Synergy CHC Corp. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The information required by this Item is set forth in the consolidated financial statements and notes thereto beginning at page F-1 of this Form 10-K. 15 CONSOLIDATED FINANCIAL STATEMENTS Synergy CHC Corp. Reports of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets F-2 Consolidated Statements of Operations and Comprehensive Income (Loss) F-3 Consolidated Statement of Changes in Stockholders’ Equity (Deficit) F-4 Consolidated Statements of Cash Flows F-5 - F-6 Notes to the Consolidated Financial Statements F-7 16 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Synergy CHC Corp. and subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Synergy CHC Corp. and subsidiaries (the Company) as of December 31, 2017 and 2016, and the related statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the two year period ended December 31, 2017, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ RBSM LLP We have served as the Company’s auditor since 2014. New York, NY April 2, 2018 F- 1 Synergy CHC Corp. Consolidated Balance Sheets December 31, 2017 December 31, 2016 Assets Current Assets Cash and cash equivalents $ 1,955,614 $ 2,517,642 Restricted cash 139,071 100,000 Accounts receivable, net 4,333,608 2,195,391 Prepaid expenses 1,143,251 1,348,602 Inventory, net 2,842,376 1,102,777 Total Current Assets 10,413,920 7,264,412 Fixed assets, net 293,205 257,386 Goodwill 7,793,240 7,793,240 Intangible assets, net 5,532,210 5,145,434 Total Assets $ 24,032,575 $ 20,460,472 Liabilities and Stockholders’ Equity Current Liabilities: Accounts payable and accrued liabilities $ 4,328,548 $ 4,558,919 Deferred revenue 3,058 36,000 Provision for income taxes payable 94,956 973,177 Current portion of long-term notes payable, net of debt discount and debt issuance cost, related party 2,487,233 5,890,903 Current portion of long-term notes payable - 750,000 Royalty payable 221,222 - Total Current Liabilities 7,135,017 12,208,999 Long-term Liabilities: Royalty payable - 313,752 Notes payable, net of debt discount and debt issuance cost, related parties 7,464,279 830,245 Total long-term liabilities 7,464,279 1,143,997 Total Liabilities 14,599,296 13,352,996 Commitments and contingencies - - Stockholders’ Equity: Common stock, $0.00001 par value; 300,000,000 shares authorized; 89,862,683 and 88,764,357, shares issued and outstanding, respectively 899 888 Common stock to be issued (0 and 125,000 shares, respectively) - 56,250 Additional paid in capital 18,376,801 16,400,316 Accumulated other comprehensive (loss) income (77,989 ) 16,022 Accumulated deficit (8,866,432 ) (9,366,000 ) Total stockholders’ equity 9,433,279 7,107,476 Total Liabilities and Stockholders’ Equity $ 24,032,575 $ 20,460,472 The accompanying notes are an integral part of these consolidated financial statements F- 2 Synergy CHC Corp. Consolidated Statements of Operations and Comprehensive Income (Loss) For the year Ended For the year ended December 31, 2017 December 31, 2016 Revenue $ 35,596,035 $ 34,840,394 Cost of Sales 9,818,406 10,205,324 Gross Profit 25,777,629 24,635,070 Operating expenses Selling and marketing 14,043,870 10,334,075 General and administrative 8,418,159 8,019,722 Impairment of goodwill and intangible assets - 2,176,910 Depreciation and amortization 1,493,285 1,170,778 Total operating expenses 23,955,314 21,701,485 Income from operations 1,822,315 2,933,585 Other (income) expenses Interest income (20 ) (5,107 ) Interest expense 1,044,277 1,567,867 Remeasurement (gain) loss on translation of foreign subsidiary (50,825 ) 54,345 Gain on change in fair value of derivative liability - (1,380,600 ) Amortization of debt discount - 1,620,151 Amortization of debt issuance cost 223,191 215,302 Settlement expense - 56,250 Loss on extinguishment of debt - 657,180 Other income (212,765 ) - Loss on the sale of assets 2,877 - Total other expenses 1,006,735 2,785,388 Net income before income taxes 815,580 148,197 Income tax expense 316,012 944,358 Net income (loss) after tax $ 499,568 $ (796,161 ) Net income (loss) per share – basic and diluted $ 0.01 $ (0.01 ) Weighted average common shares outstanding Basic and Diluted 89,241,212 81,650,381 Comprehensive income (loss): Net income (loss) $ 499,568 $ (796,161 ) Foreign currency translation adjustment (94,011 ) 16,022 Comprehensive income (loss) $ 405,557 $ (780,139 ) The accompanying notes are an integral part of these consolidated financial statements F- 3 Synergy CHC Corp. Consolidated Statement of Stockholders’ Equity Common stock Additional Paid in Common Stock to be Accumulated Other Comprehensive Accumulated Total Stockholders’ Equity Shares Amount Capital issued Income (Loss) Deficit Balance as of December 31, 2015 81,692,954 $ 817 $ 13,920,735 $ 68,000 $ - $ (8,569,839 ) $ 5,419,713 Adjusting the value of goodwill for the value of shares issued related to acquisition of Breakthrough Products, Inc. (1,170,000 ) (1,170,000 ) Common stock cancelled (713,767 ) (7 ) (124,993 ) (125,000 ) Common stock to be issued 56,250 56,250 Common stock issued for services 285,170 3 117,997 (68,000 ) 50,000 Common stock issued in conjunction with cancellation of warrants and options issued concurrent with debt 7,500,000 75 1,456,417 1,456,492 Fair value of vested stock options 2,200,160 2,200,160 Foreign currency translation gain 16,022 16,022 Net loss (796,161 ) (796,161 ) Balance as of December 31, 2016 88,764,357 $ 888 $ 16,400,316 $ 56,250 $ 16,022 $ (9,366,000 ) $ 7,107,476 Common stock issued for acquisition of Per-fekt Beauty 473,326 5 241,391 241,396 Common stock issued as part of employment agreement 100,000 1 5 4,999 55 ,000 Sale of common stock 400,000 4 219,996 220,000 Common stock to be issued now issued 125,000 1 56,249 (56,250 ) - Fair value of vested stock options 1,403,850 1,403,850 Foreign currency translation loss (94,011 ) (94,011 ) Net income 499,568 499,568 Balance as of December 31, 2017 89,862,683 $ 899 $ 18,376,801 $ - $ (77,989 ) $ (8,866,432 ) $ 9,433,279 The accompanying notes are an integral part of these consolidated financial statements F- 4 Synergy CHC Corp. Consolidated Statements of Cash Flows For the year Ended For the year ended December 31, 2017 December 31, 2016 Cash Flows from Operating Activities Net income (loss) $ 499,568 $ (796,161 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Amortization of debt issuance cost 223,191 215,302 Depreciation and amortization 1,493,285 1,170,778 Stock based compensation expense 1,458,850 2,200,160 Stock issued for services - 50,000 Settlement expense - 56,250 Loss on extinguishment of debt - 657,180 Amortization of debt discount - 1,620,151 Impairment of goodwill and intangible assets - 2,176,910 Foreign currency transaction loss (gain) 120,549 (13,503 ) Change in the fair value of derivative liability - (1,380,600 ) Remeasurement (gain) loss on translation of foreign subsidiary (50,825 ) 54,345 Non cash implied interest 73,763 114,213 Write-off of inventory - 180,122 Loss on sale of assets 2,877 - Changes in operating assets and liabilities: Accounts receivable (2,085,778 ) 1,734,466 Inventory (1,449,425 ) (547,295 ) Prepaid expense and other current assets 205,351 (1,051,168 ) Deferred revenue (32,942 ) 36,000 Accounts payable and accrued liabilities (1,289,534 ) (438,530 ) Net cash (used in) provided by operating activities (831,070 ) 6,038,620 Cash Flows from Investing Activities Payments for acquisition of fixed assets (153,021 ) (302,227 ) Restricted cash (39,071 ) 507,084 Cash received from sale of assets 6,199 - Payments for brand development fees (1,761,935 ) - Payment of earn out liability - (2,551,500 ) Net cash used in investing activities (1,947,828 ) (2,346,643 ) Cash Flows from Financing Activities Proceeds from notes payable 10,000,000 - Repayment of notes payable (7,456,250 ) (4,831,250 ) Payment of debt issuance cost (452,869 ) - Proceeds from sale of common stock 220,000 - Net cash provided by (used in) financing activities 2,310,881 (4,831,250 ) Effect of exchange rate on cash and cash equivalents (94,011 ) 16,022 Net decrease in cash and cash equivalents (562,028 ) (1,123,251 ) Cash and Cash Equivalents, beginning of year 2,517,642 3,640,893 The accompanying notes are an integral part of these consolidated financial statements F- 5 Cash and Cash Equivalents, end of year $ 1,955,614 $ 2,517,642 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for: Interest $ 842,248 $ 1,488,123 Income taxes $ 1,194,233 $ 864,864 Supplemental Disclosure of Non-cash Investing and Financing Activities: Reallocation of goodwill related to acquisition of Factor Nutrition to intellectual property $ - $ 450,000 Reallocation of goodwill related to acquisition of Breakthrough Products, Inc. to intellectual property $ - $ 150,000 Reallocation of non-compete agreement related to acquisition of Breakthrough Products, Inc. to goodwill $ - $ 50,000 Adjusting the value of goodwill for the value of shares issued related to acquisition of Breakthrough Products, Inc. $ - $ 1,170,000 Reallocation of blogger database and intellectual property related to acquisition of Nomadchoice Pty Ltd. to customer database $ - $ 215,000 Common stock to be issued now issued $ 56,250 $ 68,000 Cancellation of common stock $ - $ 125,000 Common stock issued for the acquisition of assets of Per-fekt 241,396 - Common stock issued in conjunction with cancellation of warrants and options issued concurrent with debt $ - $ 1,456,492 Adjustment of accounts receivable and payables created during acquisition of Neuragen $ - $ 24,592 Inventory written-off and adjusted against accounts receivable and payables created during acquisition of Neuragen $ - $ 48,949 The accompanying notes are an integral part of these consolidated financial statements F- 6 SYNERGY CHC CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Nature of the Business Synergy CHC Corp. (“Synergy”, “we”, “us”, “our” or the “Company”) (formerly Synergy Strips Corp.) was incorporated on December 29, 2010 in Nevada under the name “Oro Capital Corporation.” On April 21, 2014, the Company changed its fiscal year end from July 31 to December 31. On April 28, 2014, the Company changed its name to “Synergy Strips Corp.”. On August 5, 2015, the Company changed its name to “Synergy CHC Corp.” The Company is a consumer health care company that is in the process of building a portfolio of best-in-class consumer product brands. Synergy’s strategy is to grow its portfolio both organically and by further acquisition. Synergy is the sole owner of six subsidiaries: Neuragen Corp., Breakthrough Products, Inc., NomadChoice Pty Ltd., Synergy CHC Inc., Sneaky Vaunt Corp., and The Queen Pegasus Corp., and the results have been consolidated in these statements. Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. At December 31, 2017 and 2016 significant estimates included are assumptions about collection of accounts receivable, useful life of fixed and intangible assets, impairment analysis of goodwill and intangible assets, estimates used in the fair value calculation of stock based compensation, beneficial conversion feature and derivative liability on warrants using Black-Scholes Model. Cash and Cash Equivalents The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. As of December 31, 2017, and 2016, the Company had no cash equivalents. The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At December 31, 2017 and 2016, the uninsured balances amounted to $1,557,373 and $2,038,985, respectively. Capitalization of Fixed Assets The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred. F- 7 Intangible Assets We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of our intangible assets are subject to amortization except intellectual property of $1,450,000 acquired as part of an Asset Purchase Agreement entered into with Factor Nutrition Labs LLC on January 22, 2015 and $10,000 acquired as part of an Asset Purchase Agreement entered into with Perfekt Beauty Holdings LLC and CDG Holdings, LLC on June 21, 2017. Intangible assets are amortized on a straight line basis over the useful lives. As of December 31, 2017, our qualitative analysis of intangible assets with indefinite lives did not indicate any impairment. Long-lived Assets Long-lived assets include equipment and intangible assets other than those with indefinite lives. We assess the carrying value of our long-lived asset groups when indicators of impairment exist and recognize an impairment loss when the carrying amount of a long-lived asset is not recoverable when compared to undiscounted cash flows expected to result from the use and eventual disposition of the asset. Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in our use of the assets or in our business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value. As of December 31, 2017, our qualitative analysis of long-lived assets did not indicate any impairment. During the year ended December 31, 2016, the Company fully impaired related intangible assets and charged to operations impairment loss of $193,750. Goodwill An asset purchase is accounted for under the purchase method of accounting. Under that method, assets and liabilities of the business acquired are recorded at their estimated fair values as of the date of the acquisition, with any excess of the cost of the acquisition over the estimated fair value of the net tangible and intangible assets acquired recorded as goodwill. As of December 31, 2017, our qualitative analysis of goodwill did not indicate any impairment. However, as of December 31, 2016, our review of goodwill related to one of our subsidiaries did indicate that the carrying amount of the asset may not be recoverable. During the year ended December 31, 2016, the Company fully impaired related goodwill and charged to operations an impairment loss of $1,983,160. Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) 605, Revenue Recognition (“ASC 605”). ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred and/or service has been performed; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. The Company believes that these criteria are satisfied upon shipment from its fulfillment centers. Certain of our distributors may also perform a separate function as a co-packer on our behalf. In such cases, ownership of and title to our products that are co-packed on our behalf by those co-packers who are also distributors, passes to such distributors when we are notified by them that they have taken transfer or possession of the relevant portion of our finished goods. Freight billed to customers is presented as revenues, and the related freight costs are presented as cost of goods sold. Cancelled orders are refunded if not already dispatched, refunds are only paid if stock is damaged in transit, discounts are only offered with specific promotions and orders will be refilled if lost in transit. Deferred Revenue Deferred revenue results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized. Accounts receivable Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. As of both December 31, 2017, and 2016, allowance for doubtful accounts was $0. Advertising Expense The Company expenses marketing, promotions and advertising costs as incurred. Such costs are included in selling and marketing expense in the accompanying consolidated statements of operations. Research and Development Costs incurred in connection with the development of new products and processing methods are charged to general and administrative expenses as incurred. Income Taxes The Company utilizes FASBASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. The Company generated a deferred tax asset through net operating loss carry-forward. However, a valuation allowance of 100% has been established due to the uncertainty of the Company’s realization of the net operating loss carry forward prior to its expiration. NomadChoice Pty Ltd, the Company’s wholly-owned subsidiary is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. Synergy CHC Inc. is a wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. F- 8 Net Earnings (Loss) Per Common Share The Company computes earnings per share under ASC subtopic 260-10, Earnings Per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted earnings per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on net income per share is anti-dilutive. As of December 31, 2017 and 2016, options to purchase 8,666,667 and 6,300,000 shares of common stock, respectively, were outstanding. As of both December 31, 2017 and 2016, warrants to purchase 1,000,000 shares of common stock were outstanding. The following securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive due to the respective exercise prices being greater than the market price of the Company’s common stock on the dates shown: December 31, 2017 December 30, 2016 Options to purchase common stock 8,666,667 6,300,000 Warrants to purchase common stock 1,000,000 1,000,000 9,666,667 7,300,000 Fair Value Measurements The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date. Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs for the asset or liability. F- 9 The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As of December 31, 2017, the Company has determined that there were no assets or liabilities measured at fair value. Inventory Inventory consists of raw materials, components and finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value. Finished goods include the cost of labor to assemble the items. Stock-Based Compensation ASC 718, “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. Foreign Currency Translation The functional currency of one of the Company’s foreign subsidiaries (Nomadchoice Pty Ltd.) is the U.S. Dollar. The Company’s subsidiary maintains its record using local currency (Australian Dollar). All monetary assets and liabilities of foreign subsidiaries were translated into U.S. Dollars at fiscal year-end exchange rates, non-monetary assets and liabilities of foreign subsidiaries were translated into U.S. Dollars at transaction day exchange rates. F- 10 Income and expense items related to non-monetary items were translated at exchange rates prevailing during the transaction date and other incomes and expenses were translated using average exchange rate for the period. The resulting translation adjustments, net of income taxes, were recorded in statements of operations as remeasurement gain or loss on translation of foreign subsidiary. The functional currency of the Company’s other foreign subsidiary (Synergy CHC Inc.) is the Canadian Dollar (CAD). The Company’s foreign subsidiary maintains its records using local currency (CAD). All assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at period end exchange rates and stockholders’equity is translated at the historical rates. Income and expense items were translated using average exchange rate for the period. The resulting translation adjustments, net of income taxes, are reported as other comprehensive income and accumulated other comprehensive income in the stockholder’s equity in accordance with ASC 220 – Comprehensive Income. Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated into either Australian Dollars or Canadian Dollars, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred. Concentrations of Credit Risk In the normal course of business, the Company provides credit terms to its customers; however, collateral was not required. Accordingly, the Company performed credit evaluations of its customers and maintained allowances for possible losses which, when realized, were within the range of management’s expectations. From time to time, a higher concentration of credit risk existed on outstanding accounts receivable for a select number of customers due to individual buying patterns. Warehousing costs Warehouse costs include all third party warehouse rent fees and are charged to selling and marketing expenses as incurred. Any additional costs relating to assembly or special pack-outs of the Company’s products are charged to cost of sales. Product display costs All displays manufactured and purchased by the Company are for placement of product in retail stores. This also includes all costs for display execution and setup and retail services are charged to cost of sales and expensed as incurred. Warrant Derivative Liabilities ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ASC 815. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional, as described. A Black-Scholes-Merton option-pricing model, with dilution effects, was utilized to estimate the fair value of the Warrant Derivative Liabilities as of November 12, 2015 and December 31, 2015. As of December 23, 2016 the Warrant Derivative Liability was extinguished in conjunction with the issuance of shares. This model is subject to the significant assumptions discussed below and requires the following key inputs with respect to the Company and/or instrument: Input November 12, 2015 December 31, 2015 December 23, 2016 Stock Price $ 0.46 $ 0.69 $ 0.39 Exercise Price $ 0.49 $ 0.49 $ 0.49 Expected Life (in years) 10.0 9.75 8.92 Stock Volatility 157.56 % 152.07 143.15 % Risk-Free Rate 2.32 % 2.27 2.55 % Dividend Rate 0 % 0 0 % Outstanding Shares of Common Stock 4,547,243 4,547,243 4,547,243 Cost of Sales Cost of sales includes the purchase cost of products sold and all costs associated with getting the products into the retail stores including buying and transportation costs. F- 11 Debt Issuance Costs Debt issuance costs consist primarily of arrangement fees, professional fees and legal fees. These costs are netted off with the related loan and are being amortized to interest expense over the term of the related debt facilities. Shipping Costs Shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in selling and marketing expenses. Related parties Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. All transactions with related parties are recorded at fair value of the goods or services exchanged. Segment Reporting Segment identification and selection is consistent with the management structure used by the Company’s chief operating decision maker to evaluate performance and make decisions regarding resource allocation, as well as the materiality of financial results consistent with that structure. Based on the Company’s management structure and method of internal reporting, the Company has one operating segment. The Company’s chief operating decision maker does not review operating results on a disaggregated basis; rather, the chief operating decision maker reviews operating results on an aggregated basis. Recent Accounting Pronouncements ASU 2017-13 In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842). The effective date for ASU 2017-13 is for fiscal years beginning after December 15, 2018. We are currently evaluating the impact of adopting ASU 2017-13 on our consolidated financial statements. ASU 2017-04 In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350), which simplifies the goodwill impairment test. The effective date for ASU 2017-04 is for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently evaluating the impact of adopting ASU 2017-04 on our consolidated financial statements. ASU 2017-01 In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018; however, early adoption is permitted with prospective application to any business development transaction. We are currently evaluating the impact of adopting ASU 2017-04 on our consolidated financial statements. ASU 2016-18 In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), which requires that restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total cash amounts shown on the statement of cash flows. The effective date for ASU 2016-18 is for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. We are currently evaluating the impact of adopting ASU 2016-18 on our consolidated financial statements. ASU 2016-15 In August 2016, the FASB issued AS 2016-15, Classification of Certain Cash Receipts and Cash Payments, which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The effective date for ASU 2016-15 is for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. We are currently evaluating the impact of adopting ASU 2016-18 on our consolidated financial statements. ASU 2016-10 In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which provides further guidance on identifying performance obligations and improves the operability and understandability of licensing implementation guidance. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) that clarifies how to apply revenue recognition guidance related to whether an entity is a principal or an agent. ASU 2016-08 clarifies that the analysis must focus on whether the entity has control of the goods or services before they are transferred to the customer and provides additional guidance about how to apply the control principle when services are provided and when goods or services are combined with other goods or services. The effective date for ASU 2016-10 is the same as the effective date of ASU 2016-08 and ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years. Effective January 1, 2018, the Company will adopt the requirements of Topic 606 using the modified retrospective method. Upon adoption, the Company will recognize the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. Using the modified retrospective method of adoption, the comparative information for periods prior to 2018 will not be restated and instead will continue to be reported under the accounting standards in effect for those periods. The Company anticipates that the adoption of the new standard will not result in a material difference between the recognition of revenue under Topic 606 and prior accounting standards. For the majority of the Company’s net sales, revenue will continue to be recognized when products are shipped from our distribution facilities, or when received by the customers, depending upon the terms of the contract. In addition, to meet the disaggregation disclosure requirements under Topic 606, the Company anticipates its disclosure of revenue disaggregation will be by major product group, geographic area and major sales channels. F- 12 ASU 2016-09 In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation, or ASU No. 2016-09. The areas for simplification in this update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public entities, the amendments in this update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. Adoption of this new standard did not have any impact on the Company’s consolidated financial statements. ASU 2016-01 In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. Adoption of this new standard did not have any impact on the Company’s consolidated financial statements. ASU 2015-17 In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. Currently deferred taxes for each tax jurisdiction are presented as a net current asset or liability and net noncurrent asset or liability on the balance sheet. To simplify the presentation, the new guidance requires that deferred tax liabilities and assets for all jurisdictions along with any related valuation allowances be classified as noncurrent in a classified statement of financial position. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company adopted this guidance in the fourth quarter of the year ended December 31, 2015 on a retrospective basis. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements, and did not have any effect on prior periods due to the full valuation allowance against the Company’s net deferred tax assets. F- 13 ASU 2015-16 In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement –Period Adjustments. Changes to the accounting for measurement-period adjustments relate to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill as a result of changes made to the balance sheet amounts of the acquiree. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. The new standard is effective for both public and private companies for periods beginning after December 15, 2015. Adoption of this new standard did not have any impact on the Company’s consolidated financial statements. ASU 2015-11 In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330). ASU 2015-11 simplifies the accounting for the valuation of all inventory not accounted for using the last-in, first-out (“LIFO”) method by prescribing that inventory be valued at the lower of cost and net realizable value. ASU 2015-11 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. Adoption of this new standard did not have any impact on the Company’s consolidated financial statements. ASU 2015-05 In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40). ASU 2015-05 provides guidance regarding the accounting for a customer’s fees paid in a cloud computing arrangement; specifically about whether a cloud computing arrangement includes a software license, and if so, how to account for the software license. ASU 2015-05 is effective for public companies’ annual periods, including interim periods within those fiscal years, beginning after December 15, 2015 on either a prospective or retrospective basis. Early adoption is permitted. Adoption of this new standard did not have any impact on the Company’s consolidated financial statements. ASU 2015-07 In May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) This guidance eliminates the requirement to categorize investments within the fair value hierarchy if their fair value is measured using the net asset value (“NAV”) per share practical expedient in the FASB’s fair value measurement guidance. The new standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Adoption of this new standard did not have any impact on the Company’s consolidated financial statements F- 14 ASU 2015-03 In April 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments are effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The amendments are to be applied on a retrospective basis, wherein the balance sheet of each individual period presented is adjusted to reflect the period-specific effects of applying the new guidance. The Company reclassified debt issuance cost of $160,950 and $378,852 from other assets to liabilities and netted off with the related loans in the liabilities as of December 31, 2016 and 2015, respectively. ASU 2015-02 In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (“VIE”), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. Adoption of this new standard did not have any impact on the Company’s consolidated financial statements. ASU 2015-01 In January 2015, the FASB issued ASU No. 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This ASU eliminates from U.S. GAAP the concept of extraordinary items. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. Adoption of this new standard did not have any impact on the Company’s consolidated financial statements. ASU 2014- 16 In November 2014, the FASB issued ASU 2014-16, “Derivatives and Hedging (Topic 815).” ASU 2014-16 addresses whether the host contract in a hybrid financial instrument issued in the form of a share should be accounted for as debt or equity. ASU 2014-16 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We do not currently have issued, nor are we investors in, hybrid financial instruments. Adoption of this new standard did not have any impact on the Company’s financial position, results of operations or cash flows. F- 15 ASU 2014-12 In June 2014, the FASB issued ASU No. 2014-12, “Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Adoption of this new standard did not have any impact on the Company’s financial position, results of operations or cash flows. ASU 2014-08 In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) and Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 amends the definition for what types of asset disposals are to be considered discontinued operations, as well as amending the required disclosures for discontinued operations and assets held for sale. ASU 2014-08 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2014. The adoption of ASU 2014-08 did not have any effect on our financial position, results of operations or cash flows. There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s condensed financial position, results of operations or cash flows. F- 16 Note 3 – Acquisitions Asset Purchase Agreement with Factor Nutrition Labs, LLC: On January 22, 2015 (the “Closing Date”), the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Factor Nutrition Labs, LLC, a Delaware limited liability company (the “Seller”), Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. (each a “Principal Owner”). Pursuant to the Purchase Agreement, the Company purchased all of the assets of the Seller’s line of business and products called FOCUS Factor (the product plus the business related to the product is collectively referred to as the “Focus Factor Business”) and assumed the accounts payable and contractual obligations of the Focus Factor Business for an aggregate purchase price of $6.0 million, with $4.5 million paid on the Closing Date, and $750,000 to be paid on or before January 20, 2016 and an additional $750,000 to be paid on or before January 20, 2017 , both of which payments were made on a timely basis. Distribution Agreement On January 22, 2015, the Company and Knight Therapeutics (Barbados) Inc. (“Knight”) entered into a Distribution, License and Supply Agreement (the “Distribution Agreement”), pursuant to which the Company granted to Knight an exclusive license to commercialize FOCUSFactor, FOCUSFactor Kids and Synergy Strip and all improvements thereto (together the “Licensed Products”) and appointed Knight as the exclusive distributor to offer to sell and sell the Licensed Products in Canada, and, at Knight’s election, one or more of Israel, Russia, and Sub-Saharan Africa. The Distribution Agreement provides that Knight may sublicense its rights or use sub-distributors under the Distribution Agreement on terms consistent with the terms of the Distribution Agreement. During the term of the Distribution Agreement, Knight agrees to obtain from the Company all its requirements for the Licensed Products and the Company agrees to supply the Licensed Products at its adjusted production cost plus a designated percentage and any applicable taxes. In the event of a long term inability by the Company to supply Knight with the Licensed Products, Knight is entitled to require, among other remedies, the Company to grant a Knight-designated third party a non-exclusive license to use all relevant intellectual property to manufacture and supply Knight with the Licensed Products for commercialization in the Territory. The term of the Distribution Agreement runs until 15 years from the date of the first commercial sale of a Licensed Product in Canada, and the Distribution Agreement will automatically renew for successive 15-year periods unless either party provides the other with written notice of its intention not to renew (a “Non-Renewal Notice”). The Company agrees that in the event it issues a Non-Renewal Notice, the Company will pay to Knight a non-renewal fee equal to the net sales of the Licensed Products achieved by Knight in the Territory during the eight calendar quarters preceding the date of such notice, plus all applicable taxes. Distribution Option Agreement In connection with the Loan Agreement, the Company entered into a Product Distribution Option Agreement, dated January 22, 2015 (the “Option Agreement”), pursuant to which the Company granted Knight the exclusive right to negotiate the exclusive distribution rights of any one