What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2019-03-29 compared with 2018-04-02 · 150 added, 103 removed, 131 unchanged (66% of the section changed)

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

a sporadic and limited market exists for our securities.

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

if one develops, that it will be sustained.

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

securities in our Company.

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

for loans unless a regular trading market develops.

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

symbol “SNYR”.

The table below provides the high

and low prices for the periods presented.

Only a sporadic and limited

market exists for our securities.

There is no assurance that a regular trading market will develop, or if one develops, that it

will be sustained.

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

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

trading market develops.

Our securities are traded on the OTCQB operated by OTCMarkets.com under the symbol “SNYR”.

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

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

September 30, 2018

June 30, 2018

March 31, 2018

December 31, 2017

September 30, 2017

June 30, 2017

March 31, 2017

of March 27, 2019, we had 37 shareholders of record of our common stock.

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Compensation Plans

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

Executive Compensation”

The information required

by Item 5 of Form 10-K regarding equity compensation plans is incorporated herein by reference to “Item 12.

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

in this report.

Sales of Unregistered Securities;

Use of Proceeds from Registered Securities

were no unregistered sales of the Company’s equity securities during the period from January 1, 2018 to December 31, 2018

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

SELECTED FINANCIAL DATA.

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

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

Report on Form 10-K.

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

on Form 10-K.

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

Actual results

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

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

Report on Form 10-K.

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

forward-looking statements.

are in the business of marketing

and distributing consumer branded products through various distribution channels primarily in the health and wellness industry.

Actual results could differ

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

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

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

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

the health and wellness industry.

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

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GAAP”), provides useful information to investors.

of Intangible Assets

expenses, net of other income

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one-time expenses for acquisitions;

loss on foreign currency translation and transaction.

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

be comparable to similarly titled measures reported by other companies.

foreign currency translation and transaction.

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

to similarly titled measures reported by other companies.

of Operations for the Years Ended December 31, 2018 and December 31, 2017

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

Our objective is to grow all four of our targeted verticals

(Nutraceuticals, Over the Counter (OTC), Consumer Goods and Cosmeceuticals) to provide a balanced and synergistic portfolio

that drives consumer demand via multiple channels.

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

2018, we focused on developing our currently owned brands into new markets and by product extensions.

Our objective is to grow

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

and synergistic portfolio that drives consumer demand via multiple channels.

During 2017, we completed one acquisition and developed

two new brands.

the year ended December 31, 2018, we had revenues of $33,824,495 from sales of our products, as compared to revenue of $35,596,035

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Cosmeceuticals

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

The increase in both the consumer goods

and cosmeceuticals categories was due to a new product line.

increase in our Nutraceutical category was due to organic growth, and new markets.

The decrease in the Over the Counter category

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

The decrease in the consumer goods category is due to normalization

of business after the launch year.

The increase in the cosmeceuticals category was due to the full year of a new product line

and additional products on existing lines.

the year ended December 31, 2018, our cost of revenue was $12,474,098.

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Cosmeceuticals

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

The increase in both the consumer

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

increase in our Nutraceutical category was due higher revenue and a write off of inventory.

The increase in Over the Counter was

due to a write off of inventory.

The decrease in Consumer Goods was due to lower sales.

The increase in Cosmeceuticals was due

to higher sales and a write off of inventory.

profit was $21,350,397, or 63% of gross revenue, for the year ended December 31, 2018, as compared to gross profit of $25,777,629,

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

The increase in gross profit

and gross profit margin is directly related to increase in sales and better negotiated deals with manufacturers, utilizing volume

purchasing to avail lower prices and purchasing finished goods instead of buying components.

or 72% of gross revenue, for the same period in 2017, a decrease of $4,427,232, or 17%.

The decrease in gross profit and gross

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

and Marketing Expenses

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ended December 31, 2017.

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

print, television and online.

The increase is primarily due to increased marketing personnel.

and Administrative Expenses

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our general and administrative expenses were $8,418,159.

The increase is a modest due to normal operating expenses and

increased personnel.

The decrease due to better management of operating expenses.

and Amortization Expenses

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year ended December 31, 2017.

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

of Intangible Assets and Goodwill

review of intangible assets and goodwill as of December 31, 2016, it was determined that the carrying value of the intangible

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

for the year ended December 31, 2016, we recorded non-cash intangible asset and goodwill impairment charges of $2,176,910 related

to a subsidiary.

The increase in 2018 is primarily due to the increase in amortization of two intangible

assets acquired in later part of 2017 as compared to for the full year of 2018, before these were impaired during later

part of 2018.

of Intangible Assets

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

subsidiaries may not be recoverable, to the assets were fully impaired.

For the year ended December 31, 2018, we recorded non-cash

intangible asset impairment charges of $924,068.

Income and Expenses

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Remeasurement

gain on translation of foreign subsidiary

loss on translation of foreign subsidiary

of debt issuance cost

on the sale of assets

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

Remeasurement

loss on translation of foreign subsidiary

on change in fair value of derivative liability

of debt discount

gain on translation of foreign subsidiary

of debt issuance cost

on extinguishment of debt

decrease in interest expense in 2017 was due to the pay down of loans issued for the purpose of acquisitions of various companies

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

debt discount and debt issuance cost during 2016.

