Stemtech (STEK) 10-Q 22 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 18, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
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
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	STEK
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	false
Entity Common Stock, Shares Outstanding		44,795,673

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 399,729	$ 828,206
Accounts receivable, net	24,072	10,720
Inventory, net (Note 2)	201,127	436,405
Prepaid expenses and other current assets	220,517	324,708
Total current assets	845,445	1,600,039
Non-current assets:
Furniture and fixtures, net	30,667	33,168
Intangible assets, net	3,199,521	3,406,714
Goodwill	467,409	467,409
Operating lease right-of-use assets – net	146,847	174,100
Long term deposits	29,027	38,692
Total other assets	3,873,471	4,120,083
Total assets	4,718,916	5,720,122
Current liabilities:
Accounts payable and accrued expenses	3,865,725	4,050,798
Notes payable, net of discount (Note 3)	1,569,299	1,055,910
Factoring liability (Note 5)	217,907
Operating lease liabilities - current	65,359	55,745
Derivative liabilities (Note 4)	27,612,689	4,224,585
Total current liabilities	33,330,979	9,387,038
Non-current liabilities:
Notes payable - noncurrent (Note 3)	77,642	219,465
Operating lease liabilities - noncurrent	82,617	119,065
Total non-current liabilities	160,259	338,530
Total liabilities	33,491,238	9,725,568
Commitments and contingencies (Note 10)
Stockholders’ deficit
Common stock, $0.001 par value: 200,000,000 shares authorized; 44,795,673 and 44,685,673 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	44,795	44,685
Additional paid in capital	10,663,909	10,116,296
Accumulated other comprehensive loss	(267,548)	(430,255)
Accumulated deficit	(38,529,297)	(13,086,318)
Stemtech Corporation shareholders’ deficit	(28,088,141)	(3,355,592)
Non-controlling interest in subsidiaries	(684,181)	(649,854)
Total stockholders’ deficit	(28,772,322)	(4,005,446)
Total liabilities and stockholders’ deficit	$ 4,718,916	$ 5,720,122

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
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	44,795,673	44,685,673
Common stock, shares outstanding	44,795,673	44,685,673

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
NET SALES	$ 1,276,424	$ 1,025,112	$ 2,432,732	$ 2,100,873
Cost of goods sold	382,831	268,878	629,057	448,760
Freight-in	10,382	285	26,753	548
TOTAL COST OF GOODS SOLD	393,213	269,163	655,810	449,308
GROSS PROFIT	883,211	755,949	1,776,922	1,651,565
COST OF OPERATIONS
Commissions	293,140	142,452	455,052	241,582
Selling and marketing	139,275	81,355	279,584	210,960
General and administrative	1,478,990	1,110,358	2,251,002	1,852,326
TOTAL OPERATING EXPENSES	1,911,405	1,334,165	2,985,638	2,304,868
LOSS FROM OPERATIONS	(1,028,194)	(578,216)	(1,208,716)	(653,303)
OTHER INCOME (EXPENSE):
Other expenses, net	(927)	(62,647)	(1,951)	(67,409)
Interest expense	(645,651)	(132,360)	(1,171,017)	(222,590)
Change in fair value of derivative liabilities	(22,538,626)		(22,341,116)
Loss on extinguishment of debt	(878,806)		(878,806)
Gain on forgiveness of PPP Loan	124,300		124,300
TOTAL OTHER EXPENSE	(23,939,710)	(195,007)	(24,268,590)	(289,999)
LOSS BEFORE INCOME TAXES	(24,967,904)	(773,223)	(25,477,306)	(943,302)
PROVISION FOR INCOME TAXES
NET LOSS	(24,967,904)	(773,223)	(25,477,306)	(943,302)
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(19,665)	(10,658)	(34,327)	(14,735)
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$ (24,948,239)	$ (762,565)	$ (25,442,979)	$ (928,567)
Net loss per common share
Basic	$ (0.56)	$ (0.02)	$ (0.57)	$ (0.03)
Diluted	$ (0.56)	$ (0.02)	$ (0.57)	$ (0.03)
Shares used to compute loss per share
Basic	44,712,562	35,684,022	44,699,117	35,311,381
Diluted	44,712,562	35,684,022	44,699,117	35,311,381
Comprehensive loss
Net loss	$ (24,948,239)	$ (762,565)	$ (25,442,979)	$ (928,567)
Change in foreign currency translation adjustments	367,960	466,980	162,707	203,483
Comprehensive loss available to common stockholders	$ (24,580,279)	$ (295,585)	$ (25,280,272)	$ (725,084)

