U.S. SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q


[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended MARCH 31, 2017


  [   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

 

Commission file number:  0-54892

INSYNERGY PRODUCTS, INC

 (Exact name of registrant as specified in its charter)



Nevada

 

27-1781753

(State or Other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

 

 

2501 West Burbank Blvd., Suite 201, Burbank, CA

 

91505

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code: (818) 260-9370


Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  [X]        No  [  ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  [X]        No  [  ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

 

 

 

Large accelerated filer              

[  ]

Accelerated filer                         

[  ]

Non-accelerated filer      

[  ]

Smaller reporting company    

[X]

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of April 27, 2017, the issuer had 36,263,534 shares of its common stock issued and outstanding.


-1-



TABLE OF CONTENTS

PART I

 

 

Item 1.

Condensed Financial Statements

3

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

10

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

12

Item 4.

Controls and Procedures

12

PART II

  

Item 1.

Legal Proceedings

13

Item 1A.

Risk Factors

13

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

13

Item 3.

Defaults Upon Senior Securities

13

Item 4.

Mining Safety Disclosures

13

Item 5.

Other Information

13

Item 6.

Exhibits

14

 

Signatures

15


2



 PART I – FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


INSYNERGY PRODUCTS, INC.

INDEX TO FINANCIAL STATEMENTS


Condensed Balance Sheets as of March 31, 2017 (unaudited) and December 31, 2016

4

Condensed Statements of Operations for the Three Months ended March 31, 2017

and 2016 (unaudited)

5

Condensed Statements of Cash Flows for the Three Months ended March 31, 2017 and 2016 (unaudited)

6

Notes to the Condensed Financial Statements (unaudited)

7





3





INSYNERGY PRODUCTS, INC.

BALANCE SHEETS

  
  

March 31, 2017

  

December 31, 2016

ASSETS

 

(unaudited)

 

  

Current Assets:

  

 

  

    Cash

$

4,214

 

$

-

    Prepaid and other assets

 

6,636

  

6,601

        Total Current Assets

 

10,850

 

 

6,601

   

 

  

    Deposit

 

3,500

 

 

3,500

        Total Assets

$

14,350

 

$

10,101

 

  

 

  

LIABILITIES AND STOCKHOLERS' DEFICIT

 

  

Current Liabilities:

  

 

  

    Accounts payable

$

415,902

 

$

417,387

    Other payables and accruals

 

276,275

 

 

270,988

    Accrued compensation

 

148,500

  

87,850

    Due to an officer

 

67,100

  

1,393

    Notes payable

 

21,400

  

21,400

        Total Current Liabilities

 

929,177

 

 

799,018

       Total Liabilities

 

929,177

 

 

799,018

Stockholders' Deficit:

  

 

  

Common Stock par value $0.001 300,000,000 shares authorized, 27,605,564 and 27,605,564 shares issued, respectively

 

27,607

 

 

27,607

Additional paid in capital

 

14,553,464

 

 

14,553,464

Retained deficit

 

(15,495,898)

 

 

(15,369,988)

Total Stockholders' Deficit

 

(914,827)

 

 

(788,917)

Total Liabilities and Stockholders' Deficit

$

14,350

 

$

10,101

 

 

 

 

  

The accompanying notes are an integral part of these unaudited condensed financial statements.




4




INSYNERGY PRODUCTS, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

 

For the Three Months Ended

March 31,

 

 

2017

 

 

2016

Revenues

$

-

 

 $

22,070

Sales returns and allowances

 

-

  

(6,671)

Net Revenue

 

-

  

15,399

Costs of goods sold

 

-

 

 

(91,601)

      Gross margin

 

-

 

 

(76,202)

 

 

  

 

 

Operating Expenses:

 

  

 

 

    Compensation expense

 

66,250

 

 

72,710

    Advertising and promotion

 

-

  

2,664

    Professional fees

 

21,384

  

41,044

    General and administrative

 

37,412

 

 

81,714

        Total operating expenses

 

125,046

 

 

198,132

 

 

  

 

 

Loss from operations

 

(125,046)

 

 

(274,334)

 

 

  

 

 

Other Income (Expense):

 

  

 

 

    Interest expense

 

(864)

 

 

(752)

    Gain on extinguishment of debt

 

-

  

1,639

 Total other income (expense)

 

(864)

 

 

887

 

 

  

 

 

    Net Loss

$

(125,910)

 

 $

(273,447)

 

 

  

 

 

Loss per Share, Basic & Diluted

$

0.00

 

 $

(0.01)

Weighted Average Shares Outstanding

 

27,605,564

 

 

26,296,868

The accompanying notes are an integral part of these unaudited condensed financial statements.


