Cover
Cover - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Mar. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | FY | |
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 Tax Identification Number | 87-2151440 | |
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 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 32,602,854 | |
Entity Common Stock, Shares Outstanding | 44,685,673 | |
ICFR Auditor Attestation Flag | true | |
Auditor Firm ID | 76 | |
Auditor Name | Turner, Stone & Company, L.L.P | |
Auditor Location | Dallas, TX |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 828,206 | $ 133,065 |
Accounts receivable, net | 10,720 | 25,822 |
Inventory, net | 436,405 | 198,627 |
Prepaid expenses and other current assets | 324,708 | 215,586 |
Total current assets | 1,600,039 | 573,100 |
Non-current assets: | ||
Property and equipment, net | 266,904 | 243,336 |
Less: accumulated depreciation | (233,736) | (189,112) |
Furniture and fixtures, net | 33,168 | 54,224 |
Intangible assets, net | 3,406,714 | 3,816,086 |
Goodwill | 467,409 | 467,409 |
Operating lease right-of-use assets – net | 174,100 | 71,775 |
Long term deposits | 38,692 | 18,874 |
Other long-term assets | 8,053 | |
Total other assets | 4,086,915 | 4,382,197 |
Total assets | 5,720,122 | 5,009,521 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,050,798 | 2,852,931 |
Notes payable, net of discount | 1,055,910 | 759,805 |
Notes payable - related parties | 35,000 | |
Operating lease liabilities - current | 55,745 | 75,651 |
Derivative liabilities | 4,224,585 | |
Total current liabilities | 9,387,038 | 3,723,387 |
Non-current liabilities: | ||
Notes payable - noncurrent | 219,465 | 18,138 |
Operating lease liabilities - noncurrent | 119,065 | |
Total non-current liabilities | 338,530 | 18,138 |
Total liabilities | 9,725,568 | 3,741,525 |
Commitments and contingencies (Note 10) | ||
Stockholders’ (deficit) equity | ||
Common stock, $0.001 par value: 200,000,000 shares authorized; 44,685,673 and 34,246,498 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 44,685 | 34,246 |
Additional paid in capital | 10,116,296 | 8,269,563 |
Accumulated deficit | (13,086,318) | (6,008,855) |
Non-controlling interest | (649,854) | (616,208) |
Accumulated other comprehensive loss | (430,255) | (410,750) |
Total stockholders’ (deficit) equity | (4,005,446) | 1,267,996 |
Total liabilities and stockholders’ equity | $ 5,720,122 | $ 5,009,521 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 44,685,673 | 34,246,498 |
Common Stock, Shares, Outstanding | 44,685,673 | 34,246,498 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 4,321,245 | $ 4,384,507 |
Cost of goods sold | 1,011,270 | 690,480 |
Freight-in | 11,890 | 24,672 |
Total cost of goods sold | 1,023,160 | 715,152 |
Gross profit | 3,298,085 | 3,669,355 |
Operating expenses: | ||
Commissions | 1,014,721 | 1,122,489 |
Selling and marketing | 739,855 | 547,762 |
General and administrative | 4,753,780 | 3,430,153 |
Research and development | 750 | |
Total operating expenses | 6,508,356 | 5,101,154 |
Loss from operations | (3,210,271) | (1,431,799) |
Other income (expense): | ||
Interest expense | (8,330,201) | (158,741) |
Change in fair value of derivative liabilities | 4,553,372 | |
Other expenses, net | (124,009) | (31,474) |
Loss on disposal of assets | (105,709) | |
Total other expense | (3,900,838) | (295,924) |
Loss before income taxes | (7,111,109) | (1,727,723) |
Provision for income taxes | (65) | |
Net loss | (7,111,109) | (1,727,658) |
Net loss attributable to noncontrolling interests | (33,646) | (810,961) |
Net loss available to common stockholders | $ (7,077,463) | $ (916,697) |
Net loss per common share | ||
Basic | $ (0.19) | $ (0.10) |
Diluted | $ (0.19) | $ (0.10) |
Shares used to compute loss per share | ||
Basic | 37,616,052 | 9,315,185 |
Diluted | 37,616,052 | 9,315,185 |
Comprehensive loss | ||
Net loss | $ (7,077,463) | $ (916,697) |
Change in foreign currency translation adjustments | (19,505) | 1,723 |
Comprehensive loss available to common stockholders | $ (7,096,968) | $ (914,974) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Deficit) - 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) | ||
Beginning balance, shares at Dec. 31, 2019 | 540,000 | ||||||
Effect of reverse merger transaction with Stemtech Corporation | $ 30,630 | 7,719,771 | (4,791,276) | (412,473) | 2,546,652 | 194,753 | 2,741,405 |
Effect of reverse merger transaction with Stemtech Corporation, shares | 30,630,085 | ||||||
Stock based compensation | $ 1,861 | 270,641 | 272,502 | 272,502 | |||
Stock based compensation, shares | 1,860,872 | ||||||
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) | |||
Cancellation of shares | (737,520) | ||||||
Non-controlling interest | (810,961) | (810,961) | |||||
Foreign currency translation adjustment | 1,723 | 1,723 | 1,723 | ||||
Net loss | (916,697) | (916,697) | (916,697) | ||||
Ending balance, value at Dec. 31, 2020 | $ 34,246 | 8,269,563 | (6,008,855) | (410,750) | 1,884,204 | (616,208) | 1,267,996 |
Ending balance, shares at Dec. 31, 2020 | 34,246,498 | ||||||
Effect of reverse merger transaction with Stemtech Corporation | $ 539 | (539) | |||||
Effect of reverse merger transaction with Stemtech Corporation, shares | 540,000 | ||||||
Stock based compensation | $ 2,031 | 787,143 | 789,173 | 789,173 | |||
Stock based compensation, shares | 2,030,744 | ||||||
Stock issued for services | $ 1,653 | 240,347 | 242,000 | 242,000 | |||
Stock issued for services, shares | 1,652,591 | ||||||
Non-controlling interest | (33,646) | (33,646) | |||||
Foreign currency translation adjustment | (19,505) | (19,505) | (19,505) | ||||
Net loss | (7,077,463) | (7,077,463) | (7,077,463) | ||||
Stock issued as debt discount | $ 154 | 462,365 | 462,519 | 462,519 | |||
Stock issued as debt discount, shares | 154,173 | ||||||
Stock issued upon acquisition of Globe Net | $ 6,062 | 357,417 | 363,479 | 363,479 | |||
Stock issued upon acquisition of Globe Net, shares | 6,061,667 | ||||||
Ending balance, value at Dec. 31, 2021 | $ 44,685 | $ 10,116,296 | $ (13,086,318) | $ (430,255) | $ (3,355,592) | $ (649,854) | $ (4,005,446) |
Ending balance, shares at Dec. 31, 2021 | 44,685,673 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||
Net loss | $ (7,111,109) | $ (1,727,658) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 428,586 | 430,280 |
Stock compensation expense | 1,031,173 | 450,500 |
Amortization of debt discount | 602,787 | 11,000 |
Amortization of right of use asset | (102,325) | 126,123 |
Change in fair value of derivative liabilities | (4,553,372) | |
Non-cash interest expense from issuance on debt (derivative) | 6,816,739 | |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | 15,102 | 43,092 |
