Stemtech (STEK) 10-Q 19 Nov 21 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 19, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	333-172172
Entity Registrant Name	Stemtech Corp
Entity Central Index Key	0001511820
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	10370 USA Today Way
Entity Address, City or Town	Miramar
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33025
City Area Code	954
Local Phone Number	715-6000
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	GNTW
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		44,509,907

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash and cash equivalents	$ 1,598,143	$ 133,065
Accounts receivable, net	12,136	25,822
Inventory, net	158,730	198,627
Prepaid expenses and other current assets	372,125	215,586
TOTAL CURRENT ASSETS	2,141,134	573,100
PROPERTY AND EQUIPMENT
Property and equipment, net	269,740	243,336
Less: accumulated depreciation	(231,956)	(189,112)
Furniture and fixtures, net	37,784	54,224
OTHER ASSETS
Intangible assets, net	3,509,603	3,816,086
Other long term assets	8,053	8,053
Long term deposits	44,043	18,874
Operating lease right-of-use assets - net	68,409	71,775
Goodwill	467,409	467,409
Total other assets	4,097,517	4,382,197
TOTAL ASSETS	6,276,435	5,009,521
CURRENT LIABILITIES
Accounts payable and accrued expenses	2,743,502	2,420,217
Accrued payroll	402,137	401,028
Operating lease liabilities - current	73,271	75,651
Notes payable, net of discount	657,452	759,805
Notes payable—related parties		35,000
Common stock payable	363,479
Derivative liabilities	2,096,424
Other liabilities	125,594	31,686
TOTAL CURRENT LIABILITIES	6,461,859	3,723,387
LONG TERM LIABILITIES
Notes payable - long term	276,106	18,138
Derivative liabilities - long term	3,971,305
TOTAL LONG TERM LIABILITIES	4,247,411	18,138
TOTAL LIABILITIES	10,709,270	3,741,525
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock - $0.001 par value; 200,000,000 shares authorized; 38,448,240 and 34,256,497 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	38,448	101,199
Additional paid in capital	9,101,993	8,202,610
Accumulated deficit	(12,246,812)	(6,008,855)
Non-controlling interest	(641,205)	(616,208)
Accumulated other comprehensive income	(685,259)	(410,750)
TOTAL STOCKHOLDERS EQUITY (DEFICIT)	(4,432,835)	1,267,996
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 6,276,435	$ 5,009,521

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	38,448,240	34,256,497
Common stock, shares outstanding	38,448,240	34,256,497

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
NET SALES	$ 907,854	$ 1,059,453	$ 3,008,727	$ 3,210,738
Cost of goods sold	126,980	180,124	575,740	478,830
Freight-in	(548)	3,470		10,999
TOTAL COST OF GOODS SOLD	126,432	183,594	575,740	489,829
GROSS PROFIT	781,422	875,859	2,432,987	2,720,909
COST OF OPERATIONS
Commissions	133,492	258,064	375,074	826,364
Selling and marketing	93,316	133,359	304,276	382,425
General and administrative	1,290,374	229,472	3,142,700	2,086,029
TOTAL OPERATING EXPENSES	1,517,182	620,895	3,822,050	3,294,818
LOSS FROM OPERATIONS	(735,760)	254,964	(1,389,063)	(573,909)
OTHER INCOME (EXPENSE):
Other expenses, net	28,479	970	(38,930)	(29,409)
Interest expense	(7,322,599)	(26,654)	(7,545,189)	(91,889)
Change in fair value of derivative liabilities	2,710,228		2,710,228
Loss on disposal of assets				(105,709)
TOTAL OTHER EXPENSE	(4,583,892)	(25,684)	(4,873,891)	(227,007)
INCOME (LOSS) BEFORE INCOME TAXES	(5,319,652)	229,280	(6,262,954)	(800,916)
PROVISION FOR INCOME TAXES
NET INCOME (LOSS)	(5,319,652)	229,280	(6,262,954)	(800,916)
NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(10,262)	41,868	(24,997)	(767,948)
Net loss	$ (5,309,390)	$ 187,412	$ (6,237,957)	$ (32,968)
Net income (loss) per common share
Basic	$ (0.28)	$ 0.02	$ (0.47)	$ 0
Diluted	$ (0.28)	$ 0.02	$ (0.47)	$ 0
Shares used to compute loss per share
Basic	19,103,079	9,457,153	13,259,899	9,345,046
Diluted	19,103,079	9,457,153	13,259,899	9,345,046
Comprehensive loss
Change in foreign currency translation adjustments	$ (477,992)	$ (25,313)	$ (274,509)	$ (23,590)
Comprehensive loss available to common stockholders	$ (5,787,382)	$ 162,099	$ (6,512,466)	$ (56,558)

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Sub Total [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 540	$ 102,366	$ (300,882)		$ (197,976)		$ (197,976)
Balance, shares at Dec. 31, 2019	540,000
Effect of reverse merger transaction with Stemtech Corporation	$ 30,937	7,719,463	(4,791,276)	(412,473)	2,546,651	194,753	2,741,404
Effect of reverse merger transaction with Stemtech Corporation, shares	30,937,384
Stock based compensation	$ 1,434	208,566			210,000		210,000
Stock based compensation, shares	1,434,067
Stock issued for services	$ 1,953	284,047			286,000		286,000
Stock issued for services, shares	1,953,062
Cancellation of shares	$ (738)	(107,262)			(108,000)		(108,000)
Cancellatiion of shares, shares	(737,520)
Non-controlling interest						(767,948)	(767,948)
Foreign currency translation adjustment				(23,590)	(23,590)		(23,590)
Net loss			(32,968)		(32,968)		(32,968)
Ending balance, value at Sep. 30, 2020	$ 34,127	8,207,179	(5,125,126)	(436,063)	2,680,117	(573,195)	2,106,922
Balance, shares at Sep. 30, 2020	34,126,993
Beginning balance, value at Jun. 30, 2020	$ 540	102,366	(300,882)		(197,976)		(197,976)
Balance, shares at Jun. 30, 2020	540,000
Effect of reverse merger transaction with Stemtech Corporation	$ 31,053	7,736,347	(5,011,656)	(289,204)	2,466,540	(615,063)	1,851,477
Effect of reverse merger transaction with Stemtech Corporation, shares	31,053,475
Stock based compensation	$ 580	84,420			85,000		85,000
Stock based compensation, shares	580,456
Stock issued for services	$ 1,953	284,047			286,000		286,000
Stock issued for services, shares	1,953,062
Non-controlling interest						41,868	41,868
Foreign currency translation adjustment				(146,859)	(146,859)		(146,859)
Net loss			187,412		187,412		187,412
Ending balance, value at Sep. 30, 2020	$ 34,127	8,207,179	(5,125,126)	(436,063)	2,680,117	(573,195)	2,106,922
Balance, shares at Sep. 30, 2020	34,126,993
Beginning balance, value at Dec. 31, 2020	$ 540	102,366	(334,849)		(231,943)		(231,943)
Balance, shares at Dec. 31, 2020	540,000
Effect of reverse merger transaction with Stemtech Corporation	$ 34,246	7,914,766	(5,674,006)	(410,750)	1,864,256	(616,208)	1,248,048
Effect of reverse merger transaction with Stemtech Corporation, shares	34,246,497
Stock issued as debt discount	$ 154	462,365			462,519		462,519
Stock issued as debt discount	154,173
Stock based compensation	$ 1,855	382,149			384,004		384,004
Stock based compensation, shares	1,854,979
Stock issued for services	$ 1,653	240,347			242,000		242,000
Stock issued for services, shares	1,652,591
Non-controlling interest						(24,997)	(24,997)
Foreign currency translation adjustment				(274,509)	(274,509)		(274,509)
Net loss			(6,237,957)		(6,237,957)		(6,237,957)
Ending balance, value at Sep. 30, 2021	$ 38,448	9,101,993	(12,246,812)	(685,259)	(3,791,630)	(641,205)	(4,432,835)
Balance, shares at Sep. 30, 2021	38,448,240
Beginning balance, value at Jun. 30, 2021	$ 540	153,542	(402,009)		(247,927)		(247,927)
Balance, shares at Jun. 30, 2021	540,000
Effect of reverse merger transaction with Stemtech Corporation	$ 36,753	8,228,088	(6,535,413)	(207,267)	1,522,161	(630,943)	891,218
Effect of reverse merger transaction with Stemtech Corporation, shares	36,752,700
Stock issued as debt discount	$ 154	462,364			462,518		462,518
Stock issued as debt discount	154,173
Stock based compensation	$ 1,001	257,999			259,000		259,000
Stock based compensation, shares	1,001,367
Non-controlling interest						(10,262)	(10,262)
Foreign currency translation adjustment				(477,992)	(477,992)		(477,992)
Net loss			(5,309,390)		(5,309,390)		(5,309,390)
Ending balance, value at Sep. 30, 2021	$ 38,448	$ 9,101,993	$ (12,246,812)	$ (685,259)	$ (3,791,630)	$ (641,205)	$ (4,432,835)
Balance, shares at Sep. 30, 2021	38,448,240

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
OPERATING ACTIVITIES
Net loss	$ (6,262,954)	$ (800,916)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	324,230	422,165
Stock compensation expense	626,004
Amortization of debt discount	138,897	(11,449)
Amortization of right of use asset	3,366	116,143
Change in fair value of derivative liabilities	(2,710,228)
Non-cash interest expense from issuance on debt (derivative)	7,179,831
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	13,686	37,401
Inventory	39,897	145,741
Prepaid expenses and other current assets	(42,092)	22,671
Accounts payable and accrued expenses	256,194	75,584
Accrued payroll	1,109	(32,767)
Other assets, net		(6,810)
Long term deposits	(25,169)	(9,075)
Operating lease liabilities	(2,380)	(109,144)
Other liabilities	93,908	27,346
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(365,701)	(123,110)
INVESTING ACTIVITIES
Purchase of property and equipment	878	(1,825)
NET CASH USED IN INVESTING ACTIVITIES	878	(1,825)
FINANCING ACTIVITIES
Proceeds from note payable	2,638,615
Cash received in recapitalization transaction	693
Repayment of note payable	(534,898)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	2,104,410
Effects of currency translation on cash and cash equivalents	203,483	123,269
Net increase (decrease) in cash and cash equivalents	1,465,078	(141,715)
Cash and cash equivalents, beginning of period	133,065	250,255
Cash and cash equivalents, end of period	1,598,143	108,540
Supplemental Disclosure of Cash Flow Information
Shares issued as debt discount	$ 462,519

Organization and Basis of Prese

Organization and Basis of Presentation	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Basis of Presentation	Note 1 – Organization and Basis of Presentation Globe Net Wireless Corp. and its Subsidiaries (collectively, the “Company”) was incorporated in the State of Nevada, USA on September 4, 2009 under the name Globe Net Wireless Corp. (“Globe Net” or “GNTW”). Stemtech is a global network marketing company that develops science-based products that it believes supports wellness by helping the body maintain healthy stem cell physiology, also known as stem cell enhancers. Known as the Stem Cell Nutrition Company®, the Company is a pioneer in stem cell science, and believes it can demonstrate that adult stem cells function as the natural renewal system of the body. The Company believes our products enhance and support the work of the body’s stem cells by releasing more stem cells, helping to circulate them in the blood and migrate them into tissues, where they can perform their daily function of renewal for optimal health. Our Mission is to enhance wellness and prosperity around the world. These products are marketed internationally by the Companies subsidiaries and through independent distributors. The Company markets its products under the following brands: RCM System, stemrelease3™, Stemflo® MigraStem™, DermaStem®, DermaStem Lift, OraStem® (Oral Health Care), and D-Fuze™. On August 19, 2021, Stemtech Corporation (“Stemtech”), a (Delaware corporation), entered into a Merger Agreement (the “Merger Agreement”) with Globe Net Wireless Corp. (“Globe Net” or “GNTW”). The merger is accounted for as a reverse acquisition and capitalization in accordance with the Financial Accounting Standards Board (ASC 805, Business Combinations). Management evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the merger and concluded, based on a consideration of the pertinent facts and circumstances, that Stemtech acquired Globe Net for financial accounting purposes. On November 9, 2021, the Company changed its fiscal year end date from August to December. Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. All intercompany accounts and transactions have been eliminated in consolidation. 1. Stemtech HealthSciences Corp (U.S.A.) (“Stemtech HealthSciences”) 2. Stemtech Canada, Inc. (Canada) 3. Stemtech Health Sciences S. de R.L. de C.V. (Mexico) 4. Stemtech Services SARL de C.V. (Mexico) (“Stemtech Mexico”) 5. Stemtech Malaysia Holdings Sdn. Bhd. (Malaysia) 6. Stemtech Malaysia Sdn. Bhd. (Malaysia) 7. Stemtech Taiwan Holding, Inc. (U.S.A.) 8. Tecrecel S.A. (Ecuador) In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position and results of operations of the Company. These consolidated financial statements and notes thereto are unaudited and should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020, as found in the Company’s audited financial statements on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 20, 2021.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Going Concern The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. The Company has experienced recurring net losses and negative cash flows from operations since inception and has an accumulated deficit of approximately $ 12.2 1.9 The Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements depends on its ability to execute its business plan, increase revenue, and reduce expenditures. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents The Company considers all highly liquid temporary investments purchased with original maturities of three months or less at the date of purchase to be cash equivalents. The Company has no cash equivalents as of September 30, 2021. The Company maintains certain cash balances at several institutions located outside the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk. Inventory Inventory comprised of finished goods, work in process and raw materials are valued at the lower of cost or market, using the “first-in, first-out” method in determining cost. Management evaluates the allowance for inventory obsolescence on a regular basis and has determined that no allowance for slow moving or obsolete inventory is necessary on September 30, 2021. Revenue Recognition It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 “Revenues from Contracts with Customers.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation (See Note 8 for disaggregated revenues). Revenues from direct retail sales to consumers and revenues from independent distributors occurs when title and risk of loss had passed, which generally occurs at the time the products are shipped. Revenues are recorded net of estimated sales returns and allowances. Allowances for product returns are provided at the time the sale is recorded. This liability is based upon historic return rates and the relevant return pattern, which reflects anticipated returns to be received over a period of up to 12 months following the original sale. As of September 30, 2021, the Company had a reserve for sales returns of approximately $ 11,525 Comprehensive Loss Other comprehensive loss in the accompanying consolidated financial statements relates to unrealized foreign currency translation adjustments. Foreign Currency Translation A portion of the Company’s business operations occur outside the United States. The local currency of each of the Company’s subsidiaries is generally its functional currency. All assets and liabilities are translated into U.S. Dollars at exchange rates existing at the balance sheet dates, revenue and expenses are translated at weighted-average exchange rates and stockholders’ equity is recorded at historical exchange rates. The resulting foreign currency translation adjustments are recorded as a separate component of stockholders’ equity in the consolidated balance sheets and as a component of comprehensive income. Transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive income. Net Loss per Common Share, basic The Company has adopted Accounting Standards Codification (“ASC”) subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share (EPS) information. Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution of securities that could share in the earnings or losses of the entity.

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
Notes Payable	Note 3 – Notes Payable During the quarter ended September 30, 2021, the Company issued an aggregate of $ 2,423,738 8% 12% 6,067,729 154,173 2,400,000 3.00 Schedule of Notes and Interest Payable As of Short term debt $ 657,452 Long term debt 276,106 Total $ 933,558

Derivative Liabilities

Derivative Liabilities	9 Months Ended
	Sep. 30, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liabilities	Note 4 – Derivative Liabilities The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period. Schedule of Derivative Liabilities Derivative Liability - Convertible Notes Derivative Liability - Warrants Total Balance as of December 31, 2020 $ — $ — $ — Change Due to Issuances 4,114,227 4,663,730.00 8,777,957 Change in fair value (886,310 ) (1,823,918 ) (2,710,228 ) Balance as of September 30, 2021 $ 3,227,917 $ 2,839,812 $ 6,067,729 A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the fair value of derivative liabilities during the quarter ended September 30, 2021 is as follows: Schedule of Fair Value of Derivative Liabilities Stock price $ 1.77 3.99 Contractual term (in years) 0.58 3.00 Volatility (annual) 48.6 60.3 % Risk-free rate 0.19 0.77 % The foregoing assumptions were reviewed quarterly and were subject to change based primarily on management’s assessment of the probability of the events described occurring.

Stockholders_ Equity

Stockholders’ Equity	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Stockholders’ Equity	Note 5 – Stockholders’ Equity Stock based compensation and Stock issued for services The Company issued 1,735,368 626,004 Shares issued as debt issuance costs During the nine months ending September 30, 2021, the Company issued 154,173 3.00 462,518

Legal Proceedings

Legal Proceedings	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings	Note 6 – Legal Proceedings In December 2018, PSIQ Inc. filed a lawsuit against the Company alleging non-payment of a combined loan in the amount of $ 150,000 On August 6, 2019, Ray Carter, the former CEO prior to the Company’s Bankruptcy, filed a lawsuit against the Company’s subsidiary Stemtech HealthSciences, alleging unpaid salary and vacation time dating to a period predating the Company’s current management team taking control. Mr. Carter’s claim is in the amount of $ 267,000 267,000 On August 30, 2019, the former CFO, filed a lawsuit against the Company’s subsidiary Stemtech HealthSciences for non-payment for unpaid vacation. This matter is now settled, and the Company has agreed to pay $ 114,000 On March 4, 2020, Canon Financial Services, Inc., filed a lawsuit against the company in a dispute over office machine leases. The Company settled this matter with Canon Financial Services for $ 32,000 In the opinion of management, the resolution of these matters, if any, will not have a material adverse impact on the Company’s financial position or results of operations.

Related Parties

Related Parties	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Parties	Note 7 – Related Parties Notes Payable and Accrued Interest – Related Parties On May 15, 2020, the Company received a $ 10,000 10,000 August 15, 2020 8.5 10,000 543 In addition, on December 10, 2020, the Company received a $ 25,000 25,000 December 10, 2021 8 25,000 117

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Note 8 – Income Taxes On December 22, 2017, the President of the United States of America signed tax reform legislation (the “2017 Tax Act”), which includes a broad range of tax reform affecting businesses, including corporate tax rates, business deductions, and international tax regulations. Among these changes, the 2017 Tax Act reduces the corporate tax rate from 35 21 The Mexican Tax Authorities have completed an Audit of Stemtech Mexico for 2013 fiscal year and have preliminarily assessed a $ 2.7 250,000 The Company accrued approximately $ 250,000

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events Pursuant to the Merger Agreement between Stemtech and Globe Net, the Company agreed to issue common stock to settle all outstanding notes payable of Globe Net. In October 2021 and November 2021, the Company issued an aggregate of 6,061,667 363,479

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Going Concern	Going Concern The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. The Company has experienced recurring net losses and negative cash flows from operations since inception and has an accumulated deficit of approximately $ 12.2 1.9 The Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements depends on its ability to execute its business plan, increase revenue, and reduce expenditures. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents	Cash and cash equivalents The Company considers all highly liquid temporary investments purchased with original maturities of three months or less at the date of purchase to be cash equivalents. The Company has no cash equivalents as of September 30, 2021. The Company maintains certain cash balances at several institutions located outside the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.
Inventory	Inventory Inventory comprised of finished goods, work in process and raw materials are valued at the lower of cost or market, using the “first-in, first-out” method in determining cost. Management evaluates the allowance for inventory obsolescence on a regular basis and has determined that no allowance for slow moving or obsolete inventory is necessary on September 30, 2021.
Revenue Recognition	Revenue Recognition It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 “Revenues from Contracts with Customers.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation (See Note 8 for disaggregated revenues). Revenues from direct retail sales to consumers and revenues from independent distributors occurs when title and risk of loss had passed, which generally occurs at the time the products are shipped. Revenues are recorded net of estimated sales returns and allowances. Allowances for product returns are provided at the time the sale is recorded. This liability is based upon historic return rates and the relevant return pattern, which reflects anticipated returns to be received over a period of up to 12 months following the original sale. As of September 30, 2021, the Company had a reserve for sales returns of approximately $ 11,525
Comprehensive Loss	Comprehensive Loss Other comprehensive loss in the accompanying consolidated financial statements relates to unrealized foreign currency translation adjustments.
Foreign Currency Translation	Foreign Currency Translation A portion of the Company’s business operations occur outside the United States. The local currency of each of the Company’s subsidiaries is generally its functional currency. All assets and liabilities are translated into U.S. Dollars at exchange rates existing at the balance sheet dates, revenue and expenses are translated at weighted-average exchange rates and stockholders’ equity is recorded at historical exchange rates. The resulting foreign currency translation adjustments are recorded as a separate component of stockholders’ equity in the consolidated balance sheets and as a component of comprehensive income. Transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive income.
Net Loss per Common Share, basic	Net Loss per Common Share, basic The Company has adopted Accounting Standards Codification (“ASC”) subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share (EPS) information. Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution of securities that could share in the earnings or losses of the entity.

Notes Payable (Tables)

Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
Schedule of Notes and Interest Payable	Schedule of Notes and Interest Payable As of Short term debt $ 657,452 Long term debt 276,106 Total $ 933,558

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	9 Months Ended
	Sep. 30, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Derivative Liabilities	Schedule of Derivative Liabilities Derivative Liability - Convertible Notes Derivative Liability - Warrants Total Balance as of December 31, 2020 $ — $ — $ — Change Due to Issuances 4,114,227 4,663,730.00 8,777,957 Change in fair value (886,310 ) (1,823,918 ) (2,710,228 ) Balance as of September 30, 2021 $ 3,227,917 $ 2,839,812 $ 6,067,729
Schedule of Fair Value of Derivative Liabilities	A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the fair value of derivative liabilities during the quarter ended September 30, 2021 is as follows: Schedule of Fair Value of Derivative Liabilities Stock price $ 1.77 3.99 Contractual term (in years) 0.58 3.00 Volatility (annual) 48.6 60.3 % Risk-free rate 0.19 0.77 %

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Accumulated deficit	$ 12,246,812	$ 6,008,855
Working capital deficiency	1,900,000
Accounts Payable and Accrued Liabilities [Member]
Reserve for sales returns	$ 11,525

Schedule of Notes and Interest

Schedule of Notes and Interest Payable (Details)	Dec. 31, 2020USD ($)
Debt Disclosure [Abstract]
Short term debt	$ 657,452
Long term debt	276,106
Total	$ 933,558

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Convertible Notes Payable [Member]
Short-term Debt [Line Items]
Convertible notes payable	$ 2,423,738
Derivative fair value liability	$ 6,067,729
Issuance of common stock, shares	154,173
Warrants granted	2,400,000
Common Stock, Par or Stated Value Per Share	$ 3
Convertible Notes Payable [Member] | Minimum [Member]
Short-term Debt [Line Items]
Debt instrument Interest rate stated percentage	8.00%
Convertible Notes Payable [Member] | Maximum [Member]
Short-term Debt [Line Items]
Debt instrument Interest rate stated percentage	12.00%

Schedule of Derivative Liabilit

Schedule of Derivative Liabilities (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Short-term Debt [Line Items]
Balance as of December 31, 2020
Change Due to Issuances			8,777,957
Change in fair value	$ (2,710,228)		(2,710,228)
Balance as of September 30, 2021	6,067,729		6,067,729
Warrant [Member]
Short-term Debt [Line Items]
Balance as of December 31, 2020
Change Due to Issuances			4,663,730
Change in fair value			(1,823,918)
Balance as of September 30, 2021	2,839,812		2,839,812
Convertible Notes [Member]
Short-term Debt [Line Items]
Balance as of December 31, 2020
Change Due to Issuances			4,114,227
Change in fair value			(886,310)
Balance as of September 30, 2021	$ 3,227,917		$ 3,227,917

Schedule of Fair Value of Deriv

Schedule of Fair Value of Derivative Liabilities (Details)	9 Months Ended
	Sep. 30, 2021
Minimum [Member]
Derivative [Line Items]
Contractual term	6 months 29 days
Maximum [Member]
Derivative [Line Items]
Contractual term	3 years
Measurement Input, Share Price [Member] | Minimum [Member]
Derivative [Line Items]
Derivative liability	1.77
Measurement Input, Share Price [Member] | Maximum [Member]
Derivative [Line Items]
Derivative liability	3.99
Measurement Input, Price Volatility [Member] | Minimum [Member]
Derivative [Line Items]
Derivative liability	48.6
Measurement Input, Price Volatility [Member] | Maximum [Member]
Derivative [Line Items]
Derivative liability	60.3
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Derivative [Line Items]
Derivative liability	0.19
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Derivative [Line Items]
Derivative liability	0.77

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Aggregate fair value of shares issued		$ 286,000	$ 242,000	$ 286,000
Shares issued as debt issuance, value	$ 462,518		$ 462,519
Officers And Vendors [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Share issued during period			1,735,368
Aggregate fair value of shares issued			$ 626,004
Lender [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Shares issued as debt issuance cost			154,173
Share issued price per share	$ 3		$ 3
Shares issued as debt issuance, value			$ 462,518

Legal Proceedings (Details Narr

Legal Proceedings (Details Narrative) - USD ($)	Mar. 04, 2020	Aug. 30, 2019	Aug. 06, 2019	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Non payment of the amount						$ 150,000
Claim amount			$ 267,000
Accrued salary				$ 267,000	$ 267,000
Payment of settlement for nonpayment		$ 114,000
Settlement expense	$ 32,000

Related Parties (Details Narrat

Related Parties (Details Narrative) - USD ($)	Dec. 10, 2020	May 15, 2020	Dec. 31, 2020
Promissory Note [Member]
Related Party Transaction [Line Items]
Debt face amount	$ 25,000	$ 10,000
Maturity date	Dec. 10, 2021	Aug. 15, 2020
Interest rate	8.00%	8.50%
Meyer Note [Member]
Related Party Transaction [Line Items]
Debt face amount			$ 10,000
Debt interest amount			543
Amold Note [Member]
Related Party Transaction [Line Items]
Debt face amount			25,000
Debt interest amount			$ 117
John W Meyer [Member]
Related Party Transaction [Line Items]
Loan from related party		$ 10,000
Charles Amold [Member]
Related Party Transaction [Line Items]
Loan from related party	$ 25,000

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	Dec. 22, 2017	Sep. 30, 2021	Dec. 31, 2018
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Tax liability		$ 2,700,000
Tax assessment amount		$ 250,000
Accrued income tax			$ 250,000
Maximum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Corporate income tax rate	35.00%
Minimum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Corporate income tax rate	21.00%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended
	Nov. 30, 2021	Oct. 31, 2021	Sep. 30, 2021	Sep. 30, 2021
Subsequent Event [Line Items]
Issuance of common stock, value			$ 462,518	$ 462,519
Subsequent Event [Member]
Subsequent Event [Line Items]
Issuance of common stock, shares	6,061,667	6,061,667
Issuance of common stock, value	$ 363,479	$ 363,479