Stemtech (STEK) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	333-172172
Entity Registrant Name	STEMTECH CORPORATION
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 Current Reporting Status	No
Entity Interactive Data Current	Yes
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	true
Entity Common Stock, Shares Outstanding		44,685,673

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 511,201	$ 828,206
Accounts receivable, net	15,208	10,720
Inventory, net	283,815	436,405
Prepaid expenses and other current assets	244,706	324,708
Total current assets	1,054,930	1,600,039
Non-current assets:
Property and equipment, net	261,405	266,904
Less: accumulated depreciation	(224,970)	(233,736)
Furniture and fixtures, net	36,435	33,168
Intangible assets, net	3,302,282	3,406,714
Goodwill	467,409	467,409
Operating lease right-of-use assets – net	237,017	174,100
Long term deposits	30,463	38,692
Total other assets	4,073,606	4,086,915
Total assets	5,128,536	5,720,122
Current liabilities:
Accounts payable and accrued expenses	3,776,953	4,050,798
Notes payable, net of discount	1,620,703	1,055,910
Operating lease liabilities - current	80,621	55,745
Derivative liabilities	4,027,075	4,224,585
Total current liabilities	9,505,352	9,387,038
Non-current liabilities:
Notes payable - noncurrent	77,642	219,465
Operating lease liabilities - noncurrent	157,383	119,065
Total non-current liabilities	235,025	338,530
Total liabilities	9,740,377	9,725,568
Stockholders’ deficit
Common stock, $0.001 par value: 200,000,000 shares authorized; 44,685,673 shares issued and outstanding as of March 31, 2022 and December 31, 2021 and 2020, respectively	44,685	44,685
Additional paid in capital	10,224,556	10,116,296
Accumulated other comprehensive loss	(635,508)	(430,255)
Accumulated deficit	(13,581,058)	(13,086,318)
Stemtech Corporation shareholders’ deficit	(3,947,325)	(3,355,592)
Non-controlling interest in subsidiaries	(664,516)	(649,854)
Total stockholders’ deficit	(4,611,841)	(4,005,446)
Total liabilities and stockholders’ deficit	$ 5,128,536	$ 5,720,122

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
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	44,685,673	44,685,673
common stock, shares outstanding	44,685,673	44,685,673

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Net sales	$ 1,156,308	$ 1,075,761
Cost of goods sold	246,226	160,036
Freight-in	16,371	20,109
Total cost of goods sold	262,597	180,145
Gross profit	893,711	895,616
Cost of operations
Commissions	161,912	99,130
Selling and marketing	140,309	129,605
General and administrative	772,012	741,968
Total operating expenses	1,074,233	970,703
Loss from operations	(180,522)	(75,087)
Other income (expense):
Other expenses, net	(1,024)	(5,140)
Interest expense	(525,366)	(90,230)
Change in fair value of derivative liabilities	197,510
Loss on disposal of assets
Total other expense	(328,880)	(95,370)
Loss before income taxes	(509,402)	(170,457)
Provision for income taxes		(378)
Net loss	(509,402)	(170,835)
Net loss attributable to noncontrolling interests	(14,662)	(4,077)
Net loss	$ (494,740)	$ (166,758)
Net income (loss) per common share
Basic	$ (0.01)	$ 0
Diluted	$ (0.01)	$ 0
Shares used to compute loss per share
Basic	44,685,673	34,930,348
Diluted	44,685,673	34,930,348
Comprehensive loss
Change in foreign currency translation adjustments	$ (205,253)	$ (263,497)
Comprehensive loss available to common stockholders	$ (699,993)	$ (430,255)

Statements of Changes in Stockh

Statements of Changes in 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, 2020	$ 34,246	$ 8,269,563	$ (6,008,855)	$ (410,750)	$ 1,884,204	$ (616,208)	$ 1,267,996
Beginning 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	$ 426	61,251			61,677		61,677
Stock based compensation, shares	526,806
Net loss attributable to noncontrolling interests						(4,077)	(4,077)
Foreign currency translation adjustment				(263,497)	(263,497)		(263,497)
Net loss			(166,758)		(166,758)		(166,758)
Ending balance, value at Mar. 31, 2021	$ 35,211	8,330,275	(6,175,613)	(674,247)	1,515,626	(620,285)	895,341
Ending balance, shares at Mar. 31, 2021	35,313,304
Beginning balance, value at Dec. 31, 2021	$ 44,685	10,116,296	(13,086,318)	(430,255)	(3,355,592)	(649,854)	(4,005,446)
Beginning balance, shares at Dec. 31, 2021	44,685,673
Stock based compensation		108,260			108,260		108,260
Net loss attributable to noncontrolling interests						(14,662)	(14,662)
Foreign currency translation adjustment				(205,253)	(205,253)		(205,253)
Net loss			(494,740)		(494,740)		(494,740)
Ending balance, value at Mar. 31, 2022	$ 44,685	$ 10,224,556	$ (13,581,058)	$ (635,508)	$ (3,947,325)	$ (664,516)	$ (4,611,841)
Ending balance, shares at Mar. 31, 2022	44,685,673

