What changed in this filing

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Item 9A. Controls and Procedures

2019-03-29 compared with 2018-04-02 · 181 added, 219 removed, 440 unchanged (48% of the section changed)

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

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

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

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

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

This evaluation included review of the

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

and a conclusion on this evaluation.

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

was not effective as at December 31, 2017.

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

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

financial reporting as of December 31, 2018 using the criteria established in Internal Control Integrated Framework issued by

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

This evaluation included review of the documentation

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

on this evaluation.

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

as at December 31, 2018.

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

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and Executive Officers

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

with the Company held by each.

Chief Executive Officer

Since October 2014

Stephen Fryer

Since December 2014

Gale Bensussen

Since October 2017

Patrick McCullough

Since October 2017

Jeffrey Kadanoff

Chief Financial Officer

Since October 2017

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

Company held by each.

Executive Officer, Chief Financial Officer and Director

December 2014

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

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

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

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

Furthermore, there are no family

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

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

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

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

Furthermore, there are no family relationships

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

of Executive Officer and Board of Directors

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

Ross - Chief Executive Officer and Director

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

Ross - Chief Executive Officer, Chief Financial Officer and Director

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

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

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Gale Bensussen - Director

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

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

Work history;

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

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

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

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

1/2017 to present, Chairman of

10/2017 Director Kingdomway U.S.A.

a wholly owned subsidiary of Kingdomway Group Companies publicly traded on

On October 12, 2017, our

Board of Directors appointed Gale Bensussen as an independent member of the Board of Directors.

Since October 2017, Mr.

has served as a director of Kingdomway U.S.A.

Corp, a wholly-owned subsidiary of Kingdomway Group Companies publicly traded on

the Shenzen stock exchange.

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

Doctorate degree from Southwestern University School of Law.

Since January 2017, Mr.

Bensussen has served as Chairman of Vit-Best, and from September 2017 to January

2017 he served as President and CEO.

Bensussen has served as President and CEO, and Chairman of Doctor’s Best since

November 2013 and May 2016, respectively.

Since January 2012, Mr.

Bensussen has served as Advisor to North Castle Partners, LLC.

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

University School of Law.

There are no related party transactions between Mr.

Bensussen and

us nor are there any family relationships between Mr.

Bensussen and us nor are there any family relationships

Bensussen and any of our directors or officers.

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

of our Board of Directors.

Bensussen’s considerable experience in one of our main industries

led to the conclusion that he should serve as a member of our Board of Directors.

McCullough - President

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

Kadanoff - Chief Financial Officer

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

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

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

From September 2011

to March 2013, Mr.

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

clothing company.

Prior to Reitmans (Canada) Limited, Mr.

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

strategy consultant for 14 years.

Kadanoff holds a Bachelor of Engineering degree in Chemical Engineering from

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

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

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of March 30, 2019, we have four directors.

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

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

common stock is not listed on any exchange.

Consequently, no exchange rules regarding director independence are applicable to

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

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

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

stock is not listed on any exchange.

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

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

SoRelle and Mr.

are independent directors.

Bensussen are independent

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

There are no understandings between

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

There are no understandings between the director

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

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

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

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

by telephone at (615) 939-9004.

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

at (615) 939-9004.

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

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

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

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

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

believes that during the fiscal year ended December 31, 2018, all of its executive officers, directors, and every person who is

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

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

EXECUTIVE COMPENSATION.

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Compensation Table

Chief Executive Officer

Chief Financial Officer and Chief Executive Officer

McCullough (2)

Chief Financial

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

Financial Officer (former)

Ross also served as our President until October 2017.

McCullough was hired in October 2017.

Kadanoff was hired in October 2017.

Kadanoff was hired in October 2017 and terminated in August 2018.

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

No salary is being paid to Mr.

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

Ross for serving

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

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

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receives an annual base salary of $340,000.

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

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

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

The annual bonus will be determined at the discretion of

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

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

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

Subject to our achievement of an annual overall earnings

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

McCullough will be eligible to receive 5% of all

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

The Employment Agreement has

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

by us or by Mr.

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

cash signing bonus of $37,500, paid on July 1, 2018.

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

The annual bonus will be determined at the discretion of our Board or compensation committee based upon the achievement

of financial goals established by our Chief Executive Officer.

McCullough will also be eligible for additional bonus compensation

based on our achievement of certain annual earnings and retail sales goals established each year by our Chief Executive Officer.

Subject to our achievement of an annual overall earnings goal and certain adjustments in the event of future acquisitions we make,

McCullough will be eligible to receive 5% of all of our retail sales in excess of the annual retail sales goal set by the

Chief Executive Officer.

The Employment Agreement has a three-year initial term ending on November 6, 2020 that will automatically

renew for additional one-year terms unless terminated by us or by Mr.

If we terminate Mr.