Inventory | (237,778) | 132,707 |
Prepaid expenses and other current assets | (109,122) | 1,598 |
Accounts payable and accrued expenses | 1,217,831 | 406,423 |
Accrued payroll | (43,056) | |
Other assets, net | 8,053 | |
Long term deposits | (19,818) | (8,075) |
Operating lease liabilities | 99,159 | (118,668) |
Other liabilities | 29,018 | |
Net cash used in operating activities | (1,914,093) | (266,716) |
Investing activities: | ||
Purchase of property and equipment | (11,599) | |
Net cash used in investing activities | (11,599) | |
Financing activities: | ||
Proceeds from note payable | 3,321,969 | 528,500 |
Proceeds from note payable - related parties | (35,000) | 35,000 |
Repayment of note payable | (658,230) | (404,098) |
Cash received in recapitalization transaction | ||
Proceeds from the issuance of common stock | ||
Net cash provided by financing activities | 2,628,739 | 159,402 |
Effects of currency translation on cash | (19,505) | 1,723 |
Net increase (decrease) in cash | 695,141 | (117,190) |
Cash, beginning of period | 133,065 | 250,255 |
Cash and cash equivalents, end of period | 828,206 | 133,065 |
Supplemental Disclosure of Cash Flow Information | ||
Shares issued as debt discount | $ 462,519 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 – Organization 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 recapitalization 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. The consolidated financial statements include the accounts of Stemtech Corporation (Parent) and its eight (8) subsidiaries: 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) |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and considering the requirements of the United States Securities and Exchange Commission (“SEC”). The Company has a fiscal year with a December 31 year end. All intercompany accounts and transactions have been eliminated in consolidation. Going Concern The accompanying consolidated 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 consolidated 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 $ 13 million and a working capital deficiency of approximately $ 7.8 million at December 31, 2021. The Company has funded its activities to date almost exclusively from debt and equity financings. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will continue to require substantial funds to implement its new investment acquisition plans. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock offerings, and issuances of debt and convertible debt instruments. 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 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 December 31, 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 December 31, 2021 and 2020. Property and Equipment, net Property and equipment, net including any major improvements, are recorded at historical cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, generally as follows: Schedule of Property, Plant and Equipment Estimated Life Computers and technological assets 3 5 Furniture and fixtures 3 5 Machinery and equipment 5 10 Impairment of Long-Lived Assets The Company assesses, on an annual basis, the recoverability of the carrying amount of intangible assets and long-lived assets used in continuing operations. A loss is recognized when expected future cash flows (undiscounted and without interest) are less than the carrying amount of the asset. The impairment loss is determined as the difference by which the carrying amount of the asset exceeds its fair value. The Company evaluated its long-lived assets for any indications of impairment. The Company concluded that there was no impairment, however there can be no assurance that market conditions will not change or demand for the Company’s products will continue which could result in impairment of long-lived assets in the future. 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 9 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 December 31, 2021 and 2020, the Company had a reserve for sales returns of approximately $ 23,000 21,000 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 Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. For the years ended December 31, 2021 and 2020, the dilutive effect of common stock options and common stock warrants has not been included in the average shares outstanding for the calculation of net loss per share as the effect would be anti-dilutive as a result of our net losses in these periods. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3 – Inventory Inventory consists of the following components: Schedule of inventory December 31, December 31, 2020 2020 Finished goods $ 249,659 $ 123,957 Work in process - 29,027 Raw materials 186,746 45,643 Total Inventory $ 436,405 $ 198,627 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 4 – Intangible Assets On May 7, 2018, Stemtech Corporation purchased the assets of Stemtech International, Inc. (the “Former Parent Company”), out of a Chapter 7 Bankruptcy for $ 400,000 and assumed a $ 4,000,000 note from RBCD Holdings Inc (formerly RBCD Holding LLC) (“RBCD Holdings”), a related party owned by the Company’s Directors, purchased an outstanding note at its face value of $ 4,000,000 from the Opus Bank (the “Opus Note”) and subsequently converted in 2019 into 2,000,000 shares of the Company’s common stock of which 250,000 Pursuant to a bankruptcy decree, the Company paid $ 400,000 4,000,000 100 Fair Value of the Acquired Assets The Company accounted for the acquisitions as business combinations using the purchase method of accounting as prescribed in Accounting Standards Codification 805, Business Combinations (“ASC 805”) and ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”). In accordance with ASC 805 and ASC 820, the Company used its best estimates and assumptions to accurately assign fair value to the tangible assets acquired, identifiable intangible assets and liabilities assumed as of the acquisition dates. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The following table summarizes the allocation of purchase price of the acquisition Schedule of Purchase Price of The Acquistion Tangible Assets Acquired: Allocation Cash and cash equivalents $ 160,149 Inventory 480,783 Prepaid Expenses 71,160 Other Current Assets 421,068 Property and equipment, net 97,268 Other Non-Current Assets 497,511 Accounts payable and Accrued liabilities (2,274,875 ) Notes payable (126,498 ) Net Tangible Assets Acquired $ (673,434 ) Non-Controlling interest, net of proceeds: Non-controlling interest (306,175 ) Intangible Assets Acquired: Licenses & Trademarks 1,106,000 Patent Products 2,344,900 Customer/Distribution List 1,461,300 Total Fair Value of Assets Acquired $ 3,932,591 Consideration: Cash 400,000 Assumption of Note Payable 4,000,000 Goodwill $ 467,409 The excess purchase price has been recorded as goodwill in the amount of $ 467,409 The components of the acquired intangible assets were as follows: Schedule of Acquired Intangible Assets Fair Average Value Estimated Life Patent Products $ 2,344,900 14 Licenses & Trademarks 1,106,000 Indefinite Customer/Distribution List 1,461,300 6 Total $ 4,912,200 |
Operating Lease Commitments
Operating Lease Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Operating Lease Commitments | |
Operating Lease Commitments | Note 5 – Operating Lease Commitments On August 16, 2021, the Company extended its office space lease with Sunbeam Properties Inc. to rent approximately 5,000 The following table presents information about the amount and timing of liabilities arising from the Company’s operating lease as of December 31, 2021: Schedule of Operating Lease Liabilities Maturity of operating lease liabilities for the following fiscal years: 2022 70,743 2023 73,572 2024 56,818 2025 - Thereafter - Total undiscounted finance lease payments $ 201,133 Less: Imputed interest 26,323 Present value of finance lease liabilities 174,810 The Company’s operating leases do not provide an implicit rate that can readily be determined. Therefore, the Company uses a discount rate based on its incremental borrowing rate, which is determined using the average of borrowing rates explicitly stated in the Company’s convertible debt. The Company’s weighted-average remaining lease term relating to its operating leases is 2.75 10 The Company incurred lease expense for its operating leases of $ 105,673 140,130 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable Schedule of Notes Payable As of December 31, 2021 2020 Secured Royalty Participation Agreements (1) $ 150,000 $ 150,000 Vehicle and equipment loans (2) 18,123 23,467 Notes payable, net of discount (3)(4)(5)(6) 1,107,252 500,000 Notes payable - related party (7) - 35,000 Non-recourse payable agreements (8) - 104,476 Total notes payable, net of discount $ 1,275,375 $ 812,943 (1) During June 2018, the Company entered into two (2) Secured Royalty Participation Agreements with Profile Solutions, Inc. (“PSI”) in exchange for working capital loans totaling $ 150,000 100,000 50,000 18 10 1.5 (2) In 2019, the Company also borrowed $ 27,295 4.42 5 18,123 23,467 (3) In 2019, the Company entered into various promissory notes with lenders in the aggregate principal balance of $ 275,000 10 45,000 22,500 225,000 8 10 275,000 500,000 (4) During the year ended December 31, 2021, the Company issued an aggregate of $2,423,738 of convertible promissory notes to investors. The notes have maturity dates between nine months and three years and have interest rates between 8% 12% 8,777,957 154,173 2,400,000 3.00 (5) During the year ended December 31, 2021, the Company was granted loans (the “PPP Loans”) from the Small Business Administration in the aggregate amount of $ 250,535 1.00 219,465 (6) In 2021, On October 20, 2021, The Company issued two promissory notes to investors for a total of $ 10,000 one year 8.5 (7) In 2020, the Company entered into various promissory notes with two related parties in the aggregate principal balance of $ 35,000 8 9 (8) In 2020, the Company entered into three non-recourse agreements for the sale of future receipts receiving net proceeds of $ 279,500 142 250 0 104,476 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | Note 7 – 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 Derivatives Liabilities Derivative Liability - Derivative Total Balance as of December 31, 2020 $ — $ — $ — Change Due to Issuances 4,114,227 4,663,730 8,777,957 Change in fair value (2,861,830 ) (1,691,542 ) (4,553,372 ) Balance as of December 31, 2021 $ 1,252,397 $ 2,97,188 $ 4,224,585 The Company used a Monte Carlo Model to estimate the fair value of the embedded derivatives above. A summary of the quantitative information with respect to valuation methodology and significant unobservable inputs used for the fair value of derivative liabilities during the year ended December 31, 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) 48.8 % - 61.3 % Risk-free rate 0.19 0.47 % The foregoing assumptions are reviewed quarterly and subject to change based primarily on management’s assessment of the probability of the events described occurring. |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ (Deficit) Equity | Note 8 – Stockholders’ (Deficit) Equity Stock based compensation and stock issued for services The Company issued 3,683,335 shares of common stock to officers, employees and vendors during the year ended December 31, 2021 with an aggregate fair value of $ 1,031,174 . During the year ended December 31, 2020, the Company issued 3,813,933 558,502 Shares issued as debt issuance costs During the year ended December 31, 2021, the Company issued 154,173 shares of common stock to a lender to cover the financing costs. The shares were valued on the day of issuance which was $ 3.00 per share for a total value of $ 462,519 . This amount was treated as financing costs and recorded as a discount to notes payable. Stock issued upon acquisition of Globe Net 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 Cancellation of shares On May 31, 2020, the Company cancelled 216,000 |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 9 – Segment and Geographic Information Operating segments are identified as components of an enterprise about which separate discreet financial information is available for evaluation by the chief operating officer, or chief executive officer, in making decisions on how to allocate resources and assess performance. The Company is operated and managed geographically, and management evaluates performance and allocates the Company’s resources on a geographic basis. Operating segments’ measure of profitability is based on income from operations. The accounting policies for the reportable operating segments are the same as for the Company taken as a whole. The Company has three reportable operating segments: North America (including its subsidiaries in United States and Canada), Latin America (including subsidiaries in Mexico and Ecuador) and Asia (including its subsidiaries in Malaysia, Taiwan, Indonesia, South Korea and New Zealand). Information about operating segments is as follows: Schedule of segment Reporting Information 2021 2020 Year Ended December 31, 2021 2020 Geographic Net Sales: Americas $ 1,866,154 $ 1,796,348 Latin America 1,668,252 1,618,582 Asia 786,839 969,577 Total Net Sales $ 4,321,245 $ 4,384,507 Cost of Goods Sold: Americas $ 304,615 $ 273,089 Latin America 443,191 248,938 Asia 275,354 193,125 Total Cost of Goods Sold: $ 1,023,160 $ 715,152 Operating Expenses: Americas $ 3,748,307 $ 2,487,975 Latin America 2,059,381 1,617,899 Asia 700,668 995,280 Total Operating Expenses $ 6,508,356 $ 5,101,154 Income (loss) from operations: Americas $ (2,186,768 ) $ (964,716 ) Latin America (834,320 ) (248,255 ) Asia (189,183 ) (218,828 ) Total loss from operations (3,210,271 ) (1,431,799 ) Other income (expense): Interest expense $ (8,330,201 ) (158,741 ) Change in fair value of derivative liabilities 4,553,372 - Other expenses, net (124,009 ) (31,474 ) Loss on disposal of assets - (105,709 ) Total other expense $ (3,900,838 ) (295,924 ) Total Assets by Geographic Location Americas $ 5,211,878 $ 4,551,372 Latin America 284,788 200,419 Asia 223,456 257,730 Total Assets $ 5,720,122 $ 5,009,521 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies 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 agreed to pay $ 114,000 in full accord and satisfaction. While no specified payment program is in place, this settlement was accrued and has a balance of $ 49,000 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 May 2021, and is making installment payments until May 2023 The Company accrued the same amount and has a balance of $ 20,000 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 | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 11 – 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 |
Disposition of Subsidiaries
Disposition of Subsidiaries | 12 Months Ended |
Dec. 31, 2021 | |
Disposition Of Subsidiaries | |
Disposition of Subsidiaries | Note 12 – Disposition of Subsidiaries During the year ended December 31, 2020, the Company sold or closed three of its subsidiaries in South Korea and Indonesia resulting in losses on the disposition or closing totaling $ 105,709 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled, updated for new corporate tax rates. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the effective date of the change. The Company recognizes tax liabilities or benefits from an uncertain position only if it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the issue. The amount recognized would be the largest liability or benefit that the Company believes has greater than a 50% likelihood of being realized upon settlement. As of December 2021, and 2020 management determined that it is not 50% likely that a tax asset will be realized, as such, a full valuation has been recorded. As of December 2020, (“NOL”) carry-forwards amounted to approximately $ 2,119,506 The domestic and foreign components of loss before (benefit) provision for income taxes were as follows: Schedule of Domestic and Foreign Components of Loss Before Provision for Income Tax 2021 2020 Year Ended December 31, 2021 2020 Domestic $ (6,083,667 ) $ (1,128,818 ) Foreign (1,027,442 ) (598,906 ) Total $ (7,111,109 ) $ (1,727,723 ) The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2021 and 2020 is as follows: Schedule of Reconciliation of Income Tax US 2021 2020 Year Ended December 31, US 2021 2020 Loss before Income taxes $ (7,110,109 ) $ (1,727,723 ) Taxes under statutory US tax rates (1,493,333 ) (362,822 ) Increase (decrease) in taxes resulting from: Increase in valuation allowance 2,984,299 464,547 Foreign tax rate differential (73,413 ) (43,875 ) Permanent differences (955,027 ) (31,917 ) Rate Change - 2,765 State Taxes (462,526 ) (28,699 ) Income tax (expense) benefit $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities consist of the following: Schedule of Deferred Tax Assets and Liabilities December 31, 2021 December 31, 2020 Deferred tax assets Net Operating Loss Carryforwards $ 4,369,537 $ 1,625,829 Stock based compensation 732,868 468,873 Intangibles (88,159 ) (64,116 ) Other 140 - Total Deferred tax assets $ 5,014,385 2,030,086 Valuation allowance (5,014,385 ) (2,030,086 ) Net deferred tax assets (liabilities) $ - $ - At December 31, 2021, the Company had net operating loss (“NOL”) carryforwards of approximately $ 16,999,600 that may be offset against future taxable income. Of the $ 17.0 million of net operating losses, U.S. Federal and state net operating losses accounted for $ 12.8 million which are subject to limitation under IRC Section 382. The U.S. net operating losses are limited to utilization of 80% of taxable income but do not have an expiration. At December 31, 2021, the Company had $ 4.2 million of non-US NOL carryforwards. The Company applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as of December 31, 2021 and 2020, respectively. 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 $ 2.5 million tax liability including interest and penalties. The Company believes this assessment to be unfounded and has hired local tax attorneys to begin the process of going to Tax Court and potentially trial to minimize any potential tax and may take an additional 2 to 3 years to be resolved. The Company estimated the final assessment to approximately $ 250,000 , but the Company believes it is not probable than the Company will be liable for these amounts and therefore no amount has been accrued for this action. The Company accrued approximately $ 250,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events The Company has evaluated subsequent events after the balance sheet date through the date of this filing and found that there were no material events to disclose during this time. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and considering the requirements of the United States Securities and Exchange Commission (“SEC”). The Company has a fiscal year with a December 31 year end. All intercompany accounts and transactions have been eliminated in consolidation. |
Going Concern | Going Concern The accompanying consolidated 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 consolidated 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 $ 13 million and a working capital deficiency of approximately $ 7.8 million at December 31, 2021. The Company has funded its activities to date almost exclusively from debt and equity financings. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will continue to require substantial funds to implement its new investment acquisition plans. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock offerings, and issuances of debt and convertible debt instruments. 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 | Cash 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 December 31, 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 December 31, 2021 and 2020. |
