UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

Washington, D.C. 20549


FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended JulyDecember 31, 2013


2014

Commission File No. file number: 333-185103

333-185103Synergy Strips Corp.


ORO CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)


Nevada 99-0379440
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
865 Spring Street Westbrook, ME04092
(Address of principal executive offices) (I.R.S. Employer
incorporation or organization)Identification No.)Zip Code)

23 Dassan Island Drive
Plettenberg Bay, 6600
South Africa
(Address of principal executive offices, zip code)

(613) 482-4886
(

Registrant’s telephone number, including area code)



(Former name, former address and former fiscal year,
if changed since last report)

code: 615-939-9004

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to sectionSection 12(g) of the Act:

Common Stock, $.001 par value

$0.00001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨Act.Yes [  ] No x


[X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)15 (d) of the Act. Yes ¨[  ] No x


[X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 x[X] 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨[X] No x


[  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨


[  ]

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”accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ¨
[  ]
Accelerated filer ¨
[  ]
Non-accelerated filer ¨
Smaller reporting company x
(Do[  ] (Do not check if a smaller reporting company)Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x[  ] No ¨


At January 31, 2013, the last business day of the Registrant’s most recently completed second fiscal quarter, the[X]

The aggregate market value of the votingregistrant’s common stock held by non-affiliates as of June 30, 2014 was approximately $25.7 million based upon the closing price of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $0.  At October 28, 2013,common stock as quoted by the Over-the-Counter Bulletin Board (the “OTC Bulletin Board”)

As of March 23, 2015, there were 6,000,00066,695,187 shares of the Registrant’s common stock, $0.00001 par value per share, outstanding. At July 31, 2013, the end of the Registrant’s most recently completed fiscal year, there were 6,000,000 shares of the Registrant’sregistrant’s common stock, par value $0.00001 per share, outstanding.


 


ORO CAPITAL CORPORATION
TABLE OF CONTENTS

 

Table of Contents

PART I
  
Page No.ITEM 1.BUSINESS4
ITEM 1A.RISK FACTORS8
ITEM 1B.UNRESOLVED STAFF COMMENTS8
ITEM 2.PROPERTIES8
ITEM 3.LEGAL PROCEEDINGS8
ITEM 4.MINE SAFETY DISCLOSURES8
   
PART II
 
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES9
ITEM 6.SELECTED FINANCIAL DATA9
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS10
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK14
ITEM 8.CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA14
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE16
ITEM 9A.CONTROLS AND PROCEDURES16
ITEM 9B.OTHER INFORMATION17
   
PART III
 
Item 1.ITEM 10.BusinessDIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE418
Item 1A.ITEM 11.Risk FactorsEXECUTIVE COMPENSATION1420
Item 1B.ITEM 12.Unresolved Staff CommentsSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS1421
Item 2.ITEM 13.PropertiesCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE1422
Item 3.ITEM 14.Legal ProceedingsPRINCIPAL ACCOUNTANT FEES AND SERVICES14
Item 4.Mine Safety Disclosures1423
   
PART IV
   
Item 5.ITEM 15.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities14
Item 6.Selected Financial Data15
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations15
Item 7A.Quantitative and Qualitative Disclosures About Market Risk21
Item 8.Financial Statements and Supplementary Data22
Item 9.ChaChanges in and Disagreements with Accountants on Accounting and Financial Disclosure23
Item 9A.Controls and Procedures23
Item 9B.Other InformationEXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES24
   
SIGNATURES 26
   
Item 10.Directors, Executive Officers and Corporate Governance24
Item 11.Executive Compensation26
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters27
Item 13.Certain Relationships and Related Transactions, and Director Independence28
Item 14.Principal Accounting Fees and Services28
EXHIBIT INDEX 

Item 15.Exhibits and Financial Statement Schedules28
Signatures292





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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K of Oro Capital Corporation, a Nevada corporation,

Information contained in this annual report contains “forward-looking statements,”statements” as defined inby the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identifyThese forward-looking statements are contained principally in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” and are generally identifiable by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “continue”“project” or the negative of such terms andthese words or other variations on these words or comparable terminology. TheseAs used herein, “we,” “us,” “our” and the “Company” refers to Synergy Strips Corp. and its wholly owned subsidiary.

The forward-looking statements include, without limitation, statements aboutherein represent our market opportunity,expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our strategies, competition, expected activitiesfuture financial performance; the continuation of historical trends; the sufficiency of our cash balances for future needs; our future operations; our sales and expendituresrevenue levels and gross margins, costs and expenses; the relative cost of our operation as we pursuecompared to our business plan,competitors; new product introduction, entry and expansion into new markets and utilization of new sales channels and sales agents; improvements in, and the adequacyrelative quality of, our available cash resources. Although we believe thattechnologies and the expectations reflectedability of our competitors to copy such technologies; our competitive technological advantages over our competitors; brand image, customer loyalty and expanding our customer base; the sufficiency of our resources in thefunding our operations; and our liquidity and capital needs.

Our forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of minerals prices, the possibility that exploration efforts will not yield economically recoverable quantities of minerals, accidents and other risks associated with mineral exploration and development operations, the risk that the Company will encounter unanticipated geological factors, the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration and development plans, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).


Our management has included projections and estimates in this Form 10-K, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

All references in this Form 10-K to the “Company”, “Oro Capital”, “we”, “us,” or “our” are to Oro Capital Corporation.


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PART I
ITEM 1.  BUSINESS
ORGANIZATION WITHIN THE LAST FIVE YEARS

Oro Capital Corporation (the “Company”) is an exploration-stage company engaged in exploration in Saskatchewan Province, Canada, for commercially recoverable metal-bearing mineral deposits. The Company has not yet identified any proven or probable mineral reserves, and only limited exploration activity has so far been undertaken, primarily by governmental bodies in Saskatchewan Province. Provided the Company successfully identifies commercializable mineral deposits, it intends to engage in a joint venture or partnership with a larger, more established mining operator to commence mining, processing and distributing the mineral deposits.
We were incorporated under the laws of Nevada in December, 2010. Currently, we have only one officer or director, Mr. Danny Aaron. Our address is 23 Dassan Island Drive, Plettenberg Bay, 6600 South Africa.

Our CEO, Danny Aaron, is presently our only employee. Mr. Aaron devotes approximately 10% of his time, or four hours per week to the Company.  We expect to conduct most of our activities through third party independent contractors, although we have engaged no such contractors at present.

Our Industry
Diamonds are the most concentrated form of carbon and are differentiated from other substances by unique crystal structure. This structure identifies the bond among a repeating arrangement of compounds or elements that produce a solid entity. In fact, the diamond consists of the strongest chemical bond known today, lending to the diamond's exceptionally resilient properties.
The natural process through which diamonds form adds an allure. Diamonds typically form deep within the earth where there exist conditions of extreme heat and pressure, with evidence suggesting that diamonds have formed hundreds of miles below the earth's surface. Temperatures in excess of one thousand degrees Celsius and pressure of at least fifty kilobars are conditions necessary for diamond formation, with the atmospheric pressure at sea level measuring just one kilobar. In some cases, diamonds form at shallower depths which exhibit abnormally high levels of pressure, though the quality of these diamonds is generally lower than those which form deep within the earth.
Diamond deposits that are large enough for mining are generally located in cratons, which are vast areas of the earth’s crust which have reasonably stable properties and cover a large percentage of most continents. Cratons consist of a substantial crust with roots that extend into the earth's mantle below. Diamonds are transported to the earth's surface by magma, or liquid volcanic rock traveling through these roots, which cools and hardens as it reaches the cooler temperature of the earth’s surface. During this hardening process, cone shaped diamond deposits materialize, named kimberlite pipes after Kimberley, South Africa where the first kimberlite pipe was found. While diamonds are occasionally discovered in meteorites and different types of rocks, most diamonds have historically been found in kimberlite pipe deposits.
The value of the diamond extends far beyond the exquisite beauty that makes it popular for use in fine jewelry. The hardest substance known to man, diamonds can also withstand extreme pressure and shock, making them valuable for industrial use in tools for cutting, polishing, drilling and grinding. Flawed diamonds that are not suited for jewelry as well as synthetic diamonds are often designated for such manufacturing applications.
Until the 1990's junior miners in Canada really didn't do much diamond exploration. There were a few in far out of the way places, but most juniors were pre-occupied with precious metals. But in the early 90's that all changed. The discovery of diamonds in Canada’s north, in the NWT sent the junior mining industry into a frenzy.

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Source:
http://www.articlesbase.com/science-articles/science-of-diamonds-164303.html
Canada represents a unique opportunity within the global metals and mining market. Driven by a powerful combination of abundant natural resources and a secure investment climate, it has firmly established itself as a global mining centre. Over 1,400 mining companies now list on Canada’s national exchange, which is a majority of the world’s listed mining firms.
The strength of Canada’s mining industry has been a key driver of economic growth. As one of the world’s largest producers of metals and minerals – holding twelve top-five production rankings – mining is vital to Canada’s economy, contributing $40 billion in 2008. It is also an important supplier to global markets, with over 80% of production exported. Having led the world in exploration spending since 2004, the outlook for mining in Canada remains robust.
In May, 2011, the Saskatchewan Mining Association published a fact sheet that showed the following:

●In 2008 mining accounted for $7.7 Billion in Saskatchewan’s GDP (roughly 12% of the total economy);
●Since 2008, the industry has grown at a rate of $1.4 Billion per year, which growth is expected to last until 2028;
●In 2009 Saskatchewan mineral production was valued at $5 Billion, down from the high of $9.7 Billion established in 2008 but still accounting for 15.6% of all of Canada’s output,
●In the past 3 years $1 Billion has been invested in mineral exploration in Saskatchewan.);
●Mining employs about 6% of the workforce, which is expected to grow to 17% by 2028.
http://www.saskmining.ca/info/Fact-Sheets/fact-sheet-q-a.html
The Mining Association of Canada (“MAC”) published its 2012 Facts and Figures (for 2011) and reported:

●Canadian mining generated revenues of $36 Billion in 2010;
●Canada led the world in mining investment with 19% of all worldwide investment;
●MAC estimates $136 Billion in additional investment over the next decade;
●Mineral pricings increased in 2010 and pulled back slightly in 2011;
●Saskatchewan was second only to Ontario in mining revenues among Canadian provinces;
●Canada had no diamond exports in 1998 but $2.8 Billion by 2008.
https://docs.google.com/viewer?url=http%3A%2F%2Fwww.mining.ca%2Fwww%2Fmedia_lib%2FMAC_Documents%2FF%26F2011-English.pdf
Sales and Marketing
We are seeking to explore further on our property for commercializable diamond bearing kimberlite bodies deposits. Diamond bearing kimberlite bodies can be freely soldcurrent expectations and marketed throughout the Canada. We do not expect to be engaged in the salesbeliefs concerning future developments, and marketing of the minerals. We intend to focus on the exploratory phase and, if successful, to partner with a larger, more experienced, and better financed mining company.
Current Business Operations
Our Business
We intend to become engaged in the exploration for commercially recoverable metal-bearing mineral deposits, such as diamond bearing kimberlite bodies. Currently, our exploration activities are in  Located 2 kilometers N of the village of Shipman, 50 kilometers NE of Prince Albert, central Saskatchewan, Canada. The property is more specifically located at Latitude 53 o  30' 00” North, Longitude 104 o  58' 00” West;  NTS: 73H/07, 10.

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While the company expects to hire local (Saskatchewan) based exploration companies to do the actual field exploration work, there is an 8 hour time difference between South Africa and Saskatchewan, Canada.  It will likely be impractical for Mr. Aaron to travel to Saskatchewan.  Further, the currencies of South Africa and Canada are different and there could be some issues with currency exchange rates. Currently the exchange rate is 8.977 South African Rands for 1 Canadian Dollar.
There are a number of qualified exploration companies and consultants (who are very familiar with diamond exploration techniques) operating in and around Saskatoon and LaRonge.  There can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements.

Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the company will have sufficient funds to acquire or maintain the services of these consultants.

future.

Timetable of Exploration
We will begin Phase I of our exploration plan in about January 2014. Below is our exploration timeline:
Months from completing our public offering12345678910111213141516
Phase 1 - (Magnetic Survey)
                
 PermittingXXX             
 Field Work   X            
 Summary Results    X           
Phase 2 - (Gravity Survey)
                
 Field Work      X         
 Summary Report       X        
Phase 3 - (Drilling)
                
 Permitting           XX   
 Drill Mobilization Drilling             X  
 Sample Analysis              X 
 Final Report               X
Business Strategies
Our business strategies and near-term plans are as follows
3
 

PART I

ITEM 1. BUSINESS – OVERVIEW OF OUR COMPANY

Overview

We are in the business of marketing and distributing consumer-branded products through various distribution channels primarily in the health and wellness industry. Our strategy is to grow both organically and by future acquisition.

Development of the Business

We were organized as a corporation under the laws of the State of Nevada on December 29, 2010 under the name “Oro Capital Corporation”. On April 7, 2014, an Agreement and Plan of Merger (the “Merger Agreement”) was entered into by and among us, Synergy Merger Sub, Inc., a Delaware corporation and our wholly owned subsidiary 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 our wholly owned subsidiary. On April 17, 2014, we issued a share dividend to our shareholders in order to effect a 30-for-1 forward stock split. The Merger was consummated on April 21, 2014. On April 21, 2014, we changed our fiscal year end from July 31 to December 31. On April 28, 2014, we changed the name of the Company from “Oro Capital Corporation” to “Synergy Strips Corp.”

Current Fiscal Year Developments

Loan and Warrants

On January 22, 2015, we entered into a Loan and Security Agreement (“Loan Agreement”) with Knight Therapeutics (Barbados) Inc. (“Knight”), pursuant to which Knight agreed to loan us $6.0 million (the “Loan”), and which amount was borrowed at closing (the “Financing”) for the purpose of acquiring the Focus Factor Business (defined below). At closing, we paid Knight an origination fee of $120,000 and a work fee of $60,000 and also paid $40,000 of Knight’s expenses associated with the Loan. The Loan bears interest at a rate of 15% per year; provided, however, that upon the occurrence of an equity or convertible equity offering by us of at least $1.0 million, the interest rate will drop to 13% per year. Interest accrues quarterly and is payable in arrears on March 31, June 30, September 30 and December 31 in each year, beginning on March 31, 2015.

All outstanding principal and accrued and unpaid interest is due on the earliest to occur of either January 20, 2017 (the “Maturity Date”), or the date that Knight, in its discretion, accelerates our obligations due to an event of default. We may extend the Maturity Date for two successive additional 12-month periods if at March 31, 2016 and March 31, 2017, respectively, our revenues exceed $13.0 million and our EBITDA exceeds $2.0 million for the respective 12-month period then ending. Principal payments under the Loan Agreement commence on June 30, 2015 and continue quarterly as set forth on the repayment schedule attached to the Loan Agreement.

Subject to certain restrictions, we may prepay the outstanding principal of the Loan (in whole but not in part) at any time if we pay a concurrent prepayment fee equal to the greater of (i) the total unpaid annual interest that would have been payable during the year in which the prepayment is made if the prepayment is made prior to the first anniversary of the closing, and (ii) $300,000. Our obligations under the Loan Agreement are secured by a first priority security interest in all of our present and future assets. We also agreed to not pledge or otherwise encumber our intellectual property assets, subject to certain customary exceptions.

The Loan Agreement includes customary representations, warranties, and affirmative and restrictive covenants, including covenants to attain and maintain certain financial metrics, and to not merge or dispose of assets, acquire other businesses (except for businesses substantially similar or complementary to our business, provided the aggregate consideration to be paid does not exceed $100,000) or make capital expenditures that exceed the amount provided in our annual business plan by greater than $100,000 in any year. The Loan Agreement also includes customary events of default, including payment defaults, breaches of covenants, change of control and material adverse effect default. Upon the occurrence of an event of default and during the continuation thereof, the principal amount of the Loan will bear a default interest rate of an additional 5%.

In connection with the Loan Agreement, we issued to Knight a warrant that entitles Knight to purchase 4,595,187 shares of our common stock (“Common Stock”) on or prior to close of business on January 30, 2015 (the “ST Warrant”). The aggregate exercise price of the ST Warrant is $1.00. Knight exercised the ST Warrant on January 22, 2015. Also in connection with the Loan Agreement, we issued to Knight a warrant to purchase 3,584,759 shares of Common Stock on or prior to the close of business of January 22, 2025 (the “LT Warrant”). The exercise price per share of the Common Stock under the LT Warrant is $0.34. The LT Warrant provides for cashless exercise. The LT Warrant also provides that, in the event the closing price of the Common Stock remains above $1.00 for six consecutive months (the “Benchmark Period”), Knight will forfeit the difference between the number of shares acquired upon exercise of the LT Warrant prior to the expiration of the 90-day period after the Benchmark Period, and 25% of the shares purchasable under the LT Warrant.