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
OPERATING ACTIVITIES
Net loss	$ (509,402)	$ (170,835)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	107,120	426,307
Stock compensation expense	108,260	61,677
Amortization of debt discount	453,805
Amortization of right of use asset	(9,454)	11,893
Change in fair value of derivative liabilities	(197,510)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	(4,488)	(119,208)
Inventory	152,590	(60,340)
Prepaid expenses and other current assets	80,002	(110,004)
Accounts payable and accrued expenses	(278,543)	267,170
Long term deposits	8,229	(11,747)
Operating lease liabilities	8,474	(12,159)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(80,917)	282,754
FINANCING ACTIVITIES
Proceeds from note payable		88,505
Repayment of note payable	(30,835)	(35,000)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	(30,835)	53,505
Effects of currency translation on cash	(205,253)	(263,497)
Net increase (decrease) in cash	(317,005)	72,762
Cash, beginning of period	828,206	133,065
Cash, end of period	511,201	205,827
Supplemental Disclosure of Cash Flow Information
Recognition of right of use asset - operating lease	$ 53,463

Organization and Basis of Prese

Organization and Basis of Presentation	3 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Basis of Presentation	Note 1 – Organization and Basis of Presentation Stemtech Corporation 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. with ticker symbol “GNTW”. While we have changed our corporate name to Stemtech Corporation in the state of Nevada, we are currently awaiting FINRA approval of said name change at the time of this filing. 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. Basis of Presentation The accompanying consolidated financial statements are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. Generally Accepted Accounting Principles (“GAAP”) for complete financial statements. The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements include the accounts of Stemtech Corporation (Parent) and its nine (9) 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. 9. Tecrecel S.A. (Ecuador) Food & Health Tech Foodhealth SA (Ecuador) The December 31, 2021 consolidated balance sheet included herein was derived from audited consolidated financial statements as of that date. Certain information and footnote disclosure normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the SEC. The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim consolidated financial statements are read in conjunction with the audited financial statements and notes previously filed in its Annual Report on Form 10-K for the year ended December 21, 2021 .

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2022
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 $ 13.6 million and a working capital deficiency of approximately $ 8.4 million at March 31, 2022. The Company has funded its activities to date almost exclusively from debt and equity financings. The 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 March 31, 2022. 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 March 31, 2022 and 2021. Inventory consists of the following components: Schedule of inventory March 31, December 31, 2022 2021 Finished goods $ 178,581 $ 249,659 Work in process 4,995 - Raw materials 100,239 186,746 Total Inventory $ 283,815 $ 436,405 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. 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 March 31, 2022, the Company had a reserve for sales returns of approximately $ 8,813 which is included in accrued liabilities in the accompanying consolidated balance sheet. 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	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Notes Payable	Note 3 – Notes Payable Schedule of Notes Payable March 31, December 31, Secured Royalty Participation Agreements (1) $ 150,000 $ 150,000 Vehicle and equipment loans (2) 16,503 18,123 Notes payable, net of discount (3)(4)(5)(6) 1,531,842 1,107,252 Total notes payable, net of discount $ 1,698,345 $ 1,275,375 (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 5 16,503 18,123 (3) In 2019, the Company entered into various promissory notes with lenders in the aggregate principal balance of $ 375,000 10% 45,000 22,500 225,000 8% 10% 275,000 (4) During the year ended December 31, 2021, the Company issued an aggregate of $ 2,423,738 8% 12% 8,777,957 154,173 2,400,000 3.00 1,056,592 (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 two years 1.00% 190,250 219,465 (6) On October 20, 2021, The Company issued two promissory notes to investors for a total of $ 10,000 one year 8.5% no

Derivative Liabilities

Derivative Liabilities	3 Months Ended
	Mar. 31, 2022
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, 2021 $ 1,252,397 $ 2,972,188 $ 4,224,585 Change due to issuances - - - Change in fair value (86,884 ) (110,626 ) (197,510 ) Balance as of March 31, 2022 $ 1,165,513 $ 2,861,562 $ 4,027,075 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 March 31, 2022 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 - 60.0 % Risk-free rate 0.19% - 0.47 % 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_ (Deficit) Equity

Stockholders’ (Deficit) Equity	3 Months Ended
	Mar. 31, 2022
Equity [Abstract]
Stockholders’ (Deficit) Equity	Note 5 – Stockholders’ (Deficit) Equity Stock based compensation During the three months ending March 31, 2021, the Company issued 526,806 61,677 During the three months ended March 31, 2022, the Company recognized $ 108,260

Legal Proceedings

Legal Proceedings	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings	Note 6 – Legal Proceedings 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 parties are adhering to a payment plan with a current balance due of $ 49,800 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 out of Court for $ 32,000

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 7 – 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 % to 21 % effective December 31, 2017. The Company has incorporated all other changes resulting from the 2017 Tax Act in its tax related accounts for the periods ended March 31, 2022 and December 31, 2021. 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.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 8 – Subsequent Events The Company has evaluated subsequent events through the date of filing this Quarterly Report on Form 10-Q and determined that no material events occurred.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
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 $ 13.6 million and a working capital deficiency of approximately $ 8.4 million at March 31, 2022. The Company has funded its activities to date almost exclusively from debt and equity financings. The 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 March 31, 2022. 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 March 31, 2022 and 2021. Inventory consists of the following components: Schedule of inventory March 31, December 31, 2022 2021 Finished goods $ 178,581 $ 249,659 Work in process 4,995 - Raw materials 100,239 186,746 Total Inventory $ 283,815 $ 436,405
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. 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 March 31, 2022, the Company had a reserve for sales returns of approximately $ 8,813 which is included in accrued liabilities in the accompanying consolidated balance sheet.
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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Schedule of inventory	Inventory consists of the following components: Schedule of inventory March 31, December 31, 2022 2021 Finished goods $ 178,581 $ 249,659 Work in process 4,995 - Raw materials 100,239 186,746 Total Inventory $ 283,815 $ 436,405

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of Notes Payable	Schedule of Notes Payable March 31, December 31, Secured Royalty Participation Agreements (1) $ 150,000 $ 150,000 Vehicle and equipment loans (2) 16,503 18,123 Notes payable, net of discount (3)(4)(5)(6) 1,531,842 1,107,252 Total notes payable, net of discount $ 1,698,345 $ 1,275,375 (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 5 16,503 18,123 (3) In 2019, the Company entered into various promissory notes with lenders in the aggregate principal balance of $ 375,000 10% 45,000 22,500 225,000 8% 10% 275,000 (4) During the year ended December 31, 2021, the Company issued an aggregate of $ 2,423,738 8% 12% 8,777,957 154,173 2,400,000 3.00 1,056,592 (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 two years 1.00% 190,250 219,465 (6) On October 20, 2021, The Company issued two promissory notes to investors for a total of $ 10,000 one year 8.5% no

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	3 Months Ended
	Mar. 31, 2022
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, 2021 $ 1,252,397 $ 2,972,188 $ 4,224,585 Change due to issuances - - - Change in fair value (86,884 ) (110,626 ) (197,510 ) Balance as of March 31, 2022 $ 1,165,513 $ 2,861,562 $ 4,027,075
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 March 31, 2022 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 - 60.0 % Risk-free rate 0.19% - 0.47 %

Schedule of inventory (Details)

Schedule of inventory (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Finished goods	$ 178,581	$ 249,659
Work in process	4,995
Raw materials	100,239	186,746
Total Inventory	$ 283,815	$ 436,405

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Retained Earnings (Accumulated Deficit)	$ 13,581,058	$ 13,086,318
Working capital deficiency	8,400,000
Accounts Payable and Accrued Liabilities [Member]
Reserve for sales	$ 8,813

Schedule of Notes Payable (Deta

Schedule of Notes Payable (Details) - USD ($)		Oct. 20, 2021	Dec. 31, 2019	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total notes payable, net of discount				$ 1,698,345	$ 1,275,375
Secured Royal Participation Agreement [Member]
Debt Instrument [Line Items]
Total notes payable, net of discount				150,000	150,000
Vehicle and Equipment Loans [Member]
Debt Instrument [Line Items]
Total notes payable, net of discount	[1]			16,503	18,123
Debt term			5 years
Notes Payable Net of Discount [Member]
Debt Instrument [Line Items]
Total notes payable, net of discount	[2],[3],[4]			$ 1,531,842	$ 1,107,252
Two Promissory Notes [Member] | Notes Payable [Member]
Debt Instrument [Line Items]
Debt term		1 year
[1]	In 2019, the Company also borrowed $ 27,295 5 16,503 18,123
[2]	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 two years 1.00% 190,250 219,465
[3]	In 2019, the Company entered into various promissory notes with lenders in the aggregate principal balance of $ 375,000 10% 45,000 22,500 225,000 8% 10% 275,000
[4]	On October 20, 2021, The Company issued two promissory notes to investors for a total of $ 10,000 one year 8.5% no

Schedule of Notes Payable (De_2

Schedule of Notes Payable (Details) (Parenthetical) - USD ($)	Oct. 20, 2021	Dec. 31, 2019	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2018	Jun. 22, 2018	Jun. 15, 2018
Notes Payable [Member]
Debt Instrument [Line Items]
Debt face amount					$ 225,000
Number of common stock shares issued		45,000
Debt discount		$ 22,500
Notes Issued			$ 275,000	$ 275,000
Stock issued, shares				154,173
Notes Payable [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt term					8.00%
Notes Payable [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt term					10.00%
Lenders [Member] | Notes Payable [Member]
Debt Instrument [Line Items]
Debt face amount		$ 375,000
Debt term		10.00%
Paycheck Protection Program [Member] | Notes Payable [Member]
Debt Instrument [Line Items]
Debt face amount				$ 250,535
Debt term				1.00%
Debt term				2 years
Loans Payable			190,250	$ 219,465
Secured Royal Participation Agreement [Member]
Debt Instrument [Line Items]
Debt face amount						$ 150,000	$ 50,000	$ 100,000
Debt term						18.00%
Percentage of loan amount						10.00%
Percentage of gross revenue						1.50%
Vehicle and Equipment Loans [Member]
Debt Instrument [Line Items]
Debt instrument borrwed		$ 27,295
Debt term		5 years
Convertible notes payable			16,503	18,123
Promissory Note [Member] | Notes Payable [Member]
Debt Instrument [Line Items]
Notes Issued			1,056,592
Shares issued, value				2,423,738
Derivative Liability, Fair Value, Gross Liability				$ 8,777,957
Warrant issued				2,400,000
Shares Issued, Price Per Share				$ 3
Promissory Note [Member] | Notes Payable [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt term				8.00%
Promissory Note [Member] | Notes Payable [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt term				12.00%
Two Promissory Notes [Member] | Notes Payable [Member]
Debt Instrument [Line Items]
Debt face amount	$ 10,000
Debt term	8.50%
Debt term	1 year
Loans Payable			$ 0	$ 0

Schedule of Derivative Liabilit

Schedule of Derivative Liabilities (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Short-Term Debt [Line Items]
Balance as of December 31, 2021	$ 4,224,585
Change due to issuances
Change in fair value	(197,510)
Balance as of March 31, 2022	4,027,075
Warrant [Member]
Short-Term Debt [Line Items]
Balance as of December 31, 2021	2,972,188
Change due to issuances
Change in fair value	(110,626)
Balance as of March 31, 2022	2,861,562
Convertible Notes [Member]
Short-Term Debt [Line Items]
Balance as of December 31, 2021	1,252,397
Change due to issuances
Change in fair value	(86,884)
Balance as of March 31, 2022	$ 1,165,513

Schedule of Fair Value of Deriv

Schedule of Fair Value of Derivative Liabilities (Details)	3 Months Ended
	Mar. 31, 2022
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]
Risk-free rate	1.77
Measurement Input, Share Price [Member] | Maximum [Member]
Derivative [Line Items]
Risk-free rate	3.99
Measurement Input, Price Volatility [Member] | Minimum [Member]
Derivative [Line Items]
Risk-free rate	48.6
Measurement Input, Price Volatility [Member] | Maximum [Member]
Derivative [Line Items]
Risk-free rate	60
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Derivative [Line Items]
Risk-free rate	0.19
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Derivative [Line Items]
Risk-free rate	0.47

Stockholders_ (Deficit) Equity

Stockholders’ (Deficit) Equity (Details Narrative) - Common Stock [Member] - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued, shares	526,806
Shares issued, value	$ 61,677
Unrecognized compensation expense		$ 108,260

Legal Proceedings (Details Narr

Legal Proceedings (Details Narrative) - USD ($)	Mar. 04, 2020	Aug. 30, 2019	Aug. 06, 2019	Mar. 31, 2022	Dec. 31, 2021	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		$ 49,800
Settlement expense	$ 32,000

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	Dec. 22, 2017	Mar. 31, 2022
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued		$ 2,500,000
Tax assessment amount		$ 250,000
Maximum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective Income Tax Rate Reconciliation, Percent	35.00%
Minimum [Member]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]
Effective Income Tax Rate Reconciliation, Percent	21.00%