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 |