What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2020-04-29 compared with 2019-03-29 · 175 added, 141 removed, 140 unchanged (69% of the section changed)

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

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.

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.

As of April 7,

2020, we had 37 shareholders of record of our common stock.

have not declared any cash dividends.

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Compensation Plans

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”

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

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

in this report.

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GAAP”), provides useful information to investors.

of Intangible Assets

expenses, net of other income

on foreign currency translation and transaction

December 31, 2019

Interest income

Interest expense

Impairment of intangible assets

Stock-based compensation

One-time expenses, net of other income

Loss on foreign currency translation and transaction

Adjusted EBITDA

and Adjusted EBITDA are considered non-GAAP financial measures.

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and synergistic portfolio that drives consumer demand via multiple channels.

During 2017, we completed one acquisition and developed

two new brands.

During 2018, we focused on developing our currently

owned brands into new markets and by product extensions.

the year ended December 31, 2019, we had revenues of $29,357,546 from sales of our products, as compared to revenue of

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Cosmeceuticals

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.

decrease in our Nutraceutical category was due to shifting product sales from online to retail.

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.

Our cost of revenue for the year ended December 31, 2017,

was $9,818,406.

The decrease in the cosmeceuticals category was due to the discontinuation of a product line.

For the year ended

December 31, 2019, our cost of revenue was $9,137,602.

Our cost of revenue for the year ended December 31, 2018, was $11,036,587.

This is comprised of the following categories:

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Cosmeceuticals

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.

decrease in our Nutraceutical category was due to lower revenue.

The decrease 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 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.

The decrease in Cosmeceuticals was due to lower sales and a write off of

inventory in 2018.

Gross profit was

$20,219,944, or 69% of revenue for the year ended December 31, 2019, as compared to gross profit of $22,787,908

or 67% of revenue for the same period in 2018, a decrease of $2,567,964 or 11%.

The decrease in gross

profit is directly related to decrease in net sales and write off of inventory in 2019.

The increase in gross profit

margin is directly related to the mix of products being sold.

and Marketing Expenses

the year ended December 31, 2018, our selling and marketing expenses were $16,330,365 as compared to $14,043,870 for the year

ended December 31, 2017.

The increase is primarily due to increased marketing personnel.

the year ended December 31, 2019, our selling and marketing expenses were $11,471,652 as compared to $17,698,806

for the year ended December 31, 2018.

The decrease is primarily due to better management of expenses and decreased personnel.

For the year ended December 31, 2019, our

bad debts expenses were $283,971.

For the year ended December 31, 2018, our bad debts expenses were $69,070.

The increase is due

to one customer.

and Administrative Expenses

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31, 2018, our general and administrative expenses were $7,191,646.

The decrease due to better management of operating expenses.

The decrease is due to better management of operating expenses.

Impairment of Intangible Assets

For the year ended

December 31, 2019 our impairment of intangible assets expenses were $9,715,137 as compared to $924,068 for the year ended December

The increase is primarily due to the impairment of goodwill and indefinite life intangible assets in 2019.

and Amortization Expenses

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year ended December 31, 2018.

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.

The decrease is primarily due to the impairment of intangible assets during 2018, thus lower amortization

costs during 2019.

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

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 decrease in interest expense in 2019 was

due to the decreased percentage rate on our loan and lower loan balance due to principal payments made.

the year ended December 31, 2019 we incurred income tax expense of $131,537.

For the year ended December 31, 2018

we incurred income tax benefit of $247,694 primarily related to our subsidiary, NomadChoice Pty Limited (NomadChoice), located

in Australia, which we acquired in 2015.

the year ended December 31, 2019, our net loss was $9,207,447.

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.

For the year ended December 31, 2018 our net loss

was $6,160,690.

This was primarily due to increase in impairment of intangible assets during 2019 offset by lower operating

expenses during 2019.

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.

Presentation of Financial Statements

Going Concern

Going Concern Evaluation

In connection with preparing consolidated

financial statements for the year ended December 31, 2019, management evaluated whether there were conditions and events, considered

in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year

from the date that the financial statements are issued.

The Company considered the following:

● At December 31, 2019, the Company

had an accumulated deficit of $24,234,569.

● At December 31, 2019, the Company

had working capital deficit of $5,099,969.

● Revenue declined in 2019 by $4,466,949.

● The Company had net loss of $9,207,447

in 2019 as opposed to a net loss of $6,160,690 in 2018.

● The Company obtained waiver against

not meeting financial covenants related to loans payable (minimum EBITDA).

Company is required to make repayment of loans payable of $500,000 and accrued interest during the three months ended March 31,

Ordinarily, conditions or events that raise

substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet

its obligations as they become due.