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

is defined in the employment agreement, Mr.

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

of the date of such termination.

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

as of such date.

McCullough’s employment

for cause or due to his disability, as each term is defined in the employment agreement, Mr.

McCullough will be entitled to receive

only the accrued compensation due to him as of the date of such termination.

McCullough resigns for any reason he will

be entitled only to payment of his accrued compensation as of such date.

If we terminate Mr.

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

McCullough executing

a release following such termination, Mr.

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

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

McCullough is terminated

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

is terminated after the first anniversary of his start date.

McCullough’s employment without

cause, then conditioned upon Mr.

McCullough executing a release following such termination, Mr.

McCullough will continue to receive

his base salary and certain benefits for a period of time following the effective date of the termination of his employment (i)

for a period of 12 months if Mr.

McCullough is terminated within one year of his start date or (ii) for the remainder of the then-current

term of the employment agreement if Mr.

McCullough is terminated after the first anniversary of his start date.

In addition, Mr.

McCullough’s eligibility for his annual bonus

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

If more than 50% of the equity ownership interest

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

of the employment agreement, Mr.

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

the term of the employment agreement.

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

agreement will immediately vest and become exercisable.

McCullough’s eligibility for his annual bonus and retail sales bonus will be pro-rated for the time before his termination.

If more than 50% of the equity ownership interest in our company is sold or transferred to a third party who is not an affiliate

of an existing stockholder during the initial term of the employment agreement, Mr.

McCullough will be entitled to all base salary

and car allowance payments for the remainder of the term of the employment agreement.

In addition, the unvested portion of the

options granted upon execution of the employment agreement will immediately vest and become exercisable.

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

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those of any other senior executive or our chairman.

October 23, 2018 we entered into a release agreement with Mr.

Kadanoff whereby the Company agreed to pay $675,000 in four equal

installments payable on November 30, 2018, February 28, 2019, May 31, 2019 and August 30, 2019.

If the Company completes a financing

or asset sale resulting in proceeds to the Company greater than $10,000,000 or an acquisition with financing resulting in an increase

of greater than $3,000,000 in working capital before the final installment is made, the Company will accelerate any remaining

installments and will pay Mr.

Kadanoff within ten days of closing such transaction.

The Company immediately vested 500,000 of

Kadanoff’s unvested stock options, however they expired on December 28, 2018.

Within ten days of execution of the release,

the Company paid to Mr.

Kadanoff a one-time fee of $74,189.

Compensation Plans

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

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

The plan was approved by the Company’s shareholders and

became effective on August 5, 2015.

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

Ross, Chief Executive Officer of the Company.

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

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

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

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

all outstanding options and warrants.

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

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

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

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

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

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

During 2018 these options were cancelled due to termination of employee.

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

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Exercise Price

Outstanding at December 31, 2015

Expired or canceled

Outstanding at December 31, 2016

Expired or canceled

Outstanding at December 31, 2017

at December 31, 2016

at December 31, 2017

at December 31, 2018

compensation expense related to vested options was $440,999 and $1,458,850 during the years ended December 31, 2018 and 2017,

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of 10 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.

Stock options outstanding as of December 31, 2018, as disclosed in the above table, have

an intrinsic value of $0.

Equity Awards at Fiscal Year-End

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Stock Beneficially Owned

Executive officers

and directors:

Stephen Fryer (4)

Paul SoRelle (5)

All directors and

executive officers as a group (6 persons)

officers and directors:

McCullough (4)

directors and executive officers as a group (5 persons)

Stockholders:

Gowan Private Equity

Knight Therapeutics

(Barbados) Inc.(6)

Private Equity Inc (3)

Therapeutics (Barbados) Inc.(6)

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

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Kenek Brands Inc.

owns an option

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

owns an option to

purchase 1,000,000 shares of common stock.

Gowan Private Equity owns 43,780,750 shares.

Dunhill Distribution Group

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

Dunhill Distribution Group owns 3,208,649

shares and Gowan Capital Inc.

owns 1,625,034 shares.

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

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

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

of 1,296,658 shares of common stock owned by the SoRelle Family Partnership LLP and an option to purchase 1,000,000 shares

of common stock held by Mr.

of 17,645,812 shares of common stock.

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

of 500,000 shares of common stock.

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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Company accrued and paid consulting fees of $41,250 per month through April 2017 and $57,917 per month through December 2018

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

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.

The Company also paid three months of a vehicle

allowance of $1,500 per month.

The Company expensed $648,944 and $796,336, respectively during 2018 and 2017 as consulting

fees, and made payments totaling $648,944 and $796,336 towards services to an entity owned and controlled by an officer

and shareholder of the Company for the year ended December 31, 2018 and 2017.

The Company also paid out a bonus of $525,000 during

As of December 31, 2018 and 2017, the total outstanding balance was $0.

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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).

