TheCompany considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquidinvestments with maturities of three months or less, when purchased, to be cash and cash equivalents. As of June 30, 2025 and December31, 2024, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation(FDIC) in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this riskby placing its cash deposits with major financial institutions. At June 30, 2025 and December 31, 2024, the uninsured balances amountedto $1,286,994 and $503,215, respectively.

Amountsincluded in restricted cash represent amounts held for credit card collateral.

TheCompany evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that warrant revisedestimates of useful lives or that indicate that impairment exists. All of the intangible assets are subject to amortization. Intangibleassets are amortized on a straight-line basis over the useful lives.

Long-livedassets include intangible assets other than those with indefinite lives. The Company assesses the carrying value of its long-lived assetgroups when indicators of impairment exist and recognizes an impairment loss when the carrying amount of a long-lived asset is not recoverablewhen compared to undiscounted cash flows expected to result from the use and eventual disposition of the asset.

Indicatorsof impairment include significant underperformance relative to historical or projected future operating results, significant changesin the Company’s use of the assets or in its business strategy, loss of or changes in customer relationships and significant negativeindustry or economic trends. When indications of impairment arise for a particular asset or group of assets, the Company assesses thefuture recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If carrying valueexceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or assetgroup), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value.

TheCompany recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting StandardsCodification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenues are recognized whencontrol is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchangefor those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts,with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv)allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performanceobligation is satisfied.

TheCompany recognizes revenue upon shipment from its fulfillment centers. Certain of the Company’s distributors may also perform aseparate function as a co-packer on the Company’s behalf. In such cases, ownership of and title to the Company’s productsthat are co-packed on the Company’s behalf by those co-packers who are also distributors, passes to such distributors when theCompany is notified by them that they have taken transfer or possession of the relevant portion of the Company’s finished goods.Freight billed to customers is presented as revenues, and the related freight costs are presented as cost of goods sold. Cancelled ordersare refunded if not already dispatched, refunds are only paid if stock is damaged in transit, discounts are only offered with specificpromotions and orders will be refilled if lost in transit.  The Company recognizes revenue for its digital products in the monththe download by the customer occurs. 

Allproduct sales were initiated based upon the retailer’s purchase orders at a fixed transaction price and revenues recognized whenthe products were shipped to the Company’s customers.

TheCompany accounts for its IP license revenue, which provides the Company’s customer with rights to use the Company’s IP, inaccordance with ASC 606. A license may be perpetual or time limited in its application. In accordance with ASC 606, the Company willcontinue to recognize revenue from IP license at the time of delivery when the customer accepts control of the IP, as the IP is functionalwithout professional services, updates and technical support. The Company has concluded that its IP license is distinct as the customercan benefit from the functional IP on its own. Therefore, the Company has determined the right to use its IP was satisfied at a pointin time (on the date the rights to the IP were granted).

TheCompany does not have any contract assets such as work-in-process. All trade receivables on the Company’s condensed consolidatedbalance sheet are from contracts with customers.

Costsincurred to obtain a contract are capitalized unless short term in nature. As a practical expedient, costs to obtain a contract thatare short term in nature are expensed as incurred. The Company does not have any contract costs capitalized as of June 30, 2025 and December31, 2024.

Accountsreceivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstandinginvoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have beenexhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance fordoubtful accounts. As of both June 30, 2025 and December 31, 2024, allowance for doubtful accounts was $0.

TheCompany expenses marketing, promotions and advertising costs as incurred. Such costs are included in selling and marketing expense inthe accompanying consolidated statements of operations.

Costsincurred in connection with the development of new products and processing methods are charged to general and administrative expensesas incurred.

TheCompany utilizes FASB ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities forthe 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 theirfinancial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences areexpected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred taxasset will not be realized.

TheCompany generated a deferred tax asset through net operating loss carry-forward. However, a valuation allowance of 100% has been establisheddue to the uncertainty of the Company’s realization of the net operating loss carry forward prior to its expiration.

NomadChoicePty Ltd, the Company’s wholly-owned subsidiary is subject to income taxes in the jurisdictions in which it operates. Significantjudgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during theordinary course of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipatedtax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is differentfrom the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determinationis made.

SynergyCHC Inc., a wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgmentis required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinarycourse of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax auditissues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different fromthe carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determinationis made. 

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. Dilutedearnings per share is computed by increasing the denominator by the weighted average number of additional shares that could have beenoutstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on netincome per share is anti-dilutive. As of June 30, 2025 and 2024, options to purchase 252,102 and 336,134 shares of common stock, respectively,were outstanding. As of June 30, 2025, warrants to purchase 103,500 shares of common stock were outstanding.

TheCompany 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 fairvalue measurement disclosure.

ASC825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date. When determining the fair value measurements for assets and liabilities requiredor permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transactand 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 inputsand minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used tomeasure fair value:

Level1 - Quoted prices for identical assets or liabilities in active markets to which the Company has access at the measurement date.

Level2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level3 - Unobservable inputs for the asset or liability. 

Thedetermination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significantto the fair value measurement.

Our financial instruments consisted primarilyof cash and cash equivalents, restricted cash, accounts receivable, other receivable, loan receivable, accounts payable and accrued liabilitiesand short term and long term loans payable. The carrying amounts of such financial instruments approximate their respective estimatedfair value due to the short-term maturities and approximate market interest rates of these instruments.

As of both June 30, 2025 and December 31, 2024, the Company has determinedthat there were no assets or liabilities measured at fair value on a recurring basis.

Inventoryconsists of raw materials, components and finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis)or net realizable value. Finished goods include the cost of labor to assemble the items.

Thefunctional currency of one of the Company’s foreign subsidiaries (NomadChoice Pty Ltd.) is the U.S. Dollar. The Company’sforeign subsidiary maintains its records using local currency (Australian Dollar). All monetary assets and liabilities of the foreignsubsidiary were translated into U.S. Dollars at quarter end exchange rates, non-monetary assets and liabilities of the foreign subsidiarywere translated into U.S. Dollars at transaction day exchange rates.

Incomeand expense items related to non-monetary items were translated at exchange rates prevailing during the transaction date and other incomesand expenses were translated using average exchange rate for the period. The resulting translation adjustments, net of income taxes,were recorded in statements of operations as Remeasurement gain or loss on translation of foreign subsidiary.

Thefunctional currency of the Company’s other foreign subsidiary (Synergy CHC Inc.) is the Canadian Dollar (CAD). The Company’sforeign subsidiary maintains its records using local currency (CAD). All assets and liabilities of the foreign subsidiary were translatedinto U.S. Dollars at period end exchange rates and stockholders’ equity is translated at the historical rates. Income and expenseitems were translated using average exchange rate for the period. The resulting translation adjustments, net of income taxes, are reportedas other comprehensive income and accumulated other comprehensive income in the stockholder’s equity in accordance with ASC 220– Comprehensive Income.

Balancesheet:

Translationgains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currencyare translated into either Australian Dollars or Canadian Dollars, as the case may be, at the rate on the date of the transaction andincluded in the results of operations as incurred.

Inthe normal course of business, the Company provides credit terms to its customers; however, collateral is not required. Accordingly,the Company performs credit evaluations of its customers and maintains allowances for possible losses which, when realized, were withinthe range of management’s expectations. From time to time, a higher concentration of credit risk exists on outstanding accountsreceivable for a select number of customers due to individual buying patterns.

Warehousecosts include all third-party warehouse rent fees and are charged to selling and marketing expenses as incurred. Any additional costsrelating to assembly or special pack-outs of the Company’s products are charged to cost of sales.

Alldisplays manufactured and purchased by the Company are for placement of product in retail stores. This also includes all costs for displayexecution and setup and retail services are charged to cost of sales and expensed as incurred.

Costof sales includes the purchase cost of products sold, all costs associated with getting the products into the retail stores includingbuying and transportation costs and the hosting of the Company’s online Application. 

Debtissuance costs consist primarily of arrangement fees, professional fees and legal fees. These costs are netted off with the related loanand are being amortized to interest expense over the term of the related debt facilities.

Shippingand handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in selling and marketingexpenses.

Partiesare considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control,are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management,members of the immediate families of principal owners of the Company and its management and other parties with which the Company maydeal if one party controls or can significantly influence the management or operating policies of the other to an extent that one ofthe transacting parties might be prevented from fully pursuing its own separate interests (see Note 9).

Segmentidentification and selection is consistent with the management structure used by the Company’s chief executive officer who is theChief Operating Decision Maker (CODM) to evaluate performance and make decisions regarding resource allocation, as well as the materialityof financial results consistent with that structure. Based on the Company’s management structure and method of internal reporting,the Company has one operating segment. The Company derives its revenue from the sale of nutraceuticals. The accounting policiesof the segment are the same as those described in the summary of significant accounting policies. The chief operating decision makerassesses performance for the segment and decides how to allocate resources based on net income that also is reported on the income statementas consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. Significantsegment expenses include retailer promotions, freight and fulfillment, marketing and salaries. The Company’s CODM reviews financialinformation presented and decides how to allocate resources based on net income. The Company does have intra-entity sales or transfers.The Company’s CODM does not review operating results on a disaggregated basis; rather, the chief operating decision maker reviewsoperating results on an aggregated basis. 

GoingConcern Evaluation

Inconnection with preparing unaudited condensed consolidated financial statements for the six months ended June 30, 2025, management evaluatedwhether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s abilityto continue as a going concern within one year from the date that the unaudited condensed consolidated financial statements are issued.

TheCompany considered the following:

Ordinarily,conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern relate to the entity’sability to meet its obligations as they become due.

TheCompany evaluated its ability to meet its obligations as they become due within one year from the date that the financial statementsare issued by considering the following:

Managementconcluded that above factors alleviate doubts about the Company’s ability to generate enough cash from operations and other availablesources to satisfy its obligations for the next twelve months from the issuance date.

TheCompany will take the following actions if it starts to trend unfavorably to its internal profitability and cash flow projections, inorder to mitigate conditions or events that would raise substantial doubt about its ability to continue as a going concern:

TheCompany has identified an immaterial error in the Company’s previously issued consolidated financial statements related to Treasury Sharesheld by its wholly owned subsidiary. The adjustment pertained to the acquisition of remaining 50% ownership interest in Hand MD Corp.during July 2021 and accordingly the shares previously issued to Hand MD Corp. required correction on the financial statement as Treasury Shareson the consolidated balance sheet. The amount of the reclassification is $127,500 and has no effect on the consolidated statementof income and other comprehensive income (except for earnings per share and weighted average shares) and statement of cash flow.

Inevaluating whether the previously issued consolidated financial statements were materially misstated for the interim or annual periodsprior to December 31, 2022, the Company applied the guidance of ASC 250, Accounting Changes and Error Corrections, SEC StaffAccounting Bulletin (“SAB”) Topic 1.M, Assessing Materiality and SAB Topic 1.N, Considering the Effects of PriorYear Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that the effect of the errorson prior period annual financial statements was immaterial. The guidance states that prior-year misstatements which, if corrected inthe current year would materially misstate the current year’s financial statements, must be corrected by adjusting prior year financialstatements, even though such correction previously was and continues to be immaterial to the prior-year financial statements. Correctingprior-year financial statements for such immaterial misstatements does not require previously filed reports to be amended.

EarningsPer Share for the six months ended June 30, 2024:

InDecember 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 amendsthe rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or lossfrom continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefitfrom continuing operations (separated by federal, state, and foreign). In addition, ASU 2023-09 requires entities to disclose their incometax payments to international, federal, state, and local jurisdictions, among other changes. The amendments can be applied on a prospectivebasis although retrospective application is permitted. The amendments are effective for the fiscal years beginning after December 15,2024, with early adoption permitted. The adoption of ASU 2023-09 has not affected the Company’s financial statements.

InOctober 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’sDisclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 amends U.S. GAAP to reflect updates andsimplifications to certain disclosure and presentation requirements referred to FASB by the Securities and Exchange Commission (“SEC”).The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into codification. Each amendment in ASU 2023-06 iseffective on either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or RegulationS-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. The Company is currently evaluatingthe impact this update will have on its Consolidated Financial Statements. 

TheCompany is required to make future payments as follows: