Stemtech (STEK) 10-Q 23 Nov 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 18, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
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		48,625,347

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash	$ 123,086	$ 828,206
Accounts receivable, net	39,754	10,720
Inventory, net	181,797	436,405
Prepaid expenses and other current assets	255,056	324,708
TOTAL CURRENT ASSETS	599,693	1,600,039
Property and equipment, net	30,703	33,168
Intangible assets, net	3,096,761	3,406,714
Long term deposits	28,416	38,692
Operating lease right-of-use assets - net	127,713	174,100
Goodwill	467,409	467,409
TOTAL ASSETS	4,350,695	5,720,122
CURRENT LIABILITIES:
Accounts payable and accrued expenses	3,868,164	4,050,798
Operating lease liabilities - current	62,018	55,745
Notes payable, net of discount	1,391,506	1,055,910
Financing Arrangement	239,986	0
Derivative liability	3,433,405	4,224,585
TOTAL CURRENT LIABILITIES	8,995,079	9,387,038
Notes payable - Long term		219,465
Operating lease liabilities - noncurrent	71,552	119,065
TOTAL LIABILITIES	9,066,631	9,725,568
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS' EQUITY
Common stock - $0.01 par value; 200,000,000 shares authorized; 48,625,347 and 44,685,673 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	48,626	44,685
Additional paid in capital	17,736,628	10,116,296
Accumulated other comprehensive loss	(673,922)	(430,255)
Accumulated deficit	(21,112,380)	(13,086,318)
Stemtech Corporation shareholders’ deficit	(4,001,048)	(3,355,592)
Non-controlling interest in subsidiaries	(714,888)	(649,854)
TOTAL STOCKHOLDERS’ EQUITY	(4,715,936)	(4,005,446)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 4,350,695	$ 5,720,122

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par or stated value per share	$ 0.01	$ 0.01
Common Stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	48,625,347	44,685,673
Common stock, shares outstanding	48,625,347	44,685,673

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
NET SALES	$ 1,047,030	$ 907,854	$ 3,479,762	$ 3,008,727
COST OF GOODS SOLD:
Cost of goods sold	160,509	126,980	789,566	575,740
Freight-in	20,090	(548)	46,843	0
TOTAL COST OF GOODS SOLD	180,599	126,432	836,409	575,740
GROSS PROFIT	866,431	781,422	2,643,353	2,432,987
OPERATING EXPENSES:
Commissions	306,293	133,492	761,345	375,074
Selling and marketing	120,434	93,316	400,018	304,276
General and administrative	3,822,131	1,290,374	6,073,133	3,142,700
TOTAL OPERATING EXPENSES	4,248,858	1,517,182	7,234,496	3,822,050
OPERATING LOSS	(3,382,427)	(735,760)	(4,591,143)	(1,389,063)
OTHER INCOME (EXPENSE):
Change in fair value of derivative liability	18,229,091	2,710,228	(4,112,025)	2,710,228
Gain on forgiveness of PPP Loan	126,525	0	250,825	0
Interest expense	(1,833,911)	(7,322,599)	(3,004,928)	(7,545,189)
Other income and expenses, net	9,284	28,479	7,333	(38,930)
Gain on extinguishment of debt	4,237,648	0	3,358,842	0
TOTAL OTHER INCOME (EXPENSE)	20,768,637	(4,583,892)	(3,499,953)	(4,873,891)
INCOME (LOSS) BEFORE INCOME TAXES	17,386,210	(5,319,652)	(8,091,096)	(6,262,954)
PROVISION FOR INCOME TAXES
NET INCOME (LOSS)	17,386,210	(5,319,652)	(8,091,096)	(6,262,954)
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(30,707)	(10,262)	(65,034)	(24,997)
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS	$ 17,416,917	$ (5,309,390)	$ (8,026,062)	$ (6,237,957)
Net loss per common share
Basic	$ 0.38	$ (0.28)	$ (0.18)	$ (0.47)
Diluted	$ 0.38	$ (0.28)	$ (0.18)	$ (0.47)
Shares used to compute loss per share
Basic	45,588,294	19,103,079	44,983,240	13,259,899
Diluted	45,588,294	19,103,079	44,983,240	13,259,899
Comprehensive loss
Net loss	$ 17,416,917	$ (5,309,390)	$ (8,026,062)	$ (6,237,957)
Change in foreign currency translation adjustments	(406,374)	(477,992)	(243,667)	(274,509)
Comprehensive loss available to common stockholders	$ 17,010,543	$ (5,787,382)	$ (8,269,729)	$ (6,512,466)

