, 2017 and 2016.

The Company also

paid out a bonus of $525,000 during 2017.

As of December 31, 2017 and 2016, the total outstanding balance was $0.

January 22, 2015, the Company entered into a Loan Agreement with Knight Therapeutics (Barbados) Inc.

a related party, for the

purchase of the Focus Factor assets.

At December 31, 2017 and 2016, the Company owed Knight $559,243 and $2,752,639, respectively,

on this loan, net of discount (see Note 12).

June 26, 2015, the Company entered into a Security Agreement with Knight Therapeutics, Inc., through its wholly owned subsidiary

Neuragen Corp.

for the purchase of Knight Therapeutics, Inc.’s assets.

At December 31, 2017 and 2016, the Company owed Knight

$575,000 and $625,000 on this agreement (see Note 12).

August 18, 2015, the Company entered into a Consulting Agreement with Kara Harshbarger, the co-founder of Hand MD, LLC, pursuant

to which she will provide marketing and sales related service.

The Company will pay Ms.

Harshbarger $10,000 a month for one year unless the Consulting Agreement

is terminated earlier by either party.

Harshbarger $10,000 a month for one year

unless the Consulting Agreement is terminated earlier by either party.

Hand MD, LLC is a 50% owner in Hand MD Corp.

The Company expensed $120,000 and $40,000 through

payroll for the years ended December 31, 2016 and 2015, respectively.

As of December 31, 2016 and 2015, the total outstanding balance

On November 12, 2015, the

Company entered into a Loan Agreement with Knight for the purchase of NomadChoice Pty Limited and Breakthrough Products, Inc.

December 31, 2016 and 2015, the Company owed Knight $3,680,162 and $3,571,314, respectively, on this loan, net of discount (see

On December 22, 2016, we issued to Knight Therapeutics

(Barbados) Inc., or Knight, 7,500,000 shares of our common stock in exchange for the cancellation of warrants to purchase an aggregate

of 8,132,002 shares of our common stock held by Knight, with per share purchase prices of $0.34 and $0.49, and the cancellation

of an option to purchase 1,000,000 shares of our common stock held by Knight, with an exercise price of $0.25 per share.

As additional

consideration, Knight has agreed to purchase up to $2.0 million worth of our common stock if and when we undertake a common stock

equity financing, subject to certain terms and conditions.

At December 31, 2016 and

2015, a NomadChoice Pty Ltd.

(subsidiary) of the Company owed Knight Therapeutics $87,678 and $71,573, respectively, in connection

with a royalty distribution agreement (see Note 12).

expensed $120,000 through payroll for each of the years ended December 31, 2017 and 2016, respectively.

As of December 31, 2017

and 2016, the total outstanding balance was $0.

November 12, 2015, the Company entered into a Loan Agreement with Knight for the purchase of NomadChoice Pty Limited and Breakthrough

Products, Inc.

At December 31, 2017 and 2016, the Company owed Knight $0 and $3,680,162, respectively, on this loan, net of discount

(see Note 12).

December 22, 2016, we issued to Knight Therapeutics (Barbados) Inc., or Knight, 7,500,000 shares of our common stock in exchange

for the cancellation of warrants to purchase an aggregate of 8,132,002 shares of our common stock held by Knight, with per share

purchase prices of $0.34 and $0.49, and the cancellation of an option to purchase 1,000,000 shares of our common stock held by

Knight, with an exercise price of $0.25 per share.

As additional consideration, Knight has agreed to purchase up to $2.0 million

worth of our common stock if and when we undertake a common stock equity financing, subject to certain terms and conditions.

December 23, 2016, we entered into an agreement with Knight Therapeutics for the distribution rights of FOCUSFactor in Canada.

In conjunction with this agreement, we are required to pay Knight a distribution fee equal to 30% of gross sales for sales achieved

through a direct sales channel and 5% of gross sales for sales achieved through retail sales.

The minimum due to Knight under

this agreement is $100,000 Canadian dollars.

As of December 31, 2017 the total outstanding balance was $100,000 Canadian dollars.

August 9, 2017, the Company entered into a Loan Agreement with Knight Therapeutics (Barbados) Inc., a related party, for a working

capital loan.

At December 31, 2017, the Company owed Knight $9,110,030 on this loan, net of debt issuance cost (see Note 10).

Company expensed royalty of $117,722 for the year ended December 31, 2017.