5




INSYNERGY PRODUCTS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

For the Three Months Ended

March 31,

 

 

2017

  

2016

CASH FLOW FROM OPERATING ACTIVITES:

     

Net loss

$

(125,910)

 

$

(273,447)

Adjustments to reconcile net loss to net cash used by operating activities:

  

 

  

    Deferred compensation

 

-

 

 

16,324

    Depreciation

 

-

 

 

6,644

Gain on extinguishment of debt

 

-

  

(1,639)

    Loss on inventory

 

-

  

126,349

Changes in Operating Assets and Liabilities:

  

 

  

   Accounts receivable

 

-

  

93,574

    Prepaids & other assets

 

(35)

 

 

(22,258)

    Inventory

 

-

  

(34,748)

    Accounts payable

 

(1,485)

 

 

208,768

    Product returns & allowances

 

-

  

(221,757)

    Accrued expenses

 

65,938

 

 

67,107

Net Cash Used in Operating Activities

 

(61,492)

 

 

(35,083)

   

 

  

CASH FLOWS FROM INVESTING ACTIVITIES:

 

-

  

-

      

CASH FLOWS FROM FINANCING ACTIVITIES:

  

 

  

Advances from officers

 

92,988

  

8,900

    Repayment of officer advance

 

(27,282)

 

 

(2,100)

    Proceeds from notes payable

 

-

 

 

36,843

    Payments on notes payable

 

-

  

(46,480)

Net Cash Provided (Used) by Financing Activities

 

65,706

 

 

(2,837)

Net Increase (Decrease) in Cash

 

4,214

 

 

(37,920)

Cash at Beginning of Period

 

-

 

 

40,485

Cash at End of Period

$

4,214

 

$

2,565

 

 

  

Cash paid during the year for:

  

 

  

   Interest

$

-

 

$

-

   Franchise and income taxes

$

-

 

$

-


The accompanying notes are an integral part of these unaudited condensed financial statements.



6




INSYNERGY PRODUCTS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Insynergy Products, Inc. (the "Company") was incorporated in the State of Nevada on January 26, 2010, to engage in Direct Response marketing of consumer products with the goal of producing sales through television and/or retail.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2017. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

 

Use of estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates include the estimated useful lives of property and equipment.  Actual results could differ from those estimates.

 

Recently issued accounting pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


NOTE 3 – GOING CONCERN

 

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $15,495,898 at March 31, 2017, had a net loss of $125,910 and net cash used in operating activities of $61,492 for the three months ended March 31, 2017. This raises substantial doubt about the Company’s ability to continue as a going concern.

 

The Company currently has no revenue from current operations, with liabilities exceeding its assets. Management is analyzing new potential growth paths and the potential for a restructuring; however, there is still substantial doubt about the Company’s ability to continue as a going concern. The Company is currently performing its due diligence for a corporate reorganization. This due diligence phase, involving counsel and other qualified professionals is necessary in order to cautiously explore appropriate steps to restructure the Company for the purposes of executing a new business model within the Company’s core competencies.  

 

NOTE 4 – NOTES PAYABLE

 

As of March 31, 2017, the Company owes $21,400 on a loan payable. The loan is uncollateralized, non-interest bearing and is due on demand.

 

NOTE 5 – COMMITMENTS & CONTIGENCIES

 

The Company currently occupies office space in Burbank, California. The Company signed a three-year lease starting January 1, 2016. Current monthly lease payments are $3,527 with yearly increases.  The lease required a deposit of $3,500 which was paid on December 10, 2015. Minimum lease payments over the next two years are as follows: 

Year

 

Amount

2017

$

42,330

2018

 

43,596

Total

$

127,023



7


Investment Agreement

 

On July 9, 2014, the Board of Directors approved an investment arrangement with an individual. Per the terms of the agreement the investor has transferred $150,000 to the Company for which he is now entitled to the following: $1 per unit sold through all retail outlets including online and retail shopping shows until the investment is paid back in full. Once the original investment is recouped the investor shall then receive a 2% royalty in perpetuity on all future retail sales of the fitness product. The investment remains with the Company and is disclosed as an accrued liability on the balance sheet. This agreement is currently being renegotiated.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

During the three months ended March 31, 2017, Sanford Lang, CEO advanced the company $91,453 to pay for general operating expenses; $27,142 of which was paid back. The advances are uncollateralized, non-interest bearing and due on demand. As of March 31, 2017 $64,311 is due to Mr. Lang.