At December 31, 2017, the Company owed Knight $559,243 on this loan, net of discount,

which was paid-off during 2018 (see Note 12).

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

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

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

As of December 31, 2017

and 2016, the total outstanding balance was $0.

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

Products, Inc.

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

(see Note 12).

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

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

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

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

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

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

expensed $120,000 through payroll for each of the years ended December 31, 2018 and 2017.

As of December 31, 2018 and 2017, the

total outstanding balance was $0.

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

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As of December 31, 2018 the total outstanding balance was $200,000 Canadian dollars.

In US Dollars, the total outstanding balance was $152,834 and $79,534 as of December 31, 2018 and 2017, respectively.

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

conjunction with this agreement, we are required to pay Knight a distribution fee equal to 60% of gross sales for sales achieved

through a direct sales channel until the sales in the calendar year equal the threshold amount and then 40% of all such gross

sales in such calendar year in excess of the threshold amount and 5% of gross sales for sales achieved through retail sales.

minimum due to Knight under this agreement is $25,000 Canadian dollars.

As of December 31, 2018 the total outstanding balance

was $25,000 Canadian dollars.

In US Dollars, the total outstanding balance was $18,325.

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

capital loan.

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

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

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

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

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

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

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

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

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

At December 31, 2018 and 2017, the Company owed Knight $7,320,739 and $9,110,030, respectively, on this loan, net

of debt issuance cost (see Note 10).

Company expensed royalty of $16,066 and $117,722 for the years ended December 31, 2018 and 2017, respectively.

At December 31,

2018 and 2017 Sneaky Vaunt Corp., a subsidiary of the Company, owed Knight Therapeutics $5,906 and 4,608, respectively, in connection

with a royalty distribution agreement.

Company expensed commissions of $43,374 and $172,579 for the years ended December 31, 2018 and 2017, respectively.

31, 2018 and 2017 Sneaky Vaunt Corp., a subsidiary of the Company, owed Founded Ventures, owned by a shareholder in the Company,

$10,579 and $2,581, respectively, in connection with a commission agreement.

The Company paid a development fee for the brand,

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

At December 31, 2017, The Queen Pegasus,

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

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

At December 31, 2017 The Queen Pegasus, a subsidiary

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

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

Sneaky Vaunt, in the amount of $761,935 for the year ended December 31, 2017.

Company expensed commissions of $10.016 and $13,952 for the years ended December 31, 2018 and 2017, respectively.

paid a development fee for the brand, The Queen Pegasus, in the amount of $1,000,000 for the year ended December 31, 2017.

December 31, 2018 and 2017, The Queen Pegasus, a subsidiary of the Company, owed Founded Ventures $3.547 and $1,462, respectively

in connection with a commission agreement.

Company expensed royalty of $2,361 and $10,274 for the years ended December 31, 2018 and 2017, respectively.

At December 31, 2018

the Company owed Hand MD Corp.

$250,000 in minimum future royalties.

and 2017, The Queen Pegasus, a subsidiary of the Company, owed Knight Therapeutics $193 and $10,274, respectively, in connection

with a royalty distribution agreement.

Company paid $250,000 and $125,000 for the years ended December 31, 2018 and 2017, respectively, to Hand MD, Corp, related to

a royalty agreement.

At December 31, 2018 and 2017, the Company owed Hand MD Corp.

$0 and $250,000, respectively, in minimum future

Company expensed royalty of $392,589 and $380,166 for the years ended December 31, 2018 and 2017, respectively.

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2018 and 2017, 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).

a subsidiary of the Company owed Knight Therapeutics $109,329 and $39,682, respectively, in

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

PRINCIPAL ACCOUNTING FEES AND SERVICES.

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our auditors.

Audit-Related Fees (2)

Audit-Related

Other Fees (4)

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Statements of Operations and Comprehensive Income (Loss)

Statements of Shareholders’

Statements of Stockholders’

Statements of Cash Flows

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Otherwise Indicated)

and Plan of Merger, dated

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

Merger Sub, Inc.

and Synergy Strips Corp.

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

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

and Synergy Strips

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

on April 9, 2014).

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

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and URX ACQUISITION TRUST and as representative of certain shareholders.

Subsidiaries of the Registration

of the Registration

Note to Danny Aaron, dated May 17, 2013.

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

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

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

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

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

Certification

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

Certification

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

Certification

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

Certification

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

Instance Document.

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behalf by the undersigned, thereunto duly authorized.

April 2, 2018

March 29, 2019

Executive Officer

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Executive Officer

April 2, 2018

executive officer)

Stephen Fryer

April 2, 2018

Gale Bensussen

April 2, 2018

Jeffrey Kadanoff

Financial Officer (principal financial and accounting officer)

April 2, 2018

Patrick McCullough

April 2, 2018

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

What changed 10-K

Item 9A. Controls and Procedures