U. S. SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 30, 2014 |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period
from __________ to ____________
Synergy Strips Corp.
Nevada |
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000-55098 |
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99-0379440 |
(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
of Incorporation) |
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Identification Number) |
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3435 Ocean Park #107-447 |
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Santa Monica, CA 90405 |
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(Address of principal executive offices) |
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(615) 939-9004 |
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(Issuer’s Telephone Number) |
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Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. ☒ Yes ☐
No .
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every, Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐
No ☒
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule12b-2 of the Exchange Act.
Large accelerated filer ☐
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Accelerated filer ☐ |
Non-accelerated filer ☐
(Do not check if smaller
reporting company) |
Smaller reporting company ☒ |
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
APPLICABLE ONLY
TO CORPORATE ISSUERS
Indicate the number of shares outstanding
of each of the issuer’s classes of common stock, as of the latest practicable date: As of October 31, 2014, 62,100,000
shares of our common stock were issued and outstanding.
SYNERGY STRIPS CORP.
(FORMERLY ORO CAPITAL
CORPORATION)
INDEX
Table of Contents
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
Synergy Strips Corp.
(formerly ORO Capital
Corporation)
Unaudited Condensed Consolidated
Balance Sheets
| |
September 30, | |
December 31, |
Assets | |
2014 | |
2013 |
| |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 11,937 | | |
$ | 3,230 | |
Accounts Receivable | |
| 150 | | |
| — | |
Inventory | |
| 30,500 | | |
| — | |
Prepaid expenses | |
| 30,000 | | |
| — | |
Total Current Assets | |
| 72,587 | | |
| 3,230 | |
| |
| | | |
| | |
| |
| | | |
| | |
Total Assets | |
$ | 72,587 | | |
$ | 3,230 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Equity (Deficit) | |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 25,756 | | |
$ | 16,051 | |
Note payable | |
| 11,200 | | |
| — | |
Total Liabilities | |
| 36,956 | | |
| 16,051 | |
| |
| | | |
| | |
Stockholders’ Equity (Deficit): | |
| | | |
| | |
Common stock, $0.00001 par value; 300,000,000 and 75,000,000 shares authorized, respectively; 62,100,000 and 180,000,000 shares issued and outstanding, respectively | |
| 621 | | |
| 1,800 | |
Common stock to be issued | |
| 28,000 | | |
| — | |
Additional paid in capital | |
| 868,744 | | |
| 60,318 | |
Accumulated deficit | |
| (861,734 | ) | |
| (74,939 | ) |
Total stockholders’ equity (deficit) | |
| 35,631 | | |
| (12,821 | ) |
Total Liabilities and Stockholders’ Equity (Deficit) | |
$ | 72,587 | | |
$ | 3,230 | |
The accompanying notes
are an integral part of these unaudited condensed consolidated financial statements
Synergy Strips Corp.
(formerly ORO Capital
Corporation)
Unaudited Condensed Consolidated
Statements of Operations
|
For the three months ended | |
For the nine months ended | |
For the five months ended | |
|
|
September 30, 2014 | |
September 30, 2013 | |
September 30, 2014 | |
September 30, 2013 | |
December 31, 2013 | |
December 31, 2012 |
Revenue | |
$ | — | | |
$ | — | | |
$ | 2,748 | | |
$ | — | | |
$ | — | | |
$ | — | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cost of Sales | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Cost of Sales | |
| — | | |
| — | | |
| 1,685 | | |
| — | | |
| — | | |
| — | |
Total costs of sales | |
| — | | |
| — | | |
| 1,685 | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Gross Profit | |
| — | | |
| — | | |
| 1,063 | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
General and administrative | |
| 142,236 | | |
| 14,195 | | |
| 787,858 | | |
| 22,692 | | |
| 26,278 | | |
| 2,370 | |
Total operating expenses | |
| 142,236 | | |
| 14,195 | | |
| 787,858 | | |
| 22,692 | | |
| 26,278 | | |
| 2,370 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Other expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Imputed interest expense | |
| — | | |
| 413 | | |
| — | | |
| 1,118 | | |
| 413 | | |
| 300 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total expenses | |
| 142,236 | | |
| 14,608 | | |
| 787,858 | | |
| 23,810 | | |
| 26,691 | | |
| 2,670 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
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Net Loss | |
$ | (142,236 | ) | |
$ | (14,608 | ) | |
$ | (786,795 | ) | |
$ | (23,810 | ) | |
$ | (26,691 | ) | |
$ | (2,670 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss per share – basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.01 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted average common shares – basic and diluted | |
| 60,491,304 | | |
| 180,000,000 | | |
| 108,850,549 | | |
| 160,549,451 | | |
| 180,000,000 | | |
| 150,000,000 | |
The accompanying
notes are an integral part of these unaudited condensed consolidated financial statements
Synergy Strips Corp.
(formerly ORO Capital
Corporation)
Unaudited Condensed Consolidated
Statements of Cash Flows
| |
For the nine months ended | |
For the five months ended |
| |
September 30, 2014 | |
September 30, 2013 | |
December 31, 2013 | |
December 31, 2012 |
| |
| |
| |
| |
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Cash Flows from Operating Activities | |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (786,795 | ) | |
$ | (23,810 | ) | |
$ | (26,691 | ) | |
$ | (2,670 | ) |
Stock based compensation expense | |
| 310,247 | | |
| — | | |
| — | | |
| — | |
Loss on acquisition | |
| 109,040 | | |
| — | | |
| — | | |
| — | |
Changes in operating assets and liabilities: | |
| | | |
| | | |
| | | |
| | |
Accounts receivable | |
| (150 | ) | |
| — | | |
| — | | |
| — | |
Inventory | |
| (30,500 | ) | |
| — | | |
| — | | |
| — | |
Prepaid expense | |
| (10,000 | ) | |
| — | | |
| — | | |
| — | |
Accounts payable and accrued liabilities | |
| 9,705 | | |
| 85 | | |
| (5,900 | ) | |
| 996 | |
Net cash used in operating activities | |
| (398,453 | ) | |
| (23,725 | ) | |
| (32,591 | ) | |
| (1,674 | ) |
| |
| | | |
| | | |
| | | |
| | |
Cash Flows from Investing Activities | |
| — | | |
| — | | |
| — | | |
| — | |
| |
| | | |
| | | |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | | |
| | | |
| | |
Advances from related party notes | |
| — | | |
| 5,500 | | |
| 1,913 | | |
| 1,800 | |
Repayment of notes payable | |
| (92,840 | ) | |
| — | | |
| — | | |
| — | |
Proceeds from issuance of common stock | |
| 500,000 | | |
| 45,608 | | |
| — | | |
| — | |
Net cash received from financing activities | |
| 407,160 | | |
| 51,108 | | |
| 1,913 | | |
| 1,800 | |
| |
| | | |
| | | |
| | | |
| | |
Net increase in cash and cash equivalents | |
| 8,707 | | |
| 27,383 | | |
| (30,678 | ) | |
| 126 | |
| |
| | | |
| | | |
| | | |
| | |
Cash and Cash Equivalents, beginning of period | |
| 3,230 | | |
| 4,126 | | |
| 33,908 | | |
| 4,000 | |
| |
| | | |
| | | |
| | | |
| | |
Cash and Cash Equivalents, end of period | |
$ | 11,937 | | |
$ | 31,509 | | |
$ | 3,230 | | |
$ | 4,126 | |
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| | | |
| | | |
| | |
Supplemental Disclosure of Cash Flow Information: | |
| | | |
| | | |
| | | |
| | |
Cash paid during the period for: | |
| | | |
| | | |
| | | |
| | |
Interest | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
Income taxes | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
| |
| | | |
| | | |
| | | |
| | |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | |
| | | |
| | | |
| | | |
| | |
Cancellation of common stock as part of purchase transaction | |
$ | 1,359 | | |
$ | — | | |
$ | — | | |
$ | — | |
Financing for prepaid insurance | |
$ | 20,000 | | |
$ | — | | |
$ | — | | |
$ | — | |
Assumption of liabilities as part of acquisition transaction | |
$ | 84,040 | | |
$ | — | | |
$ | — | | |
$ | — | |
Issuance of shares as part of acquisition transaction | |
$ | 25,000 | | |
$ | — | | |
$ | — | | |
$ | — | |
The accompanying notes
are an integral part of these unaudited condensed consolidated financial statements
SYNERGY STRIPS CORP.
(FORMERLY ORO CAPITAL
CORPORATION)
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Nature of the Business
Synergy Strips Corp. (“Synergy”,
“we”, “us”, “our” or the “Company”) (formerly ORO Capital Corporation) 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.”
in connection with the merger discussed below.
The Company is in the
business of marketing and distributing orally dissolving film strip products through various distribution channels primarily in
the health and wellness industry. The Company’s strategy is to take active ingredients in popular consumer products and formulate
an orally dissolving film strip as an alternative for consumers.
Merger
On April 7, 2014, an Agreement
and Plan of Merger (the “Merger Agreement”) was entered into by and among the Company, Synergy Merger Sub, Inc., a
Delaware corporation and the wholly owned subsidiary of the Company formed for the purpose of the transactions under the Merger
Agreement (“Merger Sub”), and Synergy Strips Corp., a Delaware corporation incorporated on January 24, 2012 (“SSC”).
The Merger Agreement provided for the merger of Merger Sub with and into SSC (the “Merger”), with SSC surviving the
merger as the wholly owned subsidiary of the Company.
On April 21, 2014, following
the satisfaction or waiver of the conditions set forth in and otherwise in accordance with the terms of the Merger Agreement, the
Merger was consummated and Merger Sub merged with and into SSC.
The Company issued 16,000,000
shares which were valued at $25,000 and assumed liabilities of $84,040 and recorded a loss on acquisition of $109,040 during the
nine months ended September 30, 2014.
Note
2 – Summary of Significant Accounting Policies
General
The accompanying condensed
consolidated financial statements as of September 30, 2014 and December 31, 2013 and for the three and nine month periods ended
September 30, 2014 and 2013 are unaudited. These unaudited condensed consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States ("GAAP") for interim financial information and are
presented in accordance with the requirements of Rule S-X of the Securities and Exchange Commission (the "SEC") and with
the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods
ended September 30, 2014 and five months ended December 31, 2013 and 2012 are not necessarily indicative of the results that may
be expected for the fiscal year ending December 31, 2014. The unaudited condensed consolidated financial statements should be read
in conjunction with the audited consolidated financial statements as of and for the year ended July 31, 2013 and footnotes thereto
included in the Company's Annual Report on Form 10-K filed with the SEC.
Basis of Presentation
The unaudited condensed
consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany
balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the
condensed 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.
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 September 30, 2014
the Company had no cash equivalents.
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.
Revenue Recognition
Revenue is recognized
in accordance with Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements, as revised
by SAB No. 104. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price
is fixed or determinable and collectability is reasonably assured. Ownership and title of our products pass to customers upon delivery
of the products to customers. 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.
Income Taxes
The Company utilizes Financial
Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 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.
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 loss 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 loss per share is anti-dilutive. As of September 30, 2014, 1,000,000 options
were outstanding.
Going Concern
The Company’s unaudited
condensed financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of
assets and liquidation of liabilities in the normal course of business. The Company had a cumulative net loss from inception (January
24, 2012) to September 30, 2014 of $861,734. The Company has working capital of $35,631 as of September 30, 2014. The Company has
not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going
concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund
operating losses until it establishes a revenue stream and becomes profitable. If the Company is unable to obtain adequate capital
it could be forced to cease development of operations.
In order to continue as
a going concern and to develop a reliable source of revenues, and achieve a profitable level of operations the Company will need,
among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional
capital through borrowing and sales of common stock. However, management cannot provide any assurances that the Company will be
successful in accomplishing any of its plans.
The ability of the Company
to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph
and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited condensed consolidated
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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.
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 September 30, 2014,
the Company has determined that there were no assets or liabilities measured at fair value.
Inventory
Inventory consists of
finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or market.
Recent Accounting Pronouncements
In June of 2014 the FASB
issued ASU 2014-10, “Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest
Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). The amendments in ASU 2014-10 remove the definition
of a development stage entity from the master glossary of the ASC, thereby removing the financial reporting distinction between
development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements
for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder
equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development
stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development
stage entity that in prior years it had been in the development stage.
The amendments also clarify
that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.
The Company has elected
to adopt the provisions of ASU 2014-10 for the fiscal quarter ending June 30, 2014. The adoption of ASU 2014-10 did not have a
significant impact on our results of operations, financial condition or cash flow.
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.
Change in Fiscal Year
End
As reported in the Company’s
current report on Form 8-K filed on May 7, 2014, on April 21, 2014, the Company’s board of directors approved a change to
the Company’s fiscal year end from July 31 to December 31 of each year. With the change effective this 2014 fiscal year,
which will now end December 31, 2014, there is a five month transition period covering the months from August 2013 to December
2013 and comparative figures in 2012.