 

During the three months ended March 31, 2017, Marty Goldrod, COO advanced the company $340 to pay for general operating expenses. The advance is uncollateralized, non-interest bearing and due on demand. As of March 31, 2017 $340 is due to Mr. Goldrod.

 

As of March 31, 2017, the Company owed its officers $2,449 for expense reimbursement.

 

NOTE 7 – STOCK WARRANTS

 

Pursuant to a binding Letter of Intent with Ross Sklar (“Sklar”), a related party, dated August 13, 2015, the Company granted warrants to purchase 35,000,000 shares of common stock to Sklar on September 15, 2015.  The warrants have an exercise price of $0.23 and a term of ten years.  The aggregate fair value of the warrants totaled $6,501,715 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.23, 2.28% risk free rate, 65.24% volatility and expected life of the options of 10 years. Mr. Sklar was also appointed to the Board of Directors designating him a related party.



8



A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below:


 

Shares available to purchase with warrants

 

 

Weighted

Average

Price

 

 

Weighted

Average

Fair Value

 

 

 

 

 

 

 

 

Outstanding, December 31, 2016

 

51,000,000

 

 

$

0.23

 

 

$

0.186

 

 

 

 

 

 

 

 

 

 

 

Issued

 

-

 

 

$

-

 

 

$

-

Exercised

 

-

 

 

$

-

 

 

$

-

Forfeited

 

-

 

 

$

-

 

 

$

-

Expired

 

-

 

 

$

-

 

 

$

-

Outstanding, March 31, 2017

 

51,000,000

 

 

$

0.23

 

 

$

0.186

 

 

 

 

 

 

 

 

 

 

 

Exercisable, March 31, 2017

 

35,000,000

 

 

$

0.23

 

 

$

0.186


Range of Exercise Prices

Number Outstanding 3/31/2017

Weighted Average Remaining Contractual Life

 

Weighted Average Exercise Price

$0.23

51,000,000

8.38 years

$

0.23


 

 NOTE 8– SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued, and has determined that no material subsequent events exist other than the following.

 

On April 4, 2017, the Company’s Board of Directors determined it was in the best interest of the Company to issue additional shares to Paul Bershin and Alan Diamante in consideration for funds previously loaned to the Company. Accordingly, the Company issued 3,811,594 shares of common stock to Paul Bershin at $0.03 per share and issued 4,846,376 shares of common stock to Alan Diamante at $0.03 per share.



9



ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following information should be read in conjunction with our financial statements and related notes thereto included in Part I, Item 1, above. We also urge you to review and consider our disclosures describing various risks that may affect our business, which are set forth under the heading "Risk Factors," below.

 

Forward Looking Statements

 

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

 

        - our future operating results;

        - our business prospects;

        - our contractual arrangements and relationships with third parties;

        - the dependence of our future success on the general economy;

        - our possible future financings; and

       - the adequacy of our cash resources and working capital.

 

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

 

Plan of Operations

 

Insynergy Products was a company with experience in commercializing consumer products through commercial and infomercial production development. The corporate goal was to develop intellectual property (“IP”) internally or via a license from a third party; however, due to the inability to raise funds the Company has abandoned this strategy. The Board of Directors is cognizant of the Company’s limitations. The Company currently has no revenue from current operations, with liabilities exceeding its assets. Management is analyzing new potential growth paths and the potential for a restructuring; however, there is still substantial doubt about the Company’s ability to continue as a going concern.

 

The Company is currently performing its due diligence for a corporate reorganization. This due diligence phase, involving counsel and other qualified professionals is necessary in order to cautiously explore appropriate steps to restructure the Company for the purposes of executing a new business model within the Company’s core competencies.  


The Company has taken some preliminary steps in executing this vision; however, there are several hurdles the Company expects to encounter that may prevent this reorganization from coming to fruition.  

 

The reorganization may include restructuring the Company’s capital structure and a change or evolution in the Company's business model.  This potential reorganization may also include consummating new strategic relationships in manufacturing, marketing and sales and may also include licensing existing brands. Through these potential new partnerships, the Company intends to explore the commercialization of key products that may have a competitive advantage in the consumer products space.  In the event of this potential reorganization, the Company is in discussions with new personnel that may become part of the senior management to assist the Company going forward. 


If this reorganization occurs the projected timeline is for the reorganization to occur during the first half of 2017 and would include a change in name. Although the strategy is evolving, the Company’s goals are to again become a cutting-edge supplier in the consumer market place with the ultimate goal of increasing shareholder value.  