At December 31, 2017 Sneaky Vaunt Corp., a subsidiary

of the Company, owed Knight Therapeutics $4,608 in connection with a royalty distribution agreement.

Company expensed commissions of $172,579 for the year ended December 31, 2017.

At December 31, 2017 Sneaky Vaunt Corp., a subsidiary

of the Company, owed Founded Ventures, owned by a shareholder in the Company, $2,581 in connection with a commission agreement.

The Company paid a development fee for the brand, Sneaky Vaunt, in the amount of $761,935 for the year ended December 31, 2017.

Company expensed commissions of $13,952 for the year ended December 31, 2017.

The Company paid a development fee for the brand,

The Queen Pegasus, in the amount of $1,000,000 for the year ended December 31, 2017.

At December 31, 2017, The Queen Pegasus,

a subsidiary of the Company, owed Founded Ventures $1,462 in connection with a commission agreement.

Company expensed royalty of $24,227 for the year ended December 31, 2017.

At December 31, 2017 The Queen Pegasus, a subsidiary

of the Company, owed Knight Therapeutics $10,274 in connection with a royalty distribution agreement.

Company paid $125,000 for the year ended December 31, 2017 to Hand MD, Corp, related to a royalty agreement.

At December 31, 2017,

the Company owed Hand MD Corp.

$250,000 in minimum future royalties.

Company expensed royalty of $380,166 and $543,881 for the years ended December 31, 2107 and 2016, respectively.

At December 31,

2017 and 2016, NomadChoice Pty Ltd.

a subsidiary of the Company owed Knight Therapeutics $39,682 and $87,678, respectively,

in connection with a royalty distribution agreement (see Note 3).

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Committee’s Pre-Approval Practice

Prior to our engagement of our independent

auditor, such engagement was approved by our board of directors.

The services provided under this engagement may include audit

services, audit-related services, tax services and other services.

Pre-approval is generally provided for up to one year and any

pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget.

our requirements, the independent auditors and management are required to report to our board of directors at least quarterly regarding

the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services

performed to date.

Our board of directors may also pre-approve particular services on a case-by-case basis.

All audit-related fees,

tax fees and other fees incurred by us for the year ended December 31, 2016 and 2015, were approved by our board of directors.

RBSM LLP serves as our independent registered

public accounting firm.

Independent Registered Public Accounting

Firm Fees and Services

The following table sets forth the aggregate

fees including expenses billed to us for the years ended December 31, 2016 and 2015 by our auditors.

December 31, 2016

December 31, 2015

Audit Fees (1)

Committee’s Pre-Approval Practice

to our engagement of our independent auditor, such engagement was approved by our board of directors.

The services provided under

this engagement may include audit services, audit-related services, tax services and other services.

Pre-approval is generally

provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally

subject to a specific budget.

Pursuant our requirements, the independent auditors and management are required to report to our

board of directors at least quarterly regarding the extent of services provided by the independent auditors in accordance with

this pre-approval, and the fees for the services performed to date.

Our board of directors may also pre-approve particular services

on a case-by-case basis.

All audit-related fees, tax fees and other fees incurred by us for the year ended December 31, 2017 and

2016, were approved by our board of directors.

LLP serves as our independent registered public accounting firm.

Registered Public Accounting Firm Fees and Services

following table sets forth the aggregate fees including expenses billed to us for the years ended December 31, 2017 and 2016 by

our auditors.

Audit-Related Fees (2)

All Other Fees (4)

Audit Fees - This category includes the audit of the Company’s annual financial statements, review of financial statements included in its Quarterly Reports on Form 10-Q, and services that are normally provided by independent auditors in connection with the engagement for fiscal years.

Audit-Related Fees - This category consists of fees reasonably related to the performance of the audit or review of the Company’s financial statements that are not reported as “Audit Fees.”

Tax Fees - This category consists of tax compliance, tax advice, and tax planning work.

All Other Fees - This category consists of fees for other miscellaneous items.

Other Fees (4)

Fees - This category includes the audit of the Company’s annual financial statements, review of financial statements

included in its Quarterly Reports on Form 10-Q, and services that are normally provided by independent auditors in connection

with the engagement for fiscal years.

Audit-Related

Fees - This category consists of fees reasonably related to the performance of the audit or review of the Company’s

financial statements that are not reported as “Audit Fees.”