· Further evaluate prospecting results to date;4
 

Asset Purchase Agreement

On January 22, 2015 (the “Closing Date”), we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Factor Nutrition Labs, LLC, a Delaware limited liability company (the “Seller”),Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. (each a “Principal Owner”). Pursuant to the Purchase Agreement, we purchased all of the assets of the Seller’s line of business and products called FOCUS Factor (the product purchased thereunder, together with the business related to the product, is collectively referred to as the “Focus Factor Business”) and assumed the accounts payable and contractual obligations of the Focus Factor Business for an aggregate purchase price of $6.0 million, with $4.5 million paid on the Closing Date, and $750,000 to be paid on or before January 20, 2016 and an additional $750,000 to be paid on or before January 20, 2017.

The Purchase Agreement contains customary representations and warranties and covenants by each party. The Purchase Agreement contains customary indemnification provisions in our favor, including, subject to certain limitations, whereby the Seller and each of the Principal Owners agree to indemnify us and our affiliates for any losses arising out of any breach of their representations or warranties and any breach or failure to perform their covenants under the Purchase Agreement, among others.

The Purchase Agreement also provides that during the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date (the “Restricted Period”), the Seller, the Principal Owners (other than Thor Associates, Inc.), and their respective affiliates agree to not, among other things, (i) compete against the Focus Factor Business, (ii) solicit any employee or consultant providing services in connection with the Focus Factor Business (a “Covered Employee”), (iii) hire any former Covered Employee who left employment or retention by us within one year of such departure, or (iv) solicit any of our customers or suppliers who was a customer or supplier within the two year-period prior to the solicitation, to the extent such business is similar to the business conducted by such customer or supplier with us.

Distribution Agreement

On January 22, 2015, we and Knight entered into a Distribution, License and Supply Agreement (the “Distribution Agreement”), pursuant to which we granted to Knight an exclusive license to commercialize FOCUSFactor, FOCUSFactor Kids and Synergy Strip and all improvements thereto (together the “Licensed Products”) and appointed Knight as the exclusive distributor to offer to sell and sell the Licensed Products in Canada, and, at Knight’s election, one or more of the State of Israel, the Russian Federation, and Sub-Saharan Africa (the “Territory”). The Distribution Agreement provides that Knight may sublicense its rights or use sub-distributors under the Distribution Agreement on terms consistent with the terms of the Distribution Agreement. During the term of the Distribution Agreement, Knight agrees to obtain from us all its requirements for the Licensed Products and we agree to supply the Licensed Products at its adjusted production cost plus a designated percentage and any applicable taxes.

Pursuant to the Distribution Agreement, Knight agrees to not (i) knowingly solicit or accept orders of Licensed Products from any customer outside the Territory, (ii) knowingly distribute Licensed Products for sale or use outside the Territory, or (iii) supply any third-party distributor with Licensed Products after Knight has actual knowledge that such third party has distributed or offered to distribute Licensed Products outside the Territory. Similarly, under the terms of the Distribution Agreement, we agree that we will not (i) knowingly solicit or accept orders of Licensed Products from a customer in the Territory, (ii) knowingly distribute Licensed Products for sale or use in the Territory, or (iii) supply any third-party distributor with Licensed Products after we have knowledge that such third party has distributed or offered to distribute Licensed Products in the Territory.

The Distribution Agreement includes customary representations and warranties and covenants by the parties, each of which also agrees to customary indemnification provisions. In the event of our long-term inability to supply Knight with the Licensed Products, Knight is entitled to require, among other remedies, that we grant a Knight-designated third party a non-exclusive license to use all relevant intellectual property to manufacture and supply Knight with the Licensed Products for commercialization in the Territory. The term of the Distribution Agreement expires 15 years from the date of the first commercial sale of a Licensed Product in Canada, and the Distribution Agreement will automatically renew for successive 15-year periods unless either party provides the other with written notice of its intention not to renew (a “Non-Renewal Notice”). We agree that, in the event we issue a Non-Renewal Notice, we will pay to Knight a non-renewal fee equal to the net sales of the Licensed Products achieved by Knight in the Territory during the eight calendar quarters preceding the date of such notice, plus all applicable taxes.

Mr. Jack Ross, CEO of the Company has entered into Stock Pledge and Security Agreement with Factor Nutrition Labs, LLC on January 22, 2015 and pledged certain shares as a guarantee for additional payment of $1,500,000 pursuant to the said Asset Purchase Agreement.

·Perform a rough survey of diamond bearing kimberlite bodies over a test area; and5
 ·Investigate other metallogenic areas, mainly through surface work, which may be combined with limited tunnel exploration and drilling.
 Mining Industry
General

Distribution Option Agreement

In connection with the Loan Agreement, we entered into a Product Distribution Option Agreement, dated January 22, 2015 (the “Option Agreement”), pursuant to which we granted Knight the exclusive right to negotiate the exclusive distribution rights of any one or more of our products, including products from the Focus Factor Business, for the territories of Canada, the Russian Federation, Sub-Saharan Africa and the State of Israel (the “Option”), pursuant to designated parameters. The Option Agreement is effective upon the date of the Option Agreement, will expire on January 31, 2045, and will automatically renew thereafter for successive five-year periods unless either party provides a notice of termination prior to the Option Agreement’s expiration. If Knight does not exercise the Option, then we successfully identify commercializable mineral depositsare free to contract for distribution with other parties, but only on terms no less favorable than those offered by Knight pursuant to the Option Agreement.

Description of the Business.

FOCUSfactor is sold at America’s leading retailers such as Costco, Sam’s Club, Walmart, Walgreens and obtain the required government license, our primary business activityThe Vitamin Shoppe. FOCUSfactor is anticipated to be mining, processing and distributing diamond bearing kimberlite bodies,a brain-health nutritional supplement that includes a proprietary blend of brain supporting vitamins, minerals, antioxidants and other mineral products. Canadanutrients. In December 2012, the United States Patent and Trademark Office issued US Patent 8,329,227 covering FOCUSfactor’s proprietary formulation “for enhanced mental function.” The issuance of the patent marked one of the few times a patent has been issued for a nationally branded nutritional supplement. FOCUSfactor is currentlyclinically tested with results demonstrating improvements in focus, concentration and memory in healthy adults.

Strategy.

We intend to expand on the FOCUSfactor product’s retail strategy and build out a net importerstrong online sales model.

Technology.

In December 2012, the United States Patent and Trademark Office issued U.S. Patent 8,329,227 covering FOCUSfactor’s proprietary formulation “for enhanced mental function.” The issuance of nonferrous metals. There are governmental restrictions on explorationthe patent marked one of the few times a patent has been issued for a nationally branded nutritional supplement.

The issuance of the patent for FOCUSfactor came after a 2011 clinical study report which showed that FOCUSfactor improved memory, concentration and mining activityfocus in Canada, discussed further below.

We believe that Canada will continue to industrialize and this will cause increased demand for industrial raw materials such as non-ferrous metals. We expect prices of non-ferrous metals to increasehealthy adults participating in the future, although prices may experience significant fluctuations.

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LOCATION AND ACCESS
The Shipman Diamond Project is located 50 kilometers northeast of Prince Albert, Saskatchewan, Canada and 2 kilometers northFOCUSfactor was sponsored by Factor Nutrition Labs, the owner of the villageFocus Factor Business at the time, and was conducted by Cognitive Research Corporation, a full-service contract research organization that specializes in the effects of Shipman (Figure 1, 2 & 3).
nutritional supplements and pharmaceutical products on human cognition. The Project is withinstudy was conducted in compliance with all applicable country requirements for the Southern Mining District. It consistsconduct of a single claim centered at Latitude 53 o  30' 00” North, Longitude 104 o  58' 00” Westclinical studies, including those outlined by the International Conference on the northwest corner of National Topographical Survey map sheet 073H/07Harmonization, Consolidated Guidelines on Good Clinical Practices, and the southwest corner of 073H/10.
There is excellent access by secondary township roads from Shipman, which are in turn accessed by paved 2-lane roads from Prince Albert. A rail line lies along the paved road directly south of the project. Accommodation, foodFood and fuel are available at Prince Albert.
PHYSIOGRAPHY AND CLIMATE
The Project is flat-lying and lies at an elevation of 1600 m ASL. Land use in the region is agricultural, but the property itself is generally low, wet ground, with a stream cutting through the northwest quarter. There are small woodlots preserved and used for local cutting.  Predominant tree species are poplars and tamarack. The region is open to exploration, development and mining throughout the year.
The climate of this region is semi-arid.  The annual mean temperature (100 year average) for the area is 0.8°C. Monthly mean temperatures vary from -22°C (January) to +17°C (July). The annual mean precipitation is 406 mm, including 145 cm annual snowfall.
Prince Albert serves as a supply centre. The city has scheduled air links to Saskatoon and Regina. Two hydroelectric dams (Codette/Nipawin and E.B. Campbell) on the Saskatchewan River near Nipawin (within 50 km of the property) generate in excess of 500 MW of electrical power and a high voltage transmission line is in close proximity to the property. Cell phone coverage of this area is provided by SaskTel.
CLAIM INFORMATION AND PROPERTY OWNERSHIP
The Project consists of a single claim block having a total surface area of 256 hectares (one section or 632 acres). It lies 2 kilometers north of the village of Shipman along township and tertiary roads connected with paved Hwy. 55, within the northwest quarter of NTS map sheet 073H/07 and the southwest quarter of 073H/10.   The claim is registered in the name of Mr. Duncan Bain, of London, Ontario, Canada.  The claim is listed in Table 1 and shown in Figure 3. To maintain the property in good standing, Saskatchewan Industry and Resources (SIR) requires proof of exploration expenditures, or cash payment in lieu, of $12 per hectare per year (after the first year).  These assessment requirements amount to $3,072.00 for the project.  The first assessment due date is August 7, 2013.
TABLE 1 – CLAIM DATA
Drug Administration.

Products

Current Products

Adult Version

Kids Version

BlockClaim
Number
Registered
Owner
Area
(Hectares)		Recording
Date		Anniversary
Date		Township/Range
ShipmanS-143740
Duncan
Bain
256 hectaresAugust 8, 2011August 7, 2013
All of Section 24,
Township 52, Range 21  
W of Second Meridian
6
Permits for exploration field work are administered by Saskatchewan Environment and Resource Management (the “SERM”), with regional offices in Prince Albert. No mineralized zones, mineral resources or mine workings are located on the property.
The permitting process in Saskatchewan will include a surface exploration permit and may require other permits if water, wildlife or vegetation are disturbed by the process. In order to obtain the appropriate permits an application must be submitted to a Ministry of Environment’s Ecological Protection Specialist. Verification from the Heritage Resources Branch and a map from the Conservation Data Centre must accompany the application. The cost of the  permit varies depending on the size of the tract and the number or laborer days involved. Many of the mining areas of Saskatchewan are inaccessible during the winter months.

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The SERM has promulgated a set of mineral exploration guidelines as of 2012, which set forth SERM’s requirements and best practices for staking, clearing, work camps, drilling, hazardous materials and a variety of other matters that mining exploration companies are likely to encounter.   http://www.environment.gov.sk.ca/mineralexploration . The Company plans to abide by these guidelines insofar as relevant to the Company’s anticipated operations.
Surface Disturbance Permits are required for mineral exploration in Saskatchewan prior to any exploration work starting. The permit required is a Surface Exploration permit. 
Legislation includes the Provincial Lands Regulations and the Environmental Management & Protection Act.
An application is submitted to the Ministry of Environment’s Ecological protection Specialist at the La Ronge Office, in Northern Saskatchewan. Permits need 45 days for approval and are in effect for 18 months.
Saskatchewan Environment (SERM) may require a closure report at the conclusion of a permitted mineral exploration program.   A Closure Report identifies any exceptions or deviations from the proposed plan. The closure report should contain sufficient detail so as to give department staff an understanding of actual and potential environmental and surface impacts that occurred during the permitted mineral exploration program.
The company is responsible for returning the disturbed areas to the state they were in prior to any exploration or development activity by the company.
Saskatchewan is a mining friendly jurisdiction.  In 2009, Natural Resources Canada ranked Saskatchewan as the number one Canadian jurisdiction in mineral value of sales for 2008, surpassing the historic jurisdictions of Ontario and British Columbia.
Drilling Samples for Caustic Fusion  Reverse Circulation Chips and/or Drill Core.
Sample Collection:
Drilling samples will be collected in approximately 15 pound sample sizes and will have depths to and from of each sample recorded.  They are then placed in doubled plastic bags. The inner bags are sealed with a plastic cable tie and the outer bag is sealed with a plastic cable tie and then sealed with a metal security tag.  The sample number is written on the bag.  Each bag is then placed in a plastic bucket with a tamper-proof lid and sealed.  The samples are assigned individual, generic sample numbers that do not indicate where the samples are from.
Kimberlite rock chips and dust (from the RC drill) are captured within a pre-labelled plastic  bag inside a 20 kg white pail.  The bag is then closed with a plastic cable tie and sealed with a security tag.  A 200kg caustic fusion sample corresponds to approximately 15.25 metres of kimberlite drilled depending on chip recovery.  The pail is labelled on the inside and the outside with a unique sample number then capped with a lid. The sample numbers do not  indicate the geographic location the sample was taken from.   The security tag numbers are recorded in a handbook and input to an electronic database for tracking before the samples are shipped. Kimberlite or not, a representative sample across each 1.5 m interval was collected for detailed microscope logging at every hole drilled. 
Drill samples collected will be logged onsite and then stored in a secure 20 foot shipping container also onsite A project geologist will deliver the samples directly from the Property to SRC Laboratory in Saskatoon, Saskatchewan for caustic fusion analysis. (approximately a 3 hour drive)
Security seals are checked upon receipt by SRC and any damage will be noted.
All chain of custody information  is kept in a table  that will be sent to the Companies head office along with geological and sample location information. Representative hand samples of the kimberlite are collected. If there is more than one kimberlite type encountered or more than one locality of the one kimberlite, a sample from every type/area  is collected and referenced to the microdiamond sample.  

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Sample Processing at Laboratory:
(SRC Laboratory Procedure/Protocol for Caustic Fusion Sample Processing)
All samples for diamond analysis will be sent to SRC of Saskatoon, Saskatchewan,  Canada, an ISO/IEC 17025 accredited lab.  
The caustic fusion method of diamond extraction is employed by SRC. For samples processed for diamonds > 106 μm, this method includes:
 ●weighing the sample as it arrives
●
drying and crushing at 0.5 inch gap
●
fusing the sample with NaOH and adding tracers
●
discarding the -0.075 mm residue
●
again adding  tracers and cleaning the +0.075 mm crude residue by chemical treatment
●
screening the chemically treated residue and discarding the 0.075 mm portion
●
using microscopes to recover and document the natural diamonds and recover the added tracers to the +0.106 mm fractions. 
Each sample is checked twice

Development and Commercialization Strategy

Research and Development

We currently outsource our research and development to ensure that the all the diamonds have been recovered.

HISTORY
The Shipman project was recorded in August 8, 2011a third party experienced in the namedevelopment of Duncan Bain. It lies approximately 30 kilometers NNWsuch technologies, which third party is led by a group of experienced scientists.

Manufacturing

We currently outsource the manufacturing of our products to third parties who have the necessary equipment and technology to provide mass quantities if required.

Commercialization

We are highly dependent on two retailers for the sale of our FOCUSfactor product: Costco Wholesale Corporation and Sam’s West, Inc./Walmart (a/k/a Sam’s Club). We intend to diversify our sales network and generate revenue by selling our consumer-ready products to retailers across North America, which retailers may then sell to end consumers through retail distribution channels. We also sell direct to wholesalers and distributors at a reduced cost to grow our revenue base quickly and to penetrate the market more effectively.

Intellectual Property

Our success depends in part upon our ability to protect our core technology and intellectual property. To establish and protect our proprietary rights, we will rely on a combination of patents, patent applications, trademarks, copyrights, trade secrets, including know-how, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other contractual rights. In December 2012, the United States Patent and Trademark Office issued U.S. Patent 8,329,227 covering FOCUSfactor’s proprietary formulation “for enhanced mental function.” The issuance of the Star deposit. To this date therepatent marked one of the few times a patent has been issued for a nationally branded nutritional supplement.

The issuance of the patent for FOCUSfactor came after a 2011 clinical study report which showed that FOCUSfactor improved memory, concentration and focus in healthy adults participating in the study. The clinical study of FOCUSfactor was sponsored by Factor Nutrition Labs, the owner of the Focus Factor Business at the time, and was conducted by Cognitive Research Corporation, a full-service contract research organization that specializes in the effects of nutritional supplements and pharmaceutical products on human cognition. The study was conducted in compliance with all applicable country requirements for the conduct of clinical studies, including those outlined by the International Conference on Harmonization, Consolidated Guidelines on Good Clinical Practices, and the Food and Drug Administration.

Distribution and Marketing

We plan to focus on selling to retailers and distributors who currently are active in the consumer product space to expedite the penetration of market acceptance of the product. We are currently conducting research with focus groups to find out what the best approach for marketing efforts is no known mineral resourceand how to do so on the propertymost cost-effective manner. We also plan to develop an online sales channel.

Markets

We sell the products in mostly North America retail locations along with other developed countries with similar retail landscapes to North America. Knight has distribution rights to sell the FOCUSfactor product in Canada and no productioncertain other territories.

Competition

Although there are competing products on the market, FOCUSfactor is the only product in its category with both a patent and clinical study to support its claims. These competitors include a wide range of any kind has taken place. Oro Capital Corporation acquired a 70% interest inproducts, from targeted brain-enhancement supplements to indirect competitors such as energy drinks that claim to improve concentration.

Government Regulation

The products that we sell, and those that we are developing for future sale, are and will be subject to U.S. Food and Drug Administration (“FDA”) approval for packaging compliance and, with respect to the propertyproducts we currently sell, we have obtained such approvals from Mr. Bainthe FDA. Since the current products sold are considered nutraceuticals, minimal FDA regulations are placed on September 1, 2011.  And on 21 st  of February 2012 100% interest in the property was transferred from Mr. Bain to Mr. Aaron, our president.

GEOLOGY
The northern partproduct with the exception of the Fort a la Corne area, which contains the Shipman property, is underlain by the rocks of Cretaceous age (Figure 4, from Sask. Industryappropriate labeling and Resources Internet website Geological Atlas, http://www.infomaps.gov.sk.ca/website/SIR_Geological_Atlas/ viewer. htm ).
Detailed geological information is sparse due to a thick mantle of overburden, approximately 100 m in depth, which covers the property. This overburden is a mixture of several phases of glacial till, fluvialwarnings.

The Company will rely on legal and lacustrine gravel, sand, silt and clay, all of Pleistocene age. These multiple phases of sedimentary deposition have been repeatedly mixed by advance and retreat of continental glaciation so that original layering no longer exists. This reduces confidence in any till sampling program to test for diamond indicator minerals. Most of the bedrock data is provided from well drillings scattered throughout the general Fort à la Corne region,operational compliance programs, as well as assessment records of drillinglocal counsel, to guide its businesses in the project area. All known kimberlites in the Fort a la Corne area are found within the Uppercomplying with applicable laws and Lower Colorado Group units and the underlying Mannville Group rocks.

A probable contact between the Upper Colorado Group and Lower Colorado Group rocks underlies the property. The Lower Colorado unit is composed of sub-horizontally stratified shallow marine and subaerial fluvial deposits. The younger Upper Colorado Group rocks are composed of claystone-siltstone, mudstone/siltstone and shale/mudstone. To the south, in the arearegulations of the Star kimberlite pipe, these sediments have interbedded kimberlitic tuff layers. Although no drilling has been carried out on the Shipman property several drillholes are locatedjurisdictions in the area. The data from these holes is available from assessment reports available from the Saskatchewan government.

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Deposit Type
This property which will be explored for diamond-bearing kimberlites of the Fort à la Corne type.  Kimberlites are very potassium-rich ultramafic intrusive rocks. Diamonds originate in the upper mantle at a depth of 150 to 300 kilometers below the surface. They are thought to be transported to surface as xenocrysts within ascending kimberlite magmas which have passed through the diamond-forming regions of the upper mantle.  The kimberlite magmas probably ascend from mantle depths along major (i.e. deep-penetrating) fault systems.  Larger intrusive bodies such as magnetite-bearing mafic and granitic intrusive bodies may also favour these fault systems (Gent, M.R., 1992; Jennings, C., 1989).
The Fort à la Corne kimberlites are stacked, well preserved crater facies deposits composed of ultramafic volcanics with hardly any diatreme facies (breccia) material reported. They were erupted into soft shallow marine sediments of the Upper Colorado Group. These ultramafic rocks are composed of olivine, pyrope garnet, Mg-ilmenite, chrome diopside, enstatite, Ti-poor phlogopite, spinels and a few minor minerals. This material weathers to a yellow to medium brown color. The garnet, Mg-ilmenite and chrome diopside are called “indicator minerals” and by their abundances can be used to select those kimberlites most likely to contain diamonds. Many of these indicator minerals are weakly to strongly magnetic and often produce a circular to oval shaped magnetic signature. Due to their relatively low cost, ground-based magnetometer surveys are an effective initial method to outline these magnetic signatures. There also exists the possibility that there is a density contrast between the ultramafic kimberlite pipes and the host fine clastic claystone-mudstone-siltstone-sandstone-conglomerate that may be reflected in a “bullseye” positive gravity anomaly.
MINERALIZATION
Due to the thick overburden cover on the Shipman property, no mineralization associated with diamond-bearing kimberlites has been exposed on surface. The only known kimberlite surface exposure in Saskatchewan is the glacially transported block exposed in a terrace on the north shore of Sturgeon Lake.  Extensive till sampling for indicator minerals has been conducted by Saskatchewan Geological Survey, and others, throughout central and southern Saskatchewan but no discernible trains or trends have been outlined which can be attributed to the Fort à la Corne area kimberlite bodies.  The reason for this seems to be that reworking of the thick overburden material during several phases of continental glaciation has completely obliterated any dispersion trains. Figure 5 is a sketch map showing the position of the Shipman claim in relation to the positions of known kimberlite pipes, some of which are diamond-bearing.
GEOPHYSICS
To this date no detailed geophysical surveys have been done over the Shipman property. However, a compilation of regional work has been carried out by Saskatchewan Industry and Resources and is shown in the Geological Atlas of Saskatchewan ( http://www. infomaps.gov.sk.ca/website/SIRGeological_Atlas/viewer.htm ). Filtering of that data has removed background “noise” to produce the  vertical derivative of the magnetic data. This work shows that the Shipman property lies at the northern end of a linear magnetic “high” suggestive of a NNW-SSE trending iron formation, probably part of the Archean basement (Figure 6). The magnetic contouring on the eastern side of this “high” has a sharp slope. Note that the kimberlites in close proximity to the Shipman property are found along this sharp slope, suggesting that they lie along a deep penetrating fault system. If true this structure would extend NNW through the Shipman property. Such a fault could act as a corridor to focus the movement of a kimberlite pipe to the paleosurface.
do business.

Similarly compilation of gravity survey data by the Saskatchewan government (Figure 7) shows that a weak circular “bullseye” is found partly into the southeast quarter of the Shipman property. This anomaly, produced by density contrast of the bedrock, could represent either the area of the linear iron formation closest to surface, or possibly a kimberlite pipe similar to those SSE of the property but closer to the paleosurface than those to the south.

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CONCLUSIONS AND RECOMMENDATIONS
The Company acquired the Shipman Diamond mineral claim by an Agreement dated September 1, 2011 with Duncan Bain, who has also served as the consulting geologist on the project. Under the Agreement the Company received a 70% interest upon payment of $6,000 on September 1, 2011 and on 21 st  of February 2012 100% interest in the property was transferred from Mr. Bain to Mr. Aaron, our president; and Company is undertaking to cover the costs of exploration. The Company will be entitled to receive the return of all exploration costs prior to commencing a 70%-30% division of cash flow.
In addition, Duncan Bain is entitled to a 1% overriding gross royalty and a 2% net smelter royalty return. The 1% gross overriding royalty is payable on all gem and industrial diamonds recovered within 30 days of the end of each quarter. The 2% net smelter royalty is payable on monies realized from the sale of ores, concentrates or minerals other than diamonds. The 2% net smelter royalty is payable within 45 days of the end of each quarter, after the Company recovers certain costs.
The Company further agreed to pay Duncan Bain advance royalty payments at the rate of $25,000 per year commencing 36 months from September 1, 2011 and $50,000 per year commencing sixty months from that date.
The Shipman diamond project lies at the north end of the prolific Fort a la Corne kimberlite field. It consists of a single claim of 256 hectares. The property is directly north of staked ground (as of September 1, 2011) known to contain diamond-bearing kimberlite bodies. The property lies aligning a NNW-SSE trend of those kimberlite bodies, and these bodies lie along the eastern slope of a magnetic/gravity anomaly which may represent a deep penetrating fault system which would be favorable for movement of a kimberlite body to the paleosurface.
PHASE 1
It is therefore recommended that the following steps be carried out to test for diamond-bearing kimberlites within the project. Phase 1 would consist of a ground-based magnetometer survey over the claim and is estimated to cost $10,000USD.  Details of the costs of the   program are outlined in Table 2.
PHASE 2
Based on results of the Phase 1 work a Phase 2 program would be initiated to provide additional information. This exploration program (Table 3) would consist of a gravity survey to test the best targets determined from the Phase 1 work. The estimated cost of the Phase 2 program is $20,000USD.
PHASE 3
Upon the completion of Phases 1 and 2, and based on positive results, a diamond drill program would be initiated on targets generated by the first two phases of work.  This would consist of approximately 1000 m of drilling (Table 4). The estimated cost of the Phase 3 program is $250,000USD. Further work would be dependent on the results of the initial drilling.
Table 2 – Phase 1 Cost Estimate
Preliminary review of assessment work $1,000.00
Mobilization/demobilization of crew $1,000.00
Pace and compass/GPS lines, estimated 7 line km, 25 m spacing $2,000.00
Detailed magnetometer survey, 7 line km $2,000.00
Base station and instrument rental $1,000.00
Consumables – flagging, pickets etc $100.00
Accommodation/meals, 3 men $400.00
Drafting and report $1,500.00
Contingencies $1,000.00
TOTAL COST, PHASE 1 PROGRAM $10,000.00

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Table 3 – Phase 2 Cost Estimate
Review of previous work $1,500.00
Mobilization/demobilization of crew $2,000.00
Pace and compass/GPS lines, estimated 7 line km, 25 m spacing $3,000.00
Detailed gravity survey, 7 line km $4,000.00
Base station and instrument rental $2,000.00
Consumables – flagging, pickets etc $1,000.00
Accommodation/meals, 3 men $1,000.00
Drafting and report $3,000.00
Contingencies $2,500.00
TOTAL COST, PHASE 2 PROGRAM $20,000.00
Table 4 – Phase 3 Cost Estimate
Review of previous work $2,000.00
Mobilization/demobilization of crew $10,000.00
Diamond drilling, all inclusive $200 per meter, 1000 m total $200,000.00
Drafting and report $10,000.00
Contingencies $28,000.00
TOTAL COST, PHASE 3 PROGRAM $250,000.00
REFERENCES
Ewert,  W. D.,    Brown, F. H., Puritch, E. J., Leroux, D. C., 2009, Technical Report and Resources Estimate Update On the Star Diamond Project, Fort a la Corne Area, Saskatchewan, Canada, for Shore Gold Inc. by P&E Mining Consultants Inc., Report No. 159
Gent, M.R. (1992): Diamond and Precious Gems of the Phanerozoic Basin, Saskatchewan: Preliminary Investigations; Sask. Energy and Mines Open File Report 92-2
Geological Atlas of Saskatchewan, 2011,   http://www. infomaps.gov.sk.ca/website/SIR GeologicalAtlas/ viewer.htm
Jellicoe, B.C., Robertshaw, P., Williamson, P. and Murphy, J., 1998; Summary of Exploration Activities and Results for the Fort à la Corne Diamond Project, Saskatchewan; in Summary of Investigations 1998, Saskatchewan Geological Survey, Sask. Energy Mines, Misc. Rep. 98-4, p. 144-157.
Jennings, C.M.H. (1989): Exploration for Diamondiferous Kimberlites and Lamproites; in “Modern Exploration Techniques”, Sask. Geol. Soc. Spec. Publ. No. 10
Kauffman, E.G., and Caldwell, W.G.E. (1993): The Western Interior Basin in Space and Time; in Caldwell. W.G.E. and Kauffman, E.G., Evolution of the Western Interior Basin; Geol. Assoc. of Canada Spec. Paper 39, p. 1-30
Kensington Resources Ltd. news releases and map, 2001-2005; from Kensington Resources Internet website www.kensington-resources.com
Mitchell, R.H. (1991): Kimberlites and Lamproites: Primary Sources of Diamonds; Geosci. Canada, vol. 18, no. 1, p.1
Shore Gold Inc. news releases and map, 2001-2011; from Shore Gold Internet website:  www.shoregold.com

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COMPETITION
There are over 1,400 mining companies that list on Canada’s exchange. Most of those companies are larger, more experienced and have access to more capital resources. A number of competitors are in the diamond sector of the mining industry. A brief survey is as follows:
7
a.  
The  Diavik Diamond Mine  is a diamond mine in the North Slave Region of the Northwest Territories, Canada, about 300 kilometers (190 mi) north of Yellowknife. [1]  It employs 700 persons, reports gross income of C$100 million in sales, and produces 8 million carats (1,600 kg (3,500 lb)) of diamonds annually.
Source:
http://en.wikipedia.org/wiki/Diavik_Diamond_Mine
b.  
The  EKATI Diamond Mine  ("EKATI") is Canada's first surface and underground diamond mine. Between 1998 and 2009, the mine has produced 45 million carats (8,000 kg / 17,636 lb) of diamonds out of six open pits. [1]  As the high grade ore close to surface was depleted, development was completed to access the ore utilizing underground methods. Currently, there is one underground operation (Koala) with open-cut mining occurring in Fox Pit. [1]
Source:
http://en.wikipedia.org/wiki/Ekati_Diamond_Mine
c.  
The  Gahcho Kué Diamond Project  is located on the Canadian tundra in the Northwest Territories. The Gahcho Kué Diamond Project is a 49% / 51% joint-venture between Mountain Province Diamonds Inc. and De Beers Canada Inc. [2] [3]  It is situated at Kennady Lake approximately 280 km (170 mi) east northeast of Yellowknife
Source:
http://en.wikipedia.org/wiki/Gahcho_Kue_Diamond_Mine_Project
d.  
The  Jericho Diamond Mine  is a dormant diamond mine located in Canada's Nunavut territory.
Source:
http://en.wikipedia.org/wiki/Jericho_Diamond_Mine

GOVERNMENT APPROVALS AND RECOMMENDATIONS

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in Ontario specifically.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

We currently have no costs to comply with environmental laws concerning our exploration program. We will also have to sustain

The Company does not anticipate, at this time, that the cost of reclamationcompliance with U.S. and environmental remediation for all work undertaken which causes sufficient surface disturbance to necessitate reclamation work. Both reclamationforeign laws will have a material financial impact on its operations, business or financial condition. There are however no guarantees that new regulatory and environmental remediation refer to putting disturbed ground back as close totariff legislation may not have a material negative effect on its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlinedbusiness in the usual permits. Reclamation is the processfuture.

Employees

As of bringing the land backMarch 23, 2015, we have six full-time employees and no part-time employees. We intend to a natural state after completion of exploration activities. Environmental remediation refersgrow our employee base in response to the physical activity of taking steps to remediate, or remedy, any environmental damage caused, i.e. refilling trenches after sampling or cleaning up fuel spills. Our initial programs do not require any reclamation or remediation other than minor clean updemands and removal of supplies because of minimal disturbance to the ground. The amount of these costs is not known at this time as we do not know the extentrequirements of the exploration program we will undertake, beyond completion of the recommended three phases described above. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on our earnings or competitive position in the event a potentially economic deposit is discovered.


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EMPLOYEES

We currently have no employees other than our sole officer and director.
OUR EXECUTIVE OFFICES

Our executive offices are located at 23 Dassan Island Drive, Plettenberg Bay, 6600 South Africa.
business.

ITEM 1A. RISK FACTORS

As a “smaller reporting company,” as defined in Rule 12b-2by Item 10 of the Exchange Act,Regulation S-K, we are not required to provide the information called for by this Item.

information.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

Not Applicable.

ITEM 2. PROPERTIES

Our current business address is 23 Dassan Island Drive, Plettenberg Bay, 6600, South Africa. We believe that this space is adequate for our current needs. Our telephone number is (613) 482-4886.

As of December 31, 2014, the Company neither owned nor leased any real property.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

None.

ITEM 4. MINE SAFETY DISCLOSURES.DISCLOSURES

Not Applicable.

8
None.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, AND RELATED STOCKHOLDER MATTERS MARKET INFORMATIONAND ISSUER PURCHASES OF EQUITY SECURITIES.

ADMISSION TO QUOTATION ON THE OTC BULLETIN BOARD

Only a sporadic and limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, 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 sharessecurities are traded on the OTCQB operated by OTCMarkets.com under the symbol “SNYR”.

Quarter Ending  High  Low 
12/31/14  $0.55  $0.31 
9/30/14  $0.60  $0.31 
6/30/14  $2.00  $0.30 
3/31/14  $0.33  $0.33 
12/31/13   —   — 
9/30/13   —   — 
6/30/13   —   — 
3/31/13   —   — 

Shareholders

As of common stock are not listed on any exchange or quoted over-the-counter.  We intend toMarch 23, 2015, we have 64 shareholders of record of our common stock be quoted on the OTC Bulletin Board. If our securities arestock.

Dividend Policy

We have not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it:

(1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the “specialist” common to stock exchanges.
To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing.declared any cash dividends. We do not yet have an agreement with a registered broker-dealer, as the market maker, willingintend to list bid or sale quotations and to sponsor the Company listing. If the Company meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board until a future time, if at all. We may not now and it may never qualify for quotation on the OTC Bulletin Board.

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DIVIDENDS

Historically, we have not paid any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as we expectamended, which imposes additional sales practice requirements on broker/dealers who sell such securities to retainpersons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years excluding the value of their primary residence). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our future earnings for usesecurities and also may affect your ability to sell your shares in the operationsecondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and expansionsecondary marketing; terms important to an understanding of our business.


TRANSFER AGENT

Our transfer agent is West Coast Stock Transfer .Inc. Their address is 2010 Hancock St. Ste. A, San Diego, CA 92110the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealer’s duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customer’s rights and remedies in causes of fraud in penny stock transactions; and, the Financial Industry Regulatory Authority’s toll-free telephone number and the central number of the North American Securities Administrators Association, for information on the disciplinary history of broker/dealers and their telephone number is 619-664-4780.

HOLDERS

Asassociated persons.

Sales of July 31, 2013 the Company had 6,000,000 shares of common stock issued and outstanding held by 38 holders of record.


DIVIDENDS

Historically,Unregistered Securities

During 2014, we havedid not paidissue any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.

RECENT SALES OF UNREGISTERED SECURITIES

None.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We have not established any compensation plans under which equity securities are authorized for issuance.

PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS

We didthat were not purchase anyregistered under the Securities Act, or that were not previously reported in a Quarterly Report on Form 10-Q or Current Report on Form 8-K of our sharesthe Company.

Purchases of common stock or other securities duringEquity Securities by the year ended July 31, 2013.

Issuer and Affiliated Purchasers

None.

ITEM 6. SELECTED FINANCIAL DATADATA.

As a “smaller reporting company,” as defined in Rule 12b-2by Item 10 of the Exchange Act,Regulation S-K, we are not required to provide the information called for by this Item.information.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOPERATIONS.

RESULTS OF OPERATIONS
We have generated no

The following discussion is an overview of the important factors that management focuses on in evaluating our business; financial condition and operating performance should be read in conjunction with the financial statements included in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of any number of factors, including those set forth in the Company’s reports filed with the SEC on Form 10-K, 10-Q and 8-K as well as in this Annual Report on Form 10-K. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Overview.

The Company is in the business of marketing and distributing consumer branded products through various distribution channels primarily in the health and wellness industry. The Company’s strategy is to grow both organically and by future acquisition.

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 our current business. Key factors affecting our results of operations include revenues, sincecost of revenues, operating expenses and income and taxation.

Results of Operations for the Years Ended December 29, 2010 (inception).


We incurred $23,201 in operating expenses31, 2014 and July 31, 2013

Revenue

For the year ended December 31, 2014, we had revenues of $9,158 from sales of our products, as compared to revenue of $0 for the year ended July 31, 2013. These expenses were comprised

Cost of $3,000Revenue

For the year ended December 31, 2014, our cost of revenue was $5,616. This was primarily due to securing an arrangement with the U.S. military via a distributor in consulting services, $8,500 in exploration, $1,583 in general and administrative, $3,000 in rent, $5,700 in legal and accounting, and $1,418 in imputed interest expense.




By contrast, duringrevenue for the fiscal year ended July 31, 2012, we incurred $16,200 in2013, was $0.

Operating Expenses

For the year ended December 31, 2014, our operating expenses.  These expenses were comprised of $3,000 in consulting services, $3,000 in rent, $6,000 in impairment of mineral claims, $3,000 in legal$961,636. This was primarily due to promoting the Synergy brand throughout North America and accounting and $1,200 in imputed interest expense.


We incurred net losses of $23,201 and $16,200 forloss from the yearsMerger transaction. For the year ended July 31, 2013, and 2012, respectively. Ourour operating expenses were $21,783.

Net Loss

For the year ended December 31, 2014, our net loss since inception (September 19, 2009) through July 31, 2013 is $48,248. The following table provides selected financial data about our company forwas $963,634. This was primarily due to increased spending on developing the yearsSynergy brand and securing penetration in the U.S. market and loss from the Merger transaction. For the year ended July 31, 2013, and 2012.


Balance Sheet Data 
July 31,
2013
  
July 31,
2012
 
         
Cash and Cash Equivalents $33,908  $4,000 
Total Assets $33,908  $4,000 
Total Liabilities $20,691  $18,000 
Shareholders’ Equity (Deficit) $(10,217) $(14,000) 
GOING CONCERN

Oro Capital Corporation is an exploration stage company and currently has no operations. Our independent auditor has issued an audit opinionour net loss was $23,201.

Results of Operations for Oro Capital which includes a statement raising substantial doubt as to our ability to continue as a going concern.


LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at Julythe Five Months Ended December 31, 2013 was $33,908 with $20,691 in outstanding liabilities. Total expenditures over

Revenue and Cost of Revenue

For the next 12five months are expected to be approximately $57,000. Ifended December 31, 2013, we experience a  shortagehad no revenues and cost of funds prior to generating revenues from operations we may utilize funds from our directors, who have informally agreed to advance funds to allow us to pay for operating costs, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to us. Management believes our current cash balance will not be sufficient to fund our operations for the next twelve months.


PLAN OF OPERATION

During the next twelve months we plan to spend funds from our working capital balance as follows:
revenues.

(1)Costs related to legal fees for the preparation and of the subsequent Form S-1 registration statement with the SEC.
(2)Costs related to the examination of potential property acquisitions.
(3)Costs of acquiring mineral properties.
(4)Costs related to trenching and surface sampling.
(5)Costs related to analyzing mineral claims.
(6)Salaries to be paid to officers of the corporation.
(7)Costs for accounting and auditing services.
(8)Costs of stationary, mail, telephone & other office supplies.
(9)Our exploration program would consist of the following 3 Phases to be carried out to test for diamond-bearing kimberlites within the project.




PHASE I (mag survey)
Phase 1 of our exploration program would consist of a ground-based magnetometer survey over the claim and is estimated to cost $10,000USD. We will not begin exploration until about January 2014.  It is recommended that 3 different phases (Phase 1, Phase 2 and Phase 3) of exploration programs be carried out to test for diamond-bearing kimberlites within the project.  To commence Phase 1 exploration program we would need $10,000 which would be spent as follows:
Preliminary review of assessment work $1,000.00
Mobilization/demobilization of crew $1,000.00
Pace and compass/GPS lines, estimated 7 line km, 25 m spacing $2,000.00
Detailed magnetometer survey, 7 line km $2,000.00
Base station and instrument rental $1,000.00
Consumables – flagging, pickets etc. $100.00
Accommodation/meals, 3 men $400.00
Drafting and report $1,500.00
Contingencies $1,000.00
    
TOTAL COST, PHASE 1 PROGRAM $10,000.00
Based on positive findings from Phase 1 exploration program management would decide if exploration Programs Phase 2 and Phase 3 should be commenced. If we don’t have enough funds for Phase 2 and Phase 3 exploration programs, we will have to find alternative funding sources, like a second public offering, a private placement of securities, or loans from our officers or others. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely  We expect to complete our public offering within 60 days of the effective date.
PHASE 1:

●  initiate the 45 day permitting process within 30 days of completing our public offering and money being available to company for both the Phase I mag survey and the Phase II survey (to expedite the permitting process work and to reduce administrative redundancy);10
●  mobilize the geophysical contractor to complete the mag survey within 90 days from completing our offering; and
●  we will require approximately 3 weeks to complete the survey and the data interpretation and summary report of our findings.

Based

Operating Expenses

For the five months ended December 31, 2013, our operating expenses were $24,538.

Net Loss

For the five months ended December 31, 2013, our net loss was $24,951.

Liquidity and Capital Resources

Overview

As of December 31, 2014, we had $338 cash on positive resultshand and a $125,666 working capital deficit.

Year Ended December 31, 2014 and July 31, 2013

Net Cash Used in Operating Activities

For the year ended December 31, 2014, we used net cash of $489,175 in operating activities, as compared to $15,783 used in operating activities for the year ended July 31, 2013. The increase was primarily attributable to higher net loss during the year ended December 31, 2014 offset with stock based compensation expense and loss from the Phase I mag survey - Phase II could be planned.

PHASE 2
Based on resultsMerger transaction.

Net Cash Provided by Financing Activities

For the year ended December 31, 2014, financing activities provided $486,283, as compared to $45,691 provided by financing activities for the year ended July 31, 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

Net Cash Used in Operating Activities

For the five months ended December 31, 2013, we used net cash of $30,678 in operating activities.

Net Cash Provided by Financing Activities

For the five months ended December 31, 2013, financing activities provided $0.

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

None.

Off-Balance Sheet Arrangements

None.

Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Phase 1 work a Phase 2 program would be initiated to provide additional information. This exploration program would consistCompany and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of a gravity survey to test the best targets determined from the Phase 1 work. The estimated cost of the Phase 2 program is $20,000USD.

This exploration program would consist of the following:
●  previously permitted at time of Phase I permitting;

●  could commence 6-7 months from date of the date we completed our public offering (June 2013) and based on the positive results of Phase 1; and
●  the geophysical contractor would require approximately 30 days to complete the survey, data processing and final summary report containing their results and  recommendations.

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PHASE 3.
Upon the completion of Phases 1 and 2, and based on positive results, a diamond drill program would be initiated on targets generated by the first two phases of work.  This would consist of approximately 1000 m of drilling . The estimated cost of the Phase 3 program is $250,000USD.
Phase 3 program would consist of the following steps:
●  the 45 days permitting process could be initiated upon the Companies receipt of the Phase 2 results.  (permitting process could begin anytime funding is available );
●  mobilize drill contractor to site within 11 months of completing our public offering;
●  drilling would take approximately 3 weeks to complete;
●  drill core laboratory analysis would require an additional 5 weeks (approximately); and
●  the preparation of a report detailing the results of the drill program together with any correlation to previous geophysical survey results would require an additional 4 weeks.
The Phase 3 program would require a total of 18 weeks (4.5 months) from initiating of permitting process to receipt of final geological report.
At this point completion of the drilling would be approximately 16 months after completing our public offering. Oro Capital Corporation relied on the expert opinion and recommendations of Mr. Duncan Bain, Professional Geoscientist and whose Consent has been filed as an exhibit to S-1. Dr. Duncan J. Bain, Professional Geoscientist, is the prior owner of the property and prepared a technical report entitled “Summary Report on the Shipman Diamond Project (the “Technical Report”). We have consulted with Dr. Bain from time to time and believe our estimates are reasonable in light of Dr. Bain’s expertise.

To meet our need for cash we have raised $40,000 of funds in our recent offering on Form S-1 (File No. 333-185103), declared effective with the Securities and Exchange Commission on June 14, 2013.
Prior to the current year, our president had advanced $15,000 in the form of a non-interest bearing loan which is in the form of a Promissory and Future Advances Note dated May 28, 2013. Under the terms of the note, Mr. Danny Aaron, our President and sole shareholder, has agreed to advance up to $45,000 to the Company, if, as and when requested. We believe that Mr. Aaron has the financial capability to advance monies as set forth under the Note but we are subject to the uncertainties that may affect Mr. Aaron’s ability to loan money.
 In the event that the proceeds raised are insufficient to start exploring, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need to complete our exploration of the property, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.



SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - The Company’s financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is July 31.

USE OF ESTIMATES -

The preparation of the consolidated financial statements in accordanceconformity with U.S. generally accepted accounting principlesGAAP 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 net revenue and expenses induring the reporting period. We regularly evaluate our estimatesActual results could differ from those estimates.

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Cash and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us July differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.


CASH AND CASH EQUIVALENTS - Cash Equivalents

The Company considers all highly liquid instrumentscash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with original maturities of three months or less, when acquired,purchased, to be cash and cash equivalents. WeAs of December 31, 2014 the Company had no cash equivalents at July 31, 2013 or 2012.


EXPLORATION STAGE ENTITY – equivalents.

Capitalization of Fixed Assets

The Company compliescapitalizes 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 FASB guidelines for its descriptionStaff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements, as revised by SAB No. 104. We recognize revenue when persuasive evidence of an exploration stage company.


IMPAIRMENT POLICY –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 2011such 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 Company paid $6,000 forrelevant portion of our finished goods.

Accounts receivable

Accounts receivable are generally unsecured. The majority of the mining project.  At July 31, 2012, the Company did an assessment whether this payment would meet the characteristics requiredCompany’s sales are in cash from truck stop sales. Receivables relate to record it as an asset at year-end and determined that an impairment charge of $6,000 should be reflected as of July 31, 2012 because the Company could not substantiate that there would be a future economic benefit arising from this payment.


IMPUTED INTEREST –special event sales. The Company calculates imputed interest expense atestablishes an interest rateallowance for doubtful accounts receivable based on the age of 8% (2012: 8%) per annum.

outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts.

INCOME TAXES - Income Taxes

The Company accounts for income taxes under the provisions issued by the FASButilizes Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740, “Income Taxes,” which requires the recognition of deferred tax liabilitiesassets and assetsliabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilitiesassets and assetsliabilities are determined based on the difference between the financial statement and tax basesbasis of assets and liabilities usingand their financial reporting amounts based on enacted tax laws and statutory tax rates in effect forapplicable to the yearperiods in which the differences are expected to reverse. 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 tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured itearnings per share under ASC subtopic 260-10, Earnings Per Share. Basic earnings (loss) per share is more likely than not it will utilizecomputed by dividing the net operating losses carried forward in future years.


LOSS PER COMMON SHARE - The Company reportsincome (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 December 31, 2014, 1,000,000 options were outstanding.

Going Concern

The Company’s consolidated 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 accumulated deficit at December 31, 2014 of $1,033,291. The Company has a working capital deficit of $125,666 as of December 31, 2014. The Company has not yet established an ongoing source of revenue 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.

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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 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 provisionsASC 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 FASB.  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 provisions require dual presentationdetermination of basicwhere assets and diluted loss per share. Basic net loss per share excludesliabilities fall within this hierarchy is based upon the impactlowest level of common stock equivalents. Diluted net loss per share utilizesinput that is significant to the average market price per share when applying the treasury stock method in determining common stock equivalents. fair value measurement.

As of JulyDecember 31, 2013 and 2011,2014, the Company has determined that there were no common stock equivalents outstanding.assets or liabilities measured at fair value.

Inventory


FAIR VALUE OF FINANCIAL INSTRUMENTS - Pursuant to

Inventory consists of finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or market.

Stock-Based Compensation

The Company adopted the provisions of ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to718. We estimate the fair value of all financial instruments included on its balance sheet asstock options using a binomial model, consistent with the provisions of July 31, 2013ASC 718 and July 31, 2012.SEC Staff Accounting Bulletin No. 107, Share-Based Payment. Option-pricing models require the input of highly subjective assumptions, including the price volatility of the underlying stock. We determined that the use of implied volatility is expected to be more reflective of market conditions and, therefore, could reasonably be expected to be a better indicator of our expected volatility than historical volatility. The Company’s financial instruments consist of cash.  The Company considersexpected term assumption used in calculating the carryingestimated fair value of such amounts inour stock-based compensation awards using the financial statementsbinomial model is based on detailed historical data about employees’ exercise behavior, vesting schedules, and death and disability probabilities. In addition, we are required to approximate theirestimate the expected forfeiture rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised and cancelled. We believe the resulting binomial calculation provides a more refined estimate of the fair value due to the short-term nature of these financial instruments.our employee stock options.

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RECENTLY ISSUED ACCOUNTING STANDARDS – In August 2012,2014 the FASB issued ASU 2012-03, “Technical Amendments2014-10, “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 Correctionsother reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to SEC Sections: Amendments(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 SEC Paragraphs Pursuantentities that have not commenced planned principal operations.

The Company has elected to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant toadopt the issuanceprovisions of SAB No. 114.ASU 2014-10 from the fiscal quarter ending June 30, 2014. The adoption of ASU 2012-032014-10 did not have a significant impact on our results of operations, financial condition or cash flow.

The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on ourthe Company’s condensed consolidated financial position orand results of operations.


In October 2012,

The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements”revenue recognition requirements in Accounting Standards Update No. 2012-04.Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The amendmentsstandard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in this update cover a wide rangean amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of Topics ininitially applying the Accounting Standards Codification. These amendments include technical corrections and improvements toASU recognized at the Accounting Standards Codification and conforming amendments related to fair value measurements.date of initial application. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. TheCompany has not yet determined the effect of the adoption of ASU 2012-04this standard and it is not expected to have a material impact on ourthe Company’s condensed consolidated financial position orand results of operations.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS -

In February 2013,August 2014, the Financial Accounting Standards Board (FASB)FASB issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,a new accounting standard which requires management to improve the transparency ofevaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires alreadyIf substantial doubt exists, additional disclosure is required torequired. This new standard will be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:


-  Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
-  Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reportingthe Company for annual and interim periods beginning after December 15, 2012, for public companies.2016. Early adoption is permitted. The adoptionCompany expects to adopt this new standard for the fiscal year ending December 31, 2015 and the Company will continue to assess the impact on its consolidated financial statements.

There were various updates recently issued, most of ASU No. 2013-02 iswhich represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on ourthe Company’s condensed financial position, or results of operations.


In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.




In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKRISK.

As a “smaller reporting company,” as defined in Rule 12b-2by Item 10 of the Exchange Act,Regulation S-K, we are not required to provide the information called for by this Item.





- 21 -
information.

Table of Contents


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The information required by this Item is set forth in the consolidated financial statements and notes thereto beginning at page F-1 of this Form 10-K.



FINANCIAL STATEMENTS

ORO Capital Corporation
(An Exploration Stage Company)

July 31, 2013


14
 Index

FINANCIAL STATEMENTS

Synergy Strips Corp.

(formerly ORO Capital Corporation)

ReportReports of Independent Registered Public Accounting FirmFirms
F-1
Balance Sheets
 - F-2
Statements of OperationsConsolidated Balance Sheets
F-3
Consolidated Statements of Cash FlowsOperations
F-4
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
F-5
Consolidated Statements of Cash FlowsF-6
Notes to the Consolidated Financial StatementsF-7

15

Report of Independent Registered Public Accounting Firm

To the Board of Directors and shareholders

Synergy Strips Corp.

(formerly ORO Capital Corporation)

We have audited the accompanying consolidated balance sheets of Synergy Strips Corp. (formerly ORO Capital Corporation) (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2014 and five months ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Synergy Strips Corp. (formerly ORO Capital Corporation) at December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the for the year ended December 31, 2014 and five months ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ RBSM LLP
RBSM LLP
March 27, 2015
  
Notes to the Financial Statements
New York, New York		F-6

F-1







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors

and Shareholders of

Oro Capital Corporation, Inc.

(An Exploration Stage Company)

We have audited the accompanying balance sheets of Oro Capital Corporation, Inc. (An Exploration Stage Company) as of July 31, 2013 and July 31, 2012 and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the yearsyear then ended and for the period from December 29, 2010 (inception) through July 31, 2013.ended. These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our auditsaudit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsaudit provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oro Capital Corporation, Inc. as of July 31, 2013, and July 31, 2012, and the results of its operations, changes in stockholders’ equity (deficit) and cash flows for the periods described aboveyear then ended in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 12 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1.2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC
M&K CPAS, PLLC
www.mkacpas.com
Houston, Texas
October 28, 2013

F-2

 /s/ M&K CPAS, PLLC                                            
     M&K CPAS, PLLC

www.mkacpas.com
Houston, Texas
October 28, 2013







F - 1

Table of ContentsSynergy Strips Corp.



(formerly ORO Capital Corporation

(An Exploration Stage Company)
Corporation)

Consolidated Balance Sheets

July 31, 2013 and July 31, 2012


  July 31, 2013  July 31, 2012 
       
ASSETS      
       
Current Assets      
         
Cash $33,908  $4,000 
         
Total Current Assets  33,908   4,000 
         
Total Assets $33,908  $4,000 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)        
         
Current Liabilities        
         
Accounts Payable and Accrued Liabilities $3,000  $3,000 
         
Due to Directors  20,691   15,000 
         
Total Liabilities  23,691   18,000 
         
Stockholders’ Equity (Deficit)        
         
Common Stock (75,000,000 shares authorized, par value 0.00001,
6,000,000 shares issued and outstanding (2012: 5,000,000))
  60   50 
         
Additional paid-in capital  58,405   10,997 
         
Deficit accumulated during the exploration stage  (48,248)  (25,047)
         
Total Stockholders’ Equity (Deficit)  10,217   (14,000)
         
Total Liabilities and Stockholders’ Equity (Deficit) $33,908  $4,000 







(

  December 31, 2014  December 31, 2013  July 31, 2013 
Assets         
Current Assets            
Cash and cash equivalents $338  $3,230  $33,908 
Accounts Receivable  2,898   -   - 
Receivable from related party  16,077   -   - 
Prepaid expenses  10,000   -   - 
Inventory  26,064   -   - 
Total Current Assets  55,376   3,230   33,908 
             
Total Assets $55,376  $3,230  $33,908 
             
Liabilities and Stockholders’ (Deficit) Equity            
Current Liabilities:            
Accounts payable and accrued liabilities $74,642  $16,051  $23,691 
Notes payable, related party  100,000   -   - 
Notes payable, others  6,400   -   - 
Total Current Liabilities  181,042   16,051   23,691 
             
Commitments and contingencies  -   -   - 
             
Stockholders’ (Deficit) Equity:            
Common stock, $0.00001 par value; 75,000,000 shares authorized; 62,100,000, 180,000,000 and 180,000,000 shares issued and outstanding, respectively  621   1,800   1,800 
Common stock to be issued  40,000   -   - 
Additional paid in capital  867,004   58,578   56,665 
Accumulated deficit  (1,033,291)  (73,199)  (48,248)
Total stockholders’ (deficit) equity  (125,666)  (12,821)  10,217 
Total Liabilities and Stockholders’ (Deficit) Equity $55,376  $3,230  $33,908 

The Accompanying Notesaccompanying notes are an Integral Partintegral part of These Financial Statements)these consolidated financial statements

F-3

F - 2

Table of ContentsSynergy Strips Corp.


(formerly ORO Capital Corporation

(An Exploration Stage Company)
Corporation)

Consolidated Statements of Operations

For the Years Ended July 31, 2013 and 2012
and Inception (December 29, 2010) to July 31, 2013


  
Year Ended
July 31, 2013
  
Year Ended
July 31, 2012
  Inception
December 29, 2010
to
July 31, 2013		 
          
          
Operating Expenses         
          
Consulting services $3,000  $3,000  $7,750 
             
Exploration  8,500   -   8,500 
             
General and administrative  1,583   -   1,603 
             
Rent  3,000   3,000   7,750 
             
Legal and accounting  5,700   3,000   13,680 
             
Impairment of Mineral Claims  -   6,000   6,000 
             
Total Operating Expenses  21,783   15,000   45,283 
             
Other Expense            
             
Imputed Interest Expense  1,418   1,200   2,965 
             
Total Expenses  23,201   16,200   48,248 
             
Net Loss $(23,201) $(16,200) $(48,248)
             
Net Loss Per Common Share –
Basic and Diluted
 $(0.00) $0.00     
             
Weighted Average Number of
Common Shares Outstanding
  5,096,541   5,000,000     



 (The Accompanying Notes

  For the year
ended		  For the five
months ended		  For the year
ended		 
  December 31, 2014  December 31, 2013  July 31, 2013 
Revenue $9,158  $-  $- 
             
Cost of Sales            
Cost of Sales  5,616   -   - 
Total costs of sales  5,616   -   - 
             
Gross Profit  3,542   -   - 
             
Operating expenses            
General and administrative  961,636   24,538   21,783 
Total operating expenses  961,636   24,538   21,783 
             
Other expenses            
Imputed and other interest expense  1,998   413   1,418 
             
Total expenses  963,634   24,951   23,201 
             
Net Loss $(960,092) $(24,951) $(23,201)
             
Net loss per share – basic and diluted $(0.01) $(0.00) $(0.00)
             
Weighted average common shares – basic and diluted  97,165,479   180,000,000   152,896,230 

The accompanying notes are an Integral Partintegral part of These Financial Statements)these consolidated financial statements

F-4

F - 3

Table of ContentsSynergy Strips Corp.


(formerly ORO Capital CorporationCorporation)

Consolidated Statement of Stockholders’ (Deficit) Equity

  Common stock  Additional Paid in  Common Stock  Accumulated  Total Stockholders’ 
  Shares  Amount  Capital  to be issued  Deficit  Equity 
Balance as of July 31, 2012  150,000,000  $1,500  $9,547  $-  $(25,047) $(14,000)
Issuance of shares for cash  30,000,000   300   39,700   -   -   40,000 
Donated services and rent  -   -   6,000   -   -   6,000 
Imputed interest expense  -   -   1,418   -   -   1,418 
Net loss  -   -   -   -   (23,201)  (23,201)
Balance as of July 31, 2013  180,000,000  $1,800  $56,665  $-  $(48,248) $10,217 
Donated services and rent  -   -   1,500   -   -   1,500 
Imputed interest expense  -   -   413   -   -   413 
Net loss  -   -   -   -   (24,951)  (24,951)
Balance as of December 31, 2013  180,000,000  $1,800  $58,578  $-  $(73,199) $(12,821)
Cancellation of Oro Corporation shares  (135,900,000)  (1,359)  1,359   -   -   - 
Common stock issued to Synergy shareholders  16,000,000   160   24,840   -   -   25,000 
Common stock issued for cash  2,000,000   20   499,980   -   -   500,000 
Fair value of vested stock options  -   -   282,247   -   -   282,247 
Common stock to be issued for services  -   -   -   40,000   -   40,000 
Net loss  -   -   -   -   (960,092)  (960,092)
Balance as of December 31, 2014  62,100,000  $621  $867,004  $40,000  $(1,033,291) $(125,666)

The accompanying notes are an integral part of these consolidated financial statements

F-5

Synergy Strips Corp.

(An Exploration Stage Company)

formerly ORO Capital Corporation)

Consolidated Statements of Cash Flows

For the Year Ended July 31, 2013 and 2012
and Inception December 29, 2010 to July 31, 2013


  
Year Ended
July 31, 2013
  
Year Ended
July 31, 2012
  
Inception
December
29, 2010
to
July 31, 2013
 
Operating Activities         
          
    Net loss $(23,201) $(16,200  $(48,248)
             
Adjustments to reconcile net loss to cash used in operating activities:            
Impairment of mineral claims  -   6,000   6,000 
Imputed interest expense  1,418   1,200   2,965 
Donated consulting services and rent expenses  6,000   6,000   15,500 
Changes in operating assets and liabilities:            
Accounts payable and accrued liabilities  -   3,000   3,000 
             
             
Net Cash Used in Operating Activities  (15,783)  -   (20,783)
             
Investing Activities            
             
Purchase of mining claims  -   -   (6,000)
             
Financing Activities            
             
Borrowings on debt-related party  5,691   -   20,691 
Issuance of common shares for cash  40,000   -   40,000 
             
Net Cash from Financing Activities  45,691   -   60,691 
             
Increase  in Cash  29,908   -   33,908 
             
Cash – Beginning of Period  4,000   4,000   - 
             
Cash - End of Period $33,908  $4,000  $33,908 
             
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for :
            
             
        Interest $-  $-  $- 
        Income taxes $-  $-  $- 
             
Non Cash            
        Issuance of founders shares $-  $-  $50 






(

  For the year
ended		  For the five
months ended		  For the year
ended		 
  December 31, 2014  December 31, 2013  July 31, 2013 
Cash Flows from Operating Activities            
Net loss $(960,092) $(24,951) $(23,201)
Stock based compensation expense  322,247   -   - 
Imputed interest expense  -   413   1,418 
Donated consulting services and rent expenses  -   1,500   6,000 
Loss on acquisition  109,040   -   - 
Changes in operating assets and liabilities:            
Accounts receivable  (2,898)  -   - 
Inventory  (26,064)  -   - 
Prepaid expense  10,000   -   - 
Accounts payable and accrued liabilities  58,591   (7,640)  - 
Net cash used in operating activities  (489,175)  (30,678)  (15,783)
             
Cash Flows from Investing Activities  -   -   - 
             
Cash Flows from Financing Activities            
(Repayments to) advances from related party notes  (16,077)  -   5,691 
Proceeds from notes payable  100,000   -   - 
Repayment of notes payable  (97,640)  -   - 
Proceeds from issuance of common stock  500,000   -   40,000 
Net cash provided by financing activities  486,283   -   45,691 
             
Net increase in cash and cash equivalents  (2,892)  (30,678)  29,908 
             
Cash and Cash Equivalents, beginning of period  3,230   33,908   4,000 
             
Cash and Cash Equivalents, end of period $338  $3,230  $33,908 
             
Supplemental Disclosure of Cash Flow Information:            
Cash paid during the period for:            
Interest $1,667  $-  $- 
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 Notesaccompanying notes are an Integral Partintegral part of These Financial Statements)these consolidated financial statements

F-6


Synergy Strips Corp. (“Synergy”, “we”, “us”, “our” or the “Company”) (formerly ORO Capital Corporation

Statement of Changes in Stockholders’ Equity (Deficit)
(An Exploration Stage Company)
From Inception, December 29, 2010, to July 31, 2013


        Deficit
Accumulated		    
  Common Stock  Additional
Paid-in		  During the
Exploration		    
  Shares  Amount  Capital  Stage  Total 
                
Balance at December 22, 2010  -  $-  $-  $-  $- 
                     
Issuance of common stock to founders  5,000,000   50   (50)  -   - 
                     
Donated consulting services and rent  -   -   3,500   -   3,500 
                     
Imputed interest expense  -   -   347   -   347 
                     
Net loss  -   -   -   (8,847)  (8,847)
                     
Balances at  July 31, 2011  5,000,000   50   3,797   (8,847)  (5,000)
                     
Donated services and rent  -   -   6,000   -   6,000 
                     
Imputed interest expense  -   -   1,200   -   1,200 
                     
Net loss  -   -   -   (16,200)  (16,200)
                     
Balances at  July 31, 2012  5,000,000  $50  $10,997  $(25,047) $(14,000)
                     
Issuance of shares for cash  1,000,000   10   39,990   -   40,000 
                     
Donated services and rent  -   -   6,000   -   6,000 
                     
Imputed interest expense  -   -   1,418   -   1,418 
                     
Net loss  -   -   -   (23,201)  (23,201)
                     
Balances at  July 31, 2013  6,000,000  $60  $58,405  $(48,248) $10,217 









(The Accompanying Notes are an Integral Part of These Financial Statements)
ORO Capital Corporation
(An Exploration Stage Company)
Notes to the Financial Statements

NOTE 1 – NATURE OF OPERATIONS

DESCRIPTION OF BUSINESS AND HISTORY

The CompanyCorporation) was incorporated on December 29, 2010 in Nevada under the State of Nevada. 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 an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are notbusiness of marketing and distributing best in eitherclass consumer branded products through various distribution channels primarily in the development or production stage.health and wellness industry. The Company intendsCompany’s strategy is to explore for diamond-bearing kimberlite on its mining property.

The Company does not have any revenuesgrow both organically and has incurred losses since inception. Currently,by future acquisitions.

Merger

On April 7, 2014, an Agreement and Plan of Merger (the “Merger Agreement”) was entered into by and among the Company, has no operations, has been issuedSynergy Merger Sub, Inc., a going concern opinionDelaware corporation and relies upon the salewholly owned subsidiary of our securities and loans from its sole officer and director to fund operations. 


NATURE OF OPERATIONS
GOING CONCERN - These financial statements have been prepared on a going concern basis, which implies ORO Capital Corporation will continue to meet its obligations and continue its operationsthe Company formed for the next fiscal year.  Realization value may be substantially different from carrying valuespurpose 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 shownthe wholly owned subsidiary of the Company. In connection with the Merger, Dunhill Distribution Group, Inc. acquired 3,208,649 shares of the Company’s Common Stock. Jack Ross, the Company’s President, CEO, CFO and these financial statements do not include any adjustments toa director, is the recoverabilityChief Executive Officer of Dunhill Distribution Group, Inc.

On April 21, 2014, following the satisfaction or waiver of the conditions set forth in and classification of recorded asset amounts and classification of liabilities that might be necessary should ORO Capital Corporation be unable to continue as a going concern.  As at July 31, 2013 ORO Capital Corporation has a working capital deficiency, has not generated revenues and has accumulated losses of $48,248 (2012: $25,047) since inception.  The continuation of ORO Capital Corporation as a going concern is dependent upon the continued financial support from its shareholders, the ability of ORO Capital Corporation to obtain necessary equity financing to continue operations, and the attainment of profitable operations.  These factors raise substantial doubt regarding the ORO Capital Corporation’ ability to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION -These financial statements and related notes are presentedotherwise in accordance with the terms of the Merger Agreement, the Merger was consummated and Merger Sub merged with and into SSC.

The Merger has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, principles generally acceptedthe total acquisition consideration price is allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The Company determined there were no assets acquired and $84,040 of liabilities assumed. As a result, the Company charged the fair value of the consideration paid of 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 year ended December 31, 2014.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is July 31.


USE OF ESTIMATES - consolidation.

Use of Estimates

The preparation of the consolidated financial statements in accordanceconformity with U.S. generally accepted accounting principlesGAAP 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 net revenue and expenses induring the reporting period. We regularly evaluate our estimatesActual results could differ from those estimates.

Cash and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us July differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.


CASH AND CASH EQUIVALENTS - Cash Equivalents

The Company considers all highly liquid instrumentscash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with original maturities of three months or less, when acquired,purchased, to be cash and cash equivalents. WeAs of December 31, 2014 the Company had no cash equivalents at July 31, 2013 or 2012.


EXPLORATION STAGE ENTITY – equivalents.

Capitalization of Fixed Assets

The Company compliescapitalizes 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.

F-7

Revenue Recognition

Revenue is recognized in accordance with FASB guidelines for its descriptionStaff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements, as revised by SAB No. 104. We recognize revenue when persuasive evidence of an exploration stage company.



ORO Capital Corporation
(An Exploration Stage Company)
Notesour products pass to customers upon delivery of the Financial Statements


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

IMPAIRMENT POLICY –products to customers. Certain of our distributors may also perform a separate function as a co-packer on our behalf. In 2011such 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 Company paid $6,000 for the mining project.  At July 31, 2012, the Company did an assessment whether this payment would meet the characteristics required to record it as an asset at year-end and determined that an impairment chargerelevant portion of $6,000 should be reflected as of July 31, 2012 because the Company could not substantiate that there would be a future economic benefit arising from this payment.

IMPUTED INTEREST –our finished goods.

Accounts receivable

Accounts receivable are generally unsecured. The Company calculates imputed interest expense atestablishes an interest rateallowance for doubtful accounts receivable based on the age of 8% (2012: 8%) per annum.  Interest expenseoutstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for the year ended July 31, 2013 was $1,418 (2012:$1,200)


doubtful accounts.

INCOME TAXES - Income Taxes

The Company accounts for income taxes under the provisions issued by the FASButilizes Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740, “Income Taxes,” which requires the recognition of deferred tax liabilitiesassets and assetsliabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilitiesassets and assetsliabilities are determined based on the difference between the financial statement and tax basesbasis of assets and liabilities usingand their financial reporting amounts based on enacted tax laws and statutory tax rates in effect forapplicable to the yearperiods in which the differences are expected to reverse. 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 tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured itearnings per share under ASC subtopic 260-10, Earnings Per Share. Basic earnings (loss) per share is more likely than not it will utilizecomputed by dividing the net operating losses carried forward in future years.


LOSS PER COMMON SHARE - The Company reportsincome (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 December 31, 2014, 1,000,000 options were outstanding.

Going Concern

The Company’s consolidated 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 accumulated deficit at December 31, 2014 of $1,033,291. The Company has a working capital deficit of $125,666 as of December 31, 2014. The Company has not yet established an ongoing source of revenue 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 consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-8

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 provisionsASC 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 FASB.  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 provisions require dual presentationdetermination of basicwhere assets and diluted loss per share. Basic net loss per share excludesliabilities fall within this hierarchy is based upon the impactlowest level of common stock equivalents. Diluted net loss per share utilizesinput that is significant to the average market price per share when applying the treasury stock method in determining common stock equivalents. fair value measurement.

As of JulyDecember 31, 2013 and 2012,2014, the Company has determined that there were no common stock equivalents outstanding.assets or liabilities measured at fair value.

Inventory


FAIR VALUE OF FINANCIAL INSTRUMENTS - Pursuant to

Inventory consists of finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or market.

Stock-Based Compensation

The Company adopted the provisions of ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to718. We estimate the fair value of all financial instruments included on its balance sheet asstock options using a binomial model, consistent with the provisions of July 31, 2013ASC 718 and July 31, 2012.SEC Staff Accounting Bulletin No. 107, Share-Based Payment. Option-pricing models require the input of highly subjective assumptions, including the price volatility of the underlying stock. We determined that the use of implied volatility is expected to be more reflective of market conditions and, therefore, could reasonably be expected to be a better indicator of our expected volatility than historical volatility. The Company’s financial instruments consist of cash.  The Company considersexpected term assumption used in calculating the carryingestimated fair value of such amountsour stock-based compensation awards using the binomial model is based on detailed historical data about employees’ exercise behavior, vesting schedules, and death and disability probabilities. In addition, we are required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience of our stock-based awards that are granted, exercised and cancelled. We believe the resulting binomial calculation provides a more refined estimate of the fair value of our employee stock options. For our employee stock purchase plan, we decided to continue to use the Black-Scholes model to calculate the estimated fair value.

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 approximate theirentities that have not commenced planned principal operations.

The Company has elected to adopt the provisions of ASU 2014-10 from 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.

The FASB has issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value dueof the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the short-term nature of these financial instruments.


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS -In February 2013,period(s) for which the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income.requisite service has already been rendered. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
-  
Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
-  Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.


ORO Capital Corporation
(An Exploration Stage Company)
Notes to the Financial Statements


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reportingannual periods and interim periods within those annual periods beginning after December 15, 2012, for public companies. Early2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of ASU No. 2013-02this standard and it is not expected to have a material impact on ourthe Company’s condensed consolidated financial position orand results of operations.

F-9

In January 2013, the

The FASB has issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying2014-09, Revenue from Contracts with Customers. This ASU supersedes the Scoperevenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of Disclosures about Offsetting Assetspromised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and Liabilities, which clarifies which instruments and transactions are subjectshould be applied retrospectively to each prior reporting period presented or retrospectively with the offsetting disclosure requirements originally established bycumulative effect of initially applying the ASU 2011-11.recognized at the date of initial application. The new ASU addresses preparer concerns thatCompany has not yet determined the scopeeffect of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01this standard and it is not expected to have a material impact on ourthe Company’s condensed consolidated financial position orand results of operations.


In October 2012,August 2014, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Correctionsa new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this updateinterim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for fiscalthe Company for annual and interim periods beginning after December 15, 2012.2016. Early adoption is permitted. The adoptionCompany expects to adopt this new standard for the fiscal year ending December 31, 2015 and the Company will continue to assess the impact on its consolidated financial statements.

There were various updates recently issued, most of ASU 2012-04 iswhich represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on ourthe Company’s condensed financial position, or results of operations.


In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from


ORO Capital Corporation
(An Exploration Stage Company)
Notes to the Financial Statements


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

NOTE 3 –MINING CLAIM

The Company started exploration activities on the Shipman Diamond Project, which is located 50 kilometers northeast of Prince Albert, Saskatchewan, Canada and 2 kilometers north of the village of Shipman. Oro Capital Corporation has acquired a 100% interestcash flows.

Change in Fiscal Year End

As reported in the Project.


The field portionCompany’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 Phase I exploration program, consistingCompany’s fiscal year end from July 31 to December 31 of 7.5 line kilometers of magnetometer survey, has been completed.   The geophysical dataeach year. With the change effective this 2014 fiscal year, which will now end December 31, 2014, there is currently being plotted and interpreted.

Phase I exploration work initiateda five month transition period covering the months from August 2013 to date on the property included:

- Money advanced to contractor to date:   $8,500 (expected to be within budget)
- Line Kilometers of Magnetometer survey completed:   7.5 km
- Magnetometer survey completed on:   August 6 and August 7, 2013
- Survey completed by:   Discover Int'l Geophysics Inc.
- Survey planning and organizing commenced early July 2013
- Area surveyed was in the southern portion of the claim

NOTE 4 -INCOME TAXES

December 2013.

Note 3 – Income Taxes

Deferred income taxes July arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-currentnoncurrent depending on the periods in which the temporary differences are expected to reverse. The Company does not have any uncertain tax positions.


The Company’s provision for income taxes was $-0- for the years ended December 31, 2014, December 31, 2013 and July 31, 2013, respectively, since the Company has accumulated taxable losses from operations. The total deferred tax asset is calculated by multiplying a 34 percent marginal tax rate by the cumulative Net Operating Loss (“NOL”).The Company currently has net operating loss carryforwards aggregating $29,783 (2012: $14,000),$691,955, which expire through 2030.2032. The deferred tax asset related to the carryforwards has been fully reserved.



ORO Capital Corporation
(An Exploration Stage Company)
Notes to the Financial Statements


The Company has deferred income tax assets, which have been fully reserved, as follows as of December 31, 2014, December 31, 2013 and July 31, 2013:

  December 31, 2014  December 31, 2013  July 31, 2013 
Deferred tax assets $241,245  $24,969  $10,424 
Valuation allowance for deferred tax assets  (241,245)  (24,969)  (10,424)
Net deferred tax assets $-  $-  $- 

The Company has not filed its tax returns. Due to net operating loss carryforwards, income tax returns remain subject to examination by federal and most state tax authorities.

F-10

  2013  2012 
       
Deferred tax assets $10,424  $4,900 
Valuation allowance for deferred tax assets  (10,424)  (4,900)
Net deferred tax assets $-  $- 

NOTE

Note 4 – Inventory

Inventory consists of finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or market.

The carrying value of inventory consisted of the following:

  December 31, 2014  December 31, 2013  July 31, 2013 
Energy product $26,064  $-  $- 
Total inventory $26,064  $-  $- 

As of January 22, 2015, inventory was pledged to Knight Therapeutics under the Loan Agreement (see note 10).

Note 5 – FAIR VALUE MEASUREMENTS


TheRelated Party Transactions

On April 2, 2014, the Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements.  ASC 820-10 relatesgranted 1,000,000 options valued at approximately $282,000 to financial assets and financial liabilities.


ASC 820-10 defines fair value, establishesthe Company owned by Mr. Jack Ross, Chief Executive Officer of the Company (see note 9).

On October 31, 2014, the Company borrowed $100,000 through a framework for measuring fair value in accounting principles generally acceptedpromissory note bearing interest at 10% with a maturity date of October 31, 2015 from a Company owned by Company’s chief executive officer. As of December 31, 2014, the Company had principal outstanding in the United Statespromissory note of America (GAAP),$100,000, and expands disclosures about fair value measurements. paid interest of $1,667.

The provisionscompany accrued consulting fees of this standard apply$15,000 per month to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.


ASC 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 at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levelsCompany owned by Mr. Jack Ross, Chief Executive Officer of the fair value hierarchy under ASC 820-10 are described below

●Level 1
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

●Level 2Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates);Company starting October 2014. As of December 31, 2014, total outstanding balance of $45,000 was paid.

At December 31, 2014, $16,077 was due from the Company owned by Mr. Jack Ross, Chief Executive Officer of the Company in a form of a note receivable.

Note 6 – Accounts Payable and Accrued Liabilities

As of December 31, 2014, December 31, 2013 and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

●Level 3Inputs that are both significant to the fair value measurement and   unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and July include the Company's own data.)
The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of July 31, 2013, accounts payable and 2012:

Level 1: None
Level 2: None
Level 3: None
Total Gain (Losses): None

F - 10
Tableaccrued liabilities consisted of Contentsthe following:

  December 31, 2014  December 31, 2013  July 31, 2013 
Accrued payroll $10,867  $-  $- 
Accrued legal fees  47,916   -   - 
Other  15,859   16,051   23,691 
Total $74,642  $16,051  $23,691 

Note 7 – Stockholders’ Deficit


ORO Capital Corporation
(An Exploration Stage Company)
Notes

The total number of shares of all classes of capital stock which the Company is authorized to issue is 75,000,000 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 Financial Statements


NOTE 6 - RELATED PARTY TRANSACTIONS
During the year ended July 31, 2013 the Company recognized a total of $6,000 (2012: $6,000) for rent and services from directors for rent at $250 per month and at $250 per month for consulting services provided by the President and Directorapproval of the Company. These transactions are recorded at the exchange amount which is the amount agreedCompany’s shareholders prior to by the transacting parties.
A director has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of July 31, 2013, the director has advanced a total of $20,691 (2012: $15,000) which is a non-interest bearing loan in the form of a Promissory and Future Advances Note dated May 28, 2013; the repayment of which is on a demand basis and without specific terms for repayment.  No interest will be paid to him although imputed interest of $1,418 was recorded for the year ended July 31, 2013 ($1,200: 2012)

NOTE 7 - COMMON STOCK

As of July 31, 2013, ORO Capital Corporation has issued 5,000,000 common shares to the Company’s founders.

its implementation.

On June 27, 2013, ORO Capital Corporationthe Company has issued 1,000,00030,000,000 (1,000,000 pre stock split) common shares for $0.04$0.0013 ($0.04 pre stock split) per share for total proceeds of $40,000 to 37 individuals who participated in company’s initial public offering offering.

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. All references in the accompanying consolidated financial statements and notes thereto have been retroactively restated to reflect the stock split.

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.

During the year ended December 31, 2014, the Company cancelled 135,900,000 shares of its common stock (4,530,000 pre-Stock Split) as part of the Merger transaction.

F-11

NOTE

During the year ended December 31, 2014, the Company issued 16,000,000 shares of its common stock valued at $25,000 as part of the Merger Agreement.

During the year ended December 31, 2014, the Company committed to issue 160,000 shares of its common stock valued at $40,000 for services rendered.

As of December 31, 2014, December 31, 2013 and July 31, 2013, there are 62,100,000, 180,000,000 and 180,000,000 shares of the Company’s common stock issued and outstanding, respectively.

Note 8 – SUBSEQUENT EVENTS


Magnetometer survey was completedCommitments & 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 Shipman property  on   August 7, 2013 by:   Discover Int'l Geophysics Inc.   The geophysical data is currently being plottedCompany’s financial position or results of operations.

Note 9 – Stock Options

On July 30, 2014, the Company’s board of directors approved the Company’s 2014 Equity Incentive Plan and interpreted.   There were no other subsequent events upthe 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 to the Company owned by Mr. Jack Ross, Chief Executive Officer of the Company.

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 December 31, 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  4.25  $0.25  1,000,000 $0.25 

The stock option activity for the year ended December 31, 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 December 31, 2014  1,000,000  $0.25 

Stock-based compensation expense related to vested options was $282,247 during the year ended December 31, 2014. The Company determined the value of share-based compensation for options vesting during the year ended December 31, 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 10 – Subsequent Events

Conversion of Promissory Note

On January 20, 2015, the Company committed to issue 400,000 shares to settle $100,000 promissory note (see note 5).

F-12

Loan and Warrants

On January 22, 2015, Synergy Strips, Inc. (the “Company”) entered into a Loan and Security Agreement (“Loan Agreement”) with Knight Therapeutics (Barbados) Inc. (“Knight”), pursuant to which Knight agreed to loan the Company $6.0 million (the “Loan”), and which amount was borrowed at closing (the “Financing”) for the purpose of acquiring the Focus Factor Business (defined below). At closing, the Company paid Knight an origination fee of $120,000 and a work fee of $60,000 and also paid $40,000 of Knight’s expenses associated with the Loan. The Loan bears interest at a rate of 15% per year; provided, however, that upon the occurrence of an equity or convertible equity offering by the Company of at least $1.0 million, the interest rate will drop to 13% per year. Interest accrues quarterly and is payable in arrears on March 31, June 30, September 30 and December 31 in each year, beginning on March 31, 2015.

All outstanding principal and accrued and unpaid interest is due on the earliest to occur of either January 20, 2017 (the “Maturity Date”), or the date that Knight, in its discretion, accelerates the Company’s obligations due to an event of default. The Company may extend the Maturity Date for two successive additional 12-month periods if the Company’s revenues exceed $13.0 million and its EBITDA exceeds $2.0 million for the 12-month period ending March 31, 2016. Principal payments under the Loan Agreement commence on June 30, 2015 and continue quarterly as set forth on the Repayment Schedule to the Loan Agreement.

Subject to certain restrictions, the Company may prepay the outstanding principal of the Loan (in whole but not in part) at any time if the Company pays a concurrent prepayment fee equal to the greater of (i) the total unpaid annual interest that would have been payable during the year in which the prepayment is made if the prepayment is made prior to the first anniversary of the closing, and (ii) $300,000. The Company’s obligations under the Loan Agreement are secured by a first priority security interest in all present and future assets of the Company. The Company also agreed to not pledge or otherwise encumber its intellectual property assets, subject to certain customary exceptions.

The Loan Agreement includes customary representations, warranties, and affirmative and restrictive covenants, including covenants to attain and maintain certain financial statements were issued.metrics, and to not merge or dispose of assets, acquire other businesses (except for businesses substantially similar or complementary to the Company’s business and the aggregate consideration to be paid does not exceed $100,000) or make capital expenditures in excess of $100,000 over the Company’s annual business plan in any year. The Loan Agreement also includes customary events of default, including payment defaults, breaches of covenants, change of control and material adverse effect default. Upon the occurrence of an event of default and during the continuation thereof, the principal amount of the Loan will bear a default interest rate of an additional 5%.

In connection with the Loan Agreement, the Company issued to Knight a warrant that entitles Knight to purchase 4,595,187 shares of common stock of the Company (“Common Stock”) on or prior to close of business on January 30, 2015 (the “ST Warrant”). The aggregate exercise price per share of the Common Stock under the ST Warrant is $1.00. Knight exercised the ST Option on January 22, 2015. Also in connection with the Loan Agreement, the Company issued to Knight a warrant to purchase 3,584,759 shares of Common Stock on or prior to the close of business of January 22, 2025 (the “LT Warrant”). The exercise price per share of the Common Stock under the LT Warrant is $0.34. The LT Warrant provides for cashless exercise. The LT Warrant also provides that in the event the closing price of the Common Stock remains above $1.00 for six consecutive months, Knight will forfeit the difference between the number of shares acquired under the LT Warrant prior to 90 days after such six-month period, and 25% of the shares purchasable under the LT Warrant.

Asset Purchase Agreement

On January 22, 2015 (the “Closing Date”), the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Factor Nutrition Labs, LLC, a Delaware limited liability company (the “Seller”),Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. (each a “Principle Owner”). Pursuant to the Purchase Agreement, the Company purchased all of the assets of the Seller’s line of business and products called FOCUS Factor (the product plus the business related to the product is collectively referred to as the “Focus Factor Business”) and assumed the accounts payable and contractual obligations of the Focus Factor Business for an aggregate purchase price of $6.0 million, with $4.5 million paid on the Closing Date, and $750,000 to be paid on or before January 20, 2016 and an additional $750,000 to be paid on or before January 20, 2017.

The Purchase Agreement contains customary representations and warranties and covenants by each party. The Purchase Agreement contains customary indemnification provisions in favor of the Company, including, subject to certain limitations, whereby the Seller and each of the Principal Owners agree to indemnify the Company and its affiliates for any losses arising out of any breach of their representations or warranties and any breach or failure to perform of their covenants under the Purchase Agreement, among others.

The Purchase Agreement also provides that during the period beginning on the Closing Date and ending on the fifth anniversary of the Closing Date (the “Restricted Period”), the Seller, the Principal Owners (other than Thor Associates, Inc.), and their respective affiliates agree to not, among other things, (i) compete against the Focus Factor Business, (ii) solicit any employee or consultant providing services in connection with the Focus Factor Business (a “Covered Employee”), (iii) hire any former Covered Employee who left employment or retention by the Company within one year of such departure, or (iv) solicit any customer or supplier of the Company who was a customer or supplier within the two years prior to the solicitation to the extent such business is similar to the business conducted by such customer or supplier with the Company.

F-13

Mr. Jack Ross, CEO of the Company has entered into Stock Pledge and Security Agreement with Factor Nutrition Labs, LLC on January 22, 2015 and pledged 3,750,000 shares as a guarantee for additional payment of $1,500,000 pursuant to the said Asset Purchase Agreement.

Distribution Agreement

On January 22, 2015, the Company and Knight entered into a Distribution, License and Supply Agreement (the “Distribution Agreement”), pursuant to which the Company granted to Knight an exclusive license to commercialize FOCUSFactor, FOCUSFactor Kids and Synergy Strip and all improvements thereto (together the “Licensed Products”) and appointed Knight as the exclusive distributor to offer to sell and sell the Licensed Products in Canada, and, at Knight’s election, one or more of Israel, Russia, and Sub-Saharan Africa. The Distribution Agreement provides that Knight may sublicense its rights or use sub-distributors under the Distribution Agreement on terms consistent with the terms of the Distribution Agreement. During the term of the Distribution Agreement, Knight agrees to obtain from the Company all its requirements for the Licensed Products and the Company agrees to supply the Licensed Products at its adjusted production cost plus a designated percentage and any applicable taxes.

Pursuant to the Distribution Agreement, Knight agrees to not (i) knowingly solicit or accept orders of Licensed Products from any customer outside the Territory, (ii) knowingly distribute Licensed Products for sale or use outside the Territory, or (iii) supply any third party distributor with Licensed Products after Knight has actual knowledge that such third party has distributed or offered to distribute Licensed Products outside the Territory. Similarly, under the terms of the Distribution Agreement, the Company agrees that it will not (i) knowingly solicit or accept orders of Licensed Products from a customer in the Territory, (ii) knowingly distribute Licensed Products for sale or use in the Territory, or (iii) supply any third party distributor with Licensed Products after the Company has actual knowledge that such third party has distributed or offered to distribute Licensed Products in the Territory.

The Distribution Agreement includes customary representations and warranties and covenants by the parties, each of which also agrees to customary indemnification provisions. In the event of a long term inability by the Company to supply Knight with the Licensed Products, Knight is entitled to require, among other remedies, the Company to grant a Knight-designated third party a non-exclusive license to use all relevant intellectual property to manufacture and supply Knight with the Licensed Products for commercialization in the Territory. The term of the Distribution Agreement runs until 15 years from the date of the first commercial sale of a Licensed Product in Canada, and the Distribution Agreement will automatically renew for successive 15-year periods unless either party provides the other with written notice of its intention not to renew (a “Non-Renewal Notice”). The Company agrees that in the event it issues a Non-Renewal Notice, the Company will pay to Knight a non-renewal fee equal to the net sales of the Licensed Products achieved by Knight in the Territory during the eight calendar quarters preceding the date of such notice, plus all applicable taxes.

Distribution Option Agreement

In connection with the Loan Agreement, the Company entered into a Product Distribution Option Agreement, dated January 22, 2015 (the “Option Agreement”), pursuant to which the Company granted Knight the exclusive right to negotiate the exclusive distribution rights of any one or more of the Company’s products, including products from the Focus Factor Business, for the territories of Canada, Russia, Sub-Saharan Africa and Israel (the “Option”), pursuant to designated parameters. The Option Agreement is effective upon the date of the Option Agreement, will run until January 31, 2045, and will automatically renew thereafter for successive five-year periods unless either party provides a notice of termination prior to the Option Agreement’s expiration. If Knight does not exercise the option then the Company is free to contract for distribution with other parties, but only on terms no less favorable than those offered by Knight pursuant to the Option Agreement.

F-14




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREDISCLOSURE.

On June 26, 2014, we engaged RBSM LLP (“RBSM”) as our independent registered accounting firm. During our two most recent fiscal years and the subsequent interim period through the engagement of RBSM, we did not consult with RBSM on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on our financial statements, and RBSM did not provide either a written report or oral advice to us that was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

None.
ITEM 9A. CONTROLS AND PROCEDURESPROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision

Evaluation of Disclosure Controls and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internalProcedures

Disclosure controls and procedures as definedare controls and other procedures that are designed to ensure that information required to be disclosed in Rules 13a-15(e) and 15d-15(e)our reports filed or submitted under the Securities Exchange Act of 1934 as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”(the “Exchange Act”) reports is recorded, processed, summarized and reported, within the time periods specified in SECthe Securities and Exchange Commission’s rules and forms relatingforms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our company,reports filed or submitted under the Exchange Act is accumulated and communicated to management, including any consolidating subsidiaries,our principal executive and was made knownprincipal financial officers, or persons performing similar functions, as appropriate to usallow timely decisions regarding required disclosure.

As required by others within those entities, particularly duringparagraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period whencovered by this annual report, was being prepared. December 31, 2014.

Based on this evaluation, our principal executive officer and principal financial officerthese officers concluded that, as of December 31, 2014, these disclosure controls and procedures were not effective to ensure that the evaluation dateinformation required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. The conclusion that our disclosure controls and procedures were not effective aswas due to the presence of July 31, 2013.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

As of July 31, 2013, management assessed the effectiveness of ourmaterial weaknesses in internal control over financial reporting. The Company'sreporting as identified below under the heading “Management’s Report on Internal Control over Financial Reporting.” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our 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.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internalreporting. The term “internal control over financial reportingreporting” is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s President and Chief Executive Officer, who acts as ouran issuer’s principal executive officer and our principal financial officer,officers, or persons performing similar functions, and effected by the Company’s Boardissuer’s board of Directors,directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of Americagenerally accepted accounting principles and includes those policies and procedures that:


● Pertain

(1)pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of the assets of the issuer;
(2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and
(3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Under the supervision of our assets;


● Provide reasonable assurancepresident and chief executive officer (our principal executive officer), who is also our transactions are recorded as necessary to permit preparationchief financial officer (our principal financial officer and principal accounting officer), we conducted an evaluation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement.

In evaluating the effectiveness of our internal control over financial reporting our management usedas of December 31, 2014 using the criteria set forthestablished in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)(COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at December 31, 2014.

16

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2014, we determined that there were control deficiencies that constituted material weaknesses which are indicative of many small companies with small staff, such as:

(1)inadequate segregation of duties and effective risk assessment; and
(2)

insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both generally accepted accounting principles in the United States and guidelines of the Securities and Exchange Commission.

These control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements could not have been prevented or detected on a timely basis. As a result of the material weaknesses described above, we concluded that we did not maintain effective internal control over financial reporting as of December 31, 2014, based on criteria established inInternal Control – Integrated Framework. Based on that evaluation, completed onlyFrameworkissued by Danny Aaron, our President, Chief Executive Officer and sole Director, who also serves as our principal executive officer, principal financial officer and principal accounting officer, Mr. Aaron concluded that, duringCOSO. Our management is currently evaluating remediation plans for the above deficiencies. During the period covered by this annual report such internal controlson Form 10-K, we have not been able to remediate the the remaining weaknesses described above. However, we plan to take steps to enhance and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies that existed inimprove the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.



The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our President, Chief Executive Officer, Treasurer and Director, who also serves as our principal financial officer and principal accounting officer, in connection with the review of our financial statements as of July 31, 2013.
Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

There were no changes in the Company’s internal control over financial reporting that occurred during the year ended July 31, 2013 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

17
None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEGOVERNANCE.

Our

Directors and Executive Officers

The following table sets forth the names of the members of our Board of Directors, nominees for our Board of Directors, executive officer’sofficers, and director’s and their respective age’s as of July 31, 2013 are as follows:


the position with the Company held by each.

Name Age Positions and OfficesTitleTenure
     
Danny AaronJack Ross 49 President, Chief Executive Officer, Secretary, TreasurerCEO, CFO and DirectorSince October 2014
Stephen Fryer76DirectorSince December 2014
Paul SoRelle58DirectorSince December 2014

The directors named above will serve until the next annual meeting of the stockholders or until their respective resignation or removal from office. Thereafter, directors are anticipated

Each director is elected to be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated.


Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

DANNY AARON, AGE 49

Mr. Aaron has served in a variety of roles with several companies across North America, Australiaand Africa.
Mr. Aaron had experience working in mineral exploration during the 1980’s.  He was a navigator for Columbia Airborne Geophysical Services (1984) Ltd., an airborne geophysical company, a draftsman who was responsible for plotting geophysical and geological data field data, as well as a geological field assistant. He is an active investor in junior mineral exploration companies for more than 15 years. We believe that Mr. Aaron’s experience, qualification, attributes and skills make him a suitable candidate to serve as a Director for Oro Capital Corporation.



He has pursued several entrepreneurial ventures.  His most recent venture was started in 2003 and led to the establishment of an upscale chain of cafés across Canada and the United States called Drum Café  in Canada and Western USA.
From 2003 to present, Mr. Aaron has served as President and CEO of Drum Café Canada and Western USA.  He Launched Drum Café in Vancouver Canada in 2003 and expanded across Canada to include, Alberta, Manitoba, Ontario and Quebec.  In 2005, this expanded to the USA in a partnership agreement that owned the rights to Drum Café in all states west of Texas.
As CEO Mr. Aaron’s responsibilities included:
▪ Operations.
▪ Marketing.
▪ Recruiting
▪ Web Development
▪ Scheduling
▪ Business Development
From 1998 to 2002 Mr. Aaron was general manager and part owner of Health Services for Men, based in Sydney, Australia. The Company established a network of over 50 medical clinics across Australia.  He controlled and operated 50 medical clinics across Australia specializing in men’s health with emphasis on Impotence (erectile dysfunction).
 His responsibilities included:
▪ Operations.
▪ Marketing.
▪ Hiring and managing 20 Doctors
▪ Deployment of Doctors across the country
▪ Implemented training course for all staff, nursing staff and doctors in the clinics.
▪ Managed the central call center in Sydney and supervised the training of phone room consultants.
▪ Developed and implemented a variety of procedures and computer programs, designed for tracking.
Mr. Aaron’s expertise focuses primarily on establishing corporate operations, implementing marketing campaigns, recruiting key personnel and structuring business development strategies.
Mr. Aaron’s involvement in these ventures led to the launch of these businesses which continue to be successful in their respective markets.
TERM OF OFFICE

All directors hold office until the next annual meeting of shareholders and until his/her successor has been qualified and elected. Our President, Chief Executive Officer and Chief Executive Officer, our sole executive officer, serves at the stockholdersdiscretion of our Board of Directors. There are no understandings between any of our directors or executive officer or any other person pursuant to which any executive officer or director was or is to be selected as an executive officer or director. Furthermore, there are no family relationships between any director, executive officer, or person nominated or chosen by us to become a director or executive officer.

Background of Executive Officer and Board of Directors

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

Jack Ross – President, Chief Executive Officer, Chief Financial Officer and Director

Mr. Ross is currently the sole officer and director of Pure Sports Inc., positions he has held since February 2009, the sole officer and director of Gowan Capital Inc., positions he has held since May 2011, the sole officer and director of Synergy Energy Strips World Wide Inc., positions he has held since August 2011, the sole officer and director of Rio e Cigs Inc., positions he has held since December 2011, and the sole officer and director of Kenek Brands Inc., positions he has held since May 2014. From January 2012 to April 2014, Mr. Ross served as the sole officer and director of Synergy Strips Corp., which was acquired by and became a wholly owned subsidiary of the Company in April 2014 (the “Subsidiary”) in connection with the Merger. Other than the Subsidiary, none of these companies are related to or affiliated with the Company. Mr. Ross’s significant leadership experience at various private and until their successors have been duly elected and qualified. The Company’s Bylaws providepublic companies led to the conclusion that thehe should serve as a member of our Board of Directors, will consistin light of no less thanour business and structure.

Mr. Stephen Fryer – Director

Since April 2003, Mr. Fryer has been the Chief Executive Officer and Managing Partner of SC Capital Partners, Inc., a private micro-market investment banking and private equity intermediary. Prior to joining SC Capital Partners, Inc., Mr. Fryer was a consulting investment banker with Grant Bettingen, Inc., a broker-dealer based in California, from January 2001 to March 2003. From May 1989 to August 1997, Mr. Fryer was the Principal and Managing Director of Ventana International, Ltd., a venture capital and private investment banking firm with operations and investors in the United States, Latin America, Europe and Asia. Mr. Fryer earned a B.S. in Mechanical Engineering, with a minor in Economics, from the University of Southern California. Mr. Fryer’s substantial experience in the investment banking industry, and his demonstrated skill in corporate finance, led to the conclusion that he should serve as a member of our Board of Directors, in light of our business and structure.

Mr. Paul SoRelle – Director

Since November 1999, Mr. SoRelle has been the Chief Executive Officer and Managing Partner of Pioneer Press of Greeley, Inc., a commercial offset printing company. Prior to joining Pioneer Press, Mr. SoRelle worked in the gaming business as well as the retail gasoline and convenience store business. Mr. SoRelle’s significant leadership experience at Pioneer Press of Greeley, Inc. led to the conclusion that he should serve as a member of our Board of Directors, in light of our business and structure.

18

Legal Proceedings

No director, director nominee, executive officer, or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

CORPORATE GOVERNANCE

Director Independence

As of March 23, 2015, we have three members.directors. Each director is elected to hold office for a one year period or until the next Annual Meeting of Shareholders and until his/her successor has been qualified and elected following the one year of service. Mr. Fryer and Mr. SoRelle are independent directors. Officers are elected by and serve at the discretion of the Board of Directors.


DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as thatCompany’s directors. There are no understandings between the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.



CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company or any other person pursuant to which any officer or director was or is to be selected as an officer or director.

Code of Ethics

The Company does not have a code of ethics for our principal executive or principal financial officers, due to our size and current stage of development. The Company’s management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.

Committees

The Company does not have any standing committees and the Board of Directors performs the duties of an audit committee, nominating committee and compensation committee. Since the Company has appearedno standing committees, the Company does not have any written charters governing such committees’ conduct.

Nominating Committee

We do not have a nominating committee, as we believe the Company is too small to warrant a partyseparate standing nominating committee. Director Jack Ross is responsible for selecting individuals to stand for election as members of our Board of Directors. The Company does not have a policy with regards to the consideration of any director candidates recommended by our stockholders. Our Board of Directors has determined that it is in any legal proceeding materialthe best position to an evaluationevaluate our Company’s requirements as well as the qualifications of his abilityeach candidate when it considers a nominee for a position on our Board of Directors. If stockholders which to recommend candidates directly to our Board of Directors, they may do so by communicating directly with Jack Ross, our President, Chief Executive Officer, Chief Financial Officer and the Chairman of our Board of Directors by mail, at Synergy Strips Corp., Attn: President, 865 Spring Street, Westbrook, ME 04092, or integrity during the past five years.


 SIGNIFICANT EMPLOYEES AND CONSULTANTS

Other than our officers and directors, we currently have no other significant employees.

AUDIT COMMITTEE AND CONFLICTS OF INTEREST

Since weby telephone at (615) 939-9004.

Audit Committee

We do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed bycurrently serving and, as a result, our directors. The Board of Directors has not establishedperforms the duties of an audit committee and doescommittee. We also do not have an audit“audit committee financial expert, nor has” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K, however we feel that our directors’ backgrounds and financial sophistication is sufficient to fulfill the duties of the audit committee.

Compensation Committee

We do not have a compensation committee, as we believe the Company is too small to warrant a separate standing compensation committee. As a result, our Board of Directors establishedperforms the duties of a nominatingcompensation committee. The Board is of the opinion that such committees are not necessary sinceWhile the Company is an early exploration stage companybelieves that its current size does not warrant a separate standing compensation committee, it will reassess that need if and has only twowhen additional directors and to date, such directors have been performingare appointed and/or elected.

Shareholder Communications

Shareholders may send written communications on the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.Company’s web site:www.Synergystrips.com

19

There are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

SECTION 16(A)16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


Section 16(a) of the Securities Exchange Act of 1934 requires ourthe Company’s executive officers, and directors, and persons who beneficially own more than ten percent10% of a registered class of ourthe Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership withof the SEC. ExecutiveCompany’s common stock and other equity securities. These executive officers, directors, and greater-than-ten percent stockholdersgreater than 10% beneficial owners are required by SEC regulationsregulation to furnish usthe Company with copies of all Section 16(a) forms they file.filed by such reporting persons. Based on oursolely upon the Company’s review of filings made onsuch forms furnished to it, the SEC website, and the fact of us not receiving certain forms or written representations from certain reporting persons that they have complied with the relevant filing requirements, we believeCompany believes that during the fiscal year ended July 31, 2013, our2014 and through to March 23, 2015, all of its executive officers, directors, and greater-than-ten percent stockholdersevery person who is directly or indirectly the beneficial owner of more than 10% of any class of the Company’s securities, complied with allthe filing requirements of Section 16(a) filing requirements.

CODE OF ETHICS

The Company has not adoptedof the Exchange Act except for the following: (a) Jack Ross, our President, Chief Executive Officer, Chief Financial Officer and a codemember of ethicsour Board of Directors filed a Form 3 on February 9, 2015, to report the shares of our common stock beneficially owned by Mr. Ross as of October 27, 2014, the date upon which Mr. Ross became our President, Chief Executive Officer, Chief Financial Officer and a member of our Board of Directors; (b) Stephen J. Fryer, a member of our Board of Directors, filed a Form 3 on February 9, 2015, to report that applieshe beneficially owns no shares of our common stock as of December 8, 2014, the date upon which Mr. Fryer became a member of our Board of Directors; and (c) James P. SoRelle, a member of our Board of Directors, filed a Form 3 on February 10, 2015, to its principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has not adoptedreport that he beneficially owns no shares of our common stock as of December 8, 2014, the date upon which Mr. SoRelle became a codemember of ethics because it has only commenced operations.
our Board of Directors.

ITEM 11. EXECUTIVE COMPENSATIONCOMPENSATION.

The following tables settable sets forth certain information about compensation paid, earned or accrued for services by our President and all otherfor each executive officers (collectively,officer for the “Named Executive Officers”) in thepast two fiscal years ended July 31, 2013 and 2012:


SUMMARY COMPENSATION TABLE

The table below summarizesyears.

  Year  Salary  Bonus  Stock Awards  Option Awards  All Other Compen-
sation		  Total 
Jack Ross  2014  $0  $0  $0  $0  $0  $0 
Chairman, President, Chief Executive Officer and Chief Financial Officer  2013   0   0   0   0   0   0 
                             
Mark Suponitsky  2014   25,000   0   0   0   0   25,000 
Former President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director(1)  2013   0   0   0   0   0   0 
                             
Danny Aaron  2014   0   0   0   0   0   0 
Former President, Chief Executive Officer, Secretary, Treasurer and Director(2)  2013   0   0   0   0   0   0 

(1)Mr. Suponitsky resigned all such positions, effective October 27, 2014.
(2)Mr. Aaron resigned all such positions, effective April 21, 2014.

We have not made provisions for paying cash or non-cash compensation awarded to, earned by, or paid to our officers for all services rendered in all capacitiesand directors. No salaries are being paid at the present time to us as of the year ended July 31, 2013, for the fiscal year ended as indicated.

Name and Principal Position Year Salary($) Bonus($) 
Stock
Awards($)
 
Option
Awards($)
 
Non-Equity
Incentive
Plan
Com-
pensation($)
 
Non-
qualified
Deferred
Com-
pensation($)
 
All Other
Com-
pensation($)
 Total($)
                   
Danny Aaron (1) 2013 0 0 0 0 0 0 3,000 0
  2012 0 0 0 0 0 0 3,000 0
(1)   President, Chief Executive Officer, Secretary, Treasurerour officers and Director.



None of our directors and none have received monetary compensation since ourbeen paid or owed from inception through July 31, 2013. We currentlyto date. At present we do not pay any compensation to our directors serving on our board of directors.
 STOCK OPTION GRANTS

have a stock incentive plan in place. We have not granted any stock options to the executive officers since our inception. Upon the further development of our business, we will likely grant options to directors and officers consistent with industry standards for junior mineral exploration companies.

EMPLOYMENT AGREEMENTS

 The Company is not a party to any employment agreement and has no compensation agreement with any of its officers and directors. We have no employment agreement with our sole officer. As of December 31, 2014, we had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change of control of our Company.

20
DIRECTOR COMPENSATION

The following table sets forth director compensation as of July 31, 2013:

  Fees     Non-Equity Nonqualified    
  Earned     Incentive Deferred    
  Paid in Stock Option Plan Compensation All Other  
Name 
Cash
($)
 
Awards
($)
 
Awards
($)
 
Compensation
($)
 
Earnings
($)
 
Compensation
($)
 
Total
($)
               
Danny Aaron 0 0 0 0 0 0 0

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

MATTERS.

The following table lists,sets forth certain information regarding our common stock beneficially owned as of July 31, 2013, the numberdate of shares of common stock of our Company that are beneficially owned bythis report, for (i) each person or entitystockholder known to our Company to be the beneficial owner of 5% or more than 5% of theour outstanding common stock;stock, (ii) each executive officer and director, of our Company; and (iii) all executive officers and directors as a group. Information relatingTo the best of our knowledge, subject to beneficial ownership of common stock by our principal shareholderscommunity and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may notmarital property laws, all persons named have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 The percentages below are calculated based on ,6,000,000power with respect to such shares, of our common stock issued and outstandingexcept as of July 31, 2013. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

  Name and Address 
Number of 
Shares
Owned
 Percent of 
Class
Title of Class of Beneficial Owner (1) Beneficially Owned
       
Common Stock: Danny Aaron (2) 5,000,000 83.3%
       
All executive officers and directors as a group (1 persons) 5,000,000 83.3%

(1)   Unless otherwise noted, the address of each person or entity listed is, c/o Oro Capital Corporation, 23 Dassan Island Drive, Plettenberg Bay, 6600, South Africa.
(2)   President, Chief Executive Officer, Secretary, Treasurer and Director.



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
For the year ended July 31, 2013 and 2012, the total fees charged to the company for audit services, including quarterly reviews were :
Description Year ended  Year ended 
of Service July 31, 2013  July 31, 2012 
  ($)  ($) 
       
Audit services  4,200   2,000 
         
Tax fees  -   - 
         
All other fees  -   - 
         
Total  4,200   2,000 

PART IV
ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.

noted.

Common Stock Beneficially Owned
 Number of
shares
beneficially
owned		  Percentage
of shares
beneficially
owned		 
Executive officers and directors: (1)      
Jack Ross (4)  3,208,649   5.3%
Stephen Fryer  —   *%
Paul SoRelle  —   *%
All directors and executive officers as a group (3 persons)  3,208,649   5.3%
         
5% Stockholders: (2)        
         
Knight Therapeutics (Barbados) Inc.(3)  8,179,946   11.5%
Dunhill Distribution Group, Inc. (4)  3,208,649   5.3%

Number* DescriptionLess than 1%.
   
3.1(1) ArticlesUnless otherwise noted, the address for each of Incorporation (1)the named beneficial owners is: 865 Spring Street, Westbrook, ME 04092.
3.2 Bylaws (1)
31.1(2) 
CertificationUnder Rule 13d-3, a beneficial owner of Principala security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding.
(3)As disclosed pursuant to a Schedule 13G filed with the SEC on February 2, 2015. Includes 3,584,759 shares of common stock that may be acquired upon exercise of warrants. This stockholder’s address is Chancery House, High Street, Bridgetown, Barbados.
(4)This stockholder’s address is: 275 Canterbury Lane, Fall River NS B2T 1A4, Canada. Jack Ross is the Chief Executive Officer pursuant to Section 302of Dunhill Distribution Group, Inc.

Equity Compensation Plans

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 to the Company owned by Mr. Jack Ross, Chief Executive Officer of the Company.

   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  4.25  $0.25  1,000,000 $0.25 

The stock option activity for the year ended December 31, 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 December 31, 2014  1,000,000  $0.25 

Stock-based compensation expense related to vested options was $282,247 during the year ended December 31, 2014. The Company determined the value of share-based compensation for options vesting during the year ended December 31, 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%.

21

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

TRANSACTIONS WITH RELATED PERSONS

Since January 1, 2014, the Company has not been a party to any transaction in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of its total assets at year end for the last two fiscal years, and in which any of its directors, named executive officers or beneficial owners of more than 5% of the Company’s capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than described below:

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. In connection with the Merger, Dunhill Distribution Group, Inc. acquired 3,208,649 shares of the Company’s Common Stock. Jack Ross, the Company’s President, CEO, CFO and a director, is the Chief Executive Officer of Dunhill Distribution Group, Inc.

On April 2, 2014, the Company granted 1,000,000 options valued at approximately $282,000 to a company owned by Mr. Jack Ross, Chief Executive Officer of the Company (see note 9).

On October 31, 2014, the Company borrowed $100,000 through a promissory note bearing interest at 10% with a maturity date of October 31, 2015 from a company owned by Company’s chief executive officer. As of December 31, 2014, the Company had principal outstanding in the promissory note of $100,000, and had paid interest of $1,667.

The company accrued consulting fees of $15,000 per month to the Company owned by Mr. Jack Ross, Chief Executive Officer of the company starting October 2014. As of December 31, 2014, the total outstanding balance of $45,000 was paid.

At December 31, 2014, $16,077 was due from a company owned by Mr. Jack Ross, Chief Executive Officer of the Company in a form of a note receivable.

22

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Our Board of Directors pre-approves all services provided by our independent auditors. All of the services and fees summarized below were reviewed and approved by the Board of Directors either before or after the respective services were rendered.

On April 21, 2014, M&K CPAS, PLLC (“M&K”) effectively ceased as our independent registered public accounting firm and on June 26, 2014, we engaged RBSM LLP (“RBSM”) as our independent registered accounting firm. The following table summarizes the aggregate fees M&K CPAS, PLLC and RBSM billed the Company for professional services rendered to the Company. A description of these various fees and services are in the footnotes to the table.

  Years Ended  Five Months Ended  Year Ended 
  December 31, 2014  December 31, 2013  July 31, 2013 
Audit Fees(1) $6,000  $-  $4,200 
Audit-Related Fees(2)  -   -   - 
Tax Fees(3)  -   -   - 
All Other Fees(4)  -   -   - 
Total $6,000  $-  $4,200 

(1)Audit Fees — This category includes the audit of the Sarbanes-Oxley ActCompany’s annual financial statements, review of 2002.financial statements included in its Quarterly Reports on Form 10-Q, and services that are normally provided by independent auditors in connection with the engagement for fiscal years.
31.2 
Certification(2)
Audit-Related Fees — This category consists of Principal Financial Officer pursuantfees reasonably related to Section 302the performance of the Sarbanes-Oxley Actaudit or review of 2002.the Company’s financial statements that are not reported as “Audit Fees.”
32.1 
Certification(3)
Tax Fees — This category consists of Principal Executive Officertax compliance, tax advice, and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.tax planning work.
101.INS XBRL Instance Document*
101.SCH(4)XBRL Taxonomy Extension Schema Document*All Other Fees — This category consists of fees for other miscellaneous items.

101.CALXBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFXBRL Taxonomy Extension Definition Linkbase Document*
101.LABXBRL Taxonomy Extension Label Linkbase Document*
101.PREXBRL Taxonomy Extension Presentation Linkbase Document*23
______________
(1) Incorporated by reference to the Registrant’s Form S-1 (File No. 333-185103),

PART IV

ITEM 15. EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES.

The following documents are filed with the Commission on November 21, 2012.

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or aas part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.this report:

1.Consolidated Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page
Financial Statements
Reports of Independent Registered Public Accounting FirmsF-1 - F-2
Consolidated Balance SheetsF-3
Consolidated Statements of OperationsF-4
Consolidated Statements of Shareholders’ (Deficit) EquityF-5
Consolidated Statements of Cash FlowsF-6
Notes to Consolidated Financial StatementsF-7

2.Consolidated Financial Statement Schedules

None.

3.Exhibits

    Incorporated by Reference
    (Unless Otherwise Indicated)
Exhibit          
Number Exhibit Title Form File Exhibit Filing Date
           
2.1 

Agreement and Plan of Merger, dated

April 7, 2014, by and among Oro Capital Corporation, Synergy Merger Sub, Inc. and Synergy Strips Corp.

 8-K 000-55098 2.1 4/9/2014
           
2.2 

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

 

 8-K 000-55098 2.1 5/7/2014
           
2.3 Asset Purchase Agreement, dated January 22, 2015, by and among Synergy Strips Corp.; Factor Nutrition Labs, LLC; Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. — — — Filed herewith
           
3.1  Articles of Incorporation S-1  333-185103 3.1  11/21/2012
           
3.2 Amendment to Articles of Incorporation 8-K 000-55098 3.1(b) 5/7/2014
           
3.3 By-Laws S-1 333-185103 3.2 11/21/2012
           
4.1 Form of Subscription Agreement S-1/A 333-185103 4.1 2/19/2013
           
4.2 Synergy Strips Corp. Common Stock Purchase Warrant, dated January 22, 2015. — — — Filed herewith
           
4.3 Synergy Strips Corp. Common Stock Purchase Warrant (10-Year Warrant), dated January 22, 2015. — — — Filed herewith
           
10.1 Mineral Claim Agreement for the Shipman Diamond Project, dated September 1, 2011. S-1 333-185103 10.1 11/21/2012

24

10.2 Transfer of Mineral Dispositions with Danny Aaron, dated February 21, 2012. S-1 333-185103 10.2 11/21/2012
           
10.3 Form of Sales and Marketing Consultant and Distribution Agreement, dated April 2, 2014 8-K 000-55098 10.1 5/7/2014
           
10.4 Sales and Marketing Consultant and Distribution Agreement, dated April 2, 2014, between Synergy Strips Corp. and Kenek Brands Inc. 8-K 000-55098 10.1 5/7/2014
           
10.5 Loan Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc. and Synergy Strips Corp. — — — Filed herewith
           
10.6 Product Distribution Option Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc. and Synergy Strips Corp. — — — Filed herewith
           
10.7 Distribution, License and Supply Agreement, dated January 22, 2015, by and between Synergy Strips Corp. and Knight Therapeutics (Barbados) Inc. — — — Filed herewith
           
16.1 Letter from M&K CPAS, PLLC to the Securities and Exchange Commission dated June 11, 2014 8-K/A 000-55098 16.1 6/12/2014
           
21.1 Subsidiaries of the Registration — — — Filed herewith
           
23.1 Promissory Note to Danny Aaron, dated May 17, 2013. S-1/A 333-185103 23.2 5/17/2013
           
23.2 Promissory Note and Future Advances Note to Danny Aaron , dated May 28, 2013 S-1/A 333-185103 23.2 5/28/2013
           
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a). — — — Filed herewith
           
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a). — — — Filed herewith
           
32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350. — — — Filed herewith
           
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350. — — — Filed herewith
           
101.INS XBRL Instance Document. — — — Furnished herewith
           
101.SCH XBRL Taxonomy Extension Schema Document. — — — Furnished herewith
           
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. — — — Furnished herewith
           
101.DEF XBRL Taxonomy Extension Definition Linkbase Document. — — — Furnished herewith
           
101.LAB XBRL Taxonomy Extension Label Linkbase Document. — — — Furnished herewith
           
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. — — — Furnished herewith

25

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 ORO CAPITAL CORPORATION
(Name of Registrant)SYNERGY STRIP CORP
  
Date: March 31, 2015By:/s/ Jack Ross
President, Chief Executive Officer

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURETITLEDATE
/s/ Jack RossPresident, Chief Executive OfficerMarch 31, 2015
Jack Ross

(principal executive officer) Chief Financial Officer, Chief Accounting Officer, Director

  
   
Date: October 28, 2013By: /s/         Danny Aaron                                                                                
  
Name:   Danny Aaron/s/ Stephen FryerDirectorMarch 31, 2015
Stephen Fryer

  
Title:     President, Chief Executive Officer, Secretary,
              Treasurer and Director (principal executive officer,
              principal financial officer, and principal accounting officer)



EXHIBIT INDEX

NumberDescription
   
3.1/s/ Paul SoRelle Articles of Incorporation (1)
3.2Director Bylaws (1)March 31, 2015
31.1Paul SoRelle 
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document*
101.SCHXBRL Taxonomy Extension Schema Document*
101.CALXBRL Taxonomy Extension Calculation Linkbase Document*
101.DEFXBRL Taxonomy Extension Definition Linkbase Document*
101.LABXBRL Taxonomy Extension Label Linkbase Document*
101.PREXBRL Taxonomy Extension Presentation Linkbase Document*26
______________

(1) Incorporated by reference to the Registrant’s Form S-1 (File No. 333-185103), filed with the Commission on November 21, 2012.
* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.



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