STCB / Starco Brands, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2025 (August 18, 2025)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2025 (August 18, 2025) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS Emp

Waiver and Amendment No. 1, dated September 17, 2024, to Loan and Security Agreement, dated as of May 27, 2024, by and among. Starco Brands, Inc., Whipshots Holdings, LLC, Whipshots, LLC, The AOS Group Inc., Skylar Body, LLC, Soylent Nutrition, Inc., Gibraltar Business Capital, LLC, and certain other persons from time to time that may become a party thereto.

Exhibit 10.17 [EXECUTION] WAIVER AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT THIS WAIVER AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 17, 2024, is by and among STARCO BRANDS, INC., a Nevada corporation (“Starco”), Whipshots Holdings, LLC, a Delaware limited liability company (“Whipshots Holdings”), Whipshots, LLC, a Wyoming limited liability c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-54892 STARCO BRANDS, INC. (Exact name of registrant as specified in

Amendment No. 2 to Consolidated Secured Promissory Note, by and between Starco Brands and Ross Sklar, dated August 13, 2025.

Exhibit 10.11 AMENDMENT NUMBER TWO TO CONSOLIDATED SECURED PROMISSORY NOTE This Amendment Number Two to Consolidated Secured Promissory Note (this “Amendment”) is entered into as of August 13, 2025, by and between Starco Brands, Inc., a Nevada corporation (“Borrower” or the “Company”), and Ross Sklar, an individual (“Lender”). Capitalized terms used in this Amendment without definition shall have

Forbearance Agreement and Amendment No. 2, dated as of July 18, 2025, to Loan and Security Agreement, dated as of May 27, 2024, by and among. Starco Brands, Inc., Whipshots Holdings, LLC, Whipshots, LLC, The AOS Group Inc., Skylar Body, LLC, Soylent Nutrition, Inc., Gibraltar Business Capital, LLC, and certain other persons from time to time that may become a party thereto.

Exhibit 10.18 [Execution] FORBEARANCE AGREEMENT AND AMENDMENT NO. 2 to LOAN AGREEMENT THIS FORBEARANCE AGREEMENT AND AMENDMENT NO. 2 TO LOAN AGREEMENT, dated as of July 18, 2025 (the “Forbearance Agreement”) is entered into by and among STARCO BRANDS, INC., a Nevada corporation (“Starco”), WHIPSHOTS HOLDINGS, LLC, a Delaware limited liability company (“Whipshots Holdings”), WHIPSHOTS, LLC, a Wyomi

Starco Brands executes non-binding LOI to Acquire Contract Manufacturer, The Starco Group, to Create a Vertically Integrated Consumer Products Platform

Exhibit 99.1 Starco Brands executes non-binding LOI to Acquire Contract Manufacturer, The Starco Group, to Create a Vertically Integrated Consumer Products Platform LOS ANGELES, CA, July 29, 2025. Starco Brands, Inc. (OTCQB: STCB), inventor and acquirer of consumer products and brands, announced the execution of a non-binding exclusive Letter of Intent to acquire its contract manufacturers The Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 (July 24, 2025) STA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 (July 24, 2025) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS Employe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-54892 STARCO BRANDS, INC. (Exact name of registrant as specified in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of Starco Brands, Inc. Subsidiary Name Jurisdiction of Incorporation Whipshots Holdings, LLC Delaware Whipshots, LLC Wyoming The AOS Group Inc. Delaware Skylar Body, LLC Delaware Soylent Nutrition, Inc. Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-54892 STARCO BRANDS, INC. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Starco Brands, Inc. Third Quarter 2024 Update Call November 14, 2024

Exhibit 99.2 Starco Brands, Inc. Third Quarter 2024 Update Call November 14, 2024 Starco Brands, Inc. – Third Quarter 2024 Update Call, November 14, 2024 CORPORATE PARTICIPANTS Ross Sklar, Chief Executive Officer, Interim Chief Financial Officer PRESENTATION Operator Good afternoon, everyone, and thank you for participating on today’s Third Quarter 2024 Update Call for Starco Brands. Today’s call

Starco Brands Reports Third Quarter 2024 Financial Results Reported Net Revenue of $15.5 Million and Sequential Margin Expansion to 41% for Third Quarter 2024 Planned Distribution Expansion and New Product Pipeline Pave Way for Growth in Fiscal Year

Exhibit 99.1 Starco Brands Reports Third Quarter 2024 Financial Results Reported Net Revenue of $15.5 Million and Sequential Margin Expansion to 41% for Third Quarter 2024 Planned Distribution Expansion and New Product Pipeline Pave Way for Growth in Fiscal Year 2025 Conference Call to be Held at 1:30 p.m. PT Today SANTA MONICA, Calif. — (BUSINESS WIRE) — November 14, 2024 — Starco Brands, Inc. (t

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS Employer of Incorpo

STCB / Starco Brands, Inc. / Lightspeed Venture Partners XI, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2427620d20sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Starco Brands, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 85526F201 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-54892 STARCO BRANDS, INC. (Exact name of registrant as specifie

STCB / Starco Brands, Inc. / a16z Seed-III, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm2427620d5sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Starco Brands, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 85526F201 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 (November 8, 2024) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-54892 STARCO BRANDS, INC. (Exact name of registrant as specified in

Amendment to Registration Rights Agreement, dated May 14, 2024, by and among Starco Brands, Inc., and YL Management, LLC in its capacity as Successor Stockholder Representative on behalf of the Investors (as defined in the Registration Rights Agreement, by and between Starco Brands, Inc. and Hamilton Start, LLC, dated February 15, 2023), filed as Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2024.

Exhibit 4.6 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This Amendment (this “Amendment”) to the Registration Rights Agreement, dated as of February 15, 2023 (the “Registration Rights Agreement”), by and between Starco Brands, Inc., a Nevada corporation (the “Acquiror”), and Hamilton Start, LLC, in its capacity as the Stockholder Representative (“Hamilton”), on behalf of the Investors and any Trans

Amendment to Voting Agreement, dated May 14, 2024, by and among Starco Brands, Inc., Ross Sklar, and the stockholders of the Company listed on Schedule A to the Voting Agreement, by and between Starco Brands, Inc., Ross Sklar, and the stockholders of the Company listed on Schedule A thereto, dated February 15, 2023, filed as Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2024.

Exhibit 4.8 AMENDMENT TO VOTING AGREEMENT This Amendment (this “Amendment”) to the Voting Agreement, dated as of February 15, 2023 (the “Voting Agreement”), by and among Starco Brands, Inc., a Nevada corporation (the “Company”), Ross Sklar (“Sklar”) and the stockholders of the Company listed on Schedule A thereto (the “Stockholders” and each a “Stockholder”), is made and entered into as of May 14,

Subsidiaries of Starco Brands, Inc.

Exhibit 21.1 Subsidiaries of Starco Brands, Inc. Subsidiary Name Jurisdiction of Incorporation Whipshots Holdings, LLC Delaware Whipshots, LLC Wyoming The AOS Group Inc. Delaware Skylar Body, LLC Delaware Soylent Nutrition, Inc. Delaware

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

Exhibit 10.10 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE This Amendment to Promissory Note (this “Amendment”) is entered into as of May 10, 2024, by and between Starco Brands, Inc., a Nevada corporation (“Maker”), and Ross Sklar, an individual “Payee”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below). A. Maker previousl

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 (July 12, 2024) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS Employe

Amendment to Consolidated Secured Promissory Note, by and between Starco Brands and Ross Sklar, dated May 31, 2024, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on May 31, 2024.

Exhibit 10.2 AMENDMENT NUMBER ONE TO CONSOLIDATED SECURED PROMISSORY NOTE This Amendment Number One to Consolidated Secured Promissory Note (this “Amendment”) is entered into as of May 31, 2024, by and between Starco Brands, Inc., a Nevada corporation (“Borrower” or the “Company”), and Ross Sklar, an individual (“Lender”). Capitalized terms used in this Amendment without definition shall have the

Loan and Security Agreement, dated as of May 24, 2024, by and among, Starco Brands, Inc., Whipshots Holdings, LLC, Whipshots, LLC, The AOS Group Inc., Skylar Body, LLC, Soylent Nutrition, Inc., Gibraltar Business Capital, LLC, and certain other persons from time to time that may become a party thereto, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 31, 2024.

Exhibit 10.1 LOAN AND SECURITY AGREEMENT Dated May 24, 2024 by and among GIBRALTAR BUSINESS CAPITAL, LLC, as Lender and STARCO BRANDS, INC., And certain Affiliates as Borrowers Table of Contents 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Accounting Terms 31 1.3 Other Terms Defined in UCC 32 1.4 Other Definitional Provisions; Construction 32 1.5 Divisions 32 1.6 Rounding 33 1.7 Drafting Ambiguities 3

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 (May 24, 2024) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-54892 STARCO BRANDS, INC. (Exact name of registrant as specified in

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of Starco Brands, Inc. Subsidiary Name Jurisdiction of Incorporation Whipshots Holdings, LLC Delaware Whipshots, LLC Wyoming The AOS Group Inc. Delaware Skylar Body, LLC Delaware Soylent Nutrition, Inc. Delaware

Amendment to Registration Rights Agreement, dated May 14, 2024, by and among Starco Brands, Inc. and YL Management LLC in its capacity as Stockholder Representative on behalf of the Investors (as defined in the Registration Rights Agreement, by and between Starco Brands, Inc. and Hamilton Start, LLC, dated February 15, 2023).

Exhibit 4.6 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This Amendment (this “Amendment”) to the Registration Rights Agreement, dated as of February 15, 2023 (the “Registration Rights Agreement”), by and between Starco Brands, Inc., a Nevada corporation (the “Acquiror”), and Hamilton Start, LLC, in its capacity as the Stockholder Representative (“Hamilton”), on behalf of the Investors and any Trans

Amendment to Voting Agreement, dated May 14, 2024, by and among Starco Brands, Inc., Ross Sklar, and the stockholders of the Company listed on Schedule A to the Voting Agreement, by and between Starco Brands, Inc., Ross Sklar, and the stockholders of the Company listed on Schedule A thereto, dated February 15, 2023.

Exhibit 4.8 AMENDMENT TO VOTING AGREEMENT This Amendment (this “Amendment”) to the Voting Agreement, dated as of February 15, 2023 (the “Voting Agreement”), by and among Starco Brands, Inc., a Nevada corporation (the “Company”), Ross Sklar (“Sklar”) and the stockholders of the Company listed on Schedule A thereto (the “Stockholders” and each a “Stockholder”), is made and entered into as of May 14,

Amendment to Convertible Promissory Note, by and between Starco Brands, Inc. and Ross Sklar, dated May 10, 2024.

Exhibit 10.10 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE This Amendment to Promissory Note (this “Amendment”) is entered into as of May 10, 2024, by and between Starco Brands, Inc., a Nevada corporation (“Maker”), and Ross Sklar, an individual “Payee”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below). A. Maker previousl

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2024 (April 3, 2024) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS Employe

Starco Brands Announces Fourth Quarter and Full Year 2023 Results and Business Update Company Achieved Tremendous Growth in Fiscal Year 2023 Compared to Prior Year with Reported Net Revenue Increasing by 735% to $65.2 Million and Adjusted EBITDA Incr

Exhibit 99.1 Starco Brands Announces Fourth Quarter and Full Year 2023 Results and Business Update Company Achieved Tremendous Growth in Fiscal Year 2023 Compared to Prior Year with Reported Net Revenue Increasing by 735% to $65.2 Million and Adjusted EBITDA Increasing by 304% to $6.2 Million Fiscal Year 2023 Pro Forma Net Revenue of $70.8M and Adjusted EBITDA of $7.1M, Which Includes Full Year of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-54892 STARCO BRANDS, INC. (Exact name

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of Starco Brands, Inc. Subsidiary Name Jurisdiction of Incorporation Whipshots Holdings, LLC Delaware Whipshots, LLC Wyoming The AOS Group Inc. Delaware Skylar Body, LLC Delaware Soylent Nutrition, Inc. Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K; ☐ Form 20-F; ☐ Form 11-K; ☐ Form 10-Q; ☐ Form 10-D; ☐ Form N-SAR; ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14-c5(d)(2)) ☒ Definitive Information Statement STARCO BRANDS, INC (Exact name of registrant as

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2024 (March 15, 2024) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS Emplo

Stockholder Agreement by and among Starco Brands, Inc., a Nevada corporation, YL Management LLC, a Delaware limited liability company, and certain holders of Acquiror Common Stock (as defined therein) dated March 15, 2024, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 21, 2024.

Exhibit 10.1 STOCKHOLDER AGREEMENT This Stockholder Agreement (this “Agreement”) is dated and effective as of March 15, 2024 and entered into by and among Starco Brands, Inc., a Nevada corporation (the “Company”), YL Management LLC as the successor Stockholder Representative (the “Successor Stockholder Representative”) of the former stockholders of Soylent Nutrition, Inc., a Delaware corporation (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14-c5(d)(2)) ☐ Definitive Information Statement STARCO BRANDS, INC (Exact name of registrant as

Starco Brands Achieves Tremendous Growth in 2023; Releases Preliminary Full Year 2023 Results and Initial 2024 Outlook Company Achieves Full Fiscal Year 2023 Revenue and Adjusted EBITDA1 Guidance Net Revenue for Fiscal Year 2023 Expected to Increase

Exhibit 99.1 Starco Brands Achieves Tremendous Growth in 2023; Releases Preliminary Full Year 2023 Results and Initial 2024 Outlook Company Achieves Full Fiscal Year 2023 Revenue and Adjusted EBITDA1 Guidance Net Revenue for Fiscal Year 2023 Expected to Increase 10-fold to $70 Million Compared to Last Year Adjusted EBITDA1 for Fiscal Year 2023 Expected to Increase 160% to $7 Million Net Revenue fo

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2024 (February 5, 2024) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 (January 16, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 (January 16, 2024) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS E

by Starco Brands Shatters Expectations with Explosive Growth and Nationwide Expansion

Exhibit 99.1 Whipshots® by Starco Brands Shatters Expectations with Explosive Growth and Nationwide Expansion ● Whipshots exceeded four million can sales since 2022, expanded to 39 states and D.C., and achieved more than 58,000 distribution points in 2023, a 125% increase over 2022. ● Shipments surged past 230,000 cases in 2023, marking a 73% increase. ● New seasonal flavors like Lime, Pumpkin Spi

Amended and Restated License Agreement, by and between Whipshots Holdings LLC, Washpoppin Inc., and “Cardi B,” effective as of November 27, 2023, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 8, 2023

Exhibit 10.1 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT 10.1 BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. SUCH REDACTED INFORMATION WILL BE PROVIDED ON A SUPPLEMENTAL BASIS TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST AMENDED AND RESTATED LICENSE AGREEMENT This Amended and Restated License

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 (December 7, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 (December 7, 2023) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction of Incorporation)

Starco Brands, Inc. – 2023 Equity Incentive Plan, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 29, 2023.

Exhibit 10.1 STARCO BRANDS, INC. 2023 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to assist the Company in attracting, retaining, motivating and rewarding certain employees, officers, directors, and consultants of the Company to promote the success of the Company’s business. The Plan authorizes the award of Stock-based and cash-based incentives to Eligible Persons. 2. Definitions.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2023 (November 27, 2023) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction of Incorporation

Starco Brands Announces Third Quarter 2023 Results Reported Net Revenue of $17.7 Million and Gross Profit Margin of 47% in the Third Quarter of 2023 Reported Net Revenue of $46.3 Million and Gross Profit Margin of 47% in the First Nine Months of 2023

Exhibit 99.1 Starco Brands Announces Third Quarter 2023 Results Reported Net Revenue of $17.7 Million and Gross Profit Margin of 47% in the Third Quarter of 2023 Reported Net Revenue of $46.3 Million and Gross Profit Margin of 47% in the First Nine Months of 2023 Continues to Project Full Year Fiscal 2023 Reported Net Revenue of $66-$77 Million and Adjusted EBITDA of $7-$9 Million SANTA MONICA, Ca

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 (November 14, 2023) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-54892 STARCO BRANDS, INC. (Exact name of registrant as specifie

STARCO BRANDS INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

EXHIBIT 99.2 STARCO BRANDS INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma consolidated statements of operations for as of and for the year ended December 31, 2022 are based on the historical consolidated financial statements of Starco Brands Inc., a Nevada corporation (“STCB” or the “Company”) and Soylent Nutrition, Inc., a Delaware co

Soylent Nutrition, Inc. Balance Sheets (In Thousands, Except Share Data) December 31, 2022 and 2021

Exhibit 99.1 Table of Contents Page Report of Independent Auditors 1 Financial Statements 3 Balance Sheets (In Thousands, Except Share Data) 3 Statements of Income (In Thousands) 4 Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) 5 Statements of Cash Flows (In Thousands) 6 Notes to Financial Statements (In Thousands, Except Share Data) 7 Report of Independent Auditors T

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2023 (February 21, 2023) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IR

Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2023 (August 28, 2023) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS Emp

Code of Business Conduct and Ethics of Starco Brands, Inc., filed as Exhibit 14.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 28, 2023.

Exhibit 14.1 STARCO BRANDS, INC. Code of Business Conduct and Ethics Adopted August 23, 2023 Introduction This Code of Business Conduct and Ethics (“Code”) has been adopted by the Board of Directors (the “Board”) of Starco Brands, Inc. and its subsidiaries (the “Company”) and summarizes the standards that guide our actions. Although this Code covers a wide range of business practices and procedure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-54892 STARCO BRANDS, INC. (Exact name of registrant as specified in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Consolidated Secured Promissory Note of Starco Brands, Inc., issued in favor of Ross Sklar, dated August 11, 2023, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 11, 2023.

Exhibit 10.1 CONSOLIDATED SECURED PROMISSORY NOTE $4,000,000.00 August 11, 2023 FOR VALUE OF RECEIVED Starco Brands, Inc., a Nevada corporation, its successors and assigns (“Borrower), enter into this Consolidated Secured Promissory Note (this “Consolidated Secured Promissory Note”) to consolidate the Prior Notes (as defined below). Borrower promises to pay to the order of Ross Sklar, an individua

Amended and Restated Consolidated Security Agreement, by and between Starco Brands, Inc. and Ross Sklar, dated August 11, 2023, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 11, 2023

Exhibit 10.2 AMENDED AND RESTATED CONSOLIDATED SECURITY AGREEMENT THIS AMENDED AND RESTATED CONSOLIDATED SECURITY AGREEMENT (this “Agreement” is made as of August 11 2023, by Starco Brands, Inc., a Nevada corporation, its successors and assigns (the “Borrower”), whose address is 250 26th Street, Suite 200, Santa Monica, CA 90402, and Ross Sklar, an individual (the “Lender”). RECITALS WHEREAS, Borr

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 (August 8, 2023) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS Empl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 (December 29, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 (December 29, 2022) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction of Incorporation)

SKYLAR BODY, INC. CONDENSED FINANCIAL STATEMENTS AS OF SEPTEMBER 30 2022 AND 2021 TABLE OF CONTENTS

Exhibit 99.2 SKYLAR BODY, INC. CONDENSED FINANCIAL STATEMENTS AS OF SEPTEMBER 30 2022 AND 2021 TABLE OF CONTENTS Page FINANCIAL STATEMENTS: Balance Sheets as of September 30, 2022 and December 31, 2021 F-2 Statements of Operations for the Nine Months Ended September 30, 2022 and 2021 F-3 Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2022 and 2021 F-4 Stateme

SKYLAR BODY, INC. FINANCIAL STATEMENTS AS OF DECEMBER 31, 2021 AND 2020 TABLE OF CONTENTS

Exhibit 99.1 SKYLAR BODY, INC. FINANCIAL STATEMENTS AS OF DECEMBER 31, 2021 AND 2020 TABLE OF CONTENTS Page INDEPENDENT AUDITORS REPORT F-2 FINANCIAL STATEMENTS: Balance Sheets as of December 31, 2021 and 2020 F-3 Statements of Operations for the Years Ended December 31, 2021 and 2020 F-4 Statements of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2021 and 2020 F-5 Sta

STARCO BRANDS INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

EXHIBIT 99.3 STARCO BRANDS INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2022 and the unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2022 and the year ended December 31, 2021 are based on the historical consol

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2023 (July 10, 2023) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction of Incorporation) (Commi

Supplemental Information provided in connection with Starco Brands, Inc. business update

Exhibit 99.2

Starco Brands Issues Business Update and Partial Guidance for Full-Year 2023

Exhibit 99.1 Starco Brands Issues Business Update and Partial Guidance for Full-Year 2023 SANTA MONICA, Calif., July 10, 2023 — Starco Brands, Inc. (OTCQB: STCB), developer and acquirer of behavior-changing technologies and brands that spark excitement in the everyday, today provided a business update and announced partial guidance for full-year 2023. Addressing the Company’s partial guidance, Sta

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2023 (June 8, 2023) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-54892 STARCO BRANDS, INC. (Exact name of registrant as specified in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 000-54892 STARCO BRANDS, INC. (Exact name

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of Starco Brands, Inc. Subsidiary Name Jurisdiction of Incorporation Whipshots Holdings, LLC Delaware Whipshots, LLC Wyoming The AOS Group Inc. Delaware Skylar Body, LLC Delaware Soylent Nutrition, Inc. Delaware

Amended and Restated Articles of Incorporation of Starco Brands, Inc., filed as Exhibit 3.1 to the Company’s Current Report on Form 10-K filed with the Commission on April 18, 2023.

Exhibit 3.1 CERTIFICATE OF AMENDED AND RESTATED ARTICLES OF INCORPORATION of STARCO BRANDS, INC. Starco Brands, Inc., formerly known as Insynergy, Inc. and Insynergy Products, Inc., a corporation incorporated under the laws of the State of Nevada on January 26, 2010, hereby amends and restates its Articles of Incorporation (the “Amended and Restated Articles of Incorporation”), to embody in one do

License Agreement by and between Starco Brands, Inc. and Temperance Distilling Company, executed January 24, 2022, filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed with the Commission on April 18, 2023.

Exhibit 10.25 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT 10.1 BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. SUCH REDACTED INFORMATION WILL BE PROVIDED ON A SUPPLEMENTAL BASIS TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST BRAND LICENSE AGREEMENT This License Agreement (“Agreement”), effective

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 (March 3, 2023) STA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 (March 3, 2023) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS Employe

Security Agreement, by and between Starco Brands, Inc. and Ross Sklar, dated March 3, 2023, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 9, 2023.

Exhibit 10.2 SECURITY AGREEMENT THIS AGREEMENT is made as of March 3, 2023, by Starco Brands, Inc. (the “Borrower”), a Nevada corporation, whose address is 250 26th Street, Suite 200, Santa Monica, CA 90402, and Ross Sklar, an individual (the “Lender”). Recitals The Borrower and the Lender have executed a Secured Promissory Note (as amended, extended or renewed from time to time, the “Note”) of ev

Secured Promissory Note issued in favor of Ross Sklar, dated March 3, 2023, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 9, 2023.

Exhibit 10.1 SECURED PROMISSORY NOTE $800,000.00 March 3, 2023 FOR VALUE RECEIVED, Starco Brands, Inc., a Nevada corporation (“Borrower”), and Ross Sklar, an individual “Lender”), enter into this Secured Promissory Note (this “Note”). Borrower promises to pay to Lender, at Lender’s current address of 250 26th Street, Suite 200, Santa Monica, California 90402, or at such other addresses as Lender m

Warrant to Purchase Class A Common Stock, issued to Ross Sklar, dated March 3, 2023, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on March 9, 2023.

Exhibit 10.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES

STCB / Starco Brands Inc - Class A / GV 2016, L.P. - SC 13G Passive Investment

SC 13G 1 tm237830d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Starco Brands, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 85526F201 (CUSIP Number) February 15, 2023 (Date of Event Which Requires Filing of this Statement) Che

JOINT FILING AGREEMENT

EX-99.1 2 tm237830d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CUSIP No. 85526F201 Page 20 of 20 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Statement on Schedule 13G with respect to the Class A Common Stock, par value $0.001 per share, of S

STCB / Starco Brands Inc - Class A / a16z Seed-III, LLC - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Starco Brands, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 85526F201 (CUSIP Number) February 15, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 (February 22, 2023) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission (IRS

Starco Brands Acquires Complete Nutrition Pioneer Soylent

EXHIBIT 99.1 Starco Brands Acquires Complete Nutrition Pioneer Soylent SANTA MONICA, Calif., February 22, 2023 — Starco Brands, Inc. (OTCQB: STCB), inventor of consumer products with behavior-changing technologies, announced today the acquisition of Soylent Nutrition, Inc., which pioneered the plant-based “complete nutrition” and “functional food” categories. Under the terms of the transaction, So

Form of Indemnification Agreement by and between Starco Brands, Inc. and each of its current directors, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 21, 2023.

EXHIBIT 10.1 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●] between Starco Brands, Inc., a Nevada corporation (the “Company”), and [●], an individual (“Indemnitee”). RECITALS Highly competent persons have become more reluctant to serve corporations as directors and officers or in other capacities unless they are provided with a

Registration Rights Agreement, by and between Starco Brands, Inc., and Hamilton Start, LLC in its capacity as Stockholder Representative on behalf of the Investors (as defined therein) dated February 15, 2023, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on February 21, 2023.

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT dated as of February 15, 2023 between STARCO BRANDS, INC. and Hamilton start, llc on behalf of the investors, as defined herein REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated as of February 15, 2023 (this “Agreement”), is entered into by and between Starco Brands, Inc., a Nevada corporation (the “Acquiror”) and Hamilton Start, LLC,

Agreement and Plan of Merger, by and among Starco Brands, Inc., Starco Merger Sub I Inc., Soylent Nutrition, Inc., and Hamilton Start, LLC, solely in its capacity as stockholders’ representative and solely for purposes of Article IX, Article X, Section 2.08 and Section 6.11 therein, dated February 14, 2023, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 21, 2023.

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER dated as of February 14, 2023 by and among STARCO BRANDS, INC. STARCO Merger Sub I, Inc. SOYlent nutrition, Inc. and HAMILTON START, LLC solely in its capacity as the Stockholder Representative for purposes of Section 2.08, Section 6.11, Article IX and Article X TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 1.01 Definitions 3 1.02 Construction 19 A

Voting Agreement, by and among Starco Brands, Inc., Ross Sklar, and the stockholders of the Company listed on Schedule A thereto, dated February 15, 2023, filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on February 21, 2023.

EXHIBIT 10.4 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 15, 2023, by and among Starco Brands, Inc., a Nevada corporation (the “Company”), Ross Sklar (“Sklar”) and the stockholders of the Company listed on Schedule A hereto (together with any transferees who become parties hereto pursuant to Section 5 or Section 8.1 below, the “Stockholders” an

Form of Restrictive Covenant Agreement, by and between Starco Brands, Inc. and “Restricted Party.”

EXHIBIT 10.3 FORM OF RESTRICTIVE COVENANT AGREEMENT This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into as of [●], by and between Starco Brands, Inc., a Nevada corporation (“Acquiror”), and [●] (“Principal”). W I T N E S S E T H: WHEREAS, Acquiror, Starco Merger Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), Soylent Nutrition, Inc., a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 (February 14, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 (February 14, 2023) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File

STCB / Starco Brands, Inc. / Lightspeed Venture Partners XI, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Starco Brands, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 85526F201 (CUSIP Number) December 29, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

STCB / Starco Brands, Inc. / Upfront VI, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Starco Brands, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 85526F201 (CUSIP Number) December 29, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

AOS GROUP INC. FINANCIAL STATEMENTS AS OF DECEMBER 31, 2021 AND 2020 TABLE OF CONTENTS

EX-99.1 2 ex99-1.htm Exhibit 99.1 AOS GROUP INC. FINANCIAL STATEMENTS AS OF DECEMBER 31, 2021 AND 2020 TABLE OF CONTENTS Page INDEPENDENT AUDITORS REPORT F-2 FINANICAL STATEMENTS: Balance Sheets as of December 31, 2021 and 2020 F-3 Statements of Operations for the Years Ended December 31, 2021 and 2020 F-4 Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021 and 2020

AOS GROUP INC. CONDENSED FINANCIAL STATEMENTS AS OF JUNE 30 2022 AND 2021 TABLE OF CONTENTS

EX-99.2 3 ex99-2.htm Exhibit 99.2 AOS GROUP INC. CONDENSED FINANCIAL STATEMENTS AS OF JUNE 30 2022 AND 2021 TABLE OF CONTENTS Page FINANICAL STATEMENTS: Balance Sheets as of June 30, 2022 and 2021 F-2 Statements of Operations for the Six Months Ended June 30, 2022 and 2021 F-3 Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2022 and 2021 F-4 Statements of Cash Flows

STARCO BRANDS INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

EX-99.3 4 ex99-3.htm Exhibit 99.3 STARCO BRANDS INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated balance sheet as of June 30, 2022 and the unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2022 and the year ended December 31, 2021 are based on the histori

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 (September 12, 2022) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction of Incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14-c5(d)(2)) ☒ Definitive Information Statement STARCO BRANDS, INC (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:

PRE 14C 1 stcb20230105pre14c.htm FORM PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14-c5(d)(2)) ☐ Definitive Information Statement ST

Warrant to Purchase Common Stock, issued to Ross Sklar, dated December 29, 2022, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on January 5, 2023.

EX-10.3 4 ex460026.htm EXHIBIT 10.3 Exhibit 10.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO

Starco Brands to Acquire Clean Beauty Brand Skylar Inventor of Consumer Products that 'Change Behavior' to Apply Winning Formula to Skylar's Pioneering Hypoallergenic and Safe for Sensitive Skin fragrance brand

Exhibit 99.1 Starco Brands to Acquire Clean Beauty Brand Skylar Inventor of Consumer Products that 'Change Behavior' to Apply Winning Formula to Skylar's Pioneering Hypoallergenic and Safe for Sensitive Skin fragrance brand SANTA MONICA, Calif., Jan. 5, 2023 /PRNewswire/ - Starco Brands (OTCQB: STCB), inventor of consumer products with behavior-changing technologies, has entered into a definitive

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2023 (January 5, 2023) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File Num

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2023 (December 29, 2022) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File N

Secured Promissory Note issued in favor of Ross Sklar, dated December 29, 2022, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 5, 2023.

EX-10.1 2 ex460024.htm EXHIBIT 10.1 Exhibit 10.1 SECURED PROMISSORY NOTE $2,000,000.00 December 29, 2022 FOR VALUE RECEIVED, Starco Brands, Inc., a Nevada corporation (“Borrower”), and Ross Sklar, an individual “Lender”), enter into this Secured Promissory Note (this “Note”). Borrower promises to pay to Lender, at Lender’s current address of 250 26th Street, Suite 200, Santa Monica, California 904

Security Agreement, by and between Starco Brands, Inc. and Ross Sklar, dated December 29, 2022, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 5, 2023.

EX-10.2 3 ex460025.htm EXHIBIT 10.2 Exhibit 10.2 SECURITY AGREEMENT THIS AGREEMENT is made as of December 29, 2022, by Starco Brands, Inc. (the “Borrower”), a Nevada corporation, whose address is 250 26th Street, Suite 200, Santa Monica, CA 90402, and Ross Sklar, an individual (the “Lender”). Recitals The Borrower and the Lender have executed a Secured Promissory Note (as amended, extended or rene

Registration Rights Agreement, by and between Starco Brands, Inc., a Nevada corporation, and the Investors listed on Schedule A thereto, dated December 29, 2022, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 4, 2023.

EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT dated as of December 29, 2022 by and between STARCO BRANDS, INC. and THE INVESTORS LISTED HEREIN REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated as of December 29, 2022 (this ?Agreement?), is entered into by and between Starco Brands, Inc., a Nevada corporation (the ?Acquiror?) and the stockholders of the Acquiror listed on Schedule

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2023 (December 29, 2022) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File N

Agreement and Plan of Merger, by and among (i) Starco Brands, Inc., a Nevada corporation, (ii) Starco Merger Sub II, Inc., a Delaware corporation, (iii) Skylar Body, LLC, a Delaware limited liability company, (iv) Skylar Body, Inc., a Delaware corporation, and (v) Shareholder Representative Services LLC, solely in its capacity as the representative of the Company Holders, dated December 29, 2022, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 4, 2023.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of December 29, 2022 by and among STARCO BRANDS, INC., STARCO MERGER SUB II, INC., SKYLAR BODY, LLC, SKYLAR BODY, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS 3 1.01 Definitions 3 1.02 Construction 20 ARTICLE II THE MERGERS; CLOSING 21 2.01 The Merger 21 2.02 Effects of the Merge

Voting Agreement, by and among Starco Brands, Inc., a Nevada corporation, and the stockholders listed on Schedule A thereto, dated December 29, 2022, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 4, 2023.

EXHIBIT 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this ?Agreement?) is made and entered into as of December 29, 2022 by and among Starco Brands, Inc., a Nevada corporation (the ?Company?), and the stockholders of the Company listed on Schedule A hereto (together with any transferees who become parties hereto pursuant to Section 4.1 below, the ?Stockholders? and each, a ?Stockholder?). RECITALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT UNDER SECTION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Voting Agreement, by and among Starco Brands, Inc., a Nevada corporation, and the stockholders listed on Schedule A thereto, dated September 12, 2022, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2022.

Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT (this ?Agreement?) is made and entered into as of September 12, 2022 by and among Starco Brands, Inc., a Nevada corporation (the ?Company?), and the stockholders of the Company listed on Schedule A hereto (together with any transferees who become parties hereto pursuant to Section 4.1 below, the ?Stockholders? and each, a ?Stockholder?). RECITALS

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2022 (September 12, 2022) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission Fi

Starco Brands Acquires The AOS Group Inc., Maker of Art of Sport® Body and Skincare Brand Co-founded by Kobe Bryant Inventor of Consumer Products that ‘Change Behavior’ to Apply its Manufacturing and Marketing Formula to a Leading-Edge Brand Designed

Exhibit 99.1 Starco Brands Acquires The AOS Group Inc., Maker of Art of Sport? Body and Skincare Brand Co-founded by Kobe Bryant Inventor of Consumer Products that ?Change Behavior? to Apply its Manufacturing and Marketing Formula to a Leading-Edge Brand Designed for Athletes SANTA MONICA, Calif., September 15, 2022 ? Starco Brands (OTCQB: STCB), inventor of consumer products with behavior-changin

Agreement and Plan of Merger, by and among (i) Starco Brands, Inc., a Nevada corporation, (ii) Starco Merger Sub Inc., a Delaware corporation, (iii) The AOS Group Inc., a Delaware corporation, and (iv) Matthias Metternich, solely in his capacity as the Company Stockholder Representative of The AOS Group stockholders, dated September 12, 2022, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2022.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of September 12, 2022 by and among STARCO BRANDS, INC. STARCO MERGER SUB INC. THE AOS GROUP INC. and MATTHIAS METTERNICH in his capacity as the Company Stockholder Representative, and solely for purposes of Articles IX, X and Section 6.05 TABLE OF CONTENTS ARTICLE I CERTAIN DEFINITIONS 2 1.01 Definitions 2 1.02 Construction 15 ARTICLE II THE MERGER

Registration Rights Agreement, by and between Starco Brands, Inc., a Nevada corporation, and the Investors listed on Schedule A thereto, dated September 12, 2022, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2022.

EX-10.1 3 ex423707.htm EXHIBIT 10.1 Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT dated as of September 12, 2022 between STARCO BRANDS, INC. and THE INVESTORS, AS DEFINED HEREIN REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated as of September 12, 2022 (this “Agreement”), is entered into by and between Starco Brands, Inc., a Nevada corporation (the “Acquiror”) and Investors liste

CORRESP 1

CORRESP 1 August 25, 2022 BY EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (Exact name of registran

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (Exact name of registrant as specified in its charter) Neva

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2022 (July 19, 2022) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File Number)

First Amended and Restated Promissory Note issued in favor of Ross Sklar, dated July 19, 2022, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 20, 2022.

Exhibit 10.1 FIRST AMENDED AND RESTATED PROMISSORY NOTE $100,000.00 July 19, 2022 FOR VALUE RECEIVED, Starco Brands, Inc., a Nevada corporation (?Maker?), and Ross Sklar, an individual ?Payee?), enter into this First Amended and Restated Promissory Note (this ?Note?). Maker promises to pay to Payee, at Payee?s current address of 250 26th Street, Suite 200, Santa Monica, California 90402, or at suc

Amended and Restated Bylaws of Starco Brands, Inc., filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 1, 2022.

EX-3.1 2 ex375327.htm EXHIBIT 3.1 EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF STARCO BRANDS, INC. A NEVADA CORPORATION Dated June 28, 2022 * * * * * AMENDED AND RESTATED BYLAWS * * * * * ARTICLE I DEFINITIONS As used in these Bylaws, unless the context otherwise requires, the term: 1.1 “Articles of Incorporation” means the Articles of Incorporation of the Corporation, as further amended, supplement

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -12-31 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2022 (June 28, 2022) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File N

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (Exact name of registrant as specified in its charter) Nev

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (Exact name of registrant as specified in

Subsidiaries of the Company.

EX-21.1 2 ex359038.htm EXHIBIT 21.1 Exhibit 21.1 LIST OF SUBSIDIARIES Of STARCO BRANDS, INC. a Nevada corporation Subsidiary: Jurisdiction Whipshots Holdings, LLC Delaware Whipshots, LLC Wyoming

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25

NT 10-Q 1 stcb20220512nt10q.htm FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K; ☐ Form 20-F; ☐ Form 11-K; ☒ Form 10-Q; ☐ Form 10-D; ☐ Form N-SAR; ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2022 (March 11, 2022) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File Numbe

Letter to SEC from Haynie & Company, dated March 14, 2022.

EXHIBIT 16.1 March 14, 2022 Office of the Chief Accountant Securities and Exchange Commission 460 Fifth Street N. W. Washington, DC 20549 Re: Starco Brands, Inc. Commission File Number 000-54892 Dear Sirs: We have received a copy of, and are in agreement with, the statements being made by Starco Brands, Inc. in Item 4.01 of its Form 8-K dated March 14, 2022, captioned ?Changes in Registrant?s Cert

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2022 (February 14, 2022) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File

Promissory Note issued in favor of Ross Sklar, dated February 14, 2021, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 22, 2022.

EXHIBIT 10.1 CONVERTIBLE PROMISSORY NOTE $472,500 Santa Monica, California February 14, 2022 By this Promissory Note (this ?Note?), STARCO BRANDS, INC., a Nevada corporation (?Maker?), promises to pay to Ross Sklar (?Payee?), at Payee?s current address at 250 26th Street, Suite 200, Santa Monica, California 90402, or at such other addresses as Payee may from time to time designate in writing to Ma

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2022 (February 14, 2022) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File

Starco Brands Launches the Game Whipster™ Right in time for Valentine’s Day Whipster™ Gamifies Whipshots, the Vodka-Infused Whipped Cream

EXHIBIT 99.1 Starco Brands Launches the Game Whipster? Right in time for Valentine?s Day Whipster? Gamifies Whipshots, the Vodka-Infused Whipped Cream SANTA MONICA, Calif., Feb. 14, 2022 - Today, Starco Brands announces its new and cutting edge game for Whipshots? called Whipster?. This new game brings sweet and flirty fun right to your home enhancing parties, gatherings and date nights. By gamify

Starco Brands (STCB) Announces National Retail Distribution of WhipshotsTM WhipshotsTM to hit retail shelves starting this month

EXHIBIT 99.1 Starco Brands (STCB) Announces National Retail Distribution of WhipshotsTM WhipshotsTM to hit retail shelves starting this month Santa Monica, CA (February 9, 2022) ? Starco Brands today announced that WhipshotsTM, the groundbreaking vodka-infused whipped cream in partnership with global recording artist Cardi B, has launched its national retail program with their current distributor

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2022 (February 9, 2022) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File N

Promissory Note issued in favor of Ross Sklar, dated December 13, 2021, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 15, 2021.

EXHIBIT 10.1 PROMISSORY NOTE $500,000.00 Santa Monica, California December 13, 2021 By this Promissory Note (this "Note"), STARCO BRANDS, INC., a Nevada corporation ("Maker"), promises to pay to Ross Sklar ("Payee"), at Payee's current address at 250 26th Street, Suite 200, Santa Monica, California 90402, or at such other addresses as Payee may from time to time designate in writing to Maker, the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2021 (December 13, 2021) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2021 (December 10, 2021) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File

Starco Brands Announces a $45 million Public Offering under Regulation A+ Parent Company of Whipshots, LLC has been Qualified by the SEC for a Regulation A+ Public Offering

EX-99.1 2 ex314758.htm EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE 12/14/2021 Starco Brands Announces a $45 million Public Offering under Regulation A+ Parent Company of Whipshots, LLC has been Qualified by the SEC for a Regulation A+ Public Offering December 14th, 2021 (SANTA MONICA, CA) – Starco Brands, Inc. (STCB or the “Company”) announces the launch of a Regulation A+, Tier 2, equity fina

OFFERING CIRCULAR DATED DECEMBER 9, 2021 STARCO BRANDS, INC. 250 26th Street, Suite 200, Santa Monica, CA 90402 (323) 266 7111 UP TO 56,818,181 SHARES OF COMMON STOCK INCLUDING UP TO 11,363,636 SHARES TO BE SOLD BY SELLING SHAREHOLDERS SEE “SECURITIE

253G1 1 tm2130097d3253g1.htm 253G1 Filed Pursuant to 253(g)(1) File No. 024-11622 OFFERING CIRCULAR DATED DECEMBER 9, 2021 STARCO BRANDS, INC. 250 26th Street, Suite 200, Santa Monica, CA 90402 (323) 266 7111 UP TO 56,818,181 SHARES OF COMMON STOCK INCLUDING UP TO 11,363,636 SHARES TO BE SOLD BY SELLING SHAREHOLDERS SEE “SECURITIES BEING OFFERED” AT PAGE 44 Price to Public Broker-Dealer discount a

PRELIMINARY OFFERING CIRCULAR DATED DECEMBER 6, 2021 STARCO BRANDS, INC. 250 26th Street, Suite 200, Santa Monica, CA 90402 (323) 266 7111 UP TO 56,818,181 SHARES OF COMMON STOCK INCLUDING UP TO 11,363,636 SHARES TO BE SOLD BY SELLING SHAREHOLDERS SE

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Offering Statement of Starco Brands, Inc.

Office of Trade & Services

CORRESP 1 filename1.htm Office of Trade & Services Division of Corporation Finance US Securities and Exchange Commission Washington, D.C. 20549 December 6, 2021 Re: Starco Brands, Inc. Offering Statement on Form 1-A File No. 024-11622 Ladies and Gentlemen: On behalf of Starco Brands, Inc., I hereby request qualification of the above-referenced offering statement at 4:00pm, Eastern Time, on Thursda

Starco Brands (STCB) and Global Artist Cardi B Launch Whipshots™, a Game-Changing, Vodka-Infused Whipped Cream The One-of-a-Kind Spirits Product Launches Nationwide Today in Three Flavors

EX-99.1 2 ex312971.htm EXHIBIT 99.1 EXHIBIT 99.1 Starco Brands (STCB) and Global Artist Cardi B Launch Whipshots™, a Game-Changing, Vodka-Infused Whipped Cream The One-of-a-Kind Spirits Product Launches Nationwide Today in Three Flavors Santa Monica, CA (December 1, 2021) — Today, Starco Brands and global artist Cardi B officially launch Whipshots™, a vodka-infused whipped cream that adds a playfu

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2021 (December 1, 2021) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File N

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (Exact name of registrant as specified in its charter) Ne

Starco Brands (STCB) and Republic National Distilling Company (RNDC) Partner to Bring WhipshotsTM Vodka Infused Whipped Cream to the North America Market WhipshotsTM To Launch with Distribution Partner RNDC

EXHIBIT 99.1 Starco Brands (STCB) and Republic National Distilling Company (RNDC) Partner to Bring WhipshotsTM Vodka Infused Whipped Cream to the North America Market WhipshotsTM To Launch with Distribution Partner RNDC Santa Monica, CA (November 11, 2021) ? Today, Starco Brands announced that it has signed a national agreement with world-class alcohol distributor RNDC for distribution of Whipshot

Form of Broker Agreement, by and between Starco Brands, Inc. and “Broker”, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 10, 2021.

EX-10.2 3 ex304325.htm EXHIBIT 10.2 EXHIBIT 10.2 BROKER AGREEMENT This BROKER AGREEMENT (this “Agreement”) is made as of [] (the “Effective Date”) between Starco Brands, Inc. having its principal place of business at 250 26th St., Suite 200 Santa Monica, CA 90402 (the “Supplier”), and [] (the “Broker”), collectively referred to herein as the “Parties”; and each a “Party.” WHEREAS, Supplier produce

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 (November 4, 2021) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2021 (November 11, 2021) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File

Form of Distribution Agreement, by and between Starco Brands, Inc. and “Distributor”, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 10, 2021.

EXHIBIT 10.1 DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT (?Agreement?) is entered into and shall become effective as of [] (the ?Effective Date?), by and between Starco Brands, Inc. (?Supplier?), and [] (?Distributor?) and its affiliates, collectively referred to herein as the ?Parties?; and each a ?Party.? The Parties hereby agree as follows: WITNESSETH: WHEREAS, Supplier produces and/or m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 stcb20211111nt10q.htm FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on

2

November 9, 2021 Office of Trade & Services Division of Corporation Finance US Securities and Exchange Commission Washington, D.

PRELIMINARY OFFERING CIRCULAR DATED NOVEMBER 9, 2021 STARCO BRANDS, INC. 250 26th Street, Suite 200, Santa Monica, CA 90402 (323) 266 7111 UP TO 56,818,181 SHARES OF COMMON STOCK INCLUDING UP TO 11,363,636 SHARES TO BE SOLD BY SELLING SHAREHOLDERS SE

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2021 (November 2, 2021) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File N

Starco Brands (STCB) Announces Rob Floyd as Chief Mixology Officer Renowned Mixologist and Performer Rob Floyd to Join the Company, Leading with the Upcoming Launch of WhipshotsTM

EX-99.1 2 ex299276.htm EXHIBIT 99.1 Exhibit 99.1 Starco Brands (STCB) Announces Rob Floyd as Chief Mixology Officer Renowned Mixologist and Performer Rob Floyd to Join the Company, Leading with the Upcoming Launch of WhipshotsTM Santa Monica, CA (November 2, 2021) — Today, Starco Brands is proud to announce the appointment of Rob Floyd as Chief Mixology Officer. A new addition to the team, Floyd w

Form of Board Advisor Agreement.

Exhibit 10.1 FORM - Board Advisor Agreement This agreement (the "Agreement") is made effective as of October , 2021, by Starco Brands, Inc. a Nevada corporation (the "Company"), and (the "Advisor"). WHEREAS, the Company's Board of Directors (the "Board") desires to obtain the advice and counsel of the Advisor regarding the Company's business and financial matters/matters within the Advisor's exper

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2021 (October 22, 2021) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File N

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Offering Statement of Starco Brands, Inc.

October 20, 2021

Exhibit 12 October 20, 2021 Board of Directors Starco Brands, Inc. 250 26th Street, Suite 200, Santa Monica, CA 90402 To the Board of Directors: We are acting as counsel to Starco Brands, Inc. (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to 45,454,545 shares of the Company’s Common Stock (

PROMISSORY NOTE

Exhibit 6.12 PROMISSORY NOTE $100,000.00 Santa Monica, California June 28, 2021 By this Promissory Note (this ?Note?), STARCO BRANDS, INC., a Nevada corporation (?Maker?), promises to pay to Ross Sklar (?Payee?), at Payee?s current address at 250 26th Street, Suite 200, Santa Monica, California 90402, or at such other addresses as Payee may from time to time designate in writing to Maker, the prin

PRELIMINARY OFFERING CIRCULAR DATED OCTOBER 20, 2021 STARCO BRANDS, INC. 250 26th Street, Suite 200, Santa Monica, CA 90402 (323) 266 7111 UP TO 56,818,181 SHARES OF COMMON STOCK INCLUDING UP TO 11,363,636 SHARES TO BE SOLD BY SELLING SHAREHOLDERS SE

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

October 20, 2021

October 20, 2021 Office of Trade & Services Division of Corporation Finance US Securities and Exchange Commission Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2021 (September 17, 2021) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission Fi

Promissory Note issued in favor of Ross Sklar, dated September 17, 2021, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 23, 2021.

Exhibit 10.1 PROMISSORY NOTE $500,000.00 Santa Monica, California September 17, 2021 By this Promissory Note (this ?Note?), STARCO BRANDS, INC., a Nevada corporation (?Maker?), promises to pay to Ross Sklar (?Payee?), at Payee?s current address at 250 26th Street, Suite 200, Santa Monica, California 90402, or at such other addresses as Payee may from time to time designate in writing to Maker, the

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2021 (September 14, 2021) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission Fi

License Agreement, by and between Whipshots LLC, Washpoppin Inc., and “Cardi B,” dated as of September 14, 2021.

EX-10.1 3 ex285441.htm EXHIBIT 10.1 Exhibit 10.1 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT 10.1 BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. SUCH REDACTED INFORMATION WILL BE PROVIDED ON A SUPPLEMENTAL BASIS TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST LICENSE AGREEMENT This License Agree

Starco Brands (STCB) To Launch Whipshots®, a Game-Changing, Vodka-Infused Whipped Cream, In Partnership with Entrepreneur and Global Artist Cardi B Launching in 2021, Whipshots Is a One-of-a-Kind Product Poised to Change the Spirits Industry

EX-99.1 2 ex285404.htm EXHIBIT 99.1 Exhibit 99.1 Starco Brands (STCB) To Launch Whipshots®, a Game-Changing, Vodka-Infused Whipped Cream, In Partnership with Entrepreneur and Global Artist Cardi B Launching in 2021, Whipshots Is a One-of-a-Kind Product Poised to Change the Spirits Industry September 15, 2021 Santa Monica, CA —Starco Brands is proud to announce the upcoming launch of Whipshots®, a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2021 (September 8, 2021) STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission Fil

Intellectual Property Purchase Agreement, by and between Whipshots LLC and PENGUINS FLY, LLC, dated as of August 24, 2021, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 14, 2021.

EXHIBIT 10.1 CERTAIN PRICING INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT 10.1 BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. SUCH REDACTED INFORMATION WILL BE PROVIDED ON A SUPPLEMENTAL BASIS TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST INTELLECTUAL PROPERTY PURCHASE AGREEMENT THIS INTELLECTUAL PROPE

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Offering Statement on Form 1-A of Starco Brands, Inc.

August 31, 2021

Exhibit 12 August 31, 2021 Board of Directors Starco Brands, Inc. 250 26th Street, Suite 200, Santa Monica, CA 90402 To the Board of Directors: We are acting as counsel to Starco Brands, Inc. (the ?Company?) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to 56,818,181 shares of the Company?s Common Stock In

PRELIMINARY OFFERING CIRCULAR DATED August 31, 2021 STARCO BRANDS, INC. 250 26th Street, Suite 200, Santa Monica, CA 90402 (323) 266 7111 UP TO 56,818,181 SHARES OF COMMON STOCK INCLUDING UP TO 11,363,636 SHARES TO BE SOLD BY SELLING SHAREHOLDERS SEE

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

SUBSCRIPTION AGREEMENT

Exhibit 4 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC

Broker-Dealer Agreement, by and between the Company and Dalmore Group, LLC, effective as of August 4, 2020, filed as Exhibit 6.1 to the Company's Regulation A+ offering statement filed with the Commission on August 31, 2021.

Exhibit 6.1 Broker-Dealer Agreement This agreement (together with exhibits and schedules, the ?Agreement?) is entered into by and between Starco Brands, Inc. (?Client?), a Nevada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (?Dalmore?). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of August 4, 2020 (the ?Effective Date?): Whereas,

Escrow Services Agreement

Exhibit 8 Escrow Services Agreement This Escrow Services Agreement (this ?Agreement?) is made and entered into as of [?] by and between Prime Trust, LLC (?Prime Trust? or ?Escrow Agent?), Starco Brands, Inc.

Promissory Note issued in favor of Ross Sklar, dated January 24 2020, filed as Exhibit 6.3 to the Company's Regulation A+ offering statement filed with the Commission on August 31, 2021.

Exhibit 6.3

IRREVOCABLE POWER OF ATTORNEY by and among [NAME OF STOCKHOLDER] George Stroesenreuther as Attorney-in-Fact, Starco Brands, Inc. (a Nevada corporation) IRREVOCABLE POWER OF ATTORNEY

Exhibit 3.1 IRREVOCABLE POWER OF ATTORNEY by and among [NAME OF STOCKHOLDER] and George Stroesenreuther as Attorney-in-Fact, and Starco Brands, Inc. (a Nevada corporation) IRREVOCABLE POWER OF ATTORNEY WHEREAS: A. The undersigned stockholder (the ?Selling Stockholder?) of Starco Brands, Inc., a Nevada corporation (the ?Company?) wishes to offer shares of Common Stock of the Company (?Shares?) for

INSYNERGY PRODUCTS, INC Common Stock Purchase Warrant

Exhibit 3.2 WARRANT HOLDER: NUMBER OF WARRANT SHARES: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”) NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

Brand License Agreement, by and between Starco Brands, Inc. and The Starco Group, effective as of July 12, 2017, filed as Exhibit 6.2 to the Company’s Regulation A+ offering statement filed with the Commission on August 31, 2021.

Exhibit 6.2 BRAND LICENSE AGREEMENT This License Agreement (?Agreement?), effective July 12, 2017 is entered into by Insynergy Products, Inc. DBA Starco Brands (hereinafter ?LICENSOR?) and The Starco Group and its affiliates (hereinafter ?LICENSEE?). RECITALS WHEREAS, Starco Brands creates, develops and owns brands, trade names and marketing data of consumer and commercial products, and; WHEREAS,

Certificate of Amendment to the Articles of Incorporation of the Company, filed as Exhibit 2.2 to the Company's Regulation A+ offering statement filed with the Commission on August 31, 2021.

Exhibit 2.2

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (Exact name of registrant as specified in its charter) Nevada

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K/A 1 stcbform8ka07222021.htm AMENDED CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2021 STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or ot

Separation Agreement dated June 13, 2021 between Starco Brands, Inc. and Sanford Lang, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the Commission on July 22, 2021.

Exhibit 10.1

Separation Agreement dated June 13, 2021 between Starco Brands, Inc. and Martin Goldrod, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed with the Commission on July 22, 2021.

Exhibit 10.2

PRELIMINARY OFFERING CIRCULAR DATED JULY 1, 2021 STARCO BRANDS, INC. 250 26th Street, Suite 200, Santa Monica, CA (323) 266 7111 [__] SHARES OF COMMON STOCK INCLUDING [__] SHARES TO BE SOLD BY SELLING SHAREHOLDERS SEE “SECURITIES BEING OFFERED” AT PA

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

July 1, 2021

DOSLTR 1 filename1.htm July 1, 2021 Ms. Mara Ransom Office Chief Office of Trade & Services Division of Corporation Finance US Securities and Exchange Commission Washington, D.C. 20549 Re: Starco Brands, Inc. Amendment No. 2 to Draft Offering Statement on Form 1-A Submitted May 11, 2021 CIK No. 0001539850 Dear Ms. Ransom, We acknowledge receipt of the comments in the letter dated May 28, 2021 from

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2021 STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File Number) (IRS Employer o

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, 2021 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(

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, 2021 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (Exact name of registrant as specified in its charter) Ne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

(Check One): x Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SUBSCRIPTION AGREEMENT

Exhibit 4 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC

PRELIMINARY OFFERING CIRCULAR DATED May 10, 2021 STARCO BRANDS, INC. 250 26th Street, Suite 200, Santa Monica, CA (323) 266 7111 [__] SHARES OF COMMON STOCK INCLUDING [__] SHARES TO BE SOLD BY SELLING SHAREHOLDERS SEE “SECURITIES BEING OFFERED” AT PA

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

May 10, 2021

DOSLTR 1 filename1.htm May 10, 2021 Ms. Mara Ransom Office Chief Office of Trade & Services Division of Corporation Finance US Securities and Exchange Commission Washington, D.C. 20549 Re: Starco Brands, Inc. Amendment No. 1 to Draft Offering Statement on Form 1-A Submitted March 12, 2021 CIK No. 0001539850 Dear Ms. Ransom, We acknowledge receipt of the comments in the letter dated March 30, 2021

Annual Report - FORM 10K DEC.2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (Exact name of registrant as specified

- NOTIFICATION OF LATE FILING

(Check One): x Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

PRELIMINARY OFFERING CIRCULAR DATED MARCH 12, 2021 STARCO BRANDS, INC. 250 26th Street, Suite 200, Santa Monica, CA (323) 266 7111 [__] SHARES OF COMMON STOCK INCLUDING [__] SHARES TO BE SOLD BY SELLING SHAREHOLDERS SEE “SECURITIES BEING OFFERED” AT

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

March 12, 2021

DOSLTR 1 filename1.htm March 12, 2021 Ms. Mara Ransom Office Chief Office of Trade & Services Division of Corporation Finance US Securities and Exchange Commission Washington, D.C. 20549 Re: Starco Brands, Inc. Draft Offering Statement on Form 1-A Submitted December 23, 2020 CIK No. 0001539850 Dear Mr. Ransom, We acknowledge receipt of the comments in the letter dated January 19, 2021 from the sta

SUBSCRIPTION AGREEMENT

EX1A-4 SUBS AGMT 4 filename4.htm Exhibit 4 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN IND

IRREVOCABLE POWER OF ATTORNEY by and among [NAME OF STOCKHOLDER] George Stroesenreuther as Attorney-in-Fact, Starco Brands, Inc. (a Nevada corporation) IRREVOCABLE POWER OF ATTORNEY

Exhibit 3.1 IRREVOCABLE POWER OF ATTORNEY by and among [NAME OF STOCKHOLDER] and George Stroesenreuther as Attorney-in-Fact, and Starco Brands, Inc. (a Nevada corporation) IRREVOCABLE POWER OF ATTORNEY WHEREAS: A. The undersigned stockholder (the “Selling Stockholder”) of Starco Brands, Inc., a Nevada corporation (the “Company”) wishes to offer shares of Common Stock of the Company (“Shares”) for

Escrow Services Agreement

Exhibit 8 Escrow Services Agreement This Escrow Services Agreement (this “Agreement”) is made and entered into as of [●] by and between Prime Trust, LLC (“Prime Trust” or “Escrow Agent”), Starco Brands, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2018 STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File Number) (IRS Employer o

-1-

Exhibit 99.1 -1- -2- -3- -4- -5- -6- -7-

-1-

EX-99.2 3 ex992.htm LICENSE AGREEMENT Exhibit 99.2 -1- -2- -3- -4- -5- -6- -7-

PRELIMINARY OFFERING CIRCULAR DATED DECEMBER 23, 2020 STARCO BRANDS, INC. 250 26th Street, Suite 200, Santa Monica, CA (323) 266 7111 [__] SHARES OF COMMON STOCK INCLUDING [__] SHARES TO BE SOLD BY SELLING SHAREHOLDERS SEE “SECURITIES BEING OFFERED”

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

EX1A-6 MAT CTRCT

Exhibit 6.3

EX1A-2A CHARTER

Exhibit 2.2

INSYNERGY PRODUCTS, INC Common Stock Purchase Warrant

Exhibit 3.2 WARRANT HOLDER: NUMBER OF WARRANT SHARES: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”) NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

BRAND LICENSE AGREEMENT

Exhibit 6.2 BRAND LICENSE AGREEMENT This License Agreement (“Agreement”), effective July 12, 2017 is entered into by Insynergy Products, Inc. DBA Starco Brands (hereinafter “LICENSOR”) and The Starco Group and its affiliates (hereinafter “LICENSEE”). RECITALS WHEREAS, Starco Brands creates, develops and owns brands, trade names and marketing data of consumer and commercial products, and; WHEREAS,

Broker-Dealer Agreement

Exhibit 6.1 Broker-Dealer Agreement This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Starco Brands, Inc. (“Client”), a Nevada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of August 4, 2020 (the “Effective Date”): Whereas,

License Agreement by and between Hearst Magazine Media, Inc. and Starco Brands, Inc. executed October 15, 2020, filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 20, 2020.

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1

Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2020 STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction of Incorporation) (Commission File Numb

License Agreement by and between Hearst Magazine Media, Inc. and Starco Brands, Inc. executed April 24, 2020, filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 20, 2020.

EX-99.2 3 ex992.htm EXHIBIT 99.2 Exhibit 99.2

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 Or [ ] TRANSITION REPORT

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to Commission file number: 0-54892 STARCO BRANDS, IN

Quarterly Report -

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 0-54892 STARCO BRANDS, INC (Exact name

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2020 STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File Number) (IRS Employer o

Memorandum of Understanding Regarding the Launch of Breathe Hand Sanitizer, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on June 12, 2020.

EX-10.1 2 ex101.htm MATERIAL CONTRACT -1- -2-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2020 STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdiction (Commission File Number) (IRS Employer of

Quarterly Report - QTR. REPORT - MARCH 31, 2020

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, 2020 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (Exact name of registrant as specified in its charter) Ne

Current Report

8-K 1 stcb04152020form8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2020 STARCO BRANDS, INC. (Exact name of Company as specified in its charter) Nevada 000-54892 27-1781753 (State or other jurisdic

Starco Brands, Inc. Shareholder Update Company's float reaches approximately 5,000,000 shares.

EX-99.1 2 ex991.htm PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE 4/14/2020 Starco Brands, Inc. Shareholder Update Company's float reaches approximately 5,000,000 shares. (SANTA MONICA, CA – April 14th, 2020) Starco Brands, Inc. (OTCQB I STCB or the “Company”) mission is to create cutting edge and behavior changing consumer technologies and brands while creating safe and environmentally friendl

STCB / Starco Brands, Inc. 10-K - Annual Report - YEAR END REPORT -DEC. 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (Exact name of registrant as specified

STCB / Starco Brands, Inc. NT 10-K - - NOTIFICATION OF LATE FILING

NT 10-K 1 stcb03302020nt10k.htm NOTIFICATION OF LATE FILING (Check One): x Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54892 For Period Ended December 31, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [

ISYG / Insynergy Products, Inc. 10-Q - Quarterly Report - QTR. REPORT- SEPT 30, 2019

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 SEPTEMBER 30, 2019 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (Exact name of registrant as specified in its charter

ISYG / Insynergy Products, Inc. 10-Q - Quarterly Report - QTR. REPORT JUNE 30, 2019

10-Q 1 stcb08122019form10qjune.htm QTR. REPORT JUNE 30, 2019 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 JUNE 30, 2019 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, I

ISYG / Insynergy Products, Inc. 10-Q Quarterly Report QTR. REPORT-MARCH 31, 2019

10-Q 1 stcb05142019form10qmarch.htm QTR. REPORT-MARCH 31, 2019 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, 2019 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS

ISYG / Insynergy Products, Inc. YEAR END REPORT-DEC. 2018 (Annual Report)

10-K 1 stcb03282019form10k.htm YEAR END REPORT-DEC. 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892

ISYG / Insynergy Products, Inc. QTR. REPORT- SEPT. 30, 2018 (Quarterly Report)

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 SEPTEMBER 30, 2018 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (Exact name of registrant as specified in its charter

ISYG / Insynergy Products, Inc. QTR. REPORT-JUNE 30, 2018 (Quarterly Report)

10-Q 1 stcb08102018form10q.htm QTR. REPORT-JUNE 30, 2018 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 JUNE 30, 2018 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (

ISYG / Insynergy Products, Inc. QTR. REPORT-MRCH 31, 2018 (Quarterly Report)

10-Q 1 stcb05102018form10qmarch.htm QTR. REPORT-MRCH 31, 2018 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, 2018 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS,

ISYG / Insynergy Products, Inc. NOTIFICATION OF LATE FILING

NT 10-Q 1 stcb05182018nt10q.htm NOTIFICATION OF LATE FILING (Check One): x Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54892 For Period Ended March 31, 2018 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

STARCO BRANDS REPORTS 2017 FINANCIAL RESULTS - Strong sequential growth in fourth quarter caps 2017 reorganization - - World class team and new business model set stage for significant growth in 2018 -

STARCO BRANDS REPORTS 2017 FINANCIAL RESULTS - Strong sequential growth in fourth quarter caps 2017 reorganization - - World class team and new business model set stage for significant growth in 2018 - (SANTA MONICA, CA – April 2, 2018) – Starco Brands (OTC: STCB) reported financial results for the fourth quarter and full year ended December 31, 2017 as the Company resets for its first full year under the new business model in 2018.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 2, 2018 Date of Report (Date of earliest event reported) STARCO BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54892 (Commission File Number) 27-178

ISYG / Insynergy Products, Inc. YEAR END REPORT (Annual Report)

10-K 1 stcb03292018form10k.htm YEAR END REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRA

Changes in Control of Registrant, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 2, 2018 Date of Report (Date of earliest event reported) STARCO BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54892 (Commission File Number) 27-178

ISYG / Insynergy Products, Inc. DEFLNITIVE INFO STATEMENT

DEF 14C 1 stcb01292018def14c.htm DEFLNITIVE INFO STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ X ] De

ISYG / Insynergy Products, Inc. PRELIMINARY INFO. STATEMENT

PRE 14C 1 stcb01162018pre14c.htm PRELIMINARY INFO. STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRELIMINARY SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ X ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5

ISYG / Insynergy Products, Inc. QTR. REPORT- SEPT. 2017 (Quarterly Report)

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 SEPTEMBER 30, 2017 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 STARCO BRANDS, INC (Exact name of registrant as specified in its charter

Certificate of Amendment to the Articles of Incorporation of the Company, filed as Exhibit 3(i).2 to the Company's Quarterly Report on Form 10-Q filed with the Commission on November 13, 2017.

EX-3.2 2 ex3i2.htm AMENDED ARTICLES OF INC. Exhibit 3(i).2

Insynergy Products DEFLNITIVE INFO STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ X ] Definitive Information Statement STARCO BRANDS, INC. (Name of

Insynergy Products PRELIMINARY INFO. STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [Preliminary] SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ X ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement STARCO BRANDS,

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

8-K 1 stcb091420178k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 7, 2017 Date of Report (Date of earliest event reported) STARCO BRANDS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-54892 (C

Changes in Control of Registrant, Unregistered Sales of Equity Securities

8-K 1 isyg082520178k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 25, 2017 Date of Report (Date of earliest event reported) INSYNERGY PRODUCTS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorpora

Insynergy Products DEFINITIVE INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ X ] Definitive Information Statement INSYNERGY PRODUCTS, INC. (Na

ISYG / Insynergy Products, Inc. QTR. REPORT-JUNE 30, 2017 (Quarterly Report)

10-Q 1 isyg09102017june10q.htm QTR. REPORT-JUNE 30, 2017 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 JUNE 30, 2017 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-54892 INSYNERGY PRODUCTS,

Insynergy Products PRELIMINARY INFO STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [Preliminary] SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ X ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement INSYNERGY PROD

Insynergy Products AMENDED QTR. REPORT- MARCH 31, 2017 (Quarterly Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 [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 speci