Fees - This category consists of tax compliance, tax advice, and tax planning work.

Other Fees - This category consists of fees for other miscellaneous items.

EXHIBITS FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of

following documents are filed as part of this report:

Consolidated Financial Statements

INDEX TO CONSOLIDATED

FINANCIAL STATEMENTS

Financial Statements

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Shareholders’

Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

TO CONSOLIDATED FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations and Comprehensive Income (Loss)

Statements of Shareholders’

Statements of Cash Flows

to Consolidated Financial Statements

Consolidated Financial Statement Schedules

Incorporated by Reference

(Unless Otherwise Indicated)

Exhibit Title

Agreement and Plan of Merger, dated

April 7, 2014, by and among Oro Capital Corporation, Synergy Merger Sub, Inc.

Otherwise Indicated)

and Plan of Merger, dated

April 7, 2014, by and among Oro Capital Corporation, Synergy

Merger Sub, Inc.

and Synergy Strips Corp.

Agreement and Plan of Merger dated April 21, 2014 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 9, 2014).

Asset Purchase Agreement, dated January 22, 2015, by and among Synergy Strips Corp.;

Purchase Agreement, dated January 22, 2015, by and among Synergy Strips Corp.;

Factor Nutrition Labs, LLC;

Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc.

Asset Purchase Agreement, dated June 26, 2015, by and between Neuragen Corp.

Vita Partners,

LLC, RPR Partners, LLC, and Thor Associates, Inc.

Purchase Agreement, dated June 26, 2015, by and between Neuragen Corp.

and Knight Therapeutics, Inc.

Articles of Incorporation

Amendment to Articles of Incorporation

Certificate of Amendment to Articles of Incorporation

Amendment to By-Laws

Form of Subscription Agreement

Synergy Strips Corp.

of Incorporation

to Articles of Incorporation

of Amendment to Articles of Incorporation

of Subscription Agreement

Common Stock Purchase Warrant, dated January 22, 2015.

Synergy Strips Corp.

Common Stock Purchase Warrant (10-Year Warrant), dated January 22, 2015.

Synergy CHC Corp.

Common Stock Purchase Warrant, dated November 12, 2015.

Synergy CHC Corp.

Common Stock Purchase Warrant (10-Year Warrant), dated November 12, 2015.

Synergy CHC Corp.

Common Stock Warrant dated December 17, 2015 .

Mineral Claim Agreement for the Shipman Diamond Project, dated September 1, 2011.

Transfer of Mineral Dispositions with Danny Aaron, dated February 21, 2012.

Form of Sales and Marketing Consultant and Distribution Agreement, dated April 2, 2014.

Sales and Marketing Consultant and Distribution Agreement, dated April 2, 2014, between Synergy Strips Corp.

Claim Agreement for the Shipman Diamond Project, dated September 1, 2011.

of Mineral Dispositions with Danny Aaron, dated February 21, 2012.

of Sales and Marketing Consultant and Distribution Agreement, dated April 2, 2014.

and Marketing Consultant and Distribution Agreement, dated April 2, 2014, between Synergy Strips Corp.

and Kenek Brands Inc.

Loan Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc.

Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc.

and Synergy Strips Corp.

Product Distribution Option Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc.

Distribution Option Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc.

and Synergy Strips Corp.

Distribution, License and Supply Agreement, dated January 22, 2015, by and between Synergy Strips Corp.

and Knight Therapeutics (Barbados) Inc.

Synergy Strips Corp.

Distribution,

License and Supply Agreement, dated January 22, 2015, by and between Synergy Strips Corp.

and Knight Therapeutics (Barbados)

2014 Equity Incentive Plan

Contribution Agreement, dated August 18, 2015, between Synergy CHC Corp.

Agreement, dated August 18, 2015, between Synergy CHC Corp.

and Hand MD Corp.

Contribution Agreement, dated August 18, 2015, among Hand MD, LLC, Principal Owners as listed therein, Synergy CHC Corp.

Intellectual Property License Agreement, dated August 18, 2015, by and between Synergy CHC Corp.

Consulting Agreement, dated August 18, 2015, by and between Synergy CHC Corp.

Agreement, dated August 18, 2015, among Hand MD, LLC, Principal Owners as listed therein, Synergy CHC Corp.

Property License Agreement, dated August 18, 2015, by and between Synergy CHC Corp.

Agreement, dated August 18, 2015, by and between Synergy CHC Corp.

And Kara Harshbarger.

Stock Purchase Agreement, dated November 12, 2015, by and among Breakthrough Products, Inc., URX ACQUISITION TRUST, Jordan Eisenberg, other shareholders as listed therein and Synergy CHC Corp.

Share Purchase Agreement, dated November 15, 2015, between TPR Investments Pty Ltd CAN 128 396 654 as trustee for Polmear Family Trust, Timothy Polmear and Rebecca Polmear, NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea and Synergy CHC Corp.

First Amendment to Loan Agreement, dated November 12, 2015, between Knight Therapeutics (Barbados) Inc.

Purchase Agreement, dated November 12, 2015, by and among Breakthrough Products, Inc., URX ACQUISITION TRUST, Jordan Eisenberg,

other shareholders as listed therein and Synergy CHC Corp.

Purchase Agreement, dated November 15, 2015, between TPR Investments Pty Ltd CAN 128 396 654 as trustee for Polmear Family

Trust, Timothy Polmear and Rebecca Polmear, NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea and Synergy

Amendment to Loan Agreement, dated November 12, 2015, between Knight Therapeutics (Barbados) Inc.

and Synergy CHC Corp.

Amendment to First Amendment Agreement, dated December 3, 2015, between Knight Therapeutics (Barbados) Inc.

to First Amendment Agreement, dated December 3, 2015, between Knight Therapeutics (Barbados) Inc.

and Synergy CHC Corp.

Amendment and Confirmation Agreement, dated December 3, 2015, by and among Knight Therapeutics (Barbados) Inc., Nomad Choice Pty Ltd., Synergy CHC Corp.

and Confirmation Agreement, dated December 3, 2015, by and among Knight Therapeutics (Barbados) Inc., Nomad Choice Pty Ltd.,

Synergy CHC Corp.

and Breakthrough Products, Inc.

Settlement and Release Agreement, dated December 17, 2015, by and between Synergy CHC Corp., the former shareholders of Breakthrough Products, Inc.

and Release Agreement, dated December 17, 2015, by and between Synergy CHC Corp., the former shareholders of Breakthrough

Products, Inc.

and URX ACQUISITION TRUST and as representative of certain shareholders.

Letter from M&K CPAS, PLLC to the Securities and Exchange Commission dated June 11, 2014.

Subsidiaries of the Registration

Filed herewith

Promissory Note to Danny Aaron, dated May 17, 2013.

Promissory Note and Future Advances Note to Danny Aaron , dated May 28, 2013.

Note to Danny Aaron, dated May 17, 2013.

Note and Future Advances Note to Danny Aaron , dated May 28, 2013.

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)

Filed herewith

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)

Filed herewith

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Filed herewith

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Filed herewith

XBRL Instance Document.

Furnished herewith

XBRL Taxonomy Extension Schema Document.

Furnished herewith

XBRL Taxonomy Extension Calculation Linkbase Document.

Furnished herewith

XBRL Taxonomy Extension Definition Linkbase Document.

Furnished herewith

XBRL Taxonomy Extension Label Linkbase Document.

Furnished herewith

XBRL Taxonomy Extension Presentation Linkbase Document.

Furnished herewith

Pursuant to the requirements

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

thereunto duly authorized.

SYNERGY CHC CORP.

/s/ Jack Ross

President, Chief Executive Officer

Pursuant to the requirements

of 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.

/s/ Jack Ross

President, Chief Executive Officer

March 24, 2017

(principal executive officer) Chief Financial Officer, Chief Accounting Officer, (principal financial officer), Director

/s/ Stephen Fryer

March 24, 2017

Instance Document.

Taxonomy Extension Schema Document.

Taxonomy Extension Calculation Linkbase Document.

Taxonomy Extension Definition Linkbase Document.

Taxonomy Extension Label Linkbase Document.

Taxonomy Extension Presentation Linkbase Document.

to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized.

April 2, 2018

Executive Officer

to the requirements of 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.

Executive Officer

April 2, 2018

executive officer)

Stephen Fryer

/s/ Paul SoRelle

March 24, 2017

April 2, 2018

Gale Bensussen

April 2, 2018

Jeffrey Kadanoff

Financial Officer (principal financial and accounting officer)

April 2, 2018

Patrick McCullough

April 2, 2018

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 9A. Controls and Procedures