Synergy CHC (SNYR) 10-Q 6 Dec 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Dec. 02, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	SYNERGY CHC CORP.
Entity Central Index Key	0001562733
Entity File Number	001-42374
Entity Tax Identification Number	99-0379440
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	No
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	865 Spring Street
Entity Address, City or Town	Westbrook
Entity Address, State or Province	ME
Entity Address, Postal Zip Code	04092
Entity Phone Fax Numbers [Line Items]
City Area Code	(207)
Local Phone Number	321-2350
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.00001 per share
Trading Symbol	SNYR
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		8,703,818

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 259,375	$ 632,534
Restricted cash	100,000	100,000
Accounts receivable, net	4,072,030	2,106,094
Prepaid expenses (including related party amount of $570,000 and $501,321, respectively)	1,072,639	797,985
Inventory, net	1,910,515	3,726,240
Total Current Assets	11,853,286	11,822,849
Intangible assets, net	316,667	416,667
Total Assets	12,169,953	12,239,516
Current Liabilities:
Accounts payable and accrued liabilities (including related party payable of $129,091 and $26,885, respectively)	5,082,140	11,727,490
Income taxes payable, net	254,272	185,665
Contract liabilities	2,100	14,202
Current portion of long-term debt, net of debt discount and debt issuance cost	6,994,766	2,094,525
Total Current Liabilities	18,248,970	14,021,882
Long-term Liabilities:
Notes payable	9,757,022	13,096,610
Total Long-term Liabilities	19,090,075	25,523,607
Total Liabilities	37,339,045	39,545,489
Commitments and contingencies
Stockholders’ Deficit:
Common stock, $0.00001 par value; 300,000,000 shares authorized; 7,553,818 shares issued and outstanding	76	76
Additional paid in capital	19,157,931	19,148,707
Accumulated other comprehensive income (loss)	5,881	(102,467)
Accumulated deficit	(44,332,980)	(46,352,289)
Total stockholders’ deficit	(25,169,092)	(27,305,973)
Total Liabilities and Stockholders’ Deficit	12,169,953	12,239,516
Related Party
Current Assets:
Loan receivable (related party)	4,438,727	4,459,996
Current Liabilities:
Short term loans payable, related party	2,915,692
Current portion of long-term debt, net of debt discount and debt issuance cost, related party	3,000,000
Long-term Liabilities:
Note payable, net of debt discount and debt issuance cost, related party	$ 9,333,053	$ 12,426,997

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Common stock par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	7,553,818	7,553,818
Common stock, shares outstanding	7,553,818	7,553,818
Related Party
Prepaid expenses related party (in Dollars)	$ 570,000	$ 501,321
Accounts payable and accrued liabilities related party payable (in Dollars)	$ 129,091	$ 26,885

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 7,126,333	$ 10,805,735	$ 24,563,036	$ 29,559,440
Cost of sales	2,335,901	3,028,023	7,421,930	8,351,645
Gross profit	4,790,432	7,777,712	17,141,106	21,207,795
Operating expenses
Selling and marketing	2,509,440	4,302,034	9,149,303	10,533,217
General and administrative	1,196,784	1,326,864	3,449,007	4,294,634
Depreciation and amortization	33,333		100,000
Total operating expenses	3,739,557	5,628,898	12,698,310	14,827,851
Income from operations	1,050,875	2,148,814	4,442,796	6,379,944
Other (income) expenses
Other income	(252,405)		(252,405)
Interest expense, net	704,707	885,548	2,559,454	2,605,320
Remeasurement (gain) loss on translation of foreign subsidiary	7,279	(7,555)	2,166	(11,716)
Total other expenses	459,581	877,993	2,309,215	2,593,604
Net income before income taxes	591,294	1,270,821	2,133,581	3,786,340
Income tax benefit (expense)	192,299	13,366	(114,272)	(38,896)
Net income after tax	$ 783,593	$ 1,284,187	$ 2,019,309	$ 3,747,444
Net income per share – basic (in Dollars per share)	$ 0.1	$ 0.17	$ 0.27	$ 0.5
Net income per share – diluted (in Dollars per share)	$ 0.1	$ 0.17	$ 0.27	$ 0.5
Weighted average common shares outstanding
Basic (in Shares)	7,553,818	7,553,818	7,553,818	7,553,818
Diluted (in Shares)	7,553,818	7,553,818	7,553,818	7,553,818
Comprehensive income :
Net income	$ 783,593	$ 1,284,187	$ 2,019,309	$ 3,747,444
Foreign currency translation adjustment	(79,025)	105,398	108,348	(4,257)
Comprehensive income	$ 704,568	$ 1,389,585	$ 2,127,657	$ 3,743,187

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statement of Stockholders’ Deficit - USD ($)	Common stock	Additional Paid in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 76	$ 19,148,707	$ 22,389	$ (52,691,039)	$ (33,519,867)
Balance (in Shares) at Dec. 31, 2022	7,553,818
Foreign currency translation gain (loss)			(4,443)		(4,443)
Net income				328,428	328,428
Balance at Mar. 31, 2023	$ 76	19,148,707	17,946	(52,362,611)	(33,195,882)
Balance (in Shares) at Mar. 31, 2023	7,553,818
Balance at Dec. 31, 2022	$ 76	19,148,707	22,389	(52,691,039)	(33,519,867)
Balance (in Shares) at Dec. 31, 2022	7,553,818
Net income					3,747,444
Balance at Sep. 30, 2023	$ 76	19,148,707	18,132	(48,943,595)	(29,776,680)
Balance (in Shares) at Sep. 30, 2023	7,553,818
Balance at Mar. 31, 2023	$ 76	19,148,707	17,946	(52,362,611)	(33,195,882)
Balance (in Shares) at Mar. 31, 2023	7,553,818
Foreign currency translation gain (loss)			(105,212)		(105,212)
Net income				2,134,829	2,134,829
Balance at Jun. 30, 2023	$ 76	19,148,707	(87,266)	(50,227,782)	(31,166,264)
Balance (in Shares) at Jun. 30, 2023	7,553,818
Foreign currency translation gain (loss)			105,398		105,398
Net income				1,284,187	1,284,187
Balance at Sep. 30, 2023	$ 76	19,148,707	18,132	(48,943,595)	(29,776,680)
Balance (in Shares) at Sep. 30, 2023	7,553,818
Balance at Dec. 31, 2023	$ 76	19,148,707	(102,467)	(46,352,289)	(27,305,973)
Balance (in Shares) at Dec. 31, 2023	7,553,818
Foreign currency translation gain (loss)			131,637		131,637
Net income				580,530	580,530
Balance at Mar. 31, 2024	$ 76	19,148,707	29,170	(45,771,759)	(26,593,806)
Balance (in Shares) at Mar. 31, 2024	7,553,818
Balance at Dec. 31, 2023	$ 76	19,148,707	(102,467)	(46,352,289)	(27,305,973)
Balance (in Shares) at Dec. 31, 2023	7,553,818
Net income					2,019,309
Balance at Sep. 30, 2024	$ 76	19,157,931	5,881	(44,332,980)	(25,169,092)
Balance (in Shares) at Sep. 30, 2024	7,553,818
Balance at Mar. 31, 2024	$ 76	19,148,707	29,170	(45,771,759)	(26,593,806)
Balance (in Shares) at Mar. 31, 2024	7,553,818
Fair value of vested stock options		4,611			4,611
Foreign currency translation gain (loss)			55,736		55,736
Net income				655,186	655,186
Balance at Jun. 30, 2024	$ 76	19,153,318	84,906	(45,116,573)	(25,878,273)
Balance (in Shares) at Jun. 30, 2024	7,553,818
Fair value of vested stock options		4,613			4,613
Foreign currency translation gain (loss)			(79,025)		(79,025)
Net income				783,593	783,593
Balance at Sep. 30, 2024	$ 76	$ 19,157,931	$ 5,881	$ (44,332,980)	$ (25,169,092)
Balance (in Shares) at Sep. 30, 2024	7,553,818

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows from Operating Activities
Net income	$ 2,019,309	$ 3,747,444
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of debt issuance cost	47,519	37,838
Depreciation and amortization	100,000
Stock based compensation expense	9,224
Foreign currency transaction loss	23,777	16,146
Remeasurement loss on translation of foreign subsidiary	2,166	(11,716)
Non cash implied interest	4,799	21,994
Changes in operating assets and liabilities:
Accounts receivable	(1,965,936)	102,649
Loan receivable, related party	21,269	118,192
Inventory	1,815,725	3,829,729
Prepaid expenses	(205,975)	(1,029,858)
Prepaid expense, related party	(396,683)	(143,106)
Income taxes receivable		5,381
Income taxes payable	68,607
Contract liabilities	(12,102)	3,434
Accounts payable and accrued liabilities	(3,011,384)	(9,335,734)
Accounts payable, related party	102,206	(100,242)
Net cash used in operating activities	(1,377,479)	(2,737,849)
Cash Flows from Investing Activities
Cash Flows from Financing Activities
Advances from related party	3,395,587	1,000,000
Repayment of advances from related party	(157,425)
Repayment of notes payable, related party	(84,500)	(73,500)
Proceeds from notes payable	600,000	360,000
Repayment of notes payable	(2,857,690)	(733,010)
Net cash provided by financing activities	895,972	553,490
Effect of exchange rate on cash, cash equivalents and restricted cash	108,348	(4,257)
Net decrease in cash, cash equivalents and restricted cash	(373,159)	(2,188,616)
Cash and restricted cash, beginning of year	732,534	2,526,443
Cash and restricted cash, end of period	359,375	337,827
Cash paid during the period for:
Interest	2,432,653	2,584,604
Income taxes	45,664
Supplemental Disclosure of Noncash Investing and Financing Activities:
Accounts payable converted to loan payable upon settlement	3,770,824
Reduction of short term related party note payable by reduction of prepaid balance	$ 328,003