or more of the Company’s products, including products from the Focus Factor Business, for the territories of Canada, Russia, Sub-Saharan Africa and Israel (the “Option”), pursuant to designated parameters. The Option Agreement is effective upon the date of the Option Agreement, will run until January 31, 2045, and will automatically renew thereafter for successive five-year periods unless either party provides a notice of termination prior to the Option Agreement’s expiration. If Knight does not exercise the option then the Company is free to contract for distribution with other parties, but only on terms no less favorable than those offered by Knight pursuant to the Option Agreement. On December 3, 2015, we entered into an Amendment to First Amendment Agreement (the “Second Amendment Agreement”) with Knight pursuant to which we agreed to grant distribution rights to Knight for Breakthrough’s products. To satisfy this obligation, on December 3, 2015, we also entered into an Amendment and Confirmation Agreement (the “Confirmation Agreement”) with Knight, Nomad and Breakthrough to amend the Distribution, License and Supply Agreement dated January 22, 2015 (the “Distribution Agreement”) between us and Knight to grant to Knight an exclusive license to commercialize any and all Nomad and Breakthrough products and appoint Knight as the exclusive distributor to offer and sell those products in Canada, Israel, Romania, Russia and each of the countries within Sub-Saharan Africa, which is the new “Territory” under the Distribution Agreement, as amended. Pursuant to the Second Amendment Agreement, Nomad will buy all Flat Tummy Tea products within the Territory for direct to consumer sales exclusively from Knight and/or its affiliates at cost of goods plus 60% of gross sales. On December 23, 2016, we entered into a FOCUSFactor Distribution Agreement (Canada) with Knight whereas the Company was appointed the exclusive Third Party distributor or FOCUSFactor products in Canada. In conjunction with this agreement, we are required to pay Knight a distribution amount equal to 30% of gross sales on revenue generated from direct sales and 5% of gross sales on revenue generated from retail sales. This distribution agreement has a minimum amount due of $100,000 Canadian, annually. F- 17 The Company has accounted for this transaction under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price is allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values based on the management’s estimates as of the date of the acquisition. The Company expects to retain the services of independent valuation firm to determine the fair value of these identifiable intangible assets. Once determined, the Company will reallocate the purchase price of the acquisition based on the results of the independent evaluation if they are materially different from the allocations as recorded on January 22, 2015. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: Assets Accounts receivable $ 2,733,167 Inventory 67,113 Intellectual property 1,000,000 Non-compete provision 50,000 Non-solicitation provision 50,000 Intangible assets-Customer relationships 1,941,030 Goodwill 2,071,517 Liabilities Accounts payable (971,381 ) Accrued expenses (941,446 ) $ 6,000,000 During the first quarter of 2016, the Company consulted with a valuation professional to assist in determining the fair value of the identifiable FOCUSfactor intangible assets. As a result of this work, the Company increased the amount allocated to the FOCUSfactor indefinite-lived brand and patent by $450,000 and reduced the amount recorded to goodwill by an identical amount. This adjustment had no effect on the income statement for the year ended December 31, 2015. The Company believes that the restated amount of $1,450,000 properly states the fair value of the FOCUSfactor brand and patent. The final allocation of the purchase price to the assets acquired and liabilities assumed based on the independent valuation is as follows: Assets Accounts receivable $ 2,733,167 Inventory 67,113 Intellectual property 1,450,000 Non-compete provision 50,000 Non-solicitation provision 50,000 Intangible assets-Customer relationships 1,941,030 Goodwill 1,621,517 Liabilities Accounts payable (971,381 ) Accrued expenses (941,446 ) $ 6,000,000 The Customer relationships, the non-compete and the non-solicitation provisions will be amortized over their estimated useful lives of 5 years. Intellectual property is not amortized and will be tested for impairment. During each of the years ended December 31, 2017 and 2016, the Company charged to operations amortization expense of $408,206. F- 18 The purchase price allocated to the acquisition of the assets of Factor Nutrition Labs, LLC is made up as follows: Amount Cash payment made on January 22, 2015 $ 4,500,000 Cash payment made on January 20, 2016 750,000 Cash payment made on January 20, 2017 750,000 Total $ 6,000,000 Asset Purchase Agreement with Knight Therapeutics Inc.: On June 26, 2015 (the “Closing Date”), Neuragen Corp., a Delaware corporation (“Neuragen”) and our wholly owned subsidiary, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Knight Therapeutics Inc., a Canadian corporation (“Knight Canada”). Pursuant to the Purchase Agreement, Neuragen purchased the U.S. rights related to an innovative OTC product that helps relieve pain caused by diabetic nerve damage (the “Purchased Assets”) for an aggregate purchase price of $1.2 million, with (i) $250,000 paid on the Closing Date, (ii) $250,000 to be paid on or before June 30, 2016, (iii) $700,000 to be paid in quarterly installments (beginning with the quarter ending September 30, 2015) equal to the greater of $12,500 or 5% of U.S. net sales, and (iv) 2% of U.S. net sales of Neuragen for 60 months thereafter. The payment of such amounts is secured by a security interest in certain assets, undertakings and property (“Collateral”) pursuant to the Security Agreement, which will be released upon receipt of total payments of $1.2 million (collectively, “Total Consideration”). The Company has recorded present value of future payments of $282,240 and $290,947 as of December 31, 2017 and 2016, respectively. The Company has recorded interest expense of $41,292 and $59,358 for the years ended December 31, 2017 and 2016, respectively. Security Agreement On the Closing Date, Neuragen entered into a Security Agreement with Knight Canada, pursuant to which Neuragen granted a lien and security interest to Knight Canada in Collateral in connection with the Purchase Agreement. The Security Agreement was made to secure the payment of all indebtedness, obligations and liabilities of Neuragen of the Purchase Agreement, including all expenses and charges, legal or otherwise, suffered or incurred by Knight Canada in collecting or enforcing such indebtedness of the Purchase Agreement. The Security Agreement includes customary events of default, including but not limited to: payment defaults; Neuragen becoming insolvent or entering into bankruptcy; or if any contemplated security ceases to be a valid and perfected first-priority security interest that is not remedied within fifteen business days by Neuragen. Upon the occurrence of an event of default and during the continuation thereof, the principal amount of the outstanding Total Consideration will bear a default interest rate of an additional 10% per annum. F- 19 The acquisition was treated as an acquisition of assets as the transaction involved the acquisition of a brand and a license agreement. The allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: Assets Accounts receivable $ 58,054 Inventory 204,925 Intangible property 100,000 License agreement 606,553 Liabilities Accounts payable (51,795 ) Accrued expenses (148,520 ) $ 769,217 The intangible property and license agreement will be amortized over their estimated useful lives of 5 years. During each of the years ended December 31, 2017 and 2016, the Company charged to operations amortization expense of $141,311. Contribution Agreement with Hand MD Corp.: On August 18, 2015 (the “Closing Date”), we entered into a Contribution Agreement with Hand MD Corp., a Delaware corporation, whereby we contributed to Hand MD Corp. 2,142,857 shares of our common stock in exchange for 50% of Hand MD Corp.’s outstanding capital securities valued at $0.70 per share. Simultaneously, Hand MD, LLC, a California limited liability company, entered into a Contribution Agreement with Hand MD Corp., the principal owners of Hand MD, LLC, and us whereby Hand MD LLC contributed to Hand MD Corp. all of its right, title and interest in its intellectual property associated with skincare, nail care and nail polish products (the “Hand MD Business”) in exchange for the other 50% of Hand MD Corp.’s outstanding capital securities. In the Contribution Agreement among Hand MD Corp., Hand MD, LLC, the principal owners of Hand MD, LLC and us, Hand MD, LLC and its principal owners agreed to not compete or solicit customers or employees for five years. As part of the transaction, we also purchased from Hand MD Corp. all inventory related to the Hand MD Business for approximately $106,000. The Company has recorded 50% of the present value of future royalty payments of $221,222 and $313,752 as of December 31, 2017 and 2016, respectively. We also entered into a license agreement with Hand MD Corp. on August 18, 2015, whereby we acquired the exclusive worldwide license to commercialize Hand MD Corp. skincare products and all improvements thereto. The license runs in perpetuity unless earlier terminated. We will pay Hand MD Corp. a royalty of 5% of the net sales price of product sold, transferred or otherwise disposed of by us, as well as 5% of any amount we receive from sublicensees, subject to a minimum royalty of $250,000 in the second year of the license and $500,000 in the third year of the license, after which the minimum royalty terminates. We are solely responsible for any regulatory and intellectual property filings, including those necessary to maintain regulatory approvals for the licensed products. Either we or Hand MD Corp. can terminate the agreement in the event of bankruptcy or insolvency of the other party, or the uncured material breach of the agreement by the other party. Upon termination we would be entitled to sell any inventory of licensed product in the normal course of business and consistent with sales of licensed product during the term of the agreement. The Contribution Agreements and the License Agreement contain customary representations and warranties and covenants by the respective parties. F- 20 We also entered into a Consulting Agreement on August 18, 2015, with Kara Harshbarger, the co-founder of Hand MD, LLC, pursuant to which she will provide marketing and sales related services. We will pay Ms. Harshbarger $10,000 a month for one year unless the Consulting Agreement is terminated earlier by either party. If we terminate the Consulting Agreement without cause, we will be obligated to pay the remaining term of the Agreement. Ms. Harshbarger agreed not to compete with us in the United States in any marketing or sales of skincare, nail polish and nail care products during the term of the Consulting Agreement and for 12 months after its termination. Ms. Harshbarger also agreed not to solicit customers or employees for the same period. The acquisition was treated as an acquisition of assets as the transaction involved the acquisition of a brand and a license agreement. The allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: Assets Intangible property $ 100,000 License agreement 1,670,675 Liabilities - Royalty payable (258,897 ) Others (11,778 ) $ 1,500,000 The intangible property and license agreement will be amortized over their estimated useful lives of 5 years. During each of the years ended December 31, 2017 and 2016, the Company charged to operations amortization expense of $354,135. Stock Purchase Agreement with Breakthrough Products, Inc.: On November 12, 2015 (the “UrgentRx Closing Date”), we entered into a Stock Purchase Agreement (the “UrgentRx SPA”) with Breakthrough Products, Inc., a Delaware corporation (“Breakthrough”), URX ACQUISITION TRUST, a Delaware statutory trust, (the “Trust”), Jordan Eisenberg, the chief executive officer and a shareholder of Breakthrough (“Eisenberg”), and the other shareholders of Breakthrough (Eisenberg and such other shareholders collectively referred to as the “UrgentRx Sellers”) for the purchase of all the issued and outstanding capital stock of Breakthrough for 6,000,000 shares of our common stock (“UrgentRx Equity Consideration”). Breakthrough is engaged in the business of developing and selling treatments for headache, heart burn, allergy attack, ache and pain and upset stomach in the form of powders (“UrgentRx”). In addition to the UrgentRx Equity Consideration, we agreed to pay a royalty to the Trust, for the benefit of the UrgentRx Sellers, equal to 5% of gross sales of the UrgentRx following the first $5,000,000 in gross sales by the UrgentRx Products, on a quarterly basis for a period of seven years from the UrgentRx Closing Date. Following the UrgentRx Closing Date, we discovered certain liabilities and obligations of Breakthrough that required an adjustment to the UrgentRx Equity Consideration and the royalty payments. On December 17, 2015, we entered into a Settlement and Release Agreement (the “Settlement Agreement”) with the UrgentRx Sellers, the Trust, on its own behalf and as the representative of the UrgentRx Sellers, David T. Leyrer, Michael Valentino, Ron Fugate, and Randall Kaplan (collectively with Leyrer, Valentino, Fugate, the “Former Directors”) to resolve the post-closing liabilities. Pursuant to the terms of the Settlement Agreement, 3,000,000 shares of the Equity Consideration were returned by the Trust to us and our obligation to pay royalties to the Trust was reduced from seven years to five years. The Settlement Agreement further contained mutual releases among us, the UrgentRx Sellers, and the Former Directors, with limited exceptions. Additionally, we issued a three-year warrant to the Trust with a $5.00 per share exercise price. We may redeem the warrant at a price of $0.001 per share if our common stock is traded on the OTCBB or on a national securities exchange, and the per share closing sale price of our common stock equals or exceeds the exercise price for a period of 90 consecutive calendar days. In the event of a reorganization or reclassification of our capital stock, the merger or consolidation of our company into another entity or the sale or transfer of all or substantially all of our assets, the warrant will terminate if not exercised prior to the date of such event. F- 21 The Company has accounted for this transaction under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price is allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values based on the management’s estimates as of the date of the acquisition. The Company expects to retain the services of independent valuation firm to determine the fair value of these identifiable intangible assets. Once determined, the Company will reallocate the purchase price of the acquisition based on the results of the independent evaluation if they are materially different from the allocations as recorded on November 12, 2015. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: Assets Cash $ 2,298,619 Accounts receivable (68,976 ) Inventory 234,709 Prepaid expenses 57,569 Intellectual property 100,000 Non-compete provision 50,000 Goodwill 3,253,160 Liabilities Accounts payable (741,822 ) Accrued expenses (2,202,848 ) $ 2,980,411 The preliminary purchase price allocated to the acquisition of the assets of UrgentRx is made up as follows: Amount Stock payment $ 2,550,000 Stock warrants issued 430,411 Total $ 2,980,411 During the second quarter of 2016, the Company consulted with a valuation professional to assist in determining the fair value of the identifiable Breakthrough Products, Inc.’s intangible assets. As a result of this work, the Company increased the amount allocated to the UrgentRx patent by $150,000, decreased the amount allocated to a Non-Compete agreement by $50,000 and reduced the amount recorded to goodwill by the identical amounts. In addition, it was determined that an incorrect stock price was used to calculate the purchase price of the transaction. As a result of this determination, the Company decreased Additional Paid In Capital and Goodwill by $1,170,000. These adjustments had no effect on the income statement for the year ended December 31, 2015. The Company believes that these restated amounts properly state the fair value of the Breakthrough Products, Inc. transaction. The final allocation of the purchase price to the assets acquired and liabilities assumed based on the independent valuation is as follows: Assets Cash $ 2,298,619 Accounts receivable (68,976 ) Inventory 234,709 Prepaid expenses 57,569 Intellectual property 250,000 Non-compete provision - Goodwill 1,983,160 Liabilities Accounts Payable (741,822 ) Accrued Expenses (2,202,848 ) $ 1,810,411 The Intellectual property will be amortized over its estimated useful live of 5 years and the non-compete provision will be amortized over its term of 3 years. During the years ended December 31, 2017 and 2016, the Company charged to operations amortization expense of $0 and $51,667, respectively. As of December 31, 2016 our review of intangible assets and Goodwill related to UrgentRx did indicate that the carrying amount of these assets may not be recoverable. It was determined that the net balance of $193,750 of intangible assets and $1,983,160 of Goodwill would be fully impaired and accordingly the Company recorded impairment loss of $2,176,910 during the year ended December 31, 2016. The adjusted purchase price allocated to the acquisition of the assets of UrgentRx is made up as follows: Amount Stock payment $ 1,380,000 Stock warrants issued 430,411 Total $ 1,810,411 Stock Purchase Agreement with TPR Investments Pty Ltd: On November 15, 2015 (the “Flat Tummy Tea Closing Date”), we entered into a Stock Purchase Agreement (the “Flat Tummy Tea SPA”) with TPR Investments Pty Ltd ACN 128 396 654 as trustee for Polmear Family Trust (the “Flat Tummy Tea Seller”), Timothy Polmear and Rebecca Polmear and NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea, an Australian proprietary limited company (“NomadChoice”) for the purchase of all the issued and outstanding capital stock of NomadChoice for $4,000,000 (AUD) in cash consideration (the “Cash Consideration”) and 3,571,428 shares of our common stock (“Flat Tummy Tea Equity Consideration”). In addition to the Cash Consideration and the Flat Tummy Tea Equity Consideration, we have also agreed to pay the Flat Tummy Tea Seller certain earn-out payments of up to $3,500,000 (AUD) in aggregate upon certain EBITDA thresholds are met as of June 30, 2016, as described in the Flat Tummy Tea SPA. This full earn-out payment was distributed on March 4, 2016. Flat Tummy Tea is engaged in the business of developing, manufacturing, and selling herbal detox tea (“Flat Tummy Tea”). The Company has accounted for this transaction under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price is allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values based on the management’s estimates as of the date of the acquisition. The Company expects to retain the services of independent valuation firm to determine the fair value of these identifiable intangible assets. Once determined, the Company will reallocate the purchase price of the acquisition based on the results of the independent evaluation if they are materially different from the allocations as recorded on November 1, 2015. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: F- 22 Assets Cash $ 1,584,642 Other receivable 30,684 Inventory 134,212 Prepaid expenses 141,070 Fixed assets, net 5,698 Intangible assets, Net 3,493 Blogger database 200,000 Customer database 500,000 Intellectual property 100,000 Non-compete provision 50,000 Goodwill 6,174,899 Liabilities Accounts payable (77,064 ) Accrued expenses (56,224 ) Dividends payable (1,177,152 ) Provision for income tax (518,558 ) $ 7,095,700 During second quarter of 2016, the Company consulted with a valuation professional to assist in determining the fair value of the identifiable NomadChoice’s intangible assets. As a result of this work, the Company increased the amount allocated to the Customer Database by $215,000, decreased the amount allocated to Intellectual Property by $100,000 and decreased the amount allocated to the Blogger Database by $115,000. These adjustments had no effect on the income statement for the year ended December 31, 2015. The Company believes that these restated amounts properly state the fair value of the TPR Investments Pty Ltd. transaction. The final allocation of the purchase price to the assets acquired and liabilities assumed based on the independent valuation is as follows: Assets Cash $ 1,584,642 Other receivable 30,684 Inventory 134,212 Prepaid expenses 141,070 Fixed assets, net 5,698 Intangible assets, Net 3,493 Blogger database 85,000 Customer database 715,000 Intellectual property - Non-compete provision 50,000 Goodwill 6,174,899 Liabilities Accounts payable (77,064 ) Accrued expenses (56,224 ) Dividends payable (1,177,152 ) Provision for income tax (518,558 ) $ 7,095,700 The Blogger Database, Customer Database, Intellectual property and non-compete provision will be amortized over its estimated useful lives of 5 years. During each of the years ended December 31, 2017 and 2016, the Company charged to operations amortization expense of $170,000. The purchase price allocated to the acquisition of the assets of NomadChoice is made up as follows: F- 23 Amount Cash $ 2,848,800 Stock issued at closing 1,750,000 Earn-out payment 2,496,900 Total $ 7,095,700 Asset Purchase Agreement with Perfekt Beauty Holdings LLC and CDG Holdings, LLC: On June 21, 2017, the Company entered into and simultaneously closed on an Asset Purchase Agreement with Perfekt Beauty Holdings LLC and CDG Holdings, LLC, which owns 92.3% of the issued and outstanding equity interests of Perfekt Beauty. Perfekt Beauty is engaged in the business of developing and selling skincare and cosmetics products under the brand Per-fekt. The acquisition was treated as an acquisition of assets as the transaction involved the acquisition of a brand and a license agreement. The allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows: Accounts Receivable $ 52,439 Inventory 290,174 Intellectual Property 10,000 Accounts Payable (111,217 ) Consideration paid in 473,326 shares of common stock $ 241,396 As additional consideration, the Company will pay quarterly royalties equal to 5% of net sales for 10 years following the closing date. The purchase price was subject to adjustment as provided in the Purchase Agreement, based on the final amounts of accounts payable, accounts receivable and new and unsold inventory. Note 4 – Income Taxes The Company utilizes FASBASC740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. On December 22, 2017, the Tax Cuts and Jobs Act (the TCJA), which significantly modified U.S. corporate income tax law, was signed into law by President Trump. The TCJA contains significant changes to corporate income taxation, including but not limited to the reduction of the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and generally eliminating net operating loss carrybacks, allowing net operating losses to carryforward without expiration, one-time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits (including changes to the orphan drug tax credit and changes to the deductibility of research and experimental expenditures that will be effective in the future). Notwithstanding the reduction in the corporate income tax rate, the overall impact of the new federal tax law is uncertain, including to what extent various states will conform to the newly enacted federal tax law. The Company has not recorded the necessary provisional adjustments in the financial statements in accordance with its current understanding of the TCJA and guidance currently available as of this filing. But is reviewing the TCJA ’ s potential ramifications. The Company generated a deferred tax asset through net operating loss carry-forwards. Based upon Management’s evaluation, a valuation allowance of 100% has been established due to the uncertainty of the Company’s realization of the benefit derived from net operating loss carry-forwards. Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or noncurrent depending on the periods in which the temporary differences are expected to reverse. The Company does not have any uncertain tax positions. Income tax expense for the years ended December 31, 2017 and 2016 was $289,811 and $944,358, respectively, due to Foreign Income Tax relating to NomadChoice in Australia. F- 24 The table below summarizes the differences between the U.S. statutory federal rate and the Company’s effective tax rate for the years ended December 31, 2017 and 2016: December 31, 2017 December 31, 2016 U.S. Statutory Rate 34 % 34 % U.S. effective rate in excess of AU/CA rate (1 )% (1 )% U.S. valuation allowance (34 )% (34 )% Foreign Tax - Australia/Canada 40 % 638 % Total provision for income taxes 39 % 637 % The Company has deferred tax assets, which have been fully reserved, as follows as of December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Deferred tax assets $ 7,174,556 $ 12,950,124 Valuation allowance for deferred tax assets (7,174,556 ) (12,950,124 ) Net deferred tax assets $ - $ - Taxes accrued and paid for the tax year December 31, 2016 are attributable to NomadChoice Pty, Ltd., the Company’s wholly-owned subsidiary which is subject to income taxes in Australia, the jurisdiction in which it operates. Tax expense was $289,811 and $944,358 for 2017 and 2016, respectively. The effective tax rate is attributable to the Company’s world wide income/(loss) as it relates to the income tax expense due in Australia. The “TCJA” added a one-time taxation of offshore earnings for the period ending December 31, 2017 (IRC Sec. 965), regardless of whether they are repatriated (“Deemed Repatriation”). The Company anticipates the one-time taxation of offshore earnings relating to its foreign subsidiaries is applicable for the 2017 year end. The Company is reviewing its potential tax liability at December 31, 2017, but has not fully completed the view. It is anticipated that such amount will not be a material amount at December 31, 2017. The Company also has net operating loss carryforwards of approximately $33,634,744 and $32,720,733 (United States and Canada) included in the deferred tax asset table above for 2017 and 2016, respectively, the majority attributable to the acquisition of Breakthrough Products, Inc. However, due to limitations of carryover attributes and separate return limitation year rules, it is unlikely the company will benefit from the NOL’s and thus Management has determined a 100% valuation reserved is required. Further, the Company has not completed an evaluation of the NOL’s attributable to Breakthrough Products, Inc. at the date of this report. The total deferred tax asset is calculated by multiplying a domestic (US) 21 percent marginal tax rate for 2017 and 36 percent marginal tax rate for 2016 by the cumulative Net Operating Loss Carryforwards (“NOL”).The Company currently has net operating loss carryforwards approximately aggregating $33,634,744 and $32,720,733 for 2017 and 2016, respectively, which expire through 2035. The deferred tax asset related to the NOL carryforwards Management has determined based on all the available information that a 100% Valuation reserve is required. For U.S. purposes, the Company has not completed its evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382, change of ownership rules. If the Company has had a change in ownership, the NOL’s would be limited as to the amount that could be utilized each year, based on the Code. Note 5 – Accounts Receivable Accounts receivable, net of allowances for sales returns and doubtful accounts, consisted of the following: December 31, 2017 December 31, 2016 Trade accounts receivable $ 4,333,608 $ 2,195,391 Less allowances - - Total accounts receivable, net $ 4,333,608 $ 2,195,391 During each of the years ended December 31, 2017 and 2016, the Company charged $0 to bad debt expense. F- 25 Note 6 – Prepaid Expenses At December 31, 2017 and 2016, prepaid expenses consisted of the following: December 31, 2017 December 31, 2016 Advances for inventory $ 206,973 $ 188,980 Components 104,668 - Media production 109,388 207,555 Insurance 41,548 70,392 Trade shows 17,150 46,700 Deposits 44,841 6,228 Consultants - 15,000 Rent 19,500 15,452 Promotion - Bloggers 246,592 426,220 License agreement 158,333 258,333 Software subscriptions 20,513 88,782 Rebranding 32,841 - Clinical research 47,490 - Advertising 2,500 - Promotions 37,500 - Miscellaneous 53,414 24,960 Total $ 1,143,251 $ 1,348,602 Note 7 – Concentration of Credit Risk Cash and cash equivalents The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At December 31, 2017 and 2016, the uninsured balance amounted to $1,557,373 and $2,038,985, respectively. Accounts receivable As of December 31, 2017 and 2016, three customers accounted for 88% and 91%, respectively, of the Company’s accounts receivable. Major customers For the year ended December 31, 2017, two customers accounted for approximately 42% of the Company’s net revenue. For the year ended December 31, 2016, three customers accounted for approximately 34% of the Company’s net revenue. Substantially all of the Company’s business is with companies in the United States. Major suppliers For each of the years ended December 31, 2017 and 2016, our products were made by the following suppliers: FOCUSfactor Atrium Innovations - Pittsburgh, PA Vit-Best Nutrition, Inc. - Tustin, CA Flat Tummy Tea Caraway Tea Company, LLC - Highland, NY Neuragen C-Care, LLC - Linthicum Heights, MD UrgentRx Capstone Nutrition - Ogden, UT Hand MD HealthSpecialty - Santa Fe Springs, CA Sneaky Vaunt Dongguan Jingrui - China The Queen Pegasus Skin Actives - Gilbert, AZ The Queen Pegasus Ningbo Beautiful Daily Cosmetics - Zhejiang, China It is the opinion of management that the products can be produced by other manufacturers and the choice to utilize these suppliers is not a significant concentration. F- 26 Note 8 – Inventory Inventory consists of finished goods, components and raw materials. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or market. The carrying value of inventory consisted of the following: December 31, 2017 December 31, 2016 Finished goods $ 1,507,344 $ 474,420 Components 1,197,228 431,241 Inventory in transit 45,188 104,500 Raw Materials 92,616 92,616 Total inventory $ 2,842,376 $ 1,102,777 As of January 22, 2015, inventory was pledged to Knight under the Loan Agreement (see note 12). As of December 31, 2017 and 2016, $45,188 and $104,500, respectively, of the Company’s inventory was in transit. Note 9 – Fixed Assets and Intangible Assets As of December 31, 2017 and 2016, fixed assets and intangible assets consisted of the following: December 31, 2017 December 31, 2016 Property and equipment $ 437,358 $ 308,084 Less accumulated depreciation (144,153 ) (50,698 ) Fixed assets, net $ 293,205 $ 257,386 Depreciation expense for the years ended December 31, 2017 and 2016 was $108,126 and $44,480, respectively. December 31, 2017 December 31, 2016 FOCUSfactor intellectual property $ 1,450,000 $ 1,450,000 Per-fekt intellectual property 10,000 - Intangible assets subject to amortization 7,134,952 5,373,017 Less accumulated amortization and impairment (3,062,742 ) (1,677,583 ) Intangible assets, net $ 5,532,210 $ 5,145,434 Amortization expense for the years ended December 31, 2017 and 2016 was $1,385,159 and $1,126,298, respectively. Impairment of intangible assets for the year ended December 31, 2016 was $193,750. These intangible assets were acquired through the Asset Purchase Agreement and the Stock Purchase Agreements disclosed in Note 3. The estimated aggregate amortization expense over each of the next five years is as follows: 2018 $ 1,661,798 2019 1,661,640 2020 748,663 2021 8 F- 27 Note 10 – Related Party Transactions The 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 to a company owned by Mr. 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. 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 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). 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, 2017 and 2016, the Company owed Knight $575,000 and $625,000 in relation to 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. The Company will pay Ms. Harshbarger $10,000 a month for one year unless the Consulting Agreement is terminated earlier by either party. The Company decided to extend the contract on a month to month basis. Hand MD, LLC is a 50% owner in Hand MD Corp. The Company expensed $120,000 through payroll for each of the years ended December 31, 2017 and 2016. As of December 31, 2017 and 2016, the total outstanding balance was $0. On November 12, 2015, the Company entered into a Loan Agreement with Knight Therapeutics (Barbados) Inc., a related party, 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). 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. On 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. On 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). The 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. The 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. The 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. The 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. The 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. The Company expensed royalty of $380,166 and $543,881 for the years ended December 31, 2017 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). F- 28 Note 11 – Accounts Payable and Accrued Liabilities As of December 31, 2017 and 2016, accounts payable and accrued liabilities consisted of the following: December 31, 2017 December 31, 2016 Accrued payroll $ 296,491 $ 275,913 Accrued legal fees 96,017 37,546 Commissions 178,286 - Manufacturers 2,147,751 1,459,460 Promotions 897,925 1,244,480 Returns allowance - 860,126 Professional Fees 45,921 - Accounting Fees 19,681 - Rent 19,500 - Customers 106,395 401,594 Interest 147,000 31,079 Royalties, related party 138,143 87,677 Warehousing 10,388 19,080 Others 225,050 141,964 Total $ 4,328,548 $ 4,558,919 Note 12 – Notes Payable The Company’s loans payable at December 31, 2017 and 2016 are as follows: December 31, 2017 December 31, 2016 Loans payable $ 10,344,739 $ 7,634,697 Unamortized debt discount - - Unamortized debt issuance cost (393,227 ) (163,549 ) Total 9,951,512 7,471,148 Less: Current portion (2,487,233 ) (6,640,903 ) Long-term portion $ 7,464,279 $ 830,245 $6,000,000 January 22, 2015 Loan: On January 22, 2015, the Company entered into a Loan and Security Agreement (“Loan Agreement”) with Knight Therapeutics (Barbados) Inc. (“Knight”), pursuant to which Knight agreed to loan the Company $6.0 million (the “Loan”), and which amount was borrowed at closing (the “Financing”) for the purpose of acquiring the Focus Factor Business (defined below). At closing, the Company paid Knight an origination fee of $120,000 and a work fee of $60,000 and also paid $40,000 of Knight’s expenses associated with the Loan. The Loan bears interest at a rate of 15% per year; provided, however, that upon the occurrence of an equity or convertible equity offering by the Company of at least $1.0 million, the interest rate will drop to 13% per year. Interest accrues quarterly and is payable in arrears on March 31, June 30, September 30 and December 31 in each year, beginning on March 31, 2015. All outstanding principal and accrued and unpaid interest is due on the earliest to occur of either January 20, 2017 (the “Maturity Date”), or the date that Knight, in its discretion, accelerates the Company’s obligations due to an event of default. The Company may extend the Maturity Date for two successive additional 12-month periods if at March 31, 2016 and March 31, 2017, respectively, the Company’s revenues exceed $13.0 million and its EBITDA exceeds $2.0 million for the respective 12-month period then ending. These covenants were achieved, therefore the Company chose to extend the loan for the first 12-month period. Principal payments under the Loan Agreement commenced on June 30, 2015 and continue quarterly as set forth on the Repayment Schedule to the Loan Agreement. F- 29 Subject to certain restrictions, the Company may prepay the outstanding principal of the Loan (in whole but not in part) at any time if the Company pays a concurrent prepayment fee equal to the greater of (i) the total unpaid annual interest that would have been payable during the year in which the prepayment is made if the prepayment is made prior to the first anniversary of the closing, and (ii) $300,000. The Company’s obligations under the Loan Agreement are secured by a first priority security interest in all present and future assets of the Company. The Company also agreed to not pledge or otherwise encumber its intellectual property assets, subject to certain customary exceptions. The Loan Agreement includes customary representations, warranties, and affirmative and restrictive covenants, including covenants to attain and maintain certain financial metrics, and to not merge or dispose of assets, acquire other businesses (except for businesses substantially similar or complementary to the Company’s business and the aggregate consideration to be paid does not exceed $100,000) or make capital expenditures in excess of $100,000 over the Company’s annual business plan in any year. The Loan Agreement also includes customary events of default, including payment defaults, breaches of covenants, change of control and material adverse effect default. Upon the occurrence of an event of default and during the continuation thereof, the principal amount of the Loan will bear a default interest rate of an additional 5%. In connection with the Loan Agreement, the Company issued to Knight a warrant that entitled Knight to purchase 4,595,187 shares of common stock of the Company (“Common Stock”) on or prior to close of business on January 30, 2015 (the “ST Warrant”). The aggregate exercise price of the Common Stock under the ST Warrant is $1.00. Knight exercised the ST Warrant on January 22, 2015. Also in connection with the Loan Agreement, the Company issued to Knight a warrant to purchase 3,584,759 shares of Common Stock on or prior to the close of business of January 22, 2025 (the “LT Warrant”). The exercise price per share of the Common Stock under the LT Warrant is $0.34. The LT Warrant provides for cashless exercise. The LT Warrant also provides that in the event the closing price of the Common Stock remains above $1.00 for six consecutive months, Knight will forfeit the difference between the number of shares acquired under the LT Warrant prior to 90 days after such six-month period, and 25% of the shares purchasable under the LT Warrant. The beneficial conversion feature of the warrants issued to the noteholders amounted to $1,952,953 (ST warrants) and $1,462,560 (LT warrants), respectively, and was recorded as debt discount of the corresponding debt. During 2016, this debt discount was fully expensed in conjunction with the cancellation of all warrants and options held by Knight. The Company also recorded deferred financing costs of $289,045 with respect to the above loan. The Company recognized amortization of deferred financing costs of $56,605 and $92,976 during the years ended December 31, 2017 and 2016, respectively. Unamortized debt issuance cost as of December 31, 2017 amounted to $3,257. The Company recognized and paid interest expense of $293,238 and $625,359 during the years ended December 31, 2017 and 2016, respectively. Accrued interest expense was $0 as of both December 31, 2017 and 2016. Loan payable balance was $562,500 and $2,812,500 as of December 31, 2017 and 2016, respectively. On December 22, 2016, we entered into Subscription Agreement with Knight Therapeutics (Barbados) Inc., or Knight, and issued 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. $1,500,000 January 22, 2015 Loan: On January 22, 2015, the Company issued a 0% promissory note in a principal amount of $1,500,000 in connection with an Asset Purchase Agreement (see note 1). The note has a maturity date of January 20, 2017, with $750,000 to be paid on or before January 20, 2016 and an additional $750,000 to be paid on or before January 20, 2017. Loan payable balance was $0 and $750,000 as of December 31, 2017 and 2016, respectively. The loan was paid in full in January 2017. $950,000 June 26, 2015 Security Agreement: On June 26, 2015, the Company, through its wholly owned subsidiary, Neuragen Corp. (“Neuragen”), issued a 0% promissory note in a principal amount of $950,000 in connection with an Asset Purchase Agreement (see note 1). The note requires $250,000 to be paid on or before June 30, 2016, and $700,000 to be paid in quarterly installments (beginning with the quarter ending September 30, 2015) equal to the greater of $12,500 or 5% of U.S. net sales, and 2% of U.S. net sales of Neuragen for 60 months thereafter. The payment of such amounts is secured by a security interest in certain assets, undertakings and property (“Collateral”) pursuant to the Security Agreement, which will be released upon receipt of total payments of $1.2 million. F- 30 The Company also recorded deferred financing costs of $10,486 with respect to the above agreement. The Company recognized amortization of deferred financing costs of $2,600 and $5,243 during the years ended December 31, 2017 and 2016, respectively. Unamortized debt issuance cost as of December 31, 2017 amounted to $0. The Company recorded present value of future payments of $282,240 and $290,947 as of December 31, 2017 and 2016, respectively. The Company recorded interest expense of $41,292 and $59,358 for the year ended December 31, 2017 and 2016, respectively. The Company made payments of $50,000 during 2017 and $300,000 during 2016. $5,500,000 November 12, 2015 Loan: On November 12, 2015, we entered into a First Amendment to Loan Agreement (“First Amendment”) with Knight, pursuant to which Knight agreed to loan us an additional $5.5 million, and which amount was borrowed at closing (the “Financing”) for the purpose of acquiring Breakthrough Products, Inc. and NomadChoice Pty Limited through Stock Purchase Agreements. At closing, we paid Knight an origination fee of $110,000 and a work fee of $55,000 and also paid $24,000 of Knight’s expenses associated with the Loan. The Loan bears interest at a rate of 15% per year. The interest rate will decrease to 13% if we meet certain equity-fundraising targets. The New Loan Agreement matured on November 11, 2017 and was fully paid. In connection with the New Loan Agreement, we issued Knight a warrant that entitles Knight to purchase 5,550,625 shares of our common stock (“Knight Warrant Shares”) representing approximately 6.5% of our fully diluted capital, which Knight exercised in full on November 12, 2015. Knight also received a 10-year warrant entitling Knight to purchase up to 4,547,243 shares of our common stock at $0.49 per share (“Knight Warrants”). The beneficial conversion feature of the warrants issued to the noteholders amounted to $2,553,287 (5,550,625 warrants) and $2,067,258 (4,547,243 warrants), respectively, and was recorded as debt discount of the corresponding debt. For derivative liability calculation on 4,547,243 warrants, refer to Note 17. During 2016, this debt discount was fully expensed in conjunction with the cancellation of all warrants and options held by Knight. The Company also recorded deferred financing costs of $233,847 with respect to the above loan. The Company recognized amortization of deferred financing costs of $101,088 and $117,083 during the years ended December 31, 2017 and 2016, respectively. Unamortized debt issuance cost as of December 31, 2017 amounted to $0. The Company recognized interest expense of $252,515 and $767,904 during the years ended December 31, 2017 and 2016, respectively. Accrued interest expense was $0 and $31,079 as of December 31, 2017 and 2016, respectively. The principal balance outstanding at December 31, 2017 and 2016 was $0 and $3,781,250, respectively. On December 22, 2016, we entered into Subscription Agreement with Knight Therapeutics (Barbados) Inc., or Knight, and issued 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. $10,000,000 August 9, 2017 Loan: On August 9, 2017, we entered into a Second Amendment to Loan Agreement (“Second Amendment”) with Knight, pursuant to which Knight agreed to loan us an additional $10 million, and an ongoing credit facility of up to $20 million, and which amount was borrowed at closing (the “Financing”) for working capital purposes. At closing, we paid Knight an origination fee of $200,000 and a work fee of $100,000 and also paid $100,000 of Knight’s expenses associated with the Loan. The Loan bears interest at 10.5% per annum. The new Loan Agreement matures on August 8, 2020. The Company also recorded deferred financing costs of $452,869 with respect to the above loan. The Company recognized amortization of deferred financing costs of $62,898 during the year ended December 31, 2017. Unamortized debt issuance cost as of December 31, 2017 amounted to $389,970. The Company recognized interest expense of $412,417 during the year ended December 31, 2017. Accrued interest was $147,000 as of December 31, 2017. Loan balance at December 31, 2017 was $9,500,000. F- 31 Note 13 – Stockholders’ Equity As of December 31, 2015, the Company committed to issue common stock valued at $68,000 for services rendered. During 2016, 213,742 shares of the Company’s common stock were issued valued at $0.32 per share. During the year ended December 31, 2016, the Company issued 71,248 shares of its common stock valued at $0.70 per share for services rendered. During the year ended December 31, 2016, the Company cancelled 713,767 shares of its common stock valued at $125,000 in conjunction with an agreement with a former shareholder. The Company committed to issue 125,000 shares to former shareholders valued at $56,250 recorded as settlement expense during the year. These shares were issued during 2017. During the year ended December 31, 2016, the Company issued 7,500,000 shares of its common stock valued at $1,456,492 in conjunction with an agreement to cancel all outstanding stock warrants and options issued along with the loans payable to the lender . During the year ended December 31, 2017, the Company issued 473,326 shares of its common stock valued at $0.51 per share in accordance with an asset purchase agreement entered into with Perfekt Beauty Holdings, LLC and CDG Holdings, LLC, in exchange for assets and liabilities related to the Per-fekt brand. During the year ended December 31, 2017, the Company sold 400,000 shares of its common stock valued at $220,000 to an employee of the Company. During the year ended December 31, 2017, the Company issued 100,000 shares of its common stock valued at $55,000 to an employee of the Company. As of December 31, 2017 and 2016, there were 89,862,683 and 88,764,357 shares of the Company’s common stock issued and outstanding, respectively. F- 32 Note 14 – Commitments and Contingencies Litigation: From time to time the Company may become a party to litigation in the normal course of business. Management believes that there are no current legal matters that would have a material effect on the Company’s financial position or results of operations. Employee Commitments The Company and Mr. Kadanoff entered into an employment agreement on October 10, 2017 with an initial term of 3 years. In exchange for his service as Chief Financial Officer, Mr. Kadanoff will receive an annual base salary of $450,000. He will receive a signing bonus consisting of: (i) 100,000 shares of the Company’s common stock, and (ii) a cash payment equal to the value of 100,000 shares of the Company’s common stock based on a price of $0.55 per share. He will receive an annual bonus for calendar year 2017 of $37,500. Beginning with calendar year 2018, Mr. 