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
Stock based compensation	$ 2,506	362,849			365,355		365,355
Stock based compensation, shares	2,506,202
Foreign currency translation adjustment				203,483	203,483		203,483
Non-controlling interest						(14,735)	(14,735)
Net loss			(928,567)		(928,567)		(928,567)
Effect of recapitalization	$ 539	(539)
Effect of recapitalization, shares	540,000
Ending balance, value at Jun. 30, 2021	$ 37,291	8,631,873	(6,937,422)	(207,267)	1,524,475	(630,943)	893,532
Ending balance, shares at Jun. 30, 2021	37,292,700
Beginning balance, value at Mar. 31, 2021	$ 35,211	8,330,275	(6,174,857)	(674,247)	1,516,382	(620,285)	896,097
Beginning balance, shares at Mar. 31, 2021	35,213,304
Stock based compensation	$ 2,080	301,598			303,678		303,678
Stock based compensation, shares	2,079,396
Foreign currency translation adjustment				466,980	466,980		466,980
Non-controlling interest						(10,658)	(10,658)
Net loss			(762,565)		(762,565)		(762,565)
Ending balance, value at Jun. 30, 2021	$ 37,291	8,631,873	(6,937,422)	(207,267)	1,524,475	(630,943)	893,532
Ending balance, shares at Jun. 30, 2021	37,292,700
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		217,723			217,723		217,723
Foreign currency translation adjustment				162,707	162,707		162,707
Non-controlling interest						(34,327)	(34,327)
Net loss			(25,442,979)		(25,442,979)		(25,442,979)
Stock issued for services	$ 10	29,990			30,000		30,000
Stock issued for services, shares	10,000
Stock issued for loan extension	$ 100	299,900			300,000		300,000
Stock issued for loan extension, shares	100,000
Ending balance, value at Jun. 30, 2022	$ 44,795	10,663,909	(38,529,297)	(267,548)	(28,088,141)	(684,181)	(28,772,322)
Ending balance, shares at Jun. 30, 2022	44,795,673
Beginning balance, value at Mar. 31, 2022	$ 44,685	10,224,556	(13,581,058)	(635,508)	(3,947,325)	(664,516)	(4,611,841)
Beginning balance, shares at Mar. 31, 2022	44,685,673
Stock based compensation		109,463			109,463		109,463
Foreign currency translation adjustment				367,960	367,960		367,960
Non-controlling interest						(19,665)	(19,665)
Net loss			(24,948,239)		(24,948,239)		(24,948,239)
Stock issued for services	$ 10	29,990			30,000		30,000
Stock issued for services, shares	10,000
Stock issued for loan extension	$ 100	299,900			300,000		300,000
Stock issued for loan extension, shares	100,000
Ending balance, value at Jun. 30, 2022	$ 44,795	$ 10,663,909	$ (38,529,297)	$ (267,548)	$ (28,088,141)	$ (684,181)	$ (28,772,322)
Ending balance, shares at Jun. 30, 2022	44,795,673