 

The Company will continue to evaluate this and other opportunities to further set its strategy for 2017 and 2018.

 

Results of Operation for the Three Months Ended March 31, 2017 and 2016

 



10


Revenues

 

For the three months ended March 31, 2017 the Company recorded no revenue, compared to revenue net of sales returns of $15,399 for the three months ended March 31, 2016. Cost of goods sold was $0 compared to $91,601 of cost of goods sold in the prior period.

 

Operating Expenses

 

For the three months ended March 31, 2017, the Company incurred compensation expense of $66,250 compared to $72,710 for the three months ended March 31, 2016; a decrease of $6,460 or 8.8%. The decrease is due to the elimination of a part time employee in early 2016.

 

For the three months ended March 31, 2017, the Company incurred $0 in advertising and promotional expense as compared to $2,664 for three months ended March 31, 2016. The decrease is in conjunction with our decreased business activities as we pursue a potential restructuring.

 

For the three months ended March 31, 2017, the Company incurred $21,384 in professional fees compared to $41,044 for the same period in the prior year. Professional fees are mainly for accounting, auditing and legal services associated with our quarterly filings as a public company. The decrease is due to decreased audit fees.

 

For the three months ended March 31, 2017, the Company incurred $37,412 in general and administrative expense as compared to $81,714 for the same period in the prior year; a decrease of $44,302 or 54.2%. The decrease is in conjunction with our decreased business activities as we pursue a potential restructuring.

 

Other Income and Expense

 

For the three months ended March 31, 2017 we had total other expense from interest of $864 compared to total other income of $887 for the same period in the prior year. For the three months ended March 31, 2016, the Company recorded interest expense of $752 which was offset by a gain on forgiveness of debt of $1,639.

 

Net Loss

 

For the three months ended March 31, 2017 we realized a net loss of $125,910 as compared to $273,447 for the same period in the prior year.

 

Liquidity and Capital Resources

 

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $15,495,898 at March 31, 2017, had a net loss of $125,910 and net cash used in operating activities of $61,492 for the three months ended March 31, 2017. This raises substantial doubt about the Company’s ability to continue as a going concern.

 

Net cash flows from financing activities for the three months ended March 31, 2017 were $65,706 compared to $(2,837) for the three months ended March 31, 2016.

 

The Company currently has no revenue from current operations, with liabilities exceeding its assets. Management is analyzing new potential growth paths and the potential for a restructuring; however, there is still substantial doubt about the Company’s ability to continue as a going concern.

 

Critical Accounting Estimates and Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Note 1 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes.  Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

 



11


We are subject to various loss contingencies arising in the ordinary course of business.  We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies.  An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated.  We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

 

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities.  The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled.  Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.

 

Off-Balance Sheet Arrangements 

 

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

 

Recent Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect this standard will have on our financial statements.

 

In June 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230), a consensus of the FASB’s Emerging Issues Task Force.” The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The ASU is effective for public companies for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including interim periods within those fiscal years. An entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated cash flows.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to smaller reporting companies.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.  Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended March 31, 2017.  The following aspects of the Company were noted as potential material weaknesses:

 

·

timely and accurate reconciliation of accounts

·

lack of segregation of duties



12


·

complex accounting transaction expertise

·

lack of corporate documentation


In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

 

Changes in Internal Controls

 

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.



PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

 

There are not presently any material pending legal proceedings to which the Company is a party or as to which any of our property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

 

ITEM 1A. RISK FACTORS

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

ITEM 4. MINING SAFETY DISCLOSURES

 

Not applicable.

ITEM 5. OTHER INFORMATION.

 

None.

13


ITEM 6. EXHIBITS

 

Part I Exhibits

No.

Description

31.1

Chief Executive Officer Section 302 Certification

31.2

Chief Financial Officer Section 302 Certification

32.1

Section 1350 Certification


Part II Exhibits

No.

Description

3(i)

Articles of Incorporation, as amended August 13, 2015 (Incorporated by reference  to exhibit 3(ii) to Form 8-K, filed August 20, 2015)

3 (ii)

Bylaws of Insynergy Products, Inc.  (Incorporated by reference to exhibit 3.2 to Form S-1,

filed January 31, 2010)

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Label Linkbase Document

101.PRE

XBRL Taxonomy Presentation Linkbase Document




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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

INSYNERGY PRODUCTS, INC.

 

 

 Dated: May 8, 2017

By:  /s/ Sanford Lang

Sanford Lang

Chief Executive Officer

 

 

By: /s/Rachel Boulds

Rachel Boulds

Chief Financial Officer




 




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