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 the Company’s common stock. In connection with his employment, Mr. Kadanoff has committed to purchasing 400,000 shares of our common stock from the Company for a price of $0.55 per share. The Company granted Mr. Kadanoff an option to purchase 1,500,000 shares of the Company’s common stock at an exercise price of $0.55 (the “Initial Option”). The Initial Option will vest in three (3) equal annual installments on the first three anniversaries of Mr. Kadanoff’s Start Date with the Company, provided that Mr. Kadanoff remains employed by the Company on each such date. The Initial Option will expire on the tenth anniversary of the grant date. Subject to the approval by the Board, during each calendar year of Mr. Kadanoff’s employment with the Company beginning with 2018, the Company will grant to him an option to purchase 500,000 shares of the Company’s common stock (such options collectively the “Additional Options”). The exercise price of each Additional Option will be the Fair Market Value of the common stock on the date each such Additional Option is granted. Each Additional Option will expire on the tenth anniversary of the date of grant of such Additional Option. The Additional Options will vest in three (3) equal annual installments on the first three anniversaries of the date of grant of such Additional Option, provided that Mr. Kadanoff remains employed by the Company on each such date. Upon the occurrence of a Change in Control , the vesting of stock options granted to Mr. Kadanoff will be accelerated subject to his continued service to the Company 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 Chairman of the Company. The Company and Mr. McCullough entered into an employment agreement on October 17, 2017 (the “Employment Agreement”) with an initial term of 3 years. In exchange for his service as President, Mr. McCullough will receive an annual base salary of $340,000. He will receive 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 the Company through such dates. Mr. McCullough will be eligible for an annual bonus of up to twenty-five percent (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 the Company’s Chief Executive Officer. Mr. McCullough will also be eligible for additional bonus compensation based on the Company’s achievement of certain annual earnings and retail sales goals established each year by the Company’s Chief Executive Officer. Subject to the Company’s achievement of an annual overall earnings goal and certain adjustments in the event of future acquisitions by the Company, Mr. McCullough will be eligible to receive five percent (5%) of all retail sales by the Company in excess of the annual retail sales goal set by the Chief Executive Officer. The Company granted Mr. McCullough an option to purchase 1,000,000 shares of the Company’s common stock, subject to the approval of the Company’s Board of Directors (the “Option Grant”). The Option Grant will vest in three (3) equal annual installments on the first three anniversaries of Mr. McCullough’s start date with the Company, provided that Mr. McCullough remains employed by the Company on each such date. The Option Grant will be granted under the Company’s 2014 Stock Incentive Plan pursuant to a stock grant agreement between the Company and Mr. McCullough. Operating leases In April 2014, a subsidiary entered into an extension of a non-cancellable operating lease for office space that expires on March 31, 2017. Rent expense under this lease for the period from acquisition until December 31, 2015 was $8,923 per month less a $3,010 per month sublease through March 2017. This lease has expired. On December 8, 2014, a subsidiary entered into a non-cancellable 36 month phone lease with an estimated cost of $894 a month. This lease expired in December 2017. In December 2015, a subsidiary entered into a non-cancellable operating lease for office space through November 2016. This lease was extended until April 2017 and expired. In December 2015, the Company entered into a non-cancellable operating lease for office space through December 2016. Rental payments under this lease were $5,500 per month. This lease has expired. On August 16, 2017, the Company entered into a sublease for office space, effective October 1, 2017 through May 2021. Rent expense under this lease will be $19,500 per month, and increasing annually on June 1. The following is a schedule by years of future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2017: Year ending December 31: 2018 $ 238,095 2019 245,234 2020 252,591 2021 106,540 2022 - Total $ 842,460 Note 15 – Stock Options 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. F- 33 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 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. During 2017 333,333 unvested options were cancelled due to termination of employee. On 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. On 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. On October 18, 2017, the Company granted 200,000 options with an exercise price of $0.70 per share to an employee of the Company. The following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees and consultants under a stock option plan at December 31, 2017: Options Outstanding Options Exercisable Exercise Price ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) $ 0.25 - 0.70 8,666,667 7.21 $ 0.51 5,941,667 $ 0.46 The stock option activity for the year ended December 31, 2017 is as follows: Options Outstanding Weighted Average Exercise Price Outstanding at December 31, 2015 5,000,000 $ 0.41 Granted 2,300,000 0.50 Exercised - - Expired or canceled (1,000,000 ) (0.25 ) Outstanding at December 31, 2016 6,300,000 $ 0.47 Granted 2,700,000 0.62 Exercised - - Expired or canceled (333,333 ) (0.70 ) Outstanding at December 31, 2017 8,666,667 $ 0.51 Stock-based 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 $711,900. F- 34 Note 16 – Stock Warrants The following table summarizes the warrants outstanding and the related prices for the shares of the Company’s common stock at December 31, 2017: Warrants Outstanding Warrants Exercisable Exercise Prices ($) Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price ($) Number Exercisable Weighted Average Exercise Price ($) 5.00 1,000,000 0.96 5.00 1,000,000 5.00 The warrant activity for the year ended December 31, 2017 is as follows: Warrants Outstanding Weighted Average Exercise Price Outstanding at December 31, 2015 9,132,002 $ 0.92 Granted - - Exercised - - Expired or canceled (8,132,002 ) (0.42 ) Outstanding at December 31, 2016 1,000,000 $ 5 Granted - - Exercised - - Expired or canceled - - Outstanding at December 31, 2017 1,000,000 $ 5 Stock warrants outstanding as of December 31, 2017, as disclosed in the above table, have an intrinsic value of $0. Note 17 – Derivatives The Company has incurred a liability for the estimated fair value of a derivative warrant instrument. The estimated fair value of the derivative warrant instruments has been calculated using the Black-Scholes fair value option-pricing model with key input variables provided by management, as of the issue date, with the valuation offset against additional paid in capital, and at each reporting date, with changes in fair value recorded as gains or losses on revaluation in non-operating income (expense). F- 35 The Company identified embedded derivatives related to the warrants issued along with loan payable entered into in November 2015. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the warrants and to adjust the fair value as of each subsequent balance sheet date. At the inception of the warrants, the Company determined a fair value of $2,067,258 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions: November 12, 2015 Risk-free interest rate 2.32 % Expected remaining term 10 Years Expected volatility 157.56 % Dividend yield 0 % The initial fair values of the embedded derivative of $2,067,258 was allocated as a debt discount $2,067,258. During the year ended December 31, 2016, the decrease in the fair value of the warrant derivative liability of $1,380,600 was recorded as a gain on change in fair value of derivative liability. During December 2016, the Company cancelled these warrants and issued 7,500,000 shares of common stock and accordingly warrant derivative liability was extinguished. Fair value at December 23, 2016 when the warrants were cancelled was estimated to be $1,715,579, based on the following assumptions: December 23, 2016 Risk-free interest rate 2.55 % Expected remaining term 8.92 Years Expected volatility 143.15 % Dividend yield 0 % The following table summarizes the derivative liabilities included in the balance sheet at December 31, 2016: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Balance - December 31, 2015 $ 3,096,179 Extinguishment of derivatives liabilities from cancellation of warrants (1,715,579 ) Gain on change in fair value of the derivative liabilities (1,380,600 ) Balance – December 31, 2016 $ - Note 18 – Segments Segment identification and selection is consistent with the management structure used by the Company’s chief operating decision maker to evaluate performance and make decisions regarding resource allocation, as well as the materiality of financial results consistent with that structure. Based on the Company’s management structure and method of internal reporting, the Company has one operating segment. The Company’s chief operating decision maker does not review operating results on a disaggregated basis; rather, the chief operating decision maker reviews operating results on an aggregated basis. Net sales attributed to customers in the United States and foreign countries for the years ended December 31, 2017 and 2016 were as follows: December 31, 2017 December 31, 2016 United States $ 32,922,730 $ 32,010,018 Foreign countries 2,673,305 2,830,376 $ 35,596,035 $ 34,840,394 F- 36 The Company’s net sales by product group for the years ended December 31, 2017 and 2016 were as follows: December 31, 2017 December 31, 2016 Nutraceuticals $ 29,903,714 $ 33,877,529 Over the Counter (OTC) 1,203,034 907,401 Consumer Goods 3,614,090 - Cosmeceuticals 875,197 55,464 $ 35,596,035 $ 34,840,394 (1) Net sales for any other product group of similar products are less than 10% of consolidated net sales. Long-lived assets (net) attributable to operations in the United States and foreign countries as of December 31, 2017 and 2016 were as follows: December 31, 2017 December 31, 2016 United States $ 13,613,043 $ 13,174,461 Foreign countries 5,612 21,599 $ 13,618,655 $ 13,196,060 Note 19 – Subsequent Events During 2018, the Company paid its final payment of $562,500 on the $6,000,000 loan relating to the purchase of the Focus Factor brand. The Company also made an additional $500,000 payment on Loan 3. F- 37 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.