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
OPERATING ACTIVITIES
Net loss	$ (25,477,306)	$ (943,302)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	216,717	223,986
Stock compensation expense	217,723	367,004
Stock issued to vendor for services	30,000
Amortization of debt discount	1,028,375
Amortization of right of use asset	27,253	22,928
Change in fair value of derivative liabilities	22,341,116
Loss on extinguishment of debt	878,806
Gain on forgiveness of PPP Loan	(124,300)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	(13,352)	13,320
Inventory	235,278	(21,378)
Prepaid expenses and other current assets	104,191	(56,707)
Accounts payable and accrued expenses	(192,096)	119,499
Long term deposits	9,665	(49,833)
Operating lease liabilities	(26,834)	(22,307)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(744,764)	(346,790)
FINANCING ACTIVITIES
Proceeds from factoring liability	241,000	176,245
Return of principal	88,215
Repayment of note payable and factoring liability	(175,635)	(58,664)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	153,580	117,581
Effects of currency translation on cash	162,707	203,483
Net increase (decrease) in cash	(428,477)	(25,726)
Cash, beginning of period	828,206	133,065
Cash, end of period	399,729	107,339
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	6 Months Ended
	Jun. 30, 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 previous name Globe Net Wireless Corp. On November 19 th th 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 was 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	6 Months Ended
	Jun. 30, 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 $ 38.5 32.4 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 June 30, 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 June 30, 2022 and 2021. Inventory consists of the following components: Schedule of inventory June 30, December 31, 2022 2021 Finished goods $ 119,771 $ 249,659 Raw materials 81,356 186,746 Total Inventory $ 201,127 $ 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 June 30, 2022, the Company had a reserve for sales returns of approximately $ 8,813 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	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Notes Payable	Note 3 – Notes Payable Schedule of Notes Payable June 30, December 31, Secured Royalty Participation Agreements (1) $ 150,000 $ 150,000 Vehicle and equipment loans (2) 16,503 18,123 Notes payable (3) (6) 285,000 285,000 Convertible notes payable, net of discount (4) 1,062,980 602,787 SBA loans (5) 132,458 219,465 Total notes payable, net of discount $ 1,646,941 $ 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, Malaysia 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 of convertible promissory notes to investors. The notes have maturity dates between nine months and three years and have interest rates between 8 % and 12 % per annum. The Company also issued 154,173 shares of common stock and granted warrants to purchase 2,400,000 shares of common stock at $ 3.00 per share. The value of the common stock and warrants were recorded as a discount of the note at fair value. The balance of the notes, net of discount, as of June 30, 2022 and December 31, 2021 was $ 1,062,980 602,787 . During the second quarter of 2022, one of the nine month notes was extended for an additional 60 days. As consideration for the 60 day extension, the Company agreed to pay 100,000 3 1 per share. The new conversion price shall be equal to the lower of (i) 50% of the lowest volume weighted average prices for Common Stock as reported at the close of trading on the market reporting trade prices for the Common Stock during the 30 trading days ending on, and including, the date of the notice of conversion and (ii) Closing Price on the Closing Date, not to exceed $ 2.25 (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 1.00 124,300 132,458 219,465 124,372 (6) On October 20, 2021, The Company issued two promissory notes to investors for a total of $ 10,000 . The notes mature in one year and have interest rates of 8.5 % per annum. The balance of these notes was $ 10,000

Derivative Liabilities

Derivative Liabilities	6 Months Ended
	Jun. 30, 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 , which gives rise to a Derivative Liability which is a non-cash liability. 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. During the year ended December 31, 2021, the Company issued an aggregate of $ 2,423,738 8,777,957 3 1 3 1 3,800,000 22,538,626 22,341,116 no 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 redemptions (305,944 ) - (305,944 ) Change due to issuances 530,040 822,892 1,352,932 Change in fair value 988,040 21,353,076 22,341,116 Balance as of June 30, 2022 $ 2,464,533 $ 25,148,156 $ 27,612,689 A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the fair value of derivative liabilities during the six months ended June 30, 2022 is as follows: Schedule of Fair Value of Derivative Liabilities Stock price $ 3.00 5.00 Contractual term (in years) 0.08 2.29 Volatility (annual) 61.2 79.5 % Risk-free rate 1.81 2.49 % A summary of 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: 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 were reviewed quarterly and were subject to change based primarily on management’s assessment of the probability of the events described occurring.

Factoring Liability

Factoring Liability	6 Months Ended
	Jun. 30, 2022
Factoring Liability
Factoring Liability	Note 5 – Factoring Liability In the second quarter of 2022, the Company entered into two non-recourse agreements for the sale of future receipts receiving net proceeds of $ 241,000 provides the Company with the ability to convert our account receivables into cash . Under the terms of the agreements, the Company must pay a specified amount each day until the financed receivables are fully paid. The agreements have an effective interest rate of approximately 95% 105% The Company accounts for this agreement as a financing arrangement, with the purchase price recorded as a liability and daily repayments made are a reduction of the liability. As of June 30, 2022, there was an outstanding balance of $ 217,907 no

Stockholders_ (Deficit) Equity

Stockholders’ (Deficit) Equity	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Stockholders’ (Deficit) Equity	Note 6 – Stockholders’ (Deficit) Equity Stock based compensation During the three and six-months ending June 30, 2021, the Company issued 2,079,396 2,506,202 303,678 365,355 During the three and six-months ended June 30, 2022, the Company issued 10,000 30,000 108,260 217,723 Stock issued for loan extension Per Note 3, on June 8, 2022, the Company issued 100,000 300,000

Legal Proceedings

Legal Proceedings	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings	Note 7 – 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 in 2018. 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 relating to a period prior to the new management team taking control in 2018. This matter is now settled, and the parties are adhering to a payment plan with a current balance due of $ 9,800 On March 4, 2020, Canon Financial Services, Inc., filed a lawsuit against the company in a dispute over office machine leases relating to a period prior to the new management team taking control in 2018. The Company settled this matter with Canon Financial Services out of Court for $ 10,664

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 8 – Income Taxes Prior to 2018, when the Company was acquired by the current management ownership group, the Mexican Tax Authorities completed an audit of Stemtech Mexico for the 2013 fiscal year and have issued a preliminarily assessment of $ 2.5 250,000

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events On July 13, 2022, the Company entered into an Amendment of its original Promissory Convertible Note of September 1, 2021 with the note holder. The terms of the original Note were Amended to increase the principal balance of the Note by $ 70,833 186,220 75,512 On August 18, 2022, the Company entered into an additional amendment of a previous amendment dated May 31, 2022, of its original Promissory Convertible Note executed on September 3, 2021. Under the terms the new amendment dated, August 18, 2022, the note is extended until September 30, 2022 and in exchange, the Company agreed to provide the note holder with a 200,000 500,000 200,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 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 $ 38.5 32.4 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 June 30, 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 June 30, 2022 and 2021. Inventory consists of the following components: Schedule of inventory June 30, December 31, 2022 2021 Finished goods $ 119,771 $ 249,659 Raw materials 81,356 186,746 Total Inventory $ 201,127 $ 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 June 30, 2022, the Company had a reserve for sales returns of approximately $ 8,813
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)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of inventory	Inventory consists of the following components: Schedule of inventory June 30, December 31, 2022 2021 Finished goods $ 119,771 $ 249,659 Raw materials 81,356 186,746 Total Inventory $ 201,127 $ 436,405

Notes Payable (Tables)

Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Schedule of Notes Payable	Schedule of Notes Payable June 30, December 31, Secured Royalty Participation Agreements (1) $ 150,000 $ 150,000 Vehicle and equipment loans (2) 16,503 18,123 Notes payable (3) (6) 285,000 285,000 Convertible notes payable, net of discount (4) 1,062,980 602,787 SBA loans (5) 132,458 219,465 Total notes payable, net of discount $ 1,646,941 $ 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, Malaysia 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 of convertible promissory notes to investors. The notes have maturity dates between nine months and three years and have interest rates between 8 % and 12 % per annum. The Company also issued 154,173 shares of common stock and granted warrants to purchase 2,400,000 shares of common stock at $ 3.00 per share. The value of the common stock and warrants were recorded as a discount of the note at fair value. The balance of the notes, net of discount, as of June 30, 2022 and December 31, 2021 was $ 1,062,980 602,787 . During the second quarter of 2022, one of the nine month notes was extended for an additional 60 days. As consideration for the 60 day extension, the Company agreed to pay 100,000 3 1 per share. The new conversion price shall be equal to the lower of (i) 50% of the lowest volume weighted average prices for Common Stock as reported at the close of trading on the market reporting trade prices for the Common Stock during the 30 trading days ending on, and including, the date of the notice of conversion and (ii) Closing Price on the Closing Date, not to exceed $ 2.25 (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 1.00 124,300 132,458 219,465 124,372 (6) On October 20, 2021, The Company issued two promissory notes to investors for a total of $ 10,000 . The notes mature in one year and have interest rates of 8.5 % per annum. The balance of these notes was $ 10,000

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	6 Months Ended
	Jun. 30, 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 redemptions (305,944 ) - (305,944 ) Change due to issuances 530,040 822,892 1,352,932 Change in fair value 988,040 21,353,076 22,341,116 Balance as of June 30, 2022 $ 2,464,533 $ 25,148,156 $ 27,612,689
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 six months ended June 30, 2022 is as follows: Schedule of Fair Value of Derivative Liabilities Stock price $ 3.00 5.00 Contractual term (in years) 0.08 2.29 Volatility (annual) 61.2 79.5 % Risk-free rate 1.81 2.49 % A summary of 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: 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 %

Schedule of inventory (Details)

Schedule of inventory (Details) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Finished goods	$ 119,771	$ 249,659
Raw materials	81,356	186,746
Total Inventory	$ 201,127	$ 436,405

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Accumulated deficit	$ 38,529,297	$ 13,086,318
Working capital deficiency	32,400,000
Accounts Payable and Accrued Liabilities [Member]
Reserve for sales returns	$ 8,813

Schedule of Notes Payable (Deta

Schedule of Notes Payable (Details) - USD ($)		6 Months Ended	12 Months Ended
		Jun. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total notes payable, net of discount		$ 1,646,941	$ 1,275,375
Notes Payable [Member]
Debt Instrument [Line Items]
Notes Issued		$ 275,000	275,000
Notes Payable [Member] | Maximum [Member]
Debt Instrument [Line Items]
Common stock per share		$ 2.25
Secured Royal Participation Agreement [Member]
Debt Instrument [Line Items]
Total notes payable, net of discount	[1]	$ 150,000	150,000
Vehicle and Equipment Loans [Member]
Debt Instrument [Line Items]
Total notes payable, net of discount	[2]	16,503	18,123
Note Payable [Member]
Debt Instrument [Line Items]
Total notes payable, net of discount	[3],[4],[5],[6]	285,000	285,000
Convertible Notes Payable Net of Discount [Member]
Debt Instrument [Line Items]
Total notes payable, net of discount	[3],[4],[5],[6]	1,062,980	602,787
SBA Loans [Member]
Debt Instrument [Line Items]
Total notes payable, net of discount	[3],[4],[5],[6]	132,458	219,465
Promissory Note [Member] | Notes Payable [Member]
Debt Instrument [Line Items]
Notes Issued		$ 1,062,980	$ 602,787
Common stock per share			$ 3
[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 27,295 5 16,503 18,123 250,535 two years 1.00 124,300 132,458 219,465 124,372 375,000 10 45,000 22,500 225,000 8 10 275,000

Schedule of Notes Payable (De_2

Schedule of Notes Payable (Details) (Parenthetical) - USD ($)

1 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

Jul. 15, 2022

May 11, 2022

Dec. 31, 2019

Jun. 30, 2022

Jun. 30, 2021

Jun. 30, 2022

Jun. 30, 2021

Dec. 31, 2021

Oct. 20, 2021

Dec. 31, 2020

Jun. 30, 2018

Jun. 22, 2018

Jun. 15, 2018

Debt Instrument [Line Items]

Gain on forgiveness of the PPP Loan

$ (878,806)

$ (878,806)

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

Common stock shares issued

100,000

154,173

Notes Payable [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt instrument, interest rate

8%

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 3

$ 3

Notes Payable [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt instrument, interest rate

10%

Common stock per share

2.25

2.25

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 1

$ 1

Lenders [Member] | Notes Payable [Member]

Debt Instrument [Line Items]

Debt face amount

$ 375,000

Debt instrument, interest rate

10%

Paycheck Protection Program [Member] | Notes Payable [Member]

Debt Instrument [Line Items]

Debt face amount

$ 250,535

Debt instrument, interest rate

1%

Debt term

2 years

Gain on forgiveness of the PPP Loan

$ 124,372

$ 124,300

Loans payable

$ 132,458

$ 132,458

$ 219,465

Secured Royal Participation Agreement [Member]

Debt Instrument [Line Items]

Debt face amount

$ 150,000

$ 50,000

$ 100,000

Debt instrument, interest rate

18%

Percentage of loan amount

10%

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

16,503

18,123

Promissory Note [Member] | Notes Payable [Member]

Debt Instrument [Line Items]

Notes Issued

1,062,980

602,787

Aggregated convertible promissory notes shares, value

$ 2,423,738

Granted warrants to purchase shares

2,400,000

Common stock per share

$ 3

Promissory Note [Member] | Notes Payable [Member] | Minimum [Member]

Debt Instrument [Line Items]

Debt instrument, interest rate

8%

Promissory Note [Member] | Notes Payable [Member] | Maximum [Member]

Debt Instrument [Line Items]

Debt instrument, interest rate

12%

Two Promissory Notes [Member] | Notes Payable [Member]

Debt Instrument [Line Items]

Debt face amount

$ 10,000

Debt instrument, interest rate

8.50%

Notes Issued

$ 10,000

$ 10,000

Schedule of Derivative Liabilit

Schedule of Derivative Liabilities (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Short-Term Debt [Line Items]
Balance as of December 31, 2021			$ 4,224,585
Change due to redemptions			(305,944)
Change due to issuances			1,352,932
Change in fair value	$ 22,538,626		22,341,116
Balance as of June 30, 2022	27,612,689		27,612,689
Warrant [Member]
Short-Term Debt [Line Items]
Balance as of December 31, 2021			2,972,188
Change due to redemptions
Change due to issuances			822,892
Change in fair value			21,353,076
Balance as of June 30, 2022	25,148,156		25,148,156
Convertible Notes [Member]
Short-Term Debt [Line Items]
Balance as of December 31, 2021			1,252,397
Change due to redemptions			(305,944)
Change due to issuances			530,040
Change in fair value			988,040
Balance as of June 30, 2022	$ 2,464,533		$ 2,464,533

Schedule of Fair Value of Deriv

Schedule of Fair Value of Derivative Liabilities (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Minimum [Member]
Derivative [Line Items]
Contractual term (in years)	29 days	6 months 29 days
Maximum [Member]
Derivative [Line Items]
Contractual term (in years)	2 years 3 months 14 days	3 years
Measurement Input, Share Price [Member] | Minimum [Member]
Derivative [Line Items]
Risk-free rate	3	1.77
Measurement Input, Share Price [Member] | Maximum [Member]
Derivative [Line Items]
Risk-free rate	5	3.99
Measurement Input, Price Volatility [Member] | Minimum [Member]
Derivative [Line Items]
Risk-free rate	61.2	48.8
Measurement Input, Price Volatility [Member] | Maximum [Member]
Derivative [Line Items]
Risk-free rate	79.5	61.3
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Derivative [Line Items]
Risk-free rate	1.81	0.0019
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Derivative [Line Items]
Risk-free rate	2.49	0.0047

Derivative Liabilities (Details

Derivative Liabilities (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Derivative [Line Items]
Change in fair value	$ 22,538,626		$ 22,341,116
Change in fair value of derivative liabilities	$ (22,538,626)		$ (22,341,116)
Derivative Liabilities [Member] | Minimum [Member]
Derivative [Line Items]
Warrants exercise price reduced	$ 3		$ 3		$ 3
Derivative Liabilities [Member] | Maximum [Member]
Derivative [Line Items]
Warrants exercise price reduced	$ 1		$ 1		$ 1
Derivative Liabilities [Member] | Two Promissory Notes [Member]
Derivative [Line Items]
Convertible promissory notes shares issued			$ (22,341,116)		$ 2,423,738
Fair value of derivative liability					$ 8,777,957
Additional shares of common stock issued					3,800,000
Change in fair value	$ 22,538,626	0		0
Change in fair value of derivative liabilities			$ 22,341,116		$ (2,423,738)
Change in fair value of derivative liabilities	$ (22,538,626)	$ 0		$ 0

Factoring Liability (Details Na

Factoring Liability (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Proceeds from factoring liability	$ 241,000	$ 241,000	$ 176,245
Factoring liability outstanding	$ 217,907	$ 217,907
Minimum [Member]
Factoringliability effective interest rate	95%	95%
Maximum [Member]
Factoringliability effective interest rate	105%	105%

Stockholders_ (Deficit) Equity

Stockholders’ (Deficit) Equity (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Jun. 08, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Value of common stock shares issued for services		$ 30,000		$ 30,000
Stock issued for loan extension, values		$ 300,000		$ 300,000
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock shares issued			2,079,396		2,506,202
Value of common stock shares issued			$ 303,678		$ 365,355
Number of common stock shares issued for services		10,000		10,000
Value of common stock shares issued for services		$ 10		$ 10
Stock issued for loan extension, shares	100,000	100,000		100,000
Stock issued for loan extension, values	$ 300,000	$ 100		$ 100
Common Stock [Member] | Vendor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock shares issued for services		10,000
Value of common stock shares issued for services				30,000
Common Stock [Member] | Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Value of common stock shares issued for services		$ 108,260		$ 217,723

Legal Proceedings (Details Narr

Legal Proceedings (Details Narrative) - USD ($)	Mar. 04, 2020	Aug. 30, 2019	Aug. 06, 2019	Jun. 30, 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		$ 9,800
Settlement expense	$ 10,664

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	Jun. 30, 2022 USD ($)
Income Tax Disclosure [Abstract]
Income tax, interest and penalties	$ 2,500,000
Tax final assessment	$ 250,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	Jul. 18, 2022	Jul. 13, 2022
Subsequent Event [Line Items]
Increased principal balance of note		$ 70,833
Warrant granted		186,220
Common stock shares issued		75,512
Promissory Convertible Note [Member]
Subsequent Event [Line Items]
Warrant granted	500,000
Number of convertible shares issued	200,000