Property and Equipment, net | Property and Equipment, net Property and equipment, net including any major improvements, are recorded at historical cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, generally as follows: Schedule of Property, Plant and Equipment Estimated Life Computers and technological assets 3 5 Furniture and fixtures 3 5 Machinery and equipment 5 10 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses, on an annual basis, the recoverability of the carrying amount of intangible assets and long-lived assets used in continuing operations. A loss is recognized when expected future cash flows (undiscounted and without interest) are less than the carrying amount of the asset. The impairment loss is determined as the difference by which the carrying amount of the asset exceeds its fair value. The Company evaluated its long-lived assets for any indications of impairment. The Company concluded that there was no impairment, however there can be no assurance that market conditions will not change or demand for the Company’s products will continue which could result in impairment of long-lived assets in the future. |
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 9 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 December 31, 2021 and 2020, the Company had a reserve for sales returns of approximately $ 23,000 21,000 |
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 Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. For the years ended December 31, 2021 and 2020, the dilutive effect of common stock options and common stock warrants has not been included in the average shares outstanding for the calculation of net loss per share as the effect would be anti-dilutive as a result of our net losses in these periods. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Schedule of Property, Plant and Equipment Estimated Life Computers and technological assets 3 5 Furniture and fixtures 3 5 Machinery and equipment 5 10 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventory consists of the following components: Schedule of inventory December 31, December 31, 2020 2020 Finished goods $ 249,659 $ 123,957 Work in process - 29,027 Raw materials 186,746 45,643 Total Inventory $ 436,405 $ 198,627 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Purchase Price of The Acquistion | The following table summarizes the allocation of purchase price of the acquisition Schedule of Purchase Price of The Acquistion Tangible Assets Acquired: Allocation Cash and cash equivalents $ 160,149 Inventory 480,783 Prepaid Expenses 71,160 Other Current Assets 421,068 Property and equipment, net 97,268 Other Non-Current Assets 497,511 Accounts payable and Accrued liabilities (2,274,875 ) Notes payable (126,498 ) Net Tangible Assets Acquired $ (673,434 ) Non-Controlling interest, net of proceeds: Non-controlling interest (306,175 ) Intangible Assets Acquired: Licenses & Trademarks 1,106,000 Patent Products 2,344,900 Customer/Distribution List 1,461,300 Total Fair Value of Assets Acquired $ 3,932,591 Consideration: Cash 400,000 Assumption of Note Payable 4,000,000 Goodwill $ 467,409 |
Schedule of Acquired Intangible Assets | The components of the acquired intangible assets were as follows: Schedule of Acquired Intangible Assets Fair Average Value Estimated Life Patent Products $ 2,344,900 14 Licenses & Trademarks 1,106,000 Indefinite Customer/Distribution List 1,461,300 6 Total $ 4,912,200 |
Operating Lease Commitments (Ta
Operating Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Lease Commitments | |
Schedule of Operating Lease Liabilities | The following table presents information about the amount and timing of liabilities arising from the Company’s operating lease as of December 31, 2021: Schedule of Operating Lease Liabilities Maturity of operating lease liabilities for the following fiscal years: 2022 70,743 2023 73,572 2024 56,818 2025 - Thereafter - Total undiscounted finance lease payments $ 201,133 Less: Imputed interest 26,323 Present value of finance lease liabilities 174,810 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Schedule of Notes Payable As of December 31, 2021 2020 Secured Royalty Participation Agreements (1) $ 150,000 $ 150,000 Vehicle and equipment loans (2) 18,123 23,467 Notes payable, net of discount (3)(4)(5)(6) 1,107,252 500,000 Notes payable - related party (7) - 35,000 Non-recourse payable agreements (8) - 104,476 Total notes payable, net of discount $ 1,275,375 $ 812,943 (1) During June 2018, the Company entered into two (2) Secured Royalty Participation Agreements with Profile Solutions, Inc. (“PSI”) in exchange for working capital loans totaling $ 150,000 100,000 50,000 18 10 1.5 (2) In 2019, the Company also borrowed $ 27,295 4.42 5 18,123 23,467 (3) In 2019, the Company entered into various promissory notes with lenders in the aggregate principal balance of $ 275,000 10 45,000 22,500 225,000 8 10 275,000 500,000 (4) During the year ended December 31, 2021, the Company issued an aggregate of $2,423,738 of convertible promissory notes to investors. The notes have maturity dates between nine months and three years and have interest rates between 8% 12% 8,777,957 154,173 2,400,000 3.00 (5) During the year ended December 31, 2021, the Company was granted loans (the “PPP Loans”) from the Small Business Administration in the aggregate amount of $ 250,535 1.00 219,465 (6) In 2021, On October 20, 2021, The Company issued two promissory notes to investors for a total of $ 10,000 one year 8.5 (7) In 2020, the Company entered into various promissory notes with two related parties in the aggregate principal balance of $ 35,000 8 9 (8) In 2020, the Company entered into three non-recourse agreements for the sale of future receipts receiving net proceeds of $ 279,500 142 250 0 104,476 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivatives Liabilities | Schedule of Derivatives Liabilities Derivative Liability - Derivative Total Balance as of December 31, 2020 $ — $ — $ — Change Due to Issuances 4,114,227 4,663,730 8,777,957 Change in fair value (2,861,830 ) (1,691,542 ) (4,553,372 ) Balance as of December 31, 2021 $ 1,252,397 $ 2,97,188 $ 4,224,585 |
Schedule of Fair Value of Derivative Liabilities | The Company used a Monte Carlo Model to estimate the fair value of the embedded derivatives above. A summary of the quantitative information with respect to valuation methodology and significant unobservable inputs used for the fair value of derivative liabilities during the year ended December 31, 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) 48.8 % - 61.3 % Risk-free rate 0.19 0.47 % |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment Reporting Information | Information about operating segments is as follows: Schedule of segment Reporting Information 2021 2020 Year Ended December 31, 2021 2020 Geographic Net Sales: Americas $ 1,866,154 $ 1,796,348 Latin America 1,668,252 1,618,582 Asia 786,839 969,577 Total Net Sales $ 4,321,245 $ 4,384,507 Cost of Goods Sold: Americas $ 304,615 $ 273,089 Latin America 443,191 248,938 Asia 275,354 193,125 Total Cost of Goods Sold: $ 1,023,160 $ 715,152 Operating Expenses: Americas $ 3,748,307 $ 2,487,975 Latin America 2,059,381 1,617,899 Asia 700,668 995,280 Total Operating Expenses $ 6,508,356 $ 5,101,154 Income (loss) from operations: Americas $ (2,186,768 ) $ (964,716 ) Latin America (834,320 ) (248,255 ) Asia (189,183 ) (218,828 ) Total loss from operations (3,210,271 ) (1,431,799 ) Other income (expense): Interest expense $ (8,330,201 ) (158,741 ) Change in fair value of derivative liabilities 4,553,372 - Other expenses, net (124,009 ) (31,474 ) Loss on disposal of assets - (105,709 ) Total other expense $ (3,900,838 ) (295,924 ) Total Assets by Geographic Location Americas $ 5,211,878 $ 4,551,372 Latin America 284,788 200,419 Asia 223,456 257,730 Total Assets $ 5,720,122 $ 5,009,521 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of Loss Before Provision for Income Tax | The domestic and foreign components of loss before (benefit) provision for income taxes were as follows: Schedule of Domestic and Foreign Components of Loss Before Provision for Income Tax 2021 2020 Year Ended December 31, 2021 2020 Domestic $ (6,083,667 ) $ (1,128,818 ) Foreign (1,027,442 ) (598,906 ) Total $ (7,111,109 ) $ (1,727,723 ) |
Schedule of Reconciliation of Income Tax | The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2021 and 2020 is as follows: Schedule of Reconciliation of Income Tax US 2021 2020 Year Ended December 31, US 2021 2020 Loss before Income taxes $ (7,110,109 ) $ (1,727,723 ) Taxes under statutory US tax rates (1,493,333 ) (362,822 ) Increase (decrease) in taxes resulting from: Increase in valuation allowance 2,984,299 464,547 Foreign tax rate differential (73,413 ) (43,875 ) Permanent differences (955,027 ) (31,917 ) Rate Change - 2,765 State Taxes (462,526 ) (28,699 ) Income tax (expense) benefit $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities December 31, 2021 December 31, 2020 Deferred tax assets Net Operating Loss Carryforwards $ 4,369,537 $ 1,625,829 Stock based compensation 732,868 468,873 Intangibles (88,159 ) (64,116 ) Other 140 - Total Deferred tax assets $ 5,014,385 2,030,086 Valuation allowance (5,014,385 ) (2,030,086 ) Net deferred tax assets (liabilities) $ - $ - |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer and Technological Assets [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Machinery and equipment | 3 years |
Computer and Technological Assets [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Machinery and equipment | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Machinery and equipment | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Machinery and equipment | 5 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Machinery and equipment | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Machinery and equipment | 10 years |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 13,086,318 | $ 6,008,855 |
Working Capital Deficiency | 7,800,000 | |
Accrued Liabilities | $ 23,000 | $ 21,000 |
Schedule of inventory (Details)
Schedule of inventory (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 249,659 | $ 123,957 |
Work in process | 29,027 | |
Raw materials | 186,746 | 45,643 |
Total Inventory | $ 436,405 | $ 198,627 |
Schedule of Purchase Price of T
Schedule of Purchase Price of The Acquistion (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Indefinite-lived Intangible Assets [Line Items] | ||
Tangible Assets Acquired, Cash and cash equivalents | $ 160,149 | |
Tangible Assets Acquired, Inventory | 480,783 | |
Tangible Assets Acquired, Prepaid Expenses | 71,160 | |
Tangible Assets Acquired, Other Current Assets | 421,068 | |
Tangible Assets Acquired, Property and equipment, net | 97,268 | |
Tangible Assets Acquired, Other Non-Current Assets | 497,511 | |
Tangible Assets Acquired, Accounts payable and Accrued liabilities | (2,274,875) | |
Tangible Assets Acquired, Notes payable | (126,498) | |
Tangible Assets Acquired, Net Tangible Assets Acquired | (673,434) | |
Non-controlling interest | (306,175) | |
Total Fair Value of Assets Acquired | 3,932,591 | |
Consideration, Cash | 400,000 | |
Consideration, Assumption of Note Payable | 4,000,000 | |
Consideration, Goodwill | 467,409 | $ 467,409 |
Licenses and Trademarks [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total Fair Value of Assets Acquired | 1,106,000 | |
Patent Products [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total Fair Value of Assets Acquired | 2,344,900 | |
Customer or Distribution List [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Total Fair Value of Assets Acquired | $ 1,461,300 |
Schedule of Acquired Intangible
Schedule of Acquired Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Total acquired intangible assets | $ 4,912,200 |
Patent Products [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total acquired intangible assets | $ 2,344,900 |
Finite-Lived Intangible Asset, Useful Life | 14 years |
Licenses and Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total acquired intangible assets | $ 1,106,000 |
Customer or Distribution List [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total acquired intangible assets | $ 1,461,300 |
Finite-Lived Intangible Asset, Useful Life | 6 years |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | May 07, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Notes payable | $ 4,000,000 | $ 1,275,375 | $ 812,943 |
Debt Instrument, Face Amount | 6,061,667 | ||
Conversion of Stock, Shares Converted | 2,000,000 | ||
Paid in cash | $ 400,000 | ||
Percentage of issued and outstanding | 100.00% | ||
Goodwill | $ 467,409 | $ 467,409 | |
Charles Arnold [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Conversion of Stock, Shares Converted | 250,000 | ||
RBCD Holdings [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Payments to Acquire Intangible Assets | $ 400,000 | ||
Notes payable | 4,000,000 | ||
Debt Instrument, Face Amount | $ 4,000,000 |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liabilities (Details) | Dec. 31, 2021USD ($) |
Operating Lease Commitments | |
2022 | $ 70,743 |
2023 | 73,572 |
2024 | 56,818 |
2025 | |
Thereafter | |
Total undiscounted finance lease payments | 201,133 |
Less: Imputed interest | 26,323 |
Present value of finance lease liabilities | $ 174,810 |
Operating Lease Commitments (De
Operating Lease Commitments (Details Narrative) | 12 Months Ended | |
Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | |
Weighted-average remaining lease term | 2 years 9 months | |
Weighted-average discount rate | 10.00% | |
Operating lease expenses | $ | $ 105,673 | $ 140,130 |
Miramar Florida [Member] | Sunbeam Properties Inc. [Member] | ||
Area of Land | ft² | 5,000 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Oct. 20, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | May 31, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | May 07, 2018 | |
Debt Instrument [Line Items] | ||||||||||
Total notes payable, net of discount | $ 1,275,375 | $ 812,943 | $ 4,000,000 | |||||||
Debt term | 1 year | |||||||||
Notes Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate stated percentage | 8.50% | 1.00% | 1.00% | |||||||
Derivative Liability, Fair Value, Gross Liability | $ 8,777,957 | |||||||||
Stock Issued During Period, Shares, New Issues | 154,173 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,400,000 | |||||||||
Shares Issued, Price Per Share | $ 3 | |||||||||
Notes Payable [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate stated percentage | 8.00% | 8.00% | ||||||||
Notes Payable [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument interest rate stated percentage | 10.00% | 12.00% | ||||||||
Secured Royal Participation Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total notes payable, net of discount | [1] | $ 150,000 | 150,000 | |||||||
Debt instrument interest rate stated percentage | 18.00% | |||||||||
Vehicle and Equipment Loans [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total notes payable, net of discount | [2] | 18,123 | 23,467 | |||||||
Debt instrument interest rate stated percentage | 4.42% | |||||||||
Debt term | 5 years | |||||||||
Notes Payable Net of Discount [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total notes payable, net of discount | [3],[4],[5],[6] | 1,107,252 | 500,000 | |||||||
Notes Payable Related Party [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total notes payable, net of discount | [7] | 35,000 | ||||||||
Non Recourse Payable Agreements [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total notes payable, net of discount | [8] | $ 104,476 | ||||||||
[1] | During June 2018, the Company entered into two (2) Secured Royalty Participation Agreements with Profile Solutions, Inc. (“PSI”) in exchange for working capital loans totaling $ 150,000 100,000 50,000 18 10 1.5 | |||||||||
[2] | In 2019, the Company also borrowed $ 27,295 4.42 5 18,123 23,467 | |||||||||
[3] | During the year ended December 31, 2021, the Company issued an aggregate of $2,423,738 of convertible promissory notes to investors. The notes have maturity dates between nine months and three years and have interest rates between 8% 12% 8,777,957 154,173 2,400,000 3.00 | |||||||||
[4] | During the year ended December 31, 2021, the Company was granted loans (the “PPP Loans”) from the Small Business Administration in the aggregate amount of $ 250,535 1.00 219,465 | |||||||||
[5] | In 2019, the Company entered into various promissory notes with lenders in the aggregate principal balance of $ 275,000 10 45,000 22,500 225,000 8 10 275,000 500,000 | |||||||||
[6] | In 2021, On October 20, 2021, The Company issued two promissory notes to investors for a total of $ 10,000 one year 8.5 | |||||||||
[7] | In 2020, the Company entered into various promissory notes with two related parties in the aggregate principal balance of $ 35,000 8 9 | |||||||||
[8] | In 2020, the Company entered into three non-recourse agreements for the sale of future receipts receiving net proceeds of $ 279,500 142 250 0 104,476 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Oct. 20, 2021 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2021 | May 31, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 22, 2018 | Jun. 15, 2018 | May 07, 2018 | |
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ 6,061,667 | |||||||||||
Debt term | 1 year | |||||||||||
Proceeds from notes payable | 3,321,969 | $ 528,500 | ||||||||||
Notes Payable | $ 1,275,375 | 812,943 | $ 4,000,000 | |||||||||
Notes Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ 10,000 | $ 225,000 | 35,000 | |||||||||
Debt instrument Interest rate stated percentage | 8.50% | 1.00% | 1.00% | |||||||||
Number of common stock shares issued | 45,000 | |||||||||||
Debt discount | $ 22,500 | |||||||||||
Notes Issued | $ 275,000 | 500,000 | ||||||||||
Proceeds from notes payable | $ 279,500 | |||||||||||
Notes Payable [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument Interest rate stated percentage | 8.00% | 8.00% | ||||||||||
Notes Payable [Member] | Minimum [Member] | Non Recourse Agreements [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument Interest rate stated percentage | 142.00% | |||||||||||
Notes Payable [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument Interest rate stated percentage | 10.00% | 12.00% | ||||||||||
Notes Payable [Member] | Maximum [Member] | Non Recourse Agreements [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument Interest rate stated percentage | 250.00% | |||||||||||
Notes Payable [Member] | Lenders [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ 275,000 | |||||||||||
Debt instrument Interest rate stated percentage | 10.00% | |||||||||||
Notes Payable [Member] | Paycheck Protection Program [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ 250,535 | |||||||||||
Loans Payable | 219,465 | |||||||||||
Secured Royal Participation Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt face amount | $ 150,000 | $ 50,000 | $ 100,000 | |||||||||
Percentage of loan amount | 10.00% | |||||||||||
Percentage of gross revenue | 1.50% | |||||||||||
Debt instrument Interest rate stated percentage | 18.00% | |||||||||||
Notes Payable | [1] | 150,000 | $ 150,000 | |||||||||
Vehicle and Equipment Loans [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument borrwed | $ 27,295 | |||||||||||
Debt instrument Interest rate stated percentage | 4.42% | |||||||||||
Convertible notes payable | 18,123 | 23,467 | ||||||||||
Debt term | 5 years | |||||||||||
Notes Payable | [2] | $ 18,123 | 23,467 | |||||||||
Promissory Note [Member] | Notes Payable [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument Interest rate stated percentage | 8.00% | |||||||||||
Promissory Note [Member] | Notes Payable [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument Interest rate stated percentage | 9.00% | |||||||||||
Non Recourse Payable Agreements [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes Payable | [3] | $ 104,476 | ||||||||||
[1] | During June 2018, the Company entered into two (2) Secured Royalty Participation Agreements with Profile Solutions, Inc. (“PSI”) in exchange for working capital loans totaling $ 150,000 100,000 50,000 18 10 1.5 | |||||||||||
[2] | In 2019, the Company also borrowed $ 27,295 4.42 5 18,123 23,467 | |||||||||||
[3] | In 2020, the Company entered into three non-recourse agreements for the sale of future receipts receiving net proceeds of $ 279,500 142 250 0 104,476 |
Schedule of Derivatives Liabili
Schedule of Derivatives Liabilities (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Short-term Debt [Line Items] | |
Balance as of December 31, 2020 | |
Change Due to Issuances | 8,777,957 |
Change in fair value | (4,553,372) |
Balance as of December 31, 2021 | 4,224,585 |
Warrant [Member] | |
Short-term Debt [Line Items] | |
Balance as of December 31, 2020 | |
Change Due to Issuances | 4,663,730 |
Change in fair value | (1,691,542) |
Balance as of December 31, 2021 | 297,188 |
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 | (2,861,830) |
Balance as of December 31, 2021 | $ 1,252,397 |
Schedule of Fair Value of Deriv
Schedule of Fair Value of Derivative Liabilities (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input contractual term | 6 months 29 days |
Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input contractual term | 3 years |
Measurement Input, Share Price [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 1.77 |
Measurement Input, Share Price [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 3.99 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 0.488 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 0.613 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 0.0019 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability, measurement input | 0.0047 |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity (Details Narrative) - USD ($) | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Aggregate fair value of shares issued | $ 242,000 | $ 286,000 | |
Stock Issued During Period, Value, New Issues | 462,519 | ||
Debt instrument, face amount | 6,061,667 | ||
Number of common stock issued for acquisition | $ 363,479 | ||
Unvested Shares | 216,000 | ||
Officers, Employees and Vendors [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Share issued during period | 3,683,335 | ||
Aggregate fair value of shares issued | $ 1,031,174 | ||
Officers and Vendors [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Share issued during period | 3,813,933 | ||
Aggregate fair value of shares issued | $ 558,502 | ||
Lender [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 154,173 | ||
Shares Issued, Price Per Share | $ 3 | ||
Stock Issued During Period, Value, New Issues | $ 462,519 |
Schedule of segment Reporting I
Schedule of segment Reporting Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Net Sales | $ 4,321,245 | $ 4,384,507 |
Total Cost of Goods Sold: | 1,023,160 | 715,152 |
Total Operating Expenses | 6,508,356 | 5,101,154 |
Total loss from operations | (3,210,271) | (1,431,799) |
Interest expense | (8,330,201) | (158,741) |
Change in fair value of derivative liabilities | 4,553,372 | |
Other expenses, net | (124,009) | (31,474) |
Loss on disposal of assets | (105,709) | |
Total other expense | (3,900,838) | (295,924) |
Assets | 5,720,122 | 5,009,521 |
Americas [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Net Sales | 1,866,154 | 1,796,348 |
Total Cost of Goods Sold: | 304,615 | 273,089 |
Total Operating Expenses | 3,748,307 | 2,487,975 |
Total loss from operations | (2,186,768) | (964,716) |
Assets | 5,211,878 | 4,551,372 |
Latin America [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Net Sales | 1,668,252 | 1,618,582 |
Total Cost of Goods Sold: | 443,191 | 248,938 |
Total Operating Expenses | 2,059,381 | 1,617,899 |
Total loss from operations | (834,320) | (248,255) |
Assets | 284,788 | 200,419 |
Asia [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Net Sales | 786,839 | 969,577 |
Total Cost of Goods Sold: | 275,354 | 193,125 |
Total Operating Expenses | 700,668 | 995,280 |
Total loss from operations | (189,183) | (218,828) |
Assets | $ 223,456 | $ 257,730 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 04, 2020 | Aug. 30, 2019 | Aug. 06, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Non payment of the amount | $ 150,000 | |||||
Claim amount | $ 267,000 | |||||
Accrued salary | $ 267,000 | $ 267,000 | ||||
Stemtech Health Sciences [Member] | ||||||
Loss Contingency, Damages Paid, Value | $ 114,000 | |||||
Accrued liabilities | $ 49,000 | |||||
Canon Financial Services Inc [Member] | ||||||
Accrued liabilities | $ 20,000 | |||||
Litigation Settlement, Expense | $ 32,000 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Dec. 10, 2020 | May 15, 2020 | Dec. 31, 2020 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||||
Debt face amount | $ 6,061,667 | |||
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 | |||
Interest expense debt | 543 | |||
Amold Note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt face amount | 25,000 | |||
Interest expense debt | $ 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 received from related parties | $ 25,000 |
Disposition of Subsidiaries (De
Disposition of Subsidiaries (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Disposition Of Subsidiaries | |
Gain loss on sale of other assets | $ 105,709 |
Schedule of Domestic and Foreig
Schedule of Domestic and Foreign Components of Loss Before Provision for Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (6,083,667) | $ (1,128,818) |
Foreign | (1,027,442) | (598,906) |
Loss before income taxes | $ (7,111,109) | $ (1,727,723) |
Schedule of Reconciliation of I
Schedule of Reconciliation of Income Tax (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Loss before Income taxes | $ (7,110,109) | $ (1,727,723) |
Taxes under statutory US tax rates | (1,493,333) | (362,822) |
Increase in valuation allowance | 2,984,299 | 464,547 |
Foreign tax rate differential | (73,413) | (43,875) |
Permanent differences | (955,027) | (31,917) |
Rate Change | 2,765 | |
State Taxes | (462,526) | (28,699) |
Income tax (expense) benefit |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss Carryforwards | $ 4,369,537 | $ 1,625,829 |
Stock based compensation | 732,868 | 468,873 |
Intangibles | (88,159) | (64,116) |
Other | 140 | |
Total Deferred tax assets | 5,014,385 | 2,030,086 |
Valuation allowance | (5,014,385) | (2,030,086) |
Net deferred tax assets (liabilities) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 |
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | $ 16,999,600 | $ 2,119,506 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 2,500,000 | |||
Tax Assessment Amount | 250,000 | |||
Accrued income tax | $ 250,000 | |||
Maximum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Corporate income tax rate | 35.00% | |||
Minimum [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Corporate income tax rate | 21.00% | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | 17,000,000 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | 12,800,000 | |||
Foreign Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forwards | $ 4,200,000 |