Nature of the Business

Nature of the Business	9 Months Ended
	Sep. 30, 2024
Nature of the Business [Abstract]
Nature of the Business	Note 1 – Nature of the Business Synergy CHC Corp. (“Synergy”, “we”, “us”, “our” or the “Company”) (formerly Synergy Strips Corp.) was incorporated on December 29, 2010 in Nevada under the name “Oro Capital Corporation.” On April 21, 2014, the Company changed its fiscal year end from July 31 to December 31. On April 28, 2014, the Company changed its name to “Synergy Strips Corp.”. On August 5, 2015, the Company changed its name to “Synergy CHC Corp.” The Company is a consumer health care company that is in the process of building a portfolio of best-in-class consumer product brands. Synergy’s strategy is to grow its portfolio both organically and by further acquisitions. Effective January 1, 2019 the Company has merged its U.S. subsidiaries (Neuragen Corp., Breakthrough Products, Inc., Sneaky Vaunt Corp., and The Queen Pegasus Corp.) into the parent company. Synergy is the sole owner of two subsidiaries: NomadChoice Pty Ltd., and Synergy CHC Inc. and the results have been consolidated in these statements.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 are unaudited. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2023 and footnotes thereto. All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Reverse Stock Split On September 11, 2024, we effected a 1-for-11.9 reverse stock split with respect to our common stock. The reverse stock split did not change the number of authorized shares of common stock or par value. All references in these condensed consolidated financial statements to shares, share prices, exercise prices and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the reverse stock split. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included are assumptions about collection of accounts receivable, current income taxes, deferred income taxes valuation allowance, useful life of intangible assets, impairment analysis of intangible assets, estimates used in the fair value calculation of stock based compensation, assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate, accrual of sales returns, and accrual of legal expense. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. Cash and Cash Equivalents The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. As of September 30, 2024 and December 31, 2023, the Company had no Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows. September 30, December 31, Cash $ 259,375 $ 632,534 Restricted cash 100,000 100,000 Total cash and restricted cash shown in the statement of cash flows $ 359,375 $ 732,534 Amounts included in restricted cash represent amounts held for credit card collateral. Intangible Assets We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of our intangible assets are subject to amortization. Intangible assets are amortized on a straight line basis over the useful lives. Long-lived Assets Long-lived assets include equipment and intangible assets other than those with indefinite lives. We assess the carrying value of our long-lived asset groups when indicators of impairment exist and recognize an impairment loss when the carrying amount of a long-lived asset is not recoverable when compared to undiscounted cash flows expected to result from the use and eventual disposition of the asset. Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in our use of the assets or in our business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value. Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. The Company recognizes revenue upon shipment from its fulfillment centers. Certain of our distributors may also perform a separate function as a co-packer on our behalf. In such cases, ownership of and title to our products that are co-packed on our behalf by those co-packers who are also distributors, passes to such distributors when we are notified by them that they have taken transfer or possession of the relevant portion of our finished goods. Freight billed to customers is presented as revenues, and the related freight costs are presented as cost of goods sold. Cancelled orders are refunded if not already dispatched, refunds are only paid if stock is damaged in transit, discounts are only offered with specific promotions and orders will be refilled if lost in transit. The Company recognizes revenue for its digital products in the month the download by the customer occurs. Contract Assets The Company does not have any contract assets such as work-in-process. All trade receivables on the Company’s condensed consolidated balance sheet are from contracts with customers. Contract Costs Costs incurred to obtain a contract are capitalized unless short term in nature. As a practical expedient, costs to obtain a contract that are short term in nature are expensed as incurred. The Company does not have any contract costs capitalized as of September 30, 2024 and December 31, 2023. Contract Liabilities The Company’s contract liabilities consist of advance customer payments. Contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. September 30, 2024 December 31, 2023 Beginning balance $ 14,202 $ 5,197 Additions 2,100 14,202 Recognized as revenue (14,202 ) (5,197 ) Ending balance $ 2,100 $ 14,202 Accounts receivable Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of 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. As of September 30, 2024 and December 31, 2023, allowance for doubtful accounts was $0 Advertising Expense The Company expenses marketing, promotions and advertising costs as incurred. Such costs are included in selling and marketing expense in the accompanying consolidated statements of operations. Research and Development Costs incurred in connection with the development of new products and processing methods are charged to general and administrative expenses as incurred. Income Taxes The Company utilizes FASBASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. The Company generated a deferred tax asset through net operating loss carry-forward. However, a valuation allowance of 100% has been established due to the uncertainty of the Company’s realization of the net operating loss carry forward prior to its expiration. NomadChoice Pty Ltd, the Company’s wholly-owned subsidiary is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. Synergy CHC Inc. is a wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. Net Earnings (Loss) Per Common Share The Company computes earnings per share under ASC subtopic 260-10, Earnings Per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted earnings 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 income per share is anti-dilutive. As of September 30, 2024 and 2023, options to purchase 336,134 and 252,102 shares of common stock, respectively, were outstanding. The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2024, and 2023: For the three months ended For the nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Net income after tax $ 783,593 $ 1,284,187 $ 2,019,309 $ 3,747,444 Weighted average common shares outstanding 7,553,818 7,553,818 7,553,818 7,553,818 Incremental shares from the assumed exercise of dilutive stock options - - - - Dilutive potential common shares 7,553,818 7,553,818 7,553,818 7,553,818 Net earnings per share: Basic $ 0.10 $ 0.17 $ 0.27 $ 0.50 Diluted $ 0.10 $ 0.17 $ 0.27 $ 0.50 The following securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive: 2024 2023 Options to purchase common stock 336,134 252,102 Fair Value Measurements The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date. Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs for the asset or liability. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As of both September 30, 2024 and December 31, 2023, the Company has determined that there were no assets or liabilities measured at fair value. Inventory Inventory consists of raw materials, components and finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value. Finished goods include the cost of labor to assemble the items. Foreign Currency Translation The functional currency of one of the Company’s foreign subsidiaries (Nomadchoice Pty Ltd.) is the U.S. Dollar. The Company’s foreign subsidiary maintains its records using local currency (Australian Dollar). All monetary assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at quarter end exchange rates, non-monetary assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at transaction day exchange rates. Income and expense items related to non-monetary items were translated at exchange rates prevailing during the transaction date and other incomes and expenses were translated using average exchange rate for the period. The resulting translation adjustments, net of income taxes, were recorded in statements of operations as Remeasurement gain or loss on translation of foreign subsidiary. The functional currency of the Company’s other foreign subsidiary (Synergy CHC Inc.) is the Canadian Dollar (CAD). The Company’s foreign subsidiary maintains its records using local currency (CAD). All assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at period end exchange rates and stockholders’ equity is translated at the historical rates. Income and expense items were translated using average exchange rate for the period. The resulting translation adjustments, net of income taxes, are reported as other comprehensive income and accumulated other comprehensive income in the stockholder’s equity in accordance with ASC 220 – Comprehensive Income. The exchange rates used to translate amounts in AUD and CAD into USD for the purposes of preparing the consolidated financial statements were as follows: Balance sheet: September 30, December 31, Period-end AUD: USD exchange rate $ 0.6931 $ 0.6805 Period-end CAD: USD exchange rate $ 0.7408 $ 0.7561 Income statement: September 30, September 30, Average nine months AUD: USD exchange rate $ 0.6623 $ 0.6688 Average nine months CAD: USD exchange rate $ 0.7352 $ 0.7434 Average three months AUD: USD exchange rate $ 0.6697 $ 0.6546 Average three months CAD: USD exchange rate $ 0.7334 $ 0.7457 Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated into either Australian Dollars or Canadian Dollars, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred. Concentrations of Credit Risk In the normal course of business, the Company provides credit terms to its customers; however, collateral is not required. Accordingly, the Company performs credit evaluations of its customers and maintains allowances for possible losses which, when realized, were within the range of management’s expectations. From time to time, a higher concentration of credit risk exists on outstanding accounts receivable for a select number of customers due to individual buying patterns. Warehousing costs Warehouse costs include all third party warehouse rent fees and are charged to selling and marketing expenses as incurred. Any additional costs relating to assembly or special pack-outs of the Company’s products are charged to cost of sales. Product display costs All displays manufactured and purchased by the Company are for placement of product in retail stores. This also includes all costs for display execution and setup and retail services are charged to cost of sales and expensed as incurred. Cost of Sales Cost of sales includes the purchase cost of products sold, all costs associated with getting the products into the retail stores including buying and transportation costs and the hosting of our online Application. Debt Issuance Costs Debt issuance costs consist primarily of arrangement fees, professional fees and legal fees. These costs are netted off with the related loan and are being amortized to interest expense over the term of the related debt facilities. Shipping Costs Shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in selling and marketing expenses. Deferred Offering Costs Deferred offering costs consist of fees and expenses incurred in connection with the sale of the Company’s common stock in the IPO, including legal, accounting, printing and other offering related costs. Upon completion of the IPO, these deferred costs are to be reclassified from current assets to stockholders’ equity and recorded against the net proceeds from the offering. As of September 30, 2024 and 2023, deferred offering costs amounted to $92,372 and $0, respectively. Subsequently on October 24, 2024, the whole amount of deferred offering costs was charged to additional paid in capital upon the completion of the initial public offering as disclosed in Note 16, Subsequent events. Government assistance There is limited U.S. GAAP accounting guidance for for-profit entities that receive government assistance that is not in the form of a loan, an income tax credit or revenue from a contract with a client. We are permitted to utilize other accounting standards, and have elected to analogize to International Financial Reporting Standards (“IFRS”), specifically International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosures of Government Assistance. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relieve and Economic Security Act (“CARES Act”), which among other things, provided payroll tax credits to eligible employers to address the negative economic impacts of the coronavirus pandemic (“COVID-19”) outbreak. Based on the reasonable assurance criteria, during the three and nine months ended September 30, 2024, we have recognized $252,405 as other income and as a receivable. Related parties Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests (see Note 9). Segment Reporting Segment identification and selection is consistent with the management structure used by the Company’s chief operating decision maker to evaluate performance and make decisions regarding resource allocation, as well as the materiality of financial results consistent with that structure. Based on the Company’s management structure and method of internal reporting, the Company has one operating segment. The Company’s chief operating decision maker does not review operating results on a disaggregated basis; rather, the chief operating decision maker reviews operating results on an aggregated basis. Presentation of Financial Statements – Going Concern Going Concern Evaluation In connection with preparing unaudited condensed consolidated financial statements for the nine months ended September 30, 2024, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the unaudited condensed consolidated financial statements are issued. The Company considered the following: ● At September 30, 2024, the Company had an accumulated deficit of $44,332,980. ● At September 30, 2024, the Company had working capital deficit of $6,395,684. ● During the nine months ended September 30, 2024, the Company had $1,377,479 of net cash used in operating activities. Ordinarily, conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they become due. The Company evaluated its ability to meet its obligations as they become due within one year from the date that the financial statements are issued by considering the following: ● During the nine months ended September 30, 2024, the Company repaid $3.1 million of loans and received $4.0 million through loans from related party and others. ● During the nine months ended September 30, 2024, the Company had a net income of $2,019,309. ● The Company has the option of publicly selling its common stock to raise additional capital. ● The Company raised additional capital through Initial Public Offering (IPO) during October 2024 – See Note 16. ● The Company has the option of selling any of its brands to raise additional capital. ● The Company has restructured its debt agreements in 2024 which extends the terms into 2026. Management concluded that above factors alleviates doubts about the Company’s ability to generate enough cash from operations and other available sources to satisfy its obligations for the next twelve months from the issuance date. The Company will take the following actions if it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or events that would raise substantial doubt about its ability to continue as a going concern: ● Raise additional capital through line of credit and/or loans financing for future mergers and acquisition. ● Implement restructuring and cost reductions. ● Raise additional capital through a private placement. ● Raise additional capital through Initial Public Offering (IPO). Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU’) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 amends the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state, and foreign). In addition, ASU 2023-09 requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. The amendments can be applied on a prospective basis although retrospective application is permitted. The amendments are effective for the fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact this update will have on its Consolidated Financial Statements. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 expands segment disclosure requirements through enhanced disclosures related to significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources. All disclosure requirements under ASU 2023- 07 are also required for public entities with a single reportable segment. The amendments are effective for the fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact this update will have on its Consolidated Financial Statements. In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 amends U.S. GAAP to reflect updates and simplifications to certain disclosure and presentation requirements referred to FASB by the Securities and Exchange Commission (“SEC”). The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into codification. Each amendment in ASU 2023-06 is effective on either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. The Company is currently evaluating the impact this update will have on its Consolidated Financial Statements.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2024
Income Taxes [Abstract]
Income Taxes	Note 3 – Income Taxes The Company utilizes FASB ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. Deferred income taxes 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 noncurrent depending on the periods in which the temporary differences are expected to reverse. The Company does not have any uncertain tax positions. For U.S. purposes, the Company has not completed its evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382/383, change of ownership rules. If the Company has had a change in ownership, the NOL’s would be limited or eliminated, as to the amount that could be utilized each year, based on the Code. NOL’s attributable to Breakthrough Products, Inc., which are the majority of the Company’s domestic NOL’s are Separate Return Limitation Year (SRLY) NOL’s. Such losses may generally not be available for use (limited or eliminated). The Company has not filed its State & Local Income/Franchise tax returns in states it is required to file, as such returns and liability remain open. The Company does not expect this to be a significant liability. The Company had tax expense of $114,272 and $38,896 for the nine months ended September 30, 2024 and 2023, respectively. The Company had tax benefit of $192,299 and $13,366 for the three months ended September 30, 2024 and 2023, respectively. The Company’s provision for tax expense amount, computed by applying the statutory federal income tax rate of 21% in 2024 and 2023 to income before taxes, differs from the effective tax rate, due primarily to state income taxes and permanent items (plus utilization of NOL carryforwards in 2023. The Company also has net operating loss carryforwards of approximately $51,800,000 and approximately $52,800,000 (United States and Canada) included in the deferred tax assets for September 30, 2024 and December 31, 2023, respectively, the majority attributable to the acquisition of Breakthrough Products, Inc. However, due to limitations of carryover attributes and separate return limitation year rules, it is unlikely the company will benefit from the NOL’s and thus Management has determined a 100% valuation allowance is required. Further, the Company has not completed an evaluation of the NOL’s attributable to Breakthrough Products, Inc. at the date of this report.

Accounts Receivable

Accounts Receivable	9 Months Ended
	Sep. 30, 2024
Accounts Receivable [Abstract]
Accounts Receivable	Note 4 – Accounts Receivable Accounts receivable, net of allowances for doubtful accounts, consisted of the following: September 30, December 31, Trade accounts receivable $ 4,072,030 $ 2,255,540 Less allowances - (149,446 ) Total accounts receivable, net $ 4,072,030 $ 2,106,094 During the nine months ended September 30, 2024 and 2023, the Company charged $0 to bad debt expense.

Prepaid Expenses

Prepaid Expenses	9 Months Ended
	Sep. 30, 2024
Prepaid Expenses [Abstract]
Prepaid Expenses	Note 5 – Prepaid Expenses At September 30, 2024 and December 31, 2023, prepaid expenses consisted of the following: September 30, December 31, Advances for inventory $ 230,128 $ 128,025 Insurance 6,220 6,133 Deposits 14,000 60,000 Contract employee, related party 570,000 501,321 Components - 97,606 Promotions 144,448 - IT expenses 14,951 - Deferred offering costs 92,372 - Miscellaneous 520 4,900 Total $ 1,072,639 $ 797,985

Concentration of Credit Risk

Concentration of Credit Risk	9 Months Ended
	Sep. 30, 2024
Concentration of Credit Risk [Abstract]
Concentration of Credit Risk	Note 6 – Concentration of Credit Risk Cash and cash equivalents The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At September 30, 2024 and December 31, 2023, the uninsured balance amounted to $98,254 and $441,711, respectively. Accounts receivable As of September 30, 2024 and December 31, 2023, four and two customers accounted for 62% and 68%, respectively, of the Company’s accounts receivable. Major customers For the nine months ended September 30, 2024, two customers accounted for approximately 69% of the Company’s net revenue. For the nine months ended September 30, 2023, three customers accounted for approximately 75% of the Company’s net revenue. For the three months ended September 30, 2024, three customers accounted for approximately 78% of the Company’s net revenue. For the three months ended September 30, 2023, three customers accounted for approximately 81% of the Company’s net revenue. Substantially all of the Company’s business is with companies in the United States. Accounts payable As of both September 30, 2024 and December 31, 2023, two vendors accounted for 41% and 64%, respectively, of the Company’s accounts payable. Major suppliers For the nine months ended September 30, 2024, three suppliers accounted for approximately 34% of the Company’s purchases. For the nine months ended September 30, 2023, three suppliers accounted for approximately 17% of the Company’s purchases. For the three months ended September 30, 2024, two suppliers accounted for approximately 41% of the Company’s purchases. For the three months ended September 30, 2023, two suppliers accounted for approximately 19% of the Company’s purchases. Substantially all of the Company’s business is with suppliers in the United States.

Inventory

Inventory	9 Months Ended
	Sep. 30, 2024
Inventory [Abstract]
Inventory	Note 7 – Inventory Inventory consists of finished goods, components and raw materials. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value. The carrying value of inventory consisted of the following: September 30, December 31, Finished goods $ 1,771,566 $ 3,584,343 Components 93,949 93,949 Inventory in transit - 2,948 Raw materials 45,000 45,000 Total inventory $ 1,910,515 $ 3,726,240 As of January 22, 2015, inventory was pledged to Knight under the Loan Agreement (see note 12). As of September 30, 2024 and December 31, 2023, $0

Intangible Assets

Intangible Assets	9 Months Ended
	Sep. 30, 2024
Intangible Assets [Abstract]
Intangible Assets	Note 8 – Intangible Assets September 30, December 31, License Fee $ 450,000 $ 450,000 Less accumulated amortization (133,333 ) (33,333 ) Intangible assets, net $ 316,667 $ 416,667 Amortization expense for the nine months ended September 30, 2024 and 2023 was $100,000 and $0, respectively. Amortization for the three months ended September 30, 2024 and 2023 was $33,333 and $0, respectively. The estimated aggregate amortization expense over each of the next five years is as follows: 2024 (remaining) $ 33,333 2025 133,333 2026 133,333 2027 16,668

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 9 – Related Party Transactions The Company paid consulting fees through September 2024 to a company owned by Mr. Jack Ross, Chief Executive Officer of the Company. The Company expensed $0 during the three and nine months ended September 30, 2024 as consulting fees. The Company expensed $0 and $388,360 during the three and nine months ended September 30, 2023. The Company advanced $396,683 in the manner of a prepaid consulting fees during the nine months ended September 30, 2024 and applied $328,003 of that advance to a short term loan. The prepaid balance as of September 30, 2024 and December 31, 2023 was $570,000 and $501,321, respectively. During 2024, the Company was advanced $3,020,000 and $514,500 Canadian Dollars (US Dollars $375,587) in the form of a short term note. The balance owed as of September 30, 2024 and December 31, 2023 is $2,915,692 and $0, respectively. On June 26, 2015, the Company entered into a Security Agreement with Knight Therapeutics, Inc., a related party (owner of greater than 10% shares of the Company), through its wholly owned subsidiary Neuragen Corp., for the purchase of Knight Therapeutics, Inc.’s assets. At March 31, 2024 and December 31, 2023, the Company owed Knight $275,000 and $287,500 in relation to this agreement (see Note 11). The Company recorded present value of future payments of $199,640 and $204,941 as of March 31, 2024 and December 31, 2023, respectively. During June 2024, this Security Agreement was consolidated into one loan under the sixth amendment. The Company entered into transactions with a related party controlled by the CEO during prior years. The transactions were a pass through and allocation of expenses and reimbursements. As of September 30, 2024 and December 31, 2023 the Company was owed $4,438,727 and $4,459,996, respectively. The Company entered into a transaction with a related party controlled by the CEO during the year ended December 31, 2023. The transaction was in the form of a short term loan. The Company received $10,000 Canadian dollars (US Dollars $7,561). This amount was owed to the related party as of December 31, 2023 and was repaid during February 2024. On August 9, 2017, the Company entered into a Loan Agreement with Knight Therapeutics (Barbados) Inc., a related party (owner of greater than 10% shares of the Company), for a working capital loan. At both March 31, 2024 and December 31, 2023, the Company owed Knight $5,000,000 on this loan, net of debt issuance cost (see Note 11). During the year ended December 31, 2020 a loan success fee of $1,000,000 was earned by Knight payable in August 2022 (see Note 11). At both March 31, 2024 and December 31, 2023, the Company owed Knight $1,000,000 on the loan success fee (see Note 11). During June 2024, this Loan Agreement was consolidated into one loan under the sixth amendment. On May 8, 2020, the Company entered into a Third Amendment Agreement with Knight Therapeutics (Barbados) Inc., a related party, for working capital loan. At March 31, 2024 and December 31, 2023, the Company owed Knight $320,000 and $392,000, respectively on this loan (see Note 11). During June 2024, this Third Amendment Agreement was consolidated into one loan under the sixth amendment. On July 7, 2022, the Company entered into a Fourth Amendment Agreement with Knight Therapeutics (Barbados) Inc., a related party, for an additional $2,000,000 loan (the “Second Additional Loan”). At both March 31, 2024 and December 31, 2023, the Company owed Knight $2,000,000 on this loan (see Note 11). During the year ended December 31, 2023 a loan success fee of $83,250 was earned by Knight and is payable as of both March 31, 2024 and December 31, 2023 (see Note 11). During June 2024, this Fourth Amendment Agreement was consolidated into one loan under the sixth amendment. On September 30, 2023, the Company entered into a Fifth Amendment Agreement (the “Fifth Amendment”) to the Loan Agreement with Knight, pursuant to which Knight agreed to extend the maturity date of the Loan to March 31, 2024. The Company will pay Knight a closing fee of $1,000,000 in connection with the Fifth Amendment. This has been accrued for during the year ended December 31, 2022 since this was earned upon renegotiation of the loan during 2022 (see Note 11). During June 2024, this Fifth Amendment Agreement was consolidated into one loan under the sixth amendment. The Company recognized interest expense of $1,488,475 and $1,279,646 during the nine month periods ended September 30, 2024 and 2023, respectively. The Company recognized interest expense of $378,214 and $446,619 during the three month periods ended September 30, 2024 and 2023, respectively. Accrued interest was $123,331 as of September 30, 2024. Accrued interest was $1,760,076 as of both March 31, 2024 and December 31, 2023 and was capitalized and included in the loan balance as of March 31, 2024 and December 31, 2023. During June 2024, the accrued interest was consolidated into one loan under the sixth amendment. During June 2024, the Company entered into Sixth Amended Agreement with Knight Therapeutics Inc., a related party, to modify prior Agreements. This modification consolidates outstanding loans and extends the maturity dates of loans to March 31, 2026 (see Note 11). On December 23, 2016, the Company entered into an agreement with Knight Therapeutics for the distribution rights of FOCUSFactor in Canada. In conjunction with this agreement, the Company is required to pay Knight a distribution fee equal to 30% of gross sales for sales achieved through a direct sales channel and 5% of gross sales for sales achieved through retail sales. The minimum due to Knight under this agreement is $100,000 Canadian dollars. During the year ended December 31, 2023, the Company expensed $133,502 Canadian dollars (US Dollars $98,939). As of both March 31, 2024 and December 31, 2023, the total outstanding balance was $549,229 Canadian dollars. In US Dollars, the total outstanding balance was $403,936 and $415,272 as of March 31, 2024 and December 31, 2023, respectively. During June 2024, these distribution fees have been consolidated into one loan under the sixth amendment. On December 23, 2016, the Company entered into an agreement with Knight Therapeutics for the distribution rights of Hand MD into Canada. In conjunction with this agreement, the Company is required to pay Knight a distribution fee equal to 60% of gross sales for sales achieved through a direct sales channel until the sales in the calendar year equal the threshold amount and then 40% of all such gross sales in such calendar year in excess of the threshold amount and 5% of gross sales for sales achieved through retail sales. The minimum due to Knight under this agreement is $25,000 Canadian dollars. During the year ended December 31, 2023, the Company expensed was $25,000 Canadian dollars (US Dollars $18,531). As of both March 31, 2024 and December 31, 2023, the total outstanding balance was $160,637 Canadian dollars. In US Dollars, the total outstanding balance was $118,550 and $121,428 as of March 31, 2024 and December 31, 2023, respectively. During June 2024, these distribution fees have been consolidated into one loan under the sixth amendment. The Company expensed royalty of $47,038 and $65,657 for the nine months ended September 30, 2024 and 2023, respectively. The Company expensed royalty of $5,761 and $20,165 for the three months ended September 30, 2024 and 2023, respectively. At September 30, 2024 and December 31, 2023, the Company owed Knight Therapeutics $5,760 and $19,324, respectively, in connection with a royalty distribution agreement. On October 1, 2023 (effective date), the Company entered into second amendment to the Distribution Agreement with Knight with an initial term ending on February 25, 2026 with an automatic renewal of one year for a payment of $450,000 by the Company within 180 days from the effective date. The Company has recorded this payable in terms of a Note Payable to Knight Therapeutics in relation to a license fee of an intangible asset. The balance outstanding at both March 31, 2024 and December 31, 2023 was $450,000. During June 2024, this Distribution Agreement was consolidated into one loan under the sixth amendment.

Accounts Payable and Accrued Li

Accounts Payable and Accrued Liabilities	9 Months Ended
	Sep. 30, 2024
Accounts Payable and Accrued Liabilities [Abstract]
Accounts Payable and Accrued Liabilities	Note 10 – Accounts Payable and Accrued Liabilities As of September 30, 2024 and December 31, 2023, accounts payable and accrued liabilities consisted of the following: September 30, December 31, Accrued payroll $ 104,054 $ 329,652 Legal fees 107,373 707,590 Commissions 1,187,864 601,988 Manufacturers 1,009,481 4,424,146 Promotions 223,138 3,315,755 Accounting Fees 260,967 223,286 Royalties, related party 5,760 19,324 Warehousing 787,745 962,260 Sales taxes 51,160 18,364 Payroll taxes 853,685 871,047 Professional Fees 45,363 41,556 Inventory 4,596 49,972 Interest 92,942 - Interest, related party 123,331 - Related party advance - 7,561 Others 224,681 154,989 Total $ 5,082,140 $ 11,727,490 The Company has estimated and accrued for its sales tax liability at $2,888 and $6,098 for the parent entity as of September 30, 2024 and December 31, 2023, respectively.

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2024
Notes Payable [Abstract]
Notes Payable	Note 11 – Notes Payable The Company’s notes payable at September 30, 2024 and December 31, 2023 are as follows: September 30, December 31, Kenek, related party $ 2,915,692 $ - Knight 12,333,053 12,426,997 Sanders 9,794,165 10,294,165 Atrium 3,802,445 4,802,445 VitBest 2,820,824 - Shopify 377,820 106,813 Total notes payable $ 32,043,999 $ 27,630,420 Unamortized debt issuance cost (43,466 ) (12,288 ) Total notes payable, net 32,000,533 27,618,132 Short term loan payable, related party (2,915,692 ) - Current portion, related party (3,000,000 ) - Current portion, other (6,994,766 ) (2,094,525 ) Long-term portion, related party 9,333,053 12,426,997 Long-term portion, other $ 9,757,022 $ 13,096,610 $950,000 June 26, 2015 Security Agreement: On June 26, 2015, the Company, through its wholly owned subsidiary, Neuragen Corp. (“Neuragen”), issued a 0% promissory note in a principal amount of $950,000 in connection with an Asset Purchase Agreement. The note requires $250,000 to be paid on or before June 30, 2016, and $700,000 to be paid in quarterly installments (beginning with the quarter ending September 30, 2015) equal to the greater of $12,500 or 5% of U.S. net sales, and 2% of U.S. net sales of Neuragen for 60 months thereafter. The payment of such amounts is secured by a security interest in certain assets, undertakings and property (“Collateral”) pursuant to the Security Agreement, which will be released upon receipt of total payments of $1.2 million. The Company recorded present value of future payments of $199,640 and $204,941 as of March 31, 2024 and December 31, 2023, respectively. At March 31, 2024 and December 31, 2023 the Company owed Knight $275,000 and $287,500 in relation to this agreement. The Company recorded interest expense of $7,199 and $7,520 for the three months March 31, 2024 and 2023, respectively. The Company made payments of $12,500 and $12,500 during the three months ended March 31, 2024 and 2023, respectively. During June 2024, this Security Agreement was consolidated with the other outstanding loans to Knight. $10,000,000 August 9, 2017 Loan: On August 9, 2017, the Company entered into a Second Amendment to Loan Agreement (“Second Amendment”) with Knight, pursuant to which Knight agreed to loan the Company an additional $10 million, and an ongoing credit facility of up to $20 million, and which amount was borrowed at closing (the “Financing”) for working capital purposes. At closing, the Company paid Knight an origination fee of $200,000 and a work fee of $100,000 and also paid $100,000 of Knight’s expenses associated with the Loan. Additional Tranches under the Loan Agreement are available to the Company until August 9, 2022 provided that no event of default exists. Each Additional Tranche must be for a minimum amount of $1.0 million, may only be used to finance qualified acquisitions (as defined in the Loan Agreement), and can be denied in Knight’s absolute discretion. If an Additional Tranche is denied, the Company can effect a qualified acquisition through a special purpose entity with such special purpose entity being entitled to obtain financing from third parties so long as such financing does not adversely affect Knight or Knight’s rights under the Loan Agreement. Upon the closing of any Additional Tranche, the Company will pay Knight an origination fee equal to 2% of the Additional Tranche, a work fee equal to 1% of the amount of the Additional Tranche, and reimburse Knight for its expenses incurred in connection with its consideration of any Additional Tranche (whether or not advanced). The Loan bears interest at 10.5% per annum. The amended Loan Agreement matures on August 8, 2020 and (b) the date that Knight, in its discretion, accelerates the Company’s obligations due to an event of default. On the Maturity Date of the Third Tranche and every Additional Tranche (or upon the acceleration of each such loan), the Company must pay Knight a success fee (the “Success Fee”) of that number of Company common shares equal to 10% of the loan, divided by the lesser of (a) $1.50, (b) the lowest price at which any common shares were issued by the Company in any offering or equity financing or other transaction between the Closing Date and the date the Success Fee is due, and (c) the current market price on the date the Success Fee is due. The Company may also pay the Success Fee in cash pursuant to the terms of the Loan Agreement. The Success Fees have been added to the outstanding loan balance. 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 the Company’s business, and provided that the aggregate consideration to be paid does not exceed $100,000 and the acquired business guarantees the Company’s obligations under the Loan Agreement) or make capital expenditures in excess of $500,000. The Loan Agreement also includes customary events of default, including payment defaults, breaches of covenants, change of control and material adverse effect defaults. Upon the occurrence of an event of default and during the continuation thereof, the principal amount of all loans under the Loan Agreement will bear a default interest rate of an additional 5%. The Company’s obligations and liabilities under the Loan Agreement are secured and unconditionally guaranteed by certain of the Company’s wholly-owned subsidiaries as provided in the Loan Agreement. On May 8, 2020, the Company entered into a Third Amendment Agreement (the “Third Amendment”) to the Amended and Restated Loan Agreement (the “Loan Agreement”) with Knight Therapeutics (Barbados) Inc. (“Knight”), pursuant to which Knight agreed to loan the Company an additional $2.5 million (the “Additional Loan”). That same day (the “Closing”), the Company paid Knight a work fee of $36,000, and $25,000 for Knight’s legal costs and expenses incurred in connection with the Third Amendment. The Third Amendment amends the original loan agreement that the Company and Knight entered into in January 2015 and subsequently amended (as amended, the “Original Loan Agreement”). The Additional Loan matures on May 8, 2021 (the “TA Maturity Date”) and bears interest at 12.5% per annum compounding quarterly. On the TA Maturity Date, the Company will pay Knight a success fee (the “Success Fee”) of $83,250. The Success Fee is payable in cash or stock as set forth in the Loan Agreement. The Third Amendment includes customary representations, warranties, and affirmative and restrictive covenants, including covenants to attain and maintain certain financial metrics, including an undertaking to maintain at all times a cash balance of $600,000 and EBITDA of $3,000,000 for the twelve months ended June 30, 2020 and $4,000,000 for the twelve month period ending on the last day of each fiscal quarter thereafter. Terms of the $10,000,000 August 9, 2017 loan (Third Tranche) (see note 9) were modified in the Third amendment. Third tranche shall bear interest from May 8, 2020 at a rate equal to 12.5% per annum compounded quarterly. The Company shall pay success fee in the amount of $1,000,000 with respect to the Third Tranche, which shall be fully earned on May 8, 2020 and payable no later than August 31, 2022. Third Tranche success fee shall bear interest at 12.5% per annum compounding quarterly. The loan has been extended to a maturity date of December 31, 2021. Because these amendments were considered not substantive changes, the Company accounted for the modifications as modification of debt. On July 7, 2022, the Company entered into a Fourth Amendment Agreement (the “Fourth Amendment”) to the Amended and Restated Loan Agreement (the “Loan Agreement”) with Knight Therapeutics (Barbados) Inc. (“Knight”), pursuant to which Knight agreed to loan the Company an additional $2.0 million (the “Second Additional Loan”). The Fourth Amendment amends the original loan agreement that the Company and Knight entered into in January 2015 and subsequently amended (as amended, the “Original Loan Agreement”). The Second Additional Loan matures on the earlier of October 31, 2022 and the date that is ninety days after the date, if any, on which Knight delivers a Second Additional Loan Repayment Notice to the Company. The Company will pay Knight a success fee of $40,000 and an amendment fee of $30,000 which is fully earned and payable as of the Fourth Amendment Date. The loan bears interest at the greater of 14% or the prime rate plus 8% per annum, compounded quarterly. This $2.0 million Second Additional Loan (only) has a personal guarantee by a shareholder, Jack Ross. On September 30, 2023, the Company entered into a Fifth Amendment Agreement (the “Fifth Amendment”) to the Loan Agreement with Knight, pursuant to which Knight agreed to extend the maturity date of the Loan to March 31, 2024. The loan will bear interest at 15.5% per annum compounding quarterly. The Company will pay Knight a closing fee of $1,000,000 and $150,000 as reimbursement for Knights legal fees incurred in connection with the Fifth Amendment. These have been accrued for during the year ended December 31, 2022 since this was earned upon renegotiation of the loan during 2022. The Company has also paid Knight an extension fee of $136,000 per month from October 2023 through February 2024. We have amended our financial covenants in the Fifth Amendment to as follows: We will maintain a minimum EBITDA of $1,000,000 for the three (3) month period ending on the last day of each Fiscal Quarter starting June 30, 2023. We shall at all times maintain Focus Factors net sales on a trailing twelve month basis of at least $30,000,000. The Company recognized interest expense of $1,448,475 and $1,279,646 during the nine months ended September 30, 2024 and 2023, respectively. The Company recognized interest expense of $378,214 and $446,619 during the three months ended September 30, 2024 and 2023, respectively. Accrued interest was $123,331 as of September 30, 2024. Accrued interest was $1,760,076 as of both March 31, 2024 and December 31, 2023. Accrued interest was capitalized and included in the loan balance as of March 31, 2024 and December 31, 2023. On October 1, 2023 (effective date), the Company entered into second amendment to the Distribution Agreement with Knight with an initial term ending on February 25, 2026 with an automatic renewal of one year for a payment of $450,000 by the Company within 180 days from the effective date. The Company has recorded this payable in terms of a Note Payable to Knight Therapeutics in relation to a license fee of an intangible asset. The balance outstanding at March 31, 2024 and December 31, 2023 was $450,000. During 2023, the Company accrued $83,250 as added to Notes Payable in the form of a loan success fee as earned. During March 2024, the Company has entered into an Amended Agreement with Knight Therapeutics for its existing secured debt, which was finalized in June 2024. The consolidated loan will bear minimum interest rate at 12% per annum compounded quarterly and will be paid on the last day of each month. The principal repayment will begin in the first quarter of 2025 with $1,000,000 due quarterly until March 31, 2026 when the loan becomes due in full. As part of this agreement the outstanding royalties of $536,730 were converted to long term debt (see note 9). The loan has been extended to a maturity date of March 31, 2026. Because these amendments were considered not substantive changes, the Company accounted for the modifications as modification of debt. Minimum interest rate is subjected to the following adjustments: (i) Following an uncured event of default by Synergy, the Interest Rate will increase by 5%. (ii) Synergy shall raise Five Million Dollars ($5,000,000) of equity no later than March 31, 2025. Should Synergy fail to raise equity of Five Million Dollars ($5,000,000) by March 31, 2025, then (1) Knight will earn an additional fee of One Million Dollars ($1,000,000) which will be added to the principal balance of the loan then outstanding and (2) the loan shall be considered to be in default. Any equity raise shall not dilute Knight’s ownership in Synergy below 10% of fully diluted basis. Security: Bonus Success Fee: Covenants: (i) Jack Ross’s Synergy total annual compensation (salary, bonus and options) shall be capped at $500,000; until KTI’s loan is paid out or until such a time when Synergy is listed on a publicly traded stock exchange at such time the compensation committee will determine the annual compensation and approve by the Board of Directors. (ii) Synergy shall maintain a minimum EBITDA of US$1,250,000 for the three (3) month period ending on the last day of each Fiscal Quarter starting March 31, 2024. (iii) Synergy shall provide KTI a quarterly and annual operating budget for approval prior to implementation; (iv) Synergy shall enter into a Shareholders Agreement with KTI, by June 30, 2024; which shall contain customary terms and conditions acceptable to all parties (v) This Loan becomes immediately due if Focus Factor Net Revenues fall below a trailing 12 month net sales of $30 million. Synergy shall provide KTI with monthly Net Revenues for Focus Factor; (vi) Synergy is required to communicate to Knight within 2 working days in the event it receives a notice of default from any third party for any debt payables or obligations. If Synergy, default on any of its third party debt obligations, then the Amended Loan will automatically enter into default. (vii) Timely payment of royalties due to Knight. (viii) Synergy shall repay and terminate Shopify debt no later than December 31, 2024. Other Loan Conditions: As of June 30, 2024 and December 31, 2023 the total consolidated amount outstanding on these loans, including accrued interest and royalties is $12,333,052 and $12,426,997, respectively. The Company is required to make future payments as follows: 2024 $ - 2025 $ 4,000,000 2026 $ 8,333,052 $1,700,000 July 13, 2021 Loan: On July 13, 2021, the Company entered into a loan agreement of $1,700,000 with Hand MD, LLC for transfer of ownership to in Hand MD Corp. to the Company. Payments are due as follows: $500,000 within 10 business days of execution, $400,000 on or before the six month anniversary of the agreement, $400,000 on or before the twelve month anniversary of the agreement and $400,000 on or before the eighteen month anniversary of the agreement. During the three months ended March 31, 2023 the Company paid remaining $400,000 toward the loan. This has been fully repaid during 2023. $2,000,000 February 10, 2022 Loan: On February 10, 2022, the Company entered into a promissory note for $2,000,000 with an individual which was to be repaid with subsequent financing. This interest rate on the promissory note was modified effective June 30, 2022 to 15.5% per annum compounded quarterly. Subsequently and pursuant to the modification agreement entered into on June 14 th This promissory note was modified effective September 30, 2023 in conjunction with the Senior Subordinated Debentures. Interest payments to commence January 31, 2023 on unpaid principal and accrued and unpaid interest through December 31, 2022. Interest expensed and paid during 2023 has amounted to $332,769. Principal and interest payments shall begin effective October 31, 2023 and continue through March 31, 2024 on the earlier of a merger, sale of the Company or Focus Factor or the assets of the Company or March 31, 2024. To the extent that this Note and $6 million March 8, 2022 Loan is not repaid on the terms, Jack Ross shall personally grant: Warrants struck at $0.01 penny per share, covering 10% of his stock in the event that Synergy does not make its principal repayment outlined above, in full. The warrant issuance shall be made to the holders of this Note and the $6 million March 8, 2022 Loan (ratably). The value of the contingent guaranty is nominal as the probability of non-payment is remote. The pro-rata closing fee of $125,000 originally due on September 30 th On March 31, 2024, the Company entered into a Modification Agreement in relation to this loan. Effective March 31, 2024, the interest rate is 12%, compounded quarterly. Cash payments of interest shall be made monthly, on the final day of each month commencing in April 2024. The Company is required to make principal payments of $1,000,000 each quarter, starting from March 31, 2025 through December 31, 2025. The remaining principal and unpaid interest is fully due on March 31, 2026. In addition, a loan renegotiation fee of $500,000 shall be earned and payable on March 31, 2026 or at such time the loan is paid in full. Upon closing of a sale transaction, as defined in the agreement, a bonus success fee of $1,800,000 will be earned and payable. An event of default, as defined in the agreement, will trigger a default interest rate increase by 5% to 17%. An incentive fee of a maximum of $563,092 will be paid, prorated if the loan is paid off early. If the loan is not repaid by March 31, 2026, Jack Ross, majority shareholder shall grant warrants covering 10% of his stock struck at $0.01 per share. The value of the contingent guaranty is nominal as the probability of non-payment is remote. There is a cross-default clause in the agreement which states that if Knight triggers an event of default on its own loan facility, this loan will also be under default. This Agreement consolidates this $2,000,000 loan and the $6,000,000 March 8, 2022 loan as detailed below. The loan has been extended to a maturity date of March 31, 2026. Because these amendments were considered not substantive changes, the Company accounted for the modifications as modification of debt. The Company is required to make future payments as follows: 2024 $ - 2025 $ 4,000,000 2026 $ 5,794,165 $6,000,000 March 8, 2022 Loans: On March 8, 2022, the Company entered into Securities Purchase Agreements with debenture holders for the Senior Subordinated Debentures in the amount of $6,000,000 with an original maturity date of September 8, 2022 and warrants with a term of 3 years. The Senior Subordinated Debentures were modified on June 14, 2023 in conjunction with the promissory note. The modification included the exercise of $1.5 million on cash payment in lieu of the exercise of warrants. Pursuant to ASC 480 warrants were liability classified and the Company accrued the warrant liability of $1.5 million on March 8, 2022, the date of issuance. Upon September 8, 2022, the date of exercise of the warrants, the Company offset this warrant liability and added the $1.5 million balance to the Senior Subordinated Debentures, for a combined outstanding balance of $7.5 million. The terms of the warrants were, at the sole option of the holder, to covert the warrant at a 25% discount in the event the Company consummated an IPO, a cash option whereby the holder could convert the warrants at a cash value of $1.5 million or convert the warrants into the private entity valued by an independent third party appraiser. Covenants pursuant to the loan were as follows: The Company will maintain a minimum EBITDA of $1,000,000 for the three (3) month period ending on the last day of each Fiscal Quarter starting June 30, 2023. The Company shall at all times maintain Focus Factor’s net sales on a trailing twelve month basis of at least $30,000,000. The Company also agreed to pay $50,000 as reimbursement for the debenture holders legal fees incurred in connection with the modification agreement. The debentures required payments of interest at 8% per annum for the first 90 days the debentures were funded and outstanding, 9.5% interest per annum for the next 90 days the debentures were funded and outstanding at which time all interest and principal would be due. These debentures were modified effective September 30, 2023 to the following terms: Interest rate adjusted to 15.5% compounded quarterly, effective September 9, 2022. Interest payments to commence January 31, 2023 on unpaid principal and accrued and unpaid interest through December 31, 2022. Interest accrued and unpaid during 2022 was $672,574 and was subsequently added to the principal balance of the loan outstanding. Interest expensed and paid during 2023 has amounted to $1,257,014. Nominal principal payments were negotiated in lieu of additional extension fees which began effective October 31, 2023 and continue through March 31, 2024 when the balance is due. Loan renegotiation fee of $500,000 is due March 31, 2024. This was accrued for during the year ended December 31, 2022, since this was earned upon renegotiation of the loan during 2022. The combined outstanding loan balance at March 31, 2024 and December 31, 2023 was $6,900,000 and $7,125,000, respectively, which includes original principal amount net off repayment and warrants conversion to loan of $1,500,000. On March 31, 2024, the Company entered into a Modification Agreement in relation to this loan, which consolidated it with the $2,000,000 February 10, 2022 loan above. The loan has been extended to a maturity date of March 31, 2026. Because these amendments were considered not substantive changes, the Company accounted for the modifications as modification of debt. $180,800 July 12, 2023 Loan: On July 12, 2023, the Company entered into a loan agreement of $180,800 with Shopify Capital Inc. for an advancement of working capital from its online processing account. The Company received $160,000 from Shopify Capital Inc. and $20,800 was an original issue discount. The loan bears a repayment rate of 17% of daily sales. The payment of such amounts is secured by a security interest in certain assets, undertakings and property pursuant to the Security Agreement, which will be released upon receipt of total payments of $180,800. The Company recognized amortization original issue discount of $8,512, which is included in interest expense in the statement of income during the year ended December 31, 2023 and $12,288 during the nine months ended September 30, 2024. The outstanding loan balance at September 30, 2024 and December 31, 2023 was $0 and $94,525, respectively. $5,450,000 December 28, 2023 Loan: On December 28, 2023, the Company entered into a confidential settlement agreement and mutual general release with a former supplier. The loan bears interest at 5% per annum and is payable in full with the last payment. This settlement resulted in a gain to the Company of $2,235,986 and is reflected as a reduction of cost of sales (See Note 13). During both 2024 and 2023, the Company made payments of $1,000,000 each toward this loan. The outstanding loan balances at September 30, 2024 and December 31, 2023 were $3,802,445 and $4,802,445, respectively, including interest of $352,445. The Company is required to make future payments as follows: 2024 $ 1,000,000 2025 2,000,000 2026 802,445 $141,250 January 29, 2024 Loan: On January 21, 2024, the Company entered into a loan agreement of $141,250 with Shopify Capital Inc. for an advancement of working capital from its online processing account. The Company received $125,000 from Shopify Capital Inc. and $16,250 was an original issue discount. The loan bears a repayment rate of 17% of daily sales. The payment of such amounts is secured by a security interest in certain assets, undertakings and property pursuant to the Security Agreement, which will be released upon receipt of total payments of $141,250. The Company recognized amortization original issue discount of $16,250, which is included in interest expense in the statement of income during the three months ended March 31, 2024. The outstanding loan balance at September 30, 2024 was $0. $3,020,824 March 27, 2024 Loan: On March 27, 2024, the Company entered into a confidential settlement agreement and mutual general release with a supplier. During 2024, the Company made payments of $200,000 toward this loan. The outstanding loan balance at September 30, 2024 was $2,820,824. The Company is required to make future payments as follows: 2024 $ 500,000 2025 1,460,412 2026 860,412 $418,100 May 1, 2024 Loan: On May 1, 2024, the Company entered into a loan agreement of $418,100 with Shopify Capital Inc. for an advancement of working capital from its online processing account. The Company received $370,000 from Shopify Capital Inc. and $48,100 was an original issue discount. The loan bears a repayment rate of 25% of daily sales. The payment of such amounts is secured by a security interest in certain assets, undertakings and property pursuant to the Security Agreement, which will be released upon receipt of total payments of $418,100. The Company recognized amortization of original issue discount of $11,991, which is included in interest expense in the statement of income during the nine months ended September 30, 2024. The outstanding loan balance at September 30, 2024 was $277,763. $118,650 May 22, 2024 Loan: On May 22, 2024, the Company entered into a loan agreement of $118,650 with Shopify Capital Inc. for an advancement of working capital from its online processing account. The Company received $105,000 from Shopify Capital Inc. and $13,650 was an original issue discount. The loan bears a repayment rate of 25% of daily sales. The payment of such amounts is secured by a security interest in certain assets, undertakings and property pursuant to the Security Agreement, which will be released upon receipt of total payments of $118,650. The Company recognized amortization of original issue discount of $6,293, which is included in interest expense in the statement of income during the nine months ended September 30, 2024. The outstanding loan balance at September 30, 2024 was $56,591.

Stockholders_ Equity

Stockholders’ Equity	9 Months Ended
	Sep. 30, 2024
Stockholders’ Equity [Abstract]
Stockholders’ Equity	Note 12 – Stockholders’ Equity The total number of shares of all classes of capital stock which the Company is authorized to issue is 300,000,000 shares of common stock with $0.00001 par value. As of both September 30, 2024 and December 31, 2023, there were 7,553,818 shares of the Company’s common stock issued and outstanding.

Commitments & Contingencies

Commitments & Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments & Contingencies [Abstract]
Commitments & Contingencies	Note 13 – Commitments & Contingencies Litigation: From time to time the Company may become a party to litigation in the normal course of business. Management believes that there are no current legal matters that would have a material effect on the Company’s financial position or results of operations. In August 2022, the Company filed a lawsuit in the Superior Court of Maine against one of its contract manufacturers, bringing several claims arising out of allegations that the contract manufacturer’s failure to timely produce and delivery the Company’s products in 2020 and 2021 damaged the Company’s business. The contract manufacturer brought counterclaims demanding payment in full for its manufacture of these products. This lawsuit was moved to federal court and remains pending in the United States District Court for the District of Maine, Synergy CHC Corp. v. HVL, LLC d/b/a Atrium Innovations, L.O.D.C. Group, Ltd. v. Synergy CHC Corp. , 4:23-cv-691; United States District Court for the Eastern District of Texas, Sherman Division . During May 2024, the Company paid in full the settlement to L.O.D.C Group, Ltd.

Stock Options

Stock Options	9 Months Ended
	Sep. 30, 2024
Stock Options [Abstract]
Stock Options	Note 14 – Stock Options The following table summarizes the options outstanding, option exercisability and the related prices for the shares of the Company’s common stock issued to employees and consultants under a stock option plan at September 30, 2024: Options Outstanding Options Exercisable Exercise Prices ($) Number Weighted Weighted Number Weighted $ 2.98-10.71 336,136 3.34 $ 7.29 252,102 $ 6.15 The stock option activity for the nine months ended September 30, 2024 is as follows: Options Weighted Average Outstanding at December 31, 2023 252,102 $ 6.51 Granted 84,034 10.71 Exercised - - Expired or canceled - - Outstanding at September 30, 2024 336,136 $ 7.29 Stock-based compensation expense related to vested options was $4,613 and $9,224 during the three and nine months ended September 30, 2024, respectively. The Company determined the value of share-based compensation for options vesting during the nine months ended September 30, 2024 using the Black-Scholes fair value option-pricing model with the following weighted average assumptions: estimated fair value of the Company’s common stock of $1.90, risk-free interest rate of 4.33%, volatility of 73%, expected term of 6 years, and dividend yield of 0%. Stock options outstanding as of September 30, 2024, as disclosed in the above table, have an intrinsic value of $0. As of September 30, 2024, unamortized stock-based compensation costs related to options was $46,118, and will be recognized over a period of thirty months.

Segments

Segments	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
Segments	Note 15 – Segments Segment identification and selection is consistent with the management structure used by the Company’s chief operating decision maker to evaluate performance and make decisions regarding resource allocation, as well as the materiality of financial results consistent with that structure. Based on the Company’s management structure and method of internal reporting, the Company has one operating segment. The Company’s chief operating decision maker does not review operating results on a disaggregated basis; rather, the chief operating decision maker reviews operating results on an aggregated basis. Net sales attributed to customers in the United States and foreign countries for the three months ended September 30, 2024 and 2023 were as follows: September 30, September 30, United States $ 6,408,173 $ 10,008,377 Foreign countries 718,160 797,358 $ 7,126,333 $ 10,805,735 Foreign country sales primarily consist of sales in Canada. The Company’s net sales by product group for the three months ended September 30, 2024 and 2023 were as follows: September 30, September 30, Nutraceuticals $ 7,126,333 $ 10,799,536 Consumer Goods - 6,199 $ 7,126,333 $ 10,805,735 The Company’s net sales by major sales channel for the three months ended September 30, 2024 and 2023 were as follows: September 30, September 30, Online $ 1,374,610 $ 2,198,251 Retail 5,751,723 8,607,484 $ 7,126,333 $ 10,805,735 Net sales attributed to customers in the United States and foreign countries for the nine months ended September 30, 2024 and 2023 were as follows: September 30, September 30, United States $ 21,392,265 $ 27,870,095 Foreign countries 3,170,771 1,689,345 $ 24,563,036 $ 29,559,440 Foreign country sales primarily consist of sales in Canada. The Company’s net sales by product group for the nine months ended September 30, 2024 and 2023 were as follows: September 30, September 30, Nutraceuticals $ 24,563,036 $ 29,538,736 Consumer Goods - 20,704 $ 24,563,036 $ 29,559,440 The Company’s net sales by major sales channel for the nine months ended September 30, 2024 and 2023 were as follows: September 30, September 30, Online $ 5,782,303 $ 8,468,375 Retail 18,780,733 21,091,065 $ 24,563,036 $ 29,559,440 Long-lived assets (net) attributable to operations in the United States and foreign countries as of September 30, 2024 and December 31, 2023 were as follows: September 30, December 31, United States $ 316,667 $ 416,667 Foreign countries - - $ 316,667 $ 416,667

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 16 – Subsequent Events Management evaluated all activities of the Company through the issuance date of the Company’s unaudited condensed consolidated financial statements and concluded that except as noted below, no subsequent events have occurred that would require adjustment or disclosure into the unaudited condensed consolidated financial statements. On October 22, 2024, our registration statement on Form S-1 (File No. 333-282780), as amended (the “Registration Statement”) was declared effective by the SEC for our underwritten initial public offering in which we sold a total of 1,150,000 shares of our common stock, par value $0.00001 per share, at price to the public of $9.00 per share, for gross proceeds of $10,350,000. Roth Capital Partners, LLC acted as representative of the underwriters for the offering. The offering closed on October 24, 2024 (the “initial public offering”). Following the sale of all the shares upon the closing of the initial public offering and the expiration of the over-allotment option, the offering terminated. We received net proceeds of approximately $8.4 million after deducting underwriting discounts and commissions and the estimated offering expenses. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates. There has been no material change in the planned use of proceeds from our initial public offering as described in the Prospectus. During October 2024, in conjunction with the IPO, the Company issued shares and repaid $2,700,000 toward a short term note payable to an entity owned and controlled by the Company’s Chief Executive Officer. Subsequent to September 30, 2024, the Company has repaid $400,000 of debt.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 783,593	$ 655,186	$ 580,530	$ 1,284,187	$ 2,134,829	$ 328,428	$ 2,019,309	$ 3,747,444

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 are unaudited. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2023 and footnotes thereto. All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Reverse Stock Split	Reverse Stock Split On September 11, 2024, we effected a 1-for-11.9 reverse stock split with respect to our common stock. The reverse stock split did not change the number of authorized shares of common stock or par value. All references in these condensed consolidated financial statements to shares, share prices, exercise prices and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the reverse stock split.
Use of Estimates	Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included are assumptions about collection of accounts receivable, current income taxes, deferred income taxes valuation allowance, useful life of intangible assets, impairment analysis of intangible assets, estimates used in the fair value calculation of stock based compensation, assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate, accrual of sales returns, and accrual of legal expense. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. As of September 30, 2024 and December 31, 2023, the Company had no
Restricted Cash	Restricted Cash The following table provides a reconciliation of cash and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows. September 30, December 31, Cash $ 259,375 $ 632,534 Restricted cash 100,000 100,000 Total cash and restricted cash shown in the statement of cash flows $ 359,375 $ 732,534 Amounts included in restricted cash represent amounts held for credit card collateral.
Intangible Assets	Intangible Assets We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of our intangible assets are subject to amortization. Intangible assets are amortized on a straight line basis over the useful lives.
Long-lived Assets	Long-lived Assets Long-lived assets include equipment and intangible assets other than those with indefinite lives. We assess the carrying value of our long-lived asset groups when indicators of impairment exist and recognize an impairment loss when the carrying amount of a long-lived asset is not recoverable when compared to undiscounted cash flows expected to result from the use and eventual disposition of the asset. Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in our use of the assets or in our business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. The Company recognizes revenue upon shipment from its fulfillment centers. Certain of our distributors may also perform a separate function as a co-packer on our behalf. In such cases, ownership of and title to our products that are co-packed on our behalf by those co-packers who are also distributors, passes to such distributors when we are notified by them that they have taken transfer or possession of the relevant portion of our finished goods. Freight billed to customers is presented as revenues, and the related freight costs are presented as cost of goods sold. Cancelled orders are refunded if not already dispatched, refunds are only paid if stock is damaged in transit, discounts are only offered with specific promotions and orders will be refilled if lost in transit. The Company recognizes revenue for its digital products in the month the download by the customer occurs.
Contract Assets	Contract Assets The Company does not have any contract assets such as work-in-process. All trade receivables on the Company’s condensed consolidated balance sheet are from contracts with customers.
Contract Costs	Contract Costs Costs incurred to obtain a contract are capitalized unless short term in nature. As a practical expedient, costs to obtain a contract that are short term in nature are expensed as incurred. The Company does not have any contract costs capitalized as of September 30, 2024 and December 31, 2023.
Contract Liabilities	Contract Liabilities The Company’s contract liabilities consist of advance customer payments. Contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized. September 30, 2024 December 31, 2023 Beginning balance $ 14,202 $ 5,197 Additions 2,100 14,202 Recognized as revenue (14,202 ) (5,197 ) Ending balance $ 2,100 $ 14,202
Accounts receivable	Accounts receivable Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of 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. As of September 30, 2024 and December 31, 2023, allowance for doubtful accounts was $0
Advertising Expense	Advertising Expense The Company expenses marketing, promotions and advertising costs as incurred. Such costs are included in selling and marketing expense in the accompanying consolidated statements of operations.
Research and Development	Research and Development Costs incurred in connection with the development of new products and processing methods are charged to general and administrative expenses as incurred.
Income Taxes	Income Taxes The Company utilizes FASBASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. The Company generated a deferred tax asset through net operating loss carry-forward. However, a valuation allowance of 100% has been established due to the uncertainty of the Company’s realization of the net operating loss carry forward prior to its expiration. NomadChoice Pty Ltd, the Company’s wholly-owned subsidiary is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. Synergy CHC Inc. is a wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.
Net Earnings (Loss) Per Common Share	Net Earnings (Loss) Per Common Share The Company computes earnings per share under ASC subtopic 260-10, Earnings Per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted earnings 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 income per share is anti-dilutive. As of September 30, 2024 and 2023, options to purchase 336,134 and 252,102 shares of common stock, respectively, were outstanding. The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2024, and 2023: For the three months ended For the nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Net income after tax $ 783,593 $ 1,284,187 $ 2,019,309 $ 3,747,444 Weighted average common shares outstanding 7,553,818 7,553,818 7,553,818 7,553,818 Incremental shares from the assumed exercise of dilutive stock options - - - - Dilutive potential common shares 7,553,818 7,553,818 7,553,818 7,553,818 Net earnings per share: Basic $ 0.10 $ 0.17 $ 0.27 $ 0.50 Diluted $ 0.10 $ 0.17 $ 0.27 $ 0.50 The following securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive: 2024 2023 Options to purchase common stock 336,134 252,102
Fair Value Measurements	Fair Value Measurements The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date. Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs for the asset or liability. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. As of both September 30, 2024 and December 31, 2023, the Company has determined that there were no assets or liabilities measured at fair value.
Inventory	Inventory Inventory consists of raw materials, components and finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value. Finished goods include the cost of labor to assemble the items.
Foreign Currency Translation	Foreign Currency Translation The functional currency of one of the Company’s foreign subsidiaries (Nomadchoice Pty Ltd.) is the U.S. Dollar. The Company’s foreign subsidiary maintains its records using local currency (Australian Dollar). All monetary assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at quarter end exchange rates, non-monetary assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at transaction day exchange rates. Income and expense items related to non-monetary items were translated at exchange rates prevailing during the transaction date and other incomes and expenses were translated using average exchange rate for the period. The resulting translation adjustments, net of income taxes, were recorded in statements of operations as Remeasurement gain or loss on translation of foreign subsidiary. The functional currency of the Company’s other foreign subsidiary (Synergy CHC Inc.) is the Canadian Dollar (CAD). The Company’s foreign subsidiary maintains its records using local currency (CAD). All assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at period end exchange rates and stockholders’ equity is translated at the historical rates. Income and expense items were translated using average exchange rate for the period. The resulting translation adjustments, net of income taxes, are reported as other comprehensive income and accumulated other comprehensive income in the stockholder’s equity in accordance with ASC 220 – Comprehensive Income. The exchange rates used to translate amounts in AUD and CAD into USD for the purposes of preparing the consolidated financial statements were as follows: Balance sheet: September 30, December 31, Period-end AUD: USD exchange rate $ 0.6931 $ 0.6805 Period-end CAD: USD exchange rate $ 0.7408 $ 0.7561 Income statement: September 30, September 30, Average nine months AUD: USD exchange rate $ 0.6623 $ 0.6688 Average nine months CAD: USD exchange rate $ 0.7352 $ 0.7434 Average three months AUD: USD exchange rate $ 0.6697 $ 0.6546 Average three months CAD: USD exchange rate $ 0.7334 $ 0.7457 Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated into either Australian Dollars or Canadian Dollars, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
Concentrations of Credit Risk	Concentrations of Credit Risk In the normal course of business, the Company provides credit terms to its customers; however, collateral is not required. Accordingly, the Company performs credit evaluations of its customers and maintains allowances for possible losses which, when realized, were within the range of management’s expectations. From time to time, a higher concentration of credit risk exists on outstanding accounts receivable for a select number of customers due to individual buying patterns.
Warehousing costs	Warehousing costs Warehouse costs include all third party warehouse rent fees and are charged to selling and marketing expenses as incurred. Any additional costs relating to assembly or special pack-outs of the Company’s products are charged to cost of sales.
Product display costs	Product display costs All displays manufactured and purchased by the Company are for placement of product in retail stores. This also includes all costs for display execution and setup and retail services are charged to cost of sales and expensed as incurred.
Cost of Sales	Cost of Sales Cost of sales includes the purchase cost of products sold, all costs associated with getting the products into the retail stores including buying and transportation costs and the hosting of our online Application.
Debt Issuance Costs	Debt Issuance Costs Debt issuance costs consist primarily of arrangement fees, professional fees and legal fees. These costs are netted off with the related loan and are being amortized to interest expense over the term of the related debt facilities.
Shipping Costs	Shipping Costs Shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in selling and marketing expenses.
Deferred Offering Costs	Deferred Offering Costs Deferred offering costs consist of fees and expenses incurred in connection with the sale of the Company’s common stock in the IPO, including legal, accounting, printing and other offering related costs. Upon completion of the IPO, these deferred costs are to be reclassified from current assets to stockholders’ equity and recorded against the net proceeds from the offering. As of September 30, 2024 and 2023, deferred offering costs amounted to $92,372 and $0, respectively. Subsequently on October 24, 2024, the whole amount of deferred offering costs was charged to additional paid in capital upon the completion of the initial public offering as disclosed in Note 16, Subsequent events.
Government assistance	Government assistance There is limited U.S. GAAP accounting guidance for for-profit entities that receive government assistance that is not in the form of a loan, an income tax credit or revenue from a contract with a client. We are permitted to utilize other accounting standards, and have elected to analogize to International Financial Reporting Standards (“IFRS”), specifically International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosures of Government Assistance. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relieve and Economic Security Act (“CARES Act”), which among other things, provided payroll tax credits to eligible employers to address the negative economic impacts of the coronavirus pandemic (“COVID-19”) outbreak. Based on the reasonable assurance criteria, during the three and nine months ended September 30, 2024, we have recognized $252,405 as other income and as a receivable.
Related parties	Related parties Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests (see Note 9).
Segment Reporting	Segment Reporting Segment identification and selection is consistent with the management structure used by the Company’s chief operating decision maker to evaluate performance and make decisions regarding resource allocation, as well as the materiality of financial results consistent with that structure. Based on the Company’s management structure and method of internal reporting, the Company has one operating segment. The Company’s chief operating decision maker does not review operating results on a disaggregated basis; rather, the chief operating decision maker reviews operating results on an aggregated basis.
Presentation of Financial Statements – Going Concern	Presentation of Financial Statements – Going Concern Going Concern Evaluation In connection with preparing unaudited condensed consolidated financial statements for the nine months ended September 30, 2024, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the unaudited condensed consolidated financial statements are issued. The Company considered the following: ● At September 30, 2024, the Company had an accumulated deficit of $44,332,980. ● At September 30, 2024, the Company had working capital deficit of $6,395,684. ● During the nine months ended September 30, 2024, the Company had $1,377,479 of net cash used in operating activities. Ordinarily, conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they become due. The Company evaluated its ability to meet its obligations as they become due within one year from the date that the financial statements are issued by considering the following: ● During the nine months ended September 30, 2024, the Company repaid $3.1 million of loans and received $4.0 million through loans from related party and others. ● During the nine months ended September 30, 2024, the Company had a net income of $2,019,309. ● The Company has the option of publicly selling its common stock to raise additional capital. ● The Company raised additional capital through Initial Public Offering (IPO) during October 2024 – See Note 16. ● The Company has the option of selling any of its brands to raise additional capital. ● The Company has restructured its debt agreements in 2024 which extends the terms into 2026. Management concluded that above factors alleviates doubts about the Company’s ability to generate enough cash from operations and other available sources to satisfy its obligations for the next twelve months from the issuance date. The Company will take the following actions if it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or events that would raise substantial doubt about its ability to continue as a going concern: ● Raise additional capital through line of credit and/or loans financing for future mergers and acquisition. ● Implement restructuring and cost reductions. ● Raise additional capital through a private placement. ● Raise additional capital through Initial Public Offering (IPO).
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU’) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 amends the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state, and foreign). In addition, ASU 2023-09 requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. The amendments can be applied on a prospective basis although retrospective application is permitted. The amendments are effective for the fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact this update will have on its Consolidated Financial Statements. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 expands segment disclosure requirements through enhanced disclosures related to significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment’s profit or loss used by the CODM when deciding how to allocate resources. All disclosure requirements under ASU 2023- 07 are also required for public entities with a single reportable segment. The amendments are effective for the fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact this update will have on its Consolidated Financial Statements. In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 amends U.S. GAAP to reflect updates and simplifications to certain disclosure and presentation requirements referred to FASB by the Securities and Exchange Commission (“SEC”). The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into codification. Each amendment in ASU 2023-06 is effective on either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. The Company is currently evaluating the impact this update will have on its Consolidated Financial Statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Schedule of Reconciliation of Cash and Restricted Cash	The following table provides a reconciliation of cash and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows. September 30, December 31, Cash $ 259,375 $ 632,534 Restricted cash 100,000 100,000 Total cash and restricted cash shown in the statement of cash flows $ 359,375 $ 732,534
Schedule of Contract Liabilities	September 30, 2024 December 31, 2023 Beginning balance $ 14,202 $ 5,197 Additions 2,100 14,202 Recognized as revenue (14,202 ) (5,197 ) Ending balance $ 2,100 $ 14,202
Schedule of Reconciliation of the Number of Shares used in the Calculation of Basic and Diluted Earnings Per Share	The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2024, and 2023: For the three months ended For the nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Net income after tax $ 783,593 $ 1,284,187 $ 2,019,309 $ 3,747,444 Weighted average common shares outstanding 7,553,818 7,553,818 7,553,818 7,553,818 Incremental shares from the assumed exercise of dilutive stock options - - - - Dilutive potential common shares 7,553,818 7,553,818 7,553,818 7,553,818 Net earnings per share: Basic $ 0.10 $ 0.17 $ 0.27 $ 0.50 Diluted $ 0.10 $ 0.17 $ 0.27 $ 0.50
Schedule of Computation of Diluted Net Earnings Per Share	The following securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive: 2024 2023 Options to purchase common stock 336,134 252,102
Schedule of Exchange Rates used to Translate Amounts in AUD and CAD into USD	The exchange rates used to translate amounts in AUD and CAD into USD for the purposes of preparing the consolidated financial statements were as follows: September 30, December 31, Period-end AUD: USD exchange rate $ 0.6931 $ 0.6805 Period-end CAD: USD exchange rate $ 0.7408 $ 0.7561 September 30, September 30, Average nine months AUD: USD exchange rate $ 0.6623 $ 0.6688 Average nine months CAD: USD exchange rate $ 0.7352 $ 0.7434 Average three months AUD: USD exchange rate $ 0.6697 $ 0.6546 Average three months CAD: USD exchange rate $ 0.7334 $ 0.7457

Accounts Receivable (Tables)

Accounts Receivable (Tables)	9 Months Ended
	Sep. 30, 2024
Accounts Receivable [Abstract]
Schedule of Accounts Receivable, Net of Allowances for Doubtful Accounts	Accounts receivable, net of allowances for doubtful accounts, consisted of the following: September 30, December 31, Trade accounts receivable $ 4,072,030 $ 2,255,540 Less allowances - (149,446 ) Total accounts receivable, net $ 4,072,030 $ 2,106,094

Prepaid Expenses (Tables)

Prepaid Expenses (Tables)	9 Months Ended
	Sep. 30, 2024
Prepaid Expenses [Abstract]
Schedule of Prepaid Expenses	At September 30, 2024 and December 31, 2023, prepaid expenses consisted of the following: September 30, December 31, Advances for inventory $ 230,128 $ 128,025 Insurance 6,220 6,133 Deposits 14,000 60,000 Contract employee, related party 570,000 501,321 Components - 97,606 Promotions 144,448 - IT expenses 14,951 - Deferred offering costs 92,372 - Miscellaneous 520 4,900 Total $ 1,072,639 $ 797,985

Inventory (Tables)

Inventory (Tables)	9 Months Ended
	Sep. 30, 2024
Inventory [Abstract]
Schedule of Carrying Value of Inventory	The carrying value of inventory consisted of the following: September 30, December 31, Finished goods $ 1,771,566 $ 3,584,343 Components 93,949 93,949 Inventory in transit - 2,948 Raw materials 45,000 45,000 Total inventory $ 1,910,515 $ 3,726,240

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2024
Intangible Assets [Abstract]
Schedule of Intangible Assets	September 30, December 31, License Fee $ 450,000 $ 450,000 Less accumulated amortization (133,333 ) (33,333 ) Intangible assets, net $ 316,667 $ 416,667
Schedule of Estimated Aggregate Amortization Expense	The estimated aggregate amortization expense over each of the next five years is as follows: 2024 (remaining) $ 33,333 2025 133,333 2026 133,333 2027 16,668

Accounts Payable and Accrued _2

Accounts Payable and Accrued Liabilities (Tables)	9 Months Ended
	Sep. 30, 2024
Accounts Payable and Accrued Liabilities [Abstract]
Schedule of Accounts Payable and Accrued Liabilities	As of September 30, 2024 and December 31, 2023, accounts payable and accrued liabilities consisted of the following: September 30, December 31, Accrued payroll $ 104,054 $ 329,652 Legal fees 107,373 707,590 Commissions 1,187,864 601,988 Manufacturers 1,009,481 4,424,146 Promotions 223,138 3,315,755 Accounting Fees 260,967 223,286 Royalties, related party 5,760 19,324 Warehousing 787,745 962,260 Sales taxes 51,160 18,364 Payroll taxes 853,685 871,047 Professional Fees 45,363 41,556 Inventory 4,596 49,972 Interest 92,942 - Interest, related party 123,331 - Related party advance - 7,561 Others 224,681 154,989 Total $ 5,082,140 $ 11,727,490

Notes Payable (Tables)

Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2024
Notes Payable [Abstract]
Schedule of Notes Payable	The Company’s notes payable at September 30, 2024 and December 31, 2023 are as follows: September 30, December 31, Kenek, related party $ 2,915,692 $ - Knight 12,333,053 12,426,997 Sanders 9,794,165 10,294,165 Atrium 3,802,445 4,802,445 VitBest 2,820,824 - Shopify 377,820 106,813 Total notes payable $ 32,043,999 $ 27,630,420 Unamortized debt issuance cost (43,466 ) (12,288 ) Total notes payable, net 32,000,533 27,618,132 Short term loan payable, related party (2,915,692 ) - Current portion, related party (3,000,000 ) - Current portion, other (6,994,766 ) (2,094,525 ) Long-term portion, related party 9,333,053 12,426,997 Long-term portion, other $ 9,757,022 $ 13,096,610
Schedule of Future Payments	The Company is required to make future payments as follows: 2024 $ - 2025 $ 4,000,000 2026 $ 8,333,052 2024 $ - 2025 $ 4,000,000 2026 $ 5,794,165 2024 $ 1,000,000 2025 2,000,000 2026 802,445 2024 $ 500,000 2025 1,460,412 2026 860,412

Stock Options (Tables)

Stock Options (Tables)	9 Months Ended
	Sep. 30, 2024
Stock Options [Abstract]
Schedule of Stock Option Activity	The following table summarizes the options outstanding, option exercisability and the related prices for the shares of the Company’s common stock issued to employees and consultants under a stock option plan at September 30, 2024: Options Outstanding Options Exercisable Exercise Prices ($) Number Weighted Weighted Number Weighted $ 2.98-10.71 336,136 3.34 $ 7.29 252,102 $ 6.15
Schedule of Stock Option Activity	The stock option activity for the nine months ended September 30, 2024 is as follows: Options Weighted Average Outstanding at December 31, 2023 252,102 $ 6.51 Granted 84,034 10.71 Exercised - - Expired or canceled - - Outstanding at September 30, 2024 336,136 $ 7.29

Segments (Tables)

Segments (Tables)	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
Schedule of Long-lived Assets (Net) Attributable to Operations Geographical Segment	Net sales attributed to customers in the United States and foreign countries for the three months ended September 30, 2024 and 2023 were as follows: September 30, September 30, United States $ 6,408,173 $ 10,008,377 Foreign countries 718,160 797,358 $ 7,126,333 $ 10,805,735 September 30, September 30, United States $ 21,392,265 $ 27,870,095 Foreign countries 3,170,771 1,689,345 $ 24,563,036 $ 29,559,440
Schedule of Net Sales Attributed to Customers Product Group	The Company’s net sales by product group for the three months ended September 30, 2024 and 2023 were as follows: September 30, September 30, Nutraceuticals $ 7,126,333 $ 10,799,536 Consumer Goods - 6,199 $ 7,126,333 $ 10,805,735 September 30, September 30, Nutraceuticals $ 24,563,036 $ 29,538,736 Consumer Goods - 20,704 $ 24,563,036 $ 29,559,440
Schedule of Net Sales Attributed to Major Sales Channel	The Company’s net sales by major sales channel for the three months ended September 30, 2024 and 2023 were as follows: September 30, September 30, Online $ 1,374,610 $ 2,198,251 Retail 5,751,723 8,607,484 $ 7,126,333 $ 10,805,735 September 30, September 30, Online $ 5,782,303 $ 8,468,375 Retail 18,780,733 21,091,065 $ 24,563,036 $ 29,559,440
Schedule of Long-lived Assets (Net) Attributable to Operations Geographical Segment	Long-lived assets (net) attributable to operations in the United States and foreign countries as of September 30, 2024 and December 31, 2023 were as follows: September 30, December 31, United States $ 316,667 $ 416,667 Foreign countries - - $ 316,667 $ 416,667

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details)	3 Months Ended						9 Months Ended
	Sep. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2024 USD ($) shares	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($) Segment	Sep. 30, 2023 USD ($) shares	Dec. 31, 2023 USD ($)
Summary of Significant Accounting Policies [Line Items]
Cash equivalents
Excess of federally insured limit	250,000						250,000	250,000	250,000	250,000
Uninsured balances amount	98,254						98,254	98,254	98,254	98,254		441,711
Allowance for doubtful accounts												149,446
Valuation allowance percentage									100%
Deferred offering costs	92,372						92,372	92,372	$ 92,372	$ 92,372
Other income	(252,405)							(252,405)
Number of operating segment									1	1
Accumulated deficit	(44,332,980)						(44,332,980)	(44,332,980)	$ (44,332,980)	$ (44,332,980)		$ (46,352,289)
Working capital deficit	6,395,684						$ 6,395,684	6,395,684	6,395,684	6,395,684
Cash used in operating activities								(1,377,479)			(2,737,849)
Repayment of loans								157,425
Net income	783,593	$ 655,186	$ 580,530	1,284,187	$ 2,134,829	$ 328,428		2,019,309			$ 3,747,444
Related Party [Member]
Summary of Significant Accounting Policies [Line Items]
Repayment of loans								3,100,000
Loans received from related party and others								4,000,000
Options to Purchase Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Options to purchase shares of common stock (in Shares) | shares							336,134				252,102
IPO [Member]
Summary of Significant Accounting Policies [Line Items]
Deferred offering costs	$ 92,372			$ 0			$ 92,372	$ 92,372	$ 92,372	$ 92,372	$ 0

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Reconciliation of Cash and Restricted Cash - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Schedule of Reconciliation of Cash and Restricted Cash [Abstract]
Cash	$ 259,375	$ 632,534
Restricted cash	100,000	100,000
Total cash and restricted cash shown in the statement of cash flows	$ 359,375	$ 732,534	$ 337,827	$ 2,526,443

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details) - Schedule of Contract Liabilities - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Schedule of Contract Liabilities [Abstract]
Beginning balance	$ 14,202	$ 5,197
Additions	2,100	14,202
Recognized as revenue	(14,202)	(5,197)
Ending balance	$ 2,100	$ 14,202

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details) - Schedule of Reconciliation of the Number of Shares used in the Calculation of Basic and Diluted Earnings Per Share - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Reconciliation of the Number of Shares used in the Calculation of Basic and Diluted Earnings Per Share [Abstract]
Net income after tax (in Dollars)	$ 783,593	$ 655,186	$ 580,530	$ 1,284,187	$ 2,134,829	$ 328,428	$ 2,019,309	$ 3,747,444
Weighted average common shares outstanding	7,553,818			7,553,818			7,553,818	7,553,818
Incremental shares from the assumed exercise of dilutive stock options
Dilutive potential common shares	7,553,818			7,553,818			7,553,818	7,553,818
Net earnings per share:
Basic (in Dollars per share)	$ 0.1			$ 0.17			$ 0.27	$ 0.5
Diluted (in Dollars per share)	$ 0.1			$ 0.17			$ 0.27	$ 0.5

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details) - Schedule of Computation of Diluted Net Earnings Per Share - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Options to purchase common stock [Member]
Schedule of Computation of Diluted Net Earnings Per Share [Line Items]
Anti-dilutive securities	336,134	252,102

Summary of Significant Accoun_8

Summary of Significant Accounting Policies (Details) - Schedule of Exchange Rates used to Translate Amounts in AUD and CAD into USD	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Period-end AUD: USD exchange rate [Member]
Schedule of Exchange Rates used to Translate Amounts in AUD and CAD into USD [Line Items]
Foreign currency translation exchange rate	0.6931	0.6805
Period-end CAD: USD exchange rate [Member]
Schedule of Exchange Rates used to Translate Amounts in AUD and CAD into USD [Line Items]
Foreign currency translation exchange rate	0.7408	0.7561
Average nine months AUD: USD exchange rate [Member]
Schedule of Exchange Rates used to Translate Amounts in AUD and CAD into USD [Line Items]
Foreign currency translation exchange rate	0.6623		0.6688
Average nine months CAD: USD exchange rate [Member]
Schedule of Exchange Rates used to Translate Amounts in AUD and CAD into USD [Line Items]
Foreign currency translation exchange rate	0.7352		0.7434
Average three months AUD: USD exchange rate [Member]
Schedule of Exchange Rates used to Translate Amounts in AUD and CAD into USD [Line Items]
Foreign currency translation exchange rate	0.6697		0.6546
Average three months CAD: USD exchange rate [Member]
Schedule of Exchange Rates used to Translate Amounts in AUD and CAD into USD [Line Items]
Foreign currency translation exchange rate	0.7334		0.7457

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Taxes [Abstract]
Tax expense	$ (192,299)	$ (13,366)	$ 114,272	$ 38,896
Income tax rate percentage			21%	21%
Net operating loss carryforwards	$ 51,800,000	$ 52,800,000	$ 51,800,000	$ 52,800,000
Valuation allowance percentage			100%

Accounts Receivable (Details)

Accounts Receivable (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Accounts Receivable [Abstract]
Bad debt expense	$ 0	$ 0

Accounts Receivable (Details) -

Accounts Receivable (Details) - Schedule of Accounts Receivable, Net of Allowances for Doubtful Accounts - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Accounts Receivable, Net of Allowances for Doubtful Accounts [Abstract]
Trade accounts receivable	$ 4,072,030	$ 2,255,540
Less allowances		(149,446)
Total accounts receivable, net	$ 4,072,030	$ 2,106,094

Prepaid Expenses (Details) - Sc

Prepaid Expenses (Details) - Schedule of Prepaid Expenses - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Prepaid Expenses [Abstract]
Advances for inventory	$ 230,128	$ 128,025
Insurance	6,220	6,133
Deposits	14,000	60,000
Contract employee, related party	570,000	501,321
Components		97,606
Promotions	144,448
IT expenses	14,951
Deferred offering costs	92,372
Miscellaneous	520	4,900
Total	$ 1,072,639	$ 797,985

Concentration of Credit Risk (D

Concentration of Credit Risk (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Concentration of Credit Risk [Line Items]
Cash federally insured limit per bank (in Dollars)	$ 250,000		$ 250,000
Cash uninsured amount (in Dollars)	$ 98,254		$ 98,254		$ 441,711
Customer Concentration Risk [Member] | Four Customers [Member] | Accounts Receivable [Member]
Concentration of Credit Risk [Line Items]
Concentration risk percentage			62%
Customer Concentration Risk [Member] | Two Customers [Member] | Accounts Receivable [Member]
Concentration of Credit Risk [Line Items]
Concentration risk percentage					68%
Customer Concentration Risk [Member] | Two Customers [Member] | Revenue Benchmark [Member]
Concentration of Credit Risk [Line Items]
Concentration risk percentage			69%
Customer Concentration Risk [Member] | Three Customers [Member] | Revenue Benchmark [Member]
Concentration of Credit Risk [Line Items]
Concentration risk percentage	78%	81%		75%
Customer Concentration Risk [Member] | Two Vendors [Member] | Accounts Payable [Member]
Concentration of Credit Risk [Line Items]
Concentration risk percentage			41%		64%
Supplier Concentration Risk [Member] | Purchases [Member] | Three Suppliers [Member]
Concentration of Credit Risk [Line Items]
Concentration risk percentage			34%	17%
Supplier Concentration Risk [Member] | Purchases [Member] | Two Suppliers [Member]
Concentration of Credit Risk [Line Items]
Concentration risk percentage	41%	19%

Inventory (Details)

Inventory (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Inventory [Abstract]
Inventory was in transit		$ 2,948

Inventory (Details) - Schedule

Inventory (Details) - Schedule of Carrying Value of Inventory - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Inventory [Abstract]
Finished goods	$ 1,771,566	$ 3,584,343
Components	93,949	93,949
Inventory in transit		2,948
Raw materials	45,000	45,000
Total inventory	$ 1,910,515	$ 3,726,240

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Intangible Assets [Abstract]
Amortization of Intangible Assets	$ 33,333	$ 0	$ 100,000	$ 0

Intangible Assets (Details) - S

Intangible Assets (Details) - Schedule of Intangible Assets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Intangible Assets [Abstract]
License Fee	$ 450,000	$ 450,000
Less accumulated amortization	(133,333)	(33,333)
Intangible assets, net	$ 316,667	$ 416,667

Intangible Assets (Details) -_2

Intangible Assets (Details) - Schedule of Estimated Aggregate Amortization Expense	Sep. 30, 2024 USD ($)
Schedule of Estimated Aggregate Amortization Expense [Abstract]
2024 (remaining)	$ 33,333
2025	133,333
2026	133,333
2027	$ 16,668

Related Party Transactions (Det

Related Party Transactions (Details)								3 Months Ended			9 Months Ended			12 Months Ended
	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Oct. 01, 2023 USD ($)	Sep. 30, 2023 USD ($)	Jul. 07, 2022 USD ($)	Dec. 23, 2016 CAD ($)	Jun. 26, 2015	Sep. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2024 CAD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 CAD ($)	Dec. 31, 2020 USD ($)	Mar. 31, 2024 CAD ($)	Dec. 31, 2023 CAD ($)	Aug. 09, 2017
Related Party Transactions [Line Items]
Consulting fees								$ 0		$ 0	$ 0		$ 388,360
Prepaid consulting fees											396,683
Advance to short term loan								328,003			328,003
Short term loan											375,587
Subsidiary owned assets	$ 275,000	$ 287,500							$ 275,000					$ 287,500
Present value of future payments	199,640	204,941
Interest expense								378,214		446,619	1,488,475		1,279,646
Accrued interest	1,760,076	1,760,076						123,331	1,760,076		123,331			1,760,076
Outstanding balance		5,450,000												5,450,000
Royalty expense											536,730
Related Party [Member]
Related Party Transactions [Line Items]
Prepaid balance		501,321						570,000			570,000			501,321
Short term loan		0						2,915,692			2,915,692			0
Allocation of expenses and reimbursements		4,459,996						4,438,727			4,438,727			4,459,996
Related party debt														7,561	$ 10,000
Security Agreement [Member]
Related Party Transactions [Line Items]
Owner of shares, percentage							10%
Subsidiary owned assets	275,000	287,500							275,000					287,500
Present value of future payments									199,640					204,941
Loan Agreement With Knight Therapeutics [Member]
Related Party Transactions [Line Items]
Debt issuance cost	5,000,000	5,000,000							5,000,000					5,000,000
Loan success fee									1,000,000					1,000,000		$ 1,000,000
Third Amendment Agreement [Member]
Related Party Transactions [Line Items]
Working capital loan	320,000	392,000							320,000					392,000
Fourth Amendment Agreement [Member]
Related Party Transactions [Line Items]
Related party debt					$ 2,000,000				2,000,000					2,000,000
Loan success fee														83,250
Fifth Amendment Agreement [Member]
Related Party Transactions [Line Items]
Closing fee				$ 1,000,000
Knight Therapeutics [Member]
Related Party Transactions [Line Items]
Gross sales, percentage						30%
Retail sales, percentage						5%
Distribution fee (in Dollars)						$ 100,000
Company expensed														98,939	133,502
Outstanding balance	403,936	415,272							403,936					415,272			$ 549,229	$ 549,229
Knight Therapeutics Hand MD [Member]
Related Party Transactions [Line Items]
Gross sales, percentage						60%
Retail sales, percentage						5%
Distribution fee (in Dollars)						$ 25,000
Company expensed														18,531	$ 25,000
Outstanding balance	$ 118,550	121,428							$ 118,550					121,428			$ 160,637	$ 160,637
Direct sales, percentage						40%
Royalty Distribution Agreement [Member]
Related Party Transactions [Line Items]
Royalty expense								5,761		$ 20,165	47,038		$ 65,657
Payments to acquire businesses											5,760			19,324
Distribution Agreement [Member]
Related Party Transactions [Line Items]
Present value of future payments			$ 450,000
License fee		$ 450,000						$ 450,000			$ 450,000			$ 450,000
Loan Agreement [Member] | Loan Agreement With Knight Therapeutics [Member]
Related Party Transactions [Line Items]
Related party owner, percentage																			10%
Maximum [Member]
Related Party Transactions [Line Items]
Short term loan												$ 3,020,000
Minimum [Member]
Related Party Transactions [Line Items]
Short term loan												$ 514,500

Accounts Payable and Accrued _3

Accounts Payable and Accrued Liabilities (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued sales tax liability	$ 2,888	$ 6,098

Accounts Payable and Accrued _4

Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Accounts Payable and Accrued Liabilities [Abstract]
Accrued payroll	$ 104,054	$ 329,652
Legal fees	107,373	707,590
Commissions	1,187,864	601,988
Manufacturers	1,009,481	4,424,146
Promotions	223,138	3,315,755
Accounting Fees	260,967	223,286
Royalties, related party	5,760	19,324
Warehousing	787,745	962,260
Sales taxes	51,160	18,364
Payroll taxes	853,685	871,047
Professional Fees	45,363	41,556
Inventory	4,596	49,972
Interest	92,942
Interest, related party	123,331
Related party advance		7,561
Others	224,681	154,989
Total	$ 5,082,140	$ 11,727,490

Notes Payable (Details)

Notes Payable (Details) - USD ($)																		1 Months Ended	3 Months Ended					9 Months Ended		12 Months Ended
	May 22, 2024	May 01, 2024	Mar. 31, 2024	Jan. 21, 2024	Dec. 31, 2023	Dec. 28, 2023	Oct. 31, 2023	Jul. 12, 2023	Sep. 09, 2022	Sep. 08, 2022	Jul. 07, 2022	Mar. 08, 2022	Feb. 10, 2022	Jun. 30, 2020	May 08, 2020	Aug. 09, 2017	Sep. 30, 2015	Jun. 30, 2024	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Feb. 25, 2026	Dec. 31, 2024	Dec. 31, 2022	Aug. 09, 2022	Jun. 30, 2022	Jul. 13, 2021	Jun. 30, 2016	Jun. 26, 2015
Notes Payable [Line Items]
Payments made during period																	$ 12,500							$ 2,857,690	$ 733,010
Net sales percentage																	5%
Total payments of acquire assets																								1,200,000
Loan payments			$ 199,640		$ 204,941
Owned subsidiary asset			275,000		287,500															$ 275,000						$ 287,500
Interest expense																			$ 378,214	7,199	$ 446,619		$ 7,520	$ 1,448,475	1,279,646
Credit facility																$ 20,000,000
Expenses associated with the Loan																100,000
Work fee percentage																			1%					1%
Loan agreement maturity date															May 08, 2021
Interest rate, percentage															12.50%
Legal fees incurred															$ 25,000									$ 1,000,000
Cash balance					632,534														$ 259,375					259,375		632,534
EBITDA value														$ 3,000,000								$ 1,000,000		4,000,000
Net sales					2,235,986																			30,000,000
Accrued interest			1,760,076		1,760,076														123,331	1,760,076				123,331		1,760,076
Payment renewal																											$ 450,000
Outstanding balance					450,000														450,000					450,000		450,000
Accrued notes payable																			83,250					83,250
Principal repayment																								1,000,000
Outstanding royaltie																								$ 536,730
Interest rate increase																								5%
Equity			(26,593,806)		(27,305,973)													$ (25,878,273)	(25,169,092)	(26,593,806)	(29,776,680)	$ (31,166,264)	(33,195,882)	$ (25,169,092)	(29,776,680)	(27,305,973)			$ (33,519,867)
Bonus success fee																			1,800,000					1,800,000
Pre-money valuation																								50,000,000
Annual compensation																			500,000					500,000
Net revenues																								30,000,000
Jack ross shall sell amount																								$ 1
KTI shares (in Shares)																								5,400,000
Accrued interest and royalties																		$ 12,333,052								12,426,997
Payment due																								$ 500,000
Note and loan												$ 6,000,000
Loan		$ 418,100										$ 6,000,000	$ 2,000,000
Stock covering principal repayment												10%
Warrant percentage												10%
Warrant issuance												$ 6,000,000
Pro rata closing fee																					$ 125,000				$ 125,000
Renegotiation fee																				500,000
Bonus fee payable			1,800,000																	1,800,000
Incentive fee			563,092																	563,092
Warrant discount rate										25%
Minimum EBITDA																								1,000,000
Net sale of EBITDA																								30,000,000
Loan renegotiation fee			500,000
Outstanding loan			$ 6,900,000																	$ 6,900,000
Warrant conversion to loan																										1,500,000
Loan received													2,000,000
License Fee [Member]
Notes Payable [Line Items]
Outstanding balance																			450,000					450,000
Warrant [Member]
Notes Payable [Line Items]
Cash balance										$ 1,500,000
Loan																			2,000,000					2,000,000
Warrant penny per share (in Dollars per share)			$ 0.01									$ 0.01								$ 0.01
Synergy [Member]
Notes Payable [Line Items]
Equity																			$ (5,000,000)					(5,000,000)
Six Month Anniversary [Member]
Notes Payable [Line Items]
Payment due																								400,000
Twelve Month Anniversary [Member]
Notes Payable [Line Items]
Payment due																								400,000
Eighteen Month Anniversary [Member]
Notes Payable [Line Items]
Payment due																								$ 400,000
Knight’s [Member]
Notes Payable [Line Items]
Ownership percentage																			10%					10%
Securities Purchase Agreements [Member]
Notes Payable [Line Items]
Warrant issuance												$ 1.5
Debentures amount												6,000,000
Warrant term										3 years
Warrant liability												1,500,000
Warrant outstanding												7,500,000
Securities Purchase Agreements [Member] | Senior Subordinated Debentures [Member]
Notes Payable [Line Items]
Warrant liability												$ 1,500,000
Security Agreement [Member]
Notes Payable [Line Items]
Notes payable																	$ 700,000																$ 250,000
Security Agreement [Member] | Neuragen Corp [Member]
Notes Payable [Line Items]
Interest rate																																		0%
Principal amount																			$ 950,000					$ 950,000
Second Amendment [Member]
Notes Payable [Line Items]
Principal amount																10,000,000
Origination fee [Member]
Notes Payable [Line Items]
Fee amount																200,000
Work fee [Member]
Notes Payable [Line Items]
Fee amount															36,000	$ 100,000
Loan Agreement [Member]
Notes Payable [Line Items]
Interest rate																			10.50%					10.50%
Principal amount																														$ 1,000,000
Origination fee																								2%
Loan agreement maturity date																								Aug. 08, 2020
Capital expenditures																								$ 500,000
Cash balance															600,000
Additional Loan [Member]
Notes Payable [Line Items]
Principal amount															2,500,000
Interest rate, percentage																			5%					5%
Success Fee [Member]
Notes Payable [Line Items]
Fee amount															$ 83,250
August 9, 2017 loan [Member]
Notes Payable [Line Items]
Interest rate															12.50%
Principal amount															$ 10,000,000
Loan agreement maturity date															Dec. 31, 2021
EBITDA value																				$ 1,250,000
Debt amount															$ 1,000,000
Interest rate															12.50%
Second Additional Loan [Member]
Notes Payable [Line Items]
Principal amount											$ 2,000,000
Fifth Amendment Agreement [Member]
Notes Payable [Line Items]
Interest rate, percentage																			15.50%					15.50%
Legal fees incurred																								$ 150,000
Closing fee																								$ 1,000,000
Extension fee							$136,000
Modification Agreement [Member]
Notes Payable [Line Items]
Loan agreement maturity date																								Mar. 31, 2026
Legal fees incurred																								$ 50,000
July 13, 2021 Loan [Member]
Notes Payable [Line Items]
Principal amount																																$ 1,700,000
Note and loan																							400,000
February 10, 2022 Loan [Member]
Notes Payable [Line Items]
Principal amount													$ 2,000,000
Interest expense and paid																										332,769
February 10 2022 Loan [Member]
Notes Payable [Line Items]
Loan payments																				$ 1,000,000
Interest rate, percentage			12%																	12%											15.50%
Closing fee																								500,000
Note and loan									$ 6,000,000
Warrant penny per share (in Dollars per share)												$ 0.01
February 10 2022 Loan [Member] | Warrant [Member]
Notes Payable [Line Items]
Note and loan												$ 6,000,000
Loan [Member]
Notes Payable [Line Items]
Legal fees incurred																								50,000
Interest rate									15.50%
Accrued interest and royalties																								$ 672,574
Interest expense and paid																										1,257,014
Outstanding loan					7,125,000																					7,125,000
First 90 Days [Member]
Notes Payable [Line Items]
Interest rate																								8%
Next 90 Days [Member]
Notes Payable [Line Items]
Interest rate																								9.50%
July 12, 2023 Loan [Member]
Notes Payable [Line Items]
Outstanding loan					94,525														$ 0					$ 0		94,525
Amortization of Debt Discount (Premium)																								12,288		8,512
Loans Payable, Current								$ 180,800
July 12, 2023 Loan [Member] | Shopify Capital Inc [Member]
Notes Payable [Line Items]
Principal amount								$ 180,800
Interest rate								17%
Loans received								$ 160,000
Amortization of Debt Discount (Premium)								$ 20,800
December 28, 2023 Loan [Member]
Notes Payable [Line Items]
Interest rate						5%
Interest expense																								352,445
Net sales						$ 2,235,986
Loan					1,000,000																					1,000,000		$ 1,000,000
Outstanding loan					4,802,445														3,802,445					3,802,445		4,802,445
January 29, 2024 Loan [Member]
Notes Payable [Line Items]
Loan				$ 141,250
Outstanding loan																			0					0
Amortization of Debt Discount (Premium)			$ 16,250
January 29, 2024 Loan [Member] | Shopify Capital Inc [Member]
Notes Payable [Line Items]
Principal amount				$ 141,250
Interest rate				17%
Loans received				$ 125,000
Amortization of Debt Discount (Premium)				$ 16,250
March 27, 2024 Loan [Member]
Notes Payable [Line Items]
Loan																			200,000					200,000
Outstanding loan																			2,820,824					2,820,824
May 1, 2024 Loan [Member]
Notes Payable [Line Items]
Principal amount		$ 418,100
Interest rate		25%
Outstanding loan																			277,763					277,763
Loans received		$ 370,000
Amortization of Debt Discount (Premium)		$ 48,100																						11,991
May 22, 2024 Loan [Member]
Notes Payable [Line Items]
Loan	$ 118,650
Outstanding loan																			56,591					56,591
Amortization of Debt Discount (Premium)																								6,293
May 22, 2024 Loan [Member] | Shopify Capital Inc [Member]
Notes Payable [Line Items]
Principal amount	$ 118,650
Interest rate	25%
Loans received	$ 105,000
Amortization of Debt Discount (Premium)	$ 13,650
Maximum [Member]
Notes Payable [Line Items]
Interest rate, percentage			17%																	17%
Maximum [Member] | Loan Agreement [Member]
Notes Payable [Line Items]
Payment for business acquisition consideration																								100,000
Minimum [Member]
Notes Payable [Line Items]
Interest rate, percentage			5%																	5%
Knight [Member]
Notes Payable [Line Items]
Interest rate											14%
Debt Instrument, Interest Rate, Increase (Decrease)											8%
Accrued notes payable					$ 12,426,997														12,333,053					$ 12,333,053		$ 12,426,997
Knight [Member] | Success Fee [Member]
Notes Payable [Line Items]
Fee amount											$ 40,000
Knight [Member] | Amendment fee [Member]
Notes Payable [Line Items]
Fee amount											30,000
Jack Ross [Member]
Notes Payable [Line Items]
Warrant grant percentage																				10%
Jack Ross [Member] | Second Additional Loan [Member]
Notes Payable [Line Items]
Loan payments											$ 2,000,000
Neuragen [Member]
Notes Payable [Line Items]
Net sales percentage																	2%
Knight [Member]
Notes Payable [Line Items]
Payments made during period																				$ 12,500			$ 12,500
Common shares percentage																								10%
Knight Therapeutics [Member]
Notes Payable [Line Items]
Interest rate																								12%
Synergy [Member]
Notes Payable [Line Items]
Cash balance																			$ 10,000,000					$ 10,000,000
Common Stock [Member] | Knight [Member]
Notes Payable [Line Items]
Price per share (in Dollars per share)																			$ 1.5					$ 1.5

Notes Payable (Details) - Sched

Notes Payable (Details) - Schedule of Notes Payable - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Notes Payable [Line Items]
Total notes payable	$ 83,250
Current portion, other	(6,994,766)	$ (2,094,525)
Long-term portion, other	9,757,022	13,096,610
Kenek, related party [Member]
Notes Payable [Line Items]
Total notes payable	2,915,692
Knight [Member]
Notes Payable [Line Items]
Total notes payable	12,333,053	12,426,997
Sanders [Member]
Notes Payable [Line Items]
Total notes payable	9,794,165	10,294,165
Atrium [Member]
Notes Payable [Line Items]
Total notes payable	3,802,445	4,802,445
VitBest [Member]
Notes Payable [Line Items]
Total notes payable	2,820,824
Shopify [Member]
Notes Payable [Line Items]
Total notes payable	377,820	106,813
Related Party [Member]
Notes Payable [Line Items]
Total notes payable	32,043,999	27,630,420
Unamortized debt issuance cost	(43,466)	(12,288)
Total notes payable, net	32,000,533	27,618,132
Short term loan payable, related party	(2,915,692)
Current portion, related party	(3,000,000)
Long-term portion, related party	$ 9,333,053	$ 12,426,997

Notes Payable (Details) - Sch_2

Notes Payable (Details) - Schedule of Future Payments	Sep. 30, 2024 USD ($)
Other Loan Conditions [Member]
Schedule of Future Payments [Line Items]
2024
2025	4,000,000
2026	8,333,052
2,000,000 February 10, 2022 Loan [Member]
Schedule of Future Payments [Line Items]
2024
2025	4,000,000
2026	5,794,165
$5,450,000 December 28, 2023 Loan [Member]
Schedule of Future Payments [Line Items]
2024	1,000,000
2025	2,000,000
2026	802,445
$3,020,824 March 27, 2024 Loan [Member]
Schedule of Future Payments [Line Items]
2024	500,000
2025	1,460,412
2026	$ 860,412

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Stockholders’ Equity [Abstract]
Common stock authorized	300,000,000	300,000,000
Common stock per value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock issued	7,553,818	7,553,818
Common stock outstanding	7,553,818	7,553,818

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)			9 Months Ended
	Dec. 31, 2023	Jul. 28, 2023	Sep. 30, 2024
Commitments & Contingencies [Abstract]
Net gain	$ 2,235,986		$ 30,000,000
Loan payable	$ 5,450,000
Asserted claims		$ 1,000,000

Stock Options (Details)

Stock Options (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2024 USD ($) $ / shares
Stock Options [Line Items]
Stock-based compensation expense	$ 4,613	$ 9,224
Risk-free interest rate		4.33%
Volatility rate		73%
Expected term		6 years
Dividend yield		0%
Stock option outstanding intrinsic value	0	$ 0
Unamortized stock-based compensation	$ 46,118	$ 46,118
Recognized over a period		30 months
Common Stock [Member]
Stock Options [Line Items]
Share price (in Dollars per share) | $ / shares	$ 1.9	$ 1.9

Stock Options (Details) - Sched

Stock Options (Details) - Schedule of Summarizes the Options Outstanding	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding, Exercise Prices Lower Limit	$ 2.98
Options Outstanding, Exercise Prices Upper Limit	$ 10.71
Options Outstanding, Number Outstanding (in Shares) | shares	336,136
Options Outstanding, Weighted Average Remaining Contractual Life (Years)	3 years 4 months 2 days
Options Outstanding, Weighted Average Exercise Price	$ 7.29
Options Exercisable, Number Exercisable (in Shares) | shares	252,102
Options Exercisable, Weighted Average Exercise Price	$ 6.15

Stock Options (Details) - Sch_2

Stock Options (Details) - Schedule of Stock Option Activity	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Schedule of Stock Option Activity [Abstract]
Options Outstanding at December 31, 2023 | shares	252,102
Weighted Average Exercise Price Outstanding at December 31, 2023 | $ / shares	$ 6.51
Options Outstanding, Granted | shares	84,034
Weighted Average Exercise Price, Granted | $ / shares	$ 10.71
Options Outstanding, Exercised | shares
Weighted Average Exercise Price, Exercised | $ / shares
Options Outstanding, Expired or canceled | shares
Weighted Average Exercise Price, Expired or canceled | $ / shares
Options Outstanding at September 30, 2024 | shares	336,136
Weighted Average Exercise Price Outstanding at September 30, 2024 | $ / shares	$ 7.29

Segments (Details)

Segments (Details) - 9 months ended Sep. 30, 2024	Total	Segment
Segment Reporting [Abstract]
Number of operating segment	1	1

Segments (Details) - Schedule o

Segments (Details) - Schedule of Net Sales Attributed to Customers Geographical Segment - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Net Sales Attributed to Customers Geographical Segment [Line Items]
Total Revenue	$ 7,126,333	$ 10,805,735	$ 24,563,036	$ 29,559,440
United States [Member]
Schedule of Net Sales Attributed to Customers Geographical Segment [Line Items]
Revenue	6,408,173	10,008,377	21,392,265	27,870,095
Foreign countries [Member]
Schedule of Net Sales Attributed to Customers Geographical Segment [Line Items]
Revenue	$ 718,160	$ 797,358	$ 3,170,771	$ 1,689,345

Segments (Details) - Schedule_2

Segments (Details) - Schedule of Net Sales Attributed to Customers Product Group - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Net Sales Attributed to Customers Product Group [Line Items]
Total revenue	$ 7,126,333	$ 10,805,735	$ 24,563,036	$ 29,559,440
Nutraceuticals [Member]
Schedule of Net Sales Attributed to Customers Product Group [Line Items]
Revenue	7,126,333	10,799,536	24,563,036	29,538,736
Consumer Goods [Member]
Schedule of Net Sales Attributed to Customers Product Group [Line Items]
Revenue		$ 6,199		$ 20,704

Segments (Details) - Schedule_3

Segments (Details) - Schedule of Net Sales Attributed to Major Sales Channel - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Schedule of Net Sales Attributed to Major Sales Channel [Line Items]
Total revenue	$ 7,126,333	$ 10,805,735	$ 24,563,036	$ 29,559,440
Online [Member]
Schedule of Net Sales Attributed to Major Sales Channel [Line Items]
Revenue	1,374,610	2,198,251	5,782,303	8,468,375
Retail [Member]
Schedule of Net Sales Attributed to Major Sales Channel [Line Items]
Revenue	$ 5,751,723	$ 8,607,484	$ 18,780,733	$ 21,091,065

Segments (Details) - Schedule_4

Segments (Details) - Schedule of Long-lived Assets (Net) Attributable to Operations Geographical Segment - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Long-lived Assets (Net) Attributable to Operations Geographical Segment [Line Items]
Long-lived assets net	$ 316,667	$ 416,667
United States [Member]
Schedule of Long-lived Assets (Net) Attributable to Operations Geographical Segment [Line Items]
Long-lived assets net	316,667	416,667
Foreign countries [Member]
Schedule of Long-lived Assets (Net) Attributable to Operations Geographical Segment [Line Items]
Long-lived assets net

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)			9 Months Ended
	Oct. 24, 2024	Oct. 22, 2024	Sep. 30, 2024	Oct. 31, 2024	Dec. 31, 2023
Subsequent Events [Line Items]
Common stock, par value (in Dollars per share)			$ 0.00001		$ 0.00001
Subsequent Event [Member]
Subsequent Events [Line Items]
Initial public offering shares (in Shares)		1,150,000
Common stock, par value (in Dollars per share)		$ 0.00001
Price to public per share (in Dollars per share)		$ 9
Proceeds from initial public offering	$ 8,400,000	$ 10,350,000
Equity securities, percentage		10%
Short term note payable				$ 2,700,000
IPO [Member]
Subsequent Events [Line Items]
Debt repaid			$ 400,000