Note 3 – Stockholders’
Deficit
The total number of shares
of all classes of capital stock which the Company is authorized to issue is 300,000,000 shares of common stock with $0.00001 par
value. On July 30, 2014, the Company’s board of directors approved an increase of the Company’s authorized common stock
from 75,000,000 to 300,000,000 shares. Such increase shall be subject to the approval of the Company’s shareholders prior
to its implementation.
On April 17, 2014, upon
approval from FINRA, the Company effected a 30 for 1 forward stock split by way of a stock dividend, of all of its issued and outstanding
shares of common stock (the “Stock Split”). The Stock Split did not affect the number of the Company’s authorized
common stock or its par value.
On April 21, 2014, the
Company entered into an agreement with accredited investors for the issuance and sale of 2,000,000 shares of its common stock at
a purchase price of $0.25 per share, for an aggregate consideration of $500,000. As of September 30, 2014, all of these shares
have been issued.
During the nine
months ended September 30, 2014, the Company cancelled 135,900,000 shares of its common stock (4,530,000 pre-Stock Split) as part
of the Merger transaction.
During the nine months
ended September 30, 2014, the Company issued 16,000,000 shares of its common stock valued at $25,000 as part of the Merger Agreement.
During the nine months
ended September 30, 2014, the Company committed to issue 112,000 shares of its common stock valued at $28,000 for services rendered.
As of September 30, 2014,
there are 62,100,000 shares of the Company’s common stock issued and outstanding.
Note 4 – Commitments
& Contingencies
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.
Note 5 - 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 shall be subject to the approval of the Company’s shareholders prior
to its implementation.
On April 2, 2014, the
Company granted 1,000,000 options with an exercise price of $0.25 per share.
The following table summarizes
the changes in options outstanding and the related prices for the shares of the Company’s common stock issued to employees
and consultants under a stock option plan at September 30, 2014:
| Options Outstanding
| |
Options Exercisable
|
| Exercise Prices ($) | | |
| Number Outstanding | | |
| Weighted Average Remaining Contractual Life (Years) | | |
| Weighted Average Exercise Price ($) | | |
| Number Exercisable | | |
| Weighted Average Exercise Price | |
$ | 0.25 | | |
| 1,000,000 | | |
| 4.50 | | |
$ | 0.25 | | |
| 1,000,000 | | |
$ | 0.25 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
The stock option activity for the nine months
ended September 30, 2014 is as follows:
| |
Options Outstanding | |
Weighted Average
Exercise Price |
Outstanding at December 31, 2013 | |
| — | | |
$ | — | |
Granted | |
| 1,000,000 | | |
| 0.25 | |
Exercised | |
| — | | |
| — | |
Expired or canceled | |
| — | | |
| — | |
Outstanding at September 30, 2014 | |
$ | 1,000,000 | | |
$ | 0.25 | |
Stock-based compensation
expense related to vested options was $282,247 during the nine months ended September 30, 2014. The Company determined the value
of share-based compensation for options vesting during the nine months ended September 30, 2014 using the Black-Scholes fair value
option-pricing model with the following weighted average assumptions: estimated fair value of Company’s common stock of $0.33,
risk-free interest rate of 1.8%, volatility of 125%, expected lives of 4.5 years, and dividend yield of 0%.
Note 6 – Subsequent
Events
Effective October
27, 2014, Mark Suponitsky resigned as the President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer
of the registrant. His decision to resign was not the result of any material disagreement with the registrant on any matter relating
to the registrant’s operations, policies or practices.
Effective October 27,
2014, immediately after the resignation of Mr. Suponitsky, Jack Ross was appointed as the registrant’s President, Chief Executive
Officer, Chief Financial Officer, Secretary and Treasurer, and to the registrant’s Board of Directors (the “Board”)
as a director.
Immediately after the
appointment of Mr. Ross to the Board, Mr. Suponitsky and Jordin Mendelsohn resigned from the Board. Their decision to resign from
the Board was not the result of any material disagreement with the registrant on any matter relating to the registrant’s
operations, policies or practices.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion
and analysis of the results of operations and financial condition of Synergy for the three and nine months ended September 30,
2014 and 2013, should be read in conjunction with the financial statements of Synergy, and the notes to those financial statements
that are included elsewhere in this Form 10-Q. Our discussion includes forward-looking statements based upon current expectations
that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing
of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors,
including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections
in our Form 8-K filed on May 7, 2014. We use words such as “anticipate,” “estimate,” “plan,”
“project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,”
“may,” “will,” “should,” “could,” and similar expressions to identify forward-looking
statements.