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

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

In 2016, we cancelled

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

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

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

on the sale of assets

increase in interest expense in 2018 was due to the increased percentage rate on our loan.

the years ended December 31, 2018 and 2017 we incurred income tax benefit (expense) of $247,694 and ($316,012), respectively,

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

Income (Loss)

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

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

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

the year ended December 31, 2018, our net loss was $6,160,690.

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

This was primarily due to higher operating expenses during 2018 as well as various non-cash expenses and one-time expenses.

and Capital Resources

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

Loan Financing

2017, we raised loans in the aggregate of $10 million, exclusive of issuance costs and expenses paid by us.

of Cash Balances and Potential Sources of Additional Capital

capital requirements depend on many factors, including, among others:

the acceptance of, and demand for, our products and services;

our levels of net product revenues and any other revenues we may receive;

the extent and timing of any investments in developing,

marketing and launching new or enhanced products or technologies;

the costs associated with maintaining, defending and enforcing

our intellectual property rights;

and the nature and timing of acquisitions and other strategic transactions or relationships

in which we engage, if any.

believe our existing cash balance, together with cash provided by our operations and taking into account cash expected to be used

in our operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months.

However, our estimates

of our operating revenues and expenses and working capital requirements could be incorrect and we may use our cash resources faster

than we anticipate.

Further, some or all of our ongoing or planned investments may not be successful and could further deplete

our capital without immediate, or any, cash returns.

Until we can generate sufficient revenues to finance our cash requirements

from our operations, which we may never do, we may need to increase our liquidity and capital resources by one or more measures,

which may include, among others, reducing operating expenses, restructuring our balance sheet by negotiating with creditors and

vendors, entering into strategic partnerships or alliances, raising additional financing through the issuance of debt, equity

or convertible securities or other alternative financing arrangements.

Further, even if our near-term liquidity expectations prove

correct, we may still seek to raise capital through one or more of these financing alternatives.

However, we may not be able to

obtain capital when needed or desired, on terms acceptable to us or at all.

working capital would have a material adverse effect on our business and operations and could cause us to fail to execute our

business plan, fail to take advantage of future opportunities or fail to respond to competitive pressures or customer requirements.

A lack of sufficient funding may also require us to significantly modify our business model and/or reduce or cease our operations,

which could include implementing cost-cutting measures or delaying, scaling back or eliminating some or all of our ongoing and

planned investments in corporate infrastructure, business development initiatives and sales and marketing activities, among other

Modification of our business model and operations could result in an impairment of assets, the effects of which cannot

be determined.

Furthermore, if we continue to issue equity or convertible debt securities to raise additional funds, our existing

stockholders may experience significant dilution, and the new equity or debt securities may have rights, preferences and privileges

that are superior to those of our existing stockholders.

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

In addition, we also had restricted

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

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

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

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

In addition, we also had

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

Ended December 31, 2018 and 2017

Cash (Used in) Provided by Operating Activities

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

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

The decrease was primarily attributable to purchases of inventory

and an increase in accounts receivable.

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

Cash Provided by (Used in) Operating Activities

the year ended December 31, 2018, we had net cash provided by operating activities of $1,304,632 as compared to $831,070 used

in operating activities for the year ended December 31, 2017.

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

impairment of intangible assets, decrease in accounts receivable and an increase in accounts payable.

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

of debt issuance cost

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Remeasurement

gain on translation of foreign subsidiary

loss on translation of foreign subsidiary

cash implied interest

on sale of assets

of intangible Assets

in accounts receivable

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in accounts payable and accrued expenses

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

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

of debt issuance cost

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based compensation

of debt discount

issued for services

currency transaction gain

on extinguishment of debt

in the fair value of derivative liability

currency transaction loss

Remeasurement

loss on translation of foreign subsidiary

of goodwill and intangible assets

gain on translation of foreign subsidiary

cash implied interest

on sale of assets

in accounts receivable

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Cash Used in Investing Activities

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

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

The increase was primarily due to the payment of brand development

the year ended December 31, 2018, we used net cash of $198,007 in investing activities, as compared to $1,908,757 used in investing

activities for the year ended December 31, 2017.

The decrease was primarily due to the payment of brand development fees in 2017.

activities during 2018:

for acquisition of fixed assets

received from sale of assets

for domain name

for brand development fees

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for acquisition of fixed assets

of earn out liability

received from sale of assets

for brand development fees

Cash (Used in) Provided by Financing Activities

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

activities for the year ended December 31, 2016.

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

the year ended December 31, 2018, financing activities used $2,862,500, as compared to $2,310,881 provided in financing activities

for the year ended December 31, 2017.

The decrease was primarily attributable to the receipt of cash pursuant to a new loan which

was received in 2017.

activities during 2018:

of notes payable

$ (2,862,500 )

activities during 2017:

from notes payable

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from sale of common stock

activities during 2016:

of notes payable

$ (4,831,250 )

2019 Initiatives

2018, we have plans for organic growth within our current product lines by developing and launching new products and brands.

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

While we intend to grow further

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

2019, we have plans for organic growth within our current product lines by developing and launching new products and expanding

into new markets.

Our technology center in Halifax, Nova Scotia is in full operation providing marketing services to all of our

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

While we intend

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

Obligations and Off-Balance Sheet Arrangements

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity