
Synergetics, Inc. (1427580) 10-Q published on May 27, 2015 at 1:11 pm
On June 26, 2012, the Board of Directors of the Company and shareholders holding a majority interest of the issued and outstanding shares of the Company approved a reverse split of the shares on the Company on the basis of one (1) share for each seventy-five (75) shares held by shareholders of record as of June 26, 2012. Upon receipt of approval from the requisite regulatory authorities, the issued and outstanding number of shares of common stock after giving effect to the reverse split was effected August 30, 2012 reducing the issued and outstanding shares to 10,480,015 which amount includes 17 round-up shares issued as a result of the reverse split.
On December 4, 2013, concurrent with the appointment of the new directors, the Company approved payments of $5,000 per month retroactively to March 1, 2013 for Paul Lisak and Michael R. Wiechnik to be accrued and paid upon the Company having sufficient funds to do so. The Company further approved the issuance of a total of 750,000 shares of the common stock of the Company to each of Paul Lisak and Michael R Wiechnik as consideration for their services in the review of potential acquisitions for the Company. The shares have not yet been issued.
On December 3, 2013, the Company entered into a consulting agreement with an unrelated third party consultant. The agreement is for a term of twenty four months commencing December 1, 2013 and extended automatically at the end of each 24 month period unles terminated. The contract calls for a monthly fee of $5,000 per month, payable on the 15th of each month and out of pocket expenses upon the presentation of an expense report. The contract can be terminated upon 30 days written notice after the end of the initial twenty four months of the contract provided that compensation shall continue for the shorter of (i) the balance of the contract period or (ii) twelve (12) months from the date of termination. Other than termination for cause which requires sixty days notice, the contract cannot be cancelled by the Company in the initial twenty-four months. The consultant may terminate the contract for any reason within sixty (60) days notice.
On December 9, 2014, the Company created a Social Media subsidiary as a corporate entity focused on extending the Company's business into social media space. It is the Company's intention to explore and acquire assets, develop applications and websites necessary to extend its business activities into the social media space.
In anticipation of the action described above, in October 2014, the Company entered into an Application Development Agreement with Innovative Holdings, Inc. ("Innovative"), whereby the Company engaged Innovative to design and develop the Company's CannaNext Marijuana website and mobile app as an online local guide that connects people with marijuana businesses in states where such activities are legal, such as vendors, doctors, paraphernalia, dispensaries, drivers, growers, etc. In addition, website users can submit a review on their products or services using a one to five leaf rating system. Businesses can also update contact information and other basic listing information or add special deals. In addition to writing reviews, users can reply to reviews, add photos, post events, add other content or discuss their personal lives. The agreed consideration for the services was 2,000,000 restricted common shares of the Company and a convertible promissory note in the amount of $35,000.
On April 17, 2015, the Company issued a promissory note in the amount of $6,000 to an unrelated third party for additional working capital. The note is due December 17, 2015 and carries interest at 4 percent per annum, payable at maturity. In connection with the issuance of the note the Company also granted the note holder 40,000 shares of its common stock. If the Company defaults on this note, as defined, the Company is obligated to issue an additional 40,000 shares of its common stock to the holder.