Overview
Synergy Strips Corp. (“Synergy”
or the “Company”) is in the business of marketing and distributing orally dissolving film strip products through various
distribution channels primarily in the health and wellness industry. The Company’s strategy is to take active ingredients
in popular consumer products and formulate an orally dissolving film strip as an alternative for consumers.
On April 7, 2014, an Agreement
and Plan of Merger (the “Merger Agreement”) was entered into by and among the Company, Synergy Merger Sub, Inc., a
Delaware corporation and the wholly owned subsidiary of the Company formed for the purpose of the transactions under the Merger
Agreement (“Merger Sub”), and Synergy Strips Corp., a Delaware corporation incorporated on January 24, 2012 (“SSC”).
The Merger Agreement provided for the merger of Merger Sub with and into SSC (the “Merger”), with SSC surviving the
merger as the wholly owned subsidiary of the Company. The Merger was consummated on April 21, 2014.
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 from “Oro Capital Corporation” to “Synergy Strips Corp.” in connection
with the Merger.
Our management’s
discussion and analysis of our financial condition and results of operations are only based on Synergy’s current business. Our
previous shell company’s results of operations are immaterial and will not be included in the discussion below. Key
factors affecting our results of operations include revenues, cost of revenues, operating expenses and income and taxation.
Results of Operations for the Three months
Ended September 30, 2014 and 2013
Revenue
For the three months ended
September 30, 2014 and 2013, we had revenues of $0 from sales of our products.
Operating Expenses
For the three months ended
September 30, 2014, our operating expenses were $142,236. This was primarily due to promoting the Synergy brand throughout North
America. For the three months ended September 30, 2013, our operating expenses were $14,195.
Net Loss
For the three months ended
September 30, 2014, our net loss was $142,236. This was primarily due to increased spending on developing the Synergy brand and
securing penetration in the United States (“U.S.”) market. For the three months ended September 30, 2013, our net loss
was $14,608.
Results of Operations for the Nine months
Ended September 30, 2014 and 2013
Revenue
For the nine months ended
September 30, 2014, we had revenues of $2,748 from sales of our products, as compared to revenue of $0 for the same period of 2013.
Cost of Revenue
For the nine months ended
September 30, 2014, our cost of revenue was $1,685. This was primarily due to securing the U.S. military via a distributor in the
U.S. Our cost of revenue for the nine months ended September 30, 2013, was $0.
Operating Expenses
For the nine months ended
September 30, 2014, our operating expenses were $787,858. This was primarily due to promoting the Synergy brand throughout North
America and loss from the Merger transaction. For the nine months ended September 30, 2013, our operating expenses were $22,692.
Net Loss
For the nine months ended
September 30, 2014, our net loss was $786,795. This was primarily due to increased spending on developing the Synergy brand and
securing penetration in the U.S. market and loss from the Merger transaction. For the nine months ended September 30, 2013, our
net loss was $23,810.
Results of Operations for the Five months
Ended December 31, 2013 and 2012
Revenue and Cost of
Revenue
For the five months ended
December 31, 2013 and 2012, we had no revenues and cost of revenues.
Operating Expenses
For the five months ended
December 31, 2013 and 2012, our operating expenses were $26,278 and $2,370, respectively.
Net Loss
For the five months ended
December 31, 2013 and 2012, our net loss was $26,691 and $2,670, respectively.
Liquidity and Capital Resources
Overview
As of September 30, 2014, we had $11,937 cash
on hand and $35,631 working capital.
Going Concern
The Company’s unaudited
condensed consolidated financial statements are prepared using accounting principles generally accepted in the U.S. (“U.S.
GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company had a cumulative net loss from inception to September 30, 2014 of $861,734. The Company
has working capital of $35,631 as of September 30, 2014. The Company has not yet established an ongoing source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going
concern is dependent on whether the Company can obtain adequate capital to fund operating losses until it establishes a revenue
stream and becomes profitable. If the Company is unable to obtain adequate capital it could be forced to cease development of operations.
In order to continue as
a going concern and to develop a reliable source of revenues, and achieve a profitable level of operations the Company will need,
among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional
capital through borrowing and sales of common stock. However, management cannot provide any assurances that the Company will be
successful in accomplishing any of its plans.
The ability of the Company
to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph
and eventually secure other sources of financing and attain profitable operations. The accompanying unaudited condensed consolidated
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Nine Months Ended
September 30, 2014 and 2013
Net Cash Used in Operating
Activities
For the nine months ended
September 30, 2014, we used net cash of $398,453 in operating activities, as compared to $23,725 used in operating activities for
the nine months ended September 30, 2013. The increase was primarily attributable to higher net loss during the nine months ended
September 30, 2014 offset with stock based compensation expense and loss from the Merger transaction.
Net Cash Provided by
Financing Activities
For the nine months ended
September 30, 2014, financing activities provided $407,160, as compared to $51,108 provided by financing activities for the nine
months ended September 30, 2013. The increase was primarily attributable to proceeds from sale of common stock offset with repayment
of notes payable.
Five Months Ended
December 31, 2013 and 2012
Net Cash Used in Operating
Activities
For the five months ended
December 31, 2013, we used net cash of $32,591 in operating activities, as compared to $1,674 for the five months ended December
31, 2012.
Net Cash Provided by
Financing Activities
For the five months ended
December 31, 2013, financing activities provided $1,913, as compared to $1,800 for the five months ended December 31, 2012.
Contractual Obligations and Off-Balance
Sheet Arrangements
Contractual Obligations
None.
Off-Balance Sheet Arrangements
None.
Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial
statements have been prepared on the accrual basis of accounting in accordance with U.S. GAAP.
Use of Estimates
The preparation of the
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 assets and liabilities at the date of the financial statements.
Actual results could differ from those estimates. Significant estimates include, but are not limited to, the collectability of
accounts receivable and the estimates used when evaluating long-lived assets for impairment. Estimates are used for, but are not
limited to, determining the following: allowance for doubtful accounts and inventory valuation reserves, recoverability of long-lived
assets, and useful lives used in depreciation and amortization.
Cash and Cash Equivalents
The Company considers
all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At September
30, 2014, the Company had no cash equivalents.
Revenue Recognition
Revenue is recognized
in accordance with Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements, as revised
by SAB No. 104. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price
is fixed or determinable and collectability is reasonably assured. Ownership and title of our products pass to customers upon delivery
of the products to customers. 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.
Income Taxes
The Company accounts for
income taxes under Financial Accounting Standards Board (“FASB”) Codification Topic 740-10-25 (“ASC 740-10-25”)
Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable
to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Fair Value of Financial
Instruments
We hold certain financial
assets, which are required to be measured at fair value on a recurring basis in accordance with the Statement of Financial Accounting
Standard No. 157, “Fair Value Measurements” (“ASC Topic 820-10”). ASC Topic 820-10 establishes a
fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest
priority to unobservable inputs (Level 3 measurements). ASC Topic 820-10 defines fair value as the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date.
Level 1 instruments include cash, account receivable, prepaid expenses, inventory and account payable and accrued liabilities.
The carrying values are assumed to approximate the fair value due to the short term nature of the instrument.
The three levels of the
fair value hierarchy under ASC Topic 820-10 are described below:
|
o |
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. We believe our carrying value of level 1 instruments approximate their fair value at September 30, 2014 due to their short term nature. |
|
o |
Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. |
|
o |
Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider depleting assets, asset retirement obligations and net profit interest liability to be Level 3. We determine the fair value of Level 3 assets and liabilities utilizing various inputs, including NYMEX price quotations and contract terms. |
Earnings (Loss) Per
Share
Net earnings (loss) per
share is computed by dividing net income (loss) less preferred dividends for the period by the weighted average number of common
stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) less preferred
dividends for the period by the weighted average number of common stock, common stock equivalents and potentially dilutive securities
outstanding during each period.
Recent Accounting Pronouncements
In June of 2014 the FASB
issued ASU 2014-10, “Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest
Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). The amendments in ASU 2014-10 remove the definition
of a development stage entity from the master glossary of the ASC, thereby removing the financial reporting distinction between
development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements
for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder
equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development
stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development
stage entity that in prior years it had been in the development stage.
The amendments also clarify
that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.
The Company has elected
to adopt the provisions of ASU 2014-10 for the fiscal quarter ending June 30, 2014. The adoption of ASU 2014-10 did not have a
significant impact on our results of operations, financial condition or cash flow.
There are no recent accounting
pronouncements that have had a material impact on our unaudited condensed financial statements.
Fiscal Year
The Company has adopted
December 31, as its fiscal year end.
Item
3. Quantitative and Qualitative Disclosures about Market Risk
As a “smaller reporting
company” as defined by Item 10 of Regulation S-K, we are not required to provide the information required by
this item.
Item
4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer
and Chief Financial Officer reviewed the effectiveness of our disclosure controls and procedures as of the end of the period covered
by the report and concluded that as of September 30, 2014, (i) the Company’s disclosure controls and procedures were not
effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the
time periods specified in the rules and forms of the Commission, and (ii) the Company’s controls and procedures have not
been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under
the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company's management, including its principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
Based on this evaluation,
our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls
and procedures were not effective.
Changes in Internal Controls Over Financial
Reporting
There were no changes
in our internal control over financial reporting identified in connection with our evaluation of these controls as of the fiscal
quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
Inherent Limitations on Effectiveness of
Controls
The Company's management
does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error
and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance
that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will
not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or
mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management
override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls
may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Part
II – Other Information
Item
1. Legal Proceedings
From time to time, we may
become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm
our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect
on our business, financial condition or operating results.
Item
1A. Risk Factors
As a “smaller reporting
company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None during the three months
ended September 30, 2014 that was not previously reported in a current report on Form 8-K.
Item
3. Default Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not Applicable.
Item
5. Other Information
None.
Item
6. Exhibits
Exhibit
Number |
|
Description |
3.1 |
|
Articles of Incorporation (1) |
3.2 |
|
Text of Amendment to Articles of Incorporation (2) |
3.3 |
|
Bylaws (1) |
31.1 |
|
Section 302 Certification by the Corporation’s Chief Executive Officer * |
31.2 |
|
Section 302 Certification by the Corporation’s Chief Financial Officer * |
32.1 |
|
Section 906 Certification by the Corporation’s Chief Executive Officer * |
32.2 |
|
Section 906 Certification by the Corporation’s Chief Financial Officer * |
101.INS |
|
XBRL Instance Document* ** |
101.SCH |
|
XBRL Taxonomy Extension Schema Document* ** |
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document* ** |
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document* ** |
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document* ** |
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document* ** |
|
* |
Filed herewith |
|
** |
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto
are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities
Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended,
and otherwise are not subject to liability under those sections. |
|
(1) |
Incorporated by reference from the registrant’s Registration
Statement on Form S-1 filed on November 21, 2012. |
|
(2) |
Incorporated by reference from the registrant’s Current Report on Form 8-K filed
on May 7, 2014. |
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Signatures |
|
Title |
|
Date |
|
|
|
|
|
/s/ Jack Ross |
|
Chief Executive Officer |
|
October 31, 2014 |
|
|
Chief Financial Officer |
|
|
Exhibit 31.1
CERTIFICATION
I, Jack Ross, certify that:
1. |
I have reviewed this Transition Report on Form 10-Q of Synergy Strips Corp.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: October 31, 2014 |
By: |
/s/ Jack Ross |
|
|
|
Jack Ross |
|
|
|
Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
Exhibit 31.2
CERTIFICATION
I, Jack Ross, certify that:
1. |
I have reviewed this Transition Report on Form 10-Q of Synergy Strips Corp.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
Date: October 31, 2014 |
By: |
/s/ Jack Ross |
|
|
|
Jack Ross |
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
Exhibit 32.1
CERTIFICATION
In connection with the transition report of
Synergy Strips Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2014, as filed with the Securities
and Exchange Commission (the “Report”), I, Jack Ross, Chief Executive Officer (Principal Executive Officer) of the
Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code,
that to the best of my knowledge:
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
Date: October 31, 2014 |
By: |
/s/ Jack Ross |
|
|
|
Jack Ross |
|
|
|
Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
Exhibit 32.2
CERTIFICATION
In connection with the transition report of
Synergy Strips Corp. (the “Company”) on Form 10-Q for the quarter ended September 30, 2014, as filed with the Securities
and Exchange Commission (the “Report”), I, Jack Ross, Chief Financial Officer (Principal Financial and Accounting Officer)
of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States
Code, that to the best of my knowledge:
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
Date: October 31, 2014 |
By: |
/s/ Jack Ross |
|
|
|
Jack Ross |
|
|
|
Chief Financial Officer |
|
|
|
(Principal Financial and Accounting Officer) |
|
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