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	$ 540	$ 102,366	$ (334,849)		$ (231,943)		$ (231,943)
Beginning balance, shares at Dec. 31, 2020	540,000
Stock based compensation	$ 1,855	382,149			384,004		384,004
Stock based compensation, shares	1,854,979
Stock issued for services	$ 1,653	240,347			242,000		242,000
Stock issued for services, shares	1,652,591
Stock issued as debt discount	$ 154	462,365			462,519		462,519
Stock issued as debt discount , shares	154,173
Effect of reverse merger transaction with Stemtech Corporation	$ 34,246	7,914,766	(5,674,006)	(410,750)	1,864,256	(616,208)	1,248,048
Effect of reverse merger transaction with Stemtech Corporation, shares	34,246,497
Foreign currency translation adjustment				(274,509)	(274,509)		(274,509)
Non-controlling interest						(24,997)	(24,997)
Net income			(6,237,957)		(6,237,957)		(6,237,957)
Ending balance, value at Sep. 30, 2021	$ 38,448	9,101,993	(12,246,812)	(685,259)	(3,791,630)	(641,205)	(4,432,835)
Ending balance, shares at Sep. 30, 2021	38,448,240
Beginning balance, value at Dec. 31, 2020	$ 540	102,366	(334,849)		(231,943)		(231,943)
Beginning balance, shares at Dec. 31, 2020	540,000
Ending balance, value at Dec. 31, 2021	$ 44,685	10,116,296	(13,086,318)	(430,255)	(3,355,592)	(649,854)	(4,005,446)
Ending balance, shares at Dec. 31, 2021	44,685,673
Beginning balance, value at Jun. 30, 2021	$ 540	153,542	(402,009)		(247,927)		(247,927)
Beginning balance, shares at Jun. 30, 2021	540,000
Stock based compensation	$ 1,001	257,999			259,000		259,000
Stock based compensation, shares	1,001,367
Stock issued as debt discount	$ 154	462,364			462,518		462,518
Stock issued as debt discount , shares	154,173
Effect of reverse merger transaction with Stemtech Corporation	$ 36,753	8,228,087	(6,535,413)	(207,267)	1,522,160	(630,943)	891,218
Effect of reverse merger transaction with Stemtech Corporation, shares	36,752,700
Foreign currency translation adjustment				(477,992)	(477,992)		(477,992)
Non-controlling interest						(10,262)	(10,262)
Net income			(5,309,390)		(5,309,390)		(5,309,390)
Ending balance, value at Sep. 30, 2021	$ 38,448	9,101,993	(12,246,812)	(685,259)	(3,791,630)	(641,205)	(4,432,835)
Ending balance, shares at Sep. 30, 2021	38,448,240
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		328,388			328,388		328,388
Stock issued for services	$ 986	2,835,125			2,836,111		2,836,111
Stock issued for services, shares	984,344
Stock issued for loan extension	$ 946	3,620,828			3,621,774		3,621,774
Stock issued for loan extension, shares	945,512
Conversion of convertible notes and accrued interest to common stock	$ 1,935	636,065			638,000		638,000
Conversion of convertible notes and accrued interest to common stock , shares	1,935,330
Shares issued as debt issuance cost	$ 74	199,926			200,000		200,000
Shares issued as debt issuance cost , shares	74,488
Foreign currency translation adjustment				(243,667)	(243,667)		(243,667)
Non-controlling interest						(65,034)	(65,034)
Net income			(8,026,062)		(8,026,062)		(8,026,062)
Ending balance, value at Sep. 30, 2022	$ 48,626	17,736,628	(21,112,380)	(673,922)	(4,001,048)	(714,888)	(4,715,936)
Ending balance, shares at Sep. 30, 2022	48,625,347
Beginning balance, value at Jun. 30, 2022	$ 44,795	10,663,909	(38,529,297)	(267,548)	(28,088,141)	(684,181)	(28,772,322)
Beginning balance, shares at Jun. 30, 2022	44,795,673
Stock based compensation		110,665			110,665		110,665
Stock issued for services	$ 976	2,805,135			2,806,111		2,806,111
Stock issued for services, shares	974,344
Stock issued for loan extension	$ 846	3,320,928			3,321,774		3,321,774
Stock issued for loan extension, shares	845,512
Conversion of convertible notes and accrued interest to common stock	$ 1,935	636,065			638,000		638,000
Conversion of convertible notes and accrued interest to common stock , shares	1,935,330
Shares issued as debt issuance cost	$ 74	199,926			200,000		200,000
Shares issued as debt issuance cost , shares	74,488
Foreign currency translation adjustment				(406,374)	(406,374)		(406,374)
Non-controlling interest						(30,707)	(30,707)
Net income			17,416,917		17,416,917		17,416,917
Ending balance, value at Sep. 30, 2022	$ 48,626	$ 17,736,628	$ (21,112,380)	$ (673,922)	$ (4,001,048)	$ (714,888)	$ (4,715,936)
Ending balance, shares at Sep. 30, 2022	48,625,347

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (8,091,096)	$ (6,262,954)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	330,169	325,108
Amortization of right of use asset	46,388	3,366
Stock compensation expense	328,388	626,004
Stock issued for services	2,836,111	0
Amortization of debt discount	2,400,670	138,897