The Company evaluated its ability to meet

its obligations as they become due within one year from the date that the financial statements are issued by considering the following:

● The Company raised $10.0 million

via debt financing during the year ended December 31, 2017.

● In 2019, the Company repaid $2.05

million of loans.

● In 2019, the Company generated

$2.9 million of cash from operating activities.

● Working capital deficit of $5,099,969

at December 31, 2019, includes loans payables to related party of $5,465,113, royalty payable to related party of $94,778 and

deferred revenue of $7,887.

● Revenue declines were largely the

result of not overspending in marketing in 2019.

● The Company has line of credit

facility of $20 million available from its current lender for future mergers and acquisition.

Management concluded that above factors

alleviates doubts about the Company’s ability to generate enough cash from operations and other available sources to satisfy

its obligations for the next twelve months from the issuance date.

The Company will take the following actions

if it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or

events that would raise substantial doubt about its ability to continue as a going concern:

● Raise additional capital through

line of credit and/or loans financing for future mergers and acquisition, which may be impacted by the recent outbreak of COVID-19.

● Implement additional restructuring

and cost reductions.

● Raise additional capital through

a private placement, which may be impacted by the recent outbreak of COVID-19.

At April 13, 2020

and December 31, 2019, the Company had $949,812 and $1,324,514, respectively in cash and cash equivalents.

of December 31, 2019, we had $1,224,514 cash on hand and a $5,099,969 working capital deficit.

In addition, we also have

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

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.

In addition, we also have restricted

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

Ended December 31, 2019 and 2018

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.

Cash Provided by Operating Activities

For the year ended December 31, 2019,

we had net cash provided by operating activities of $2,946,350 as compared to $1,304,632 provided in operating activities

for the year ended December 31, 2018.

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 in 2018.

For 2019, the $2,946,350 consists

of our net loss of $9,207,447 adjusted by:

Amortization of debt issuance cost

Depreciation and amortization

Stock based compensation

of intangible assets

Foreign currency transaction loss

Remeasurement loss on translation of foreign

Non cash implied interest

Write-off of Inventory

Decrease in accounts receivable

in accounts receivable, related party

Decrease in inventory

Decrease in prepaid expenses

in income taxes receivable

Decrease in deferred revenue

Decrease in accounts payable and accrued expenses

Decrease in accounts payable, related party

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

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in accounts payable and accrued expenses

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

of debt issuance cost

and amortization

based compensation

currency transaction loss

Remeasurement

gain on translation of foreign subsidiary

cash implied interest

on sale of assets

in accounts receivable

in prepaid expenses

in deferred revenue

in accounts payable and accrued expenses

Increase in accounts payable, related party

Cash Used in Investing Activities

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.

the year ended December 31, 2019, we used net cash of $0 in investing activities, as compared to $198,007 used in investing activities

for the year ended December 31, 2018.

The decrease was primarily due to acquisition of fixed and intangible assets

activities during 2018:

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for brand development fees

activities during 2017:

for acquisition of fixed assets

received from sale of assets

for brand development fees

Cash (Used in) Provided by Financing Activities

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

Cash Used in Financing Activities

the year ended December 31, 2019, financing activities used $2,050,000, as compared to $2,862,500 used in financing activities

for the year ended December 31, 2018.

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

was received in 2017.

The decrease was primarily attributable to the payoff of a note in 2018.

activities during 2019:

of notes payable

$ (2,862,500 )

Repayment of notes payable

Advances from related party

Repayments of advances to related party

activities during 2018:

from notes payable

of notes payable

of debt issuance cost

from sale of common stock

2020 Initiatives

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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.

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

recent outbreak of COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread across the

globe and is impacting worldwide economic activity.

A pandemic, including COVID-19, or other public health epidemic poses the

risk that the Company or its employees, suppliers, and other partners may be prevented from conducting business activities at

full capacity for an indefinite period of time, including due to spread of the disease within these groups or due to shutdowns

that may be requested or mandated by governmental authorities.

While it is not possible at this time to estimate the impact that

COVID-19 could have on the Company’s business, the continued spread of COVID-19 and the measures taken by the governments

of countries affected and in which the Company operates could disrupt the operation of the Company’s business.

outbreak and mitigation measures may also have an adverse impact on global economic conditions, which could have an adverse effect

on the Company’s business and financial condition, including on its potential to conduct financings on terms acceptable

to the Company, if at all.

In addition, the Company may take temporary precautionary measures intended to help minimize the risk

of the virus to its employees, including temporarily requiring all employees to work remotely, and discouraging employee attendance

at in-person work-related meetings, which could negatively affect the Company’s business.

The extent to which the COVID-19

outbreak impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted,

including new information that may emerge concerning the severity of the virus and the actions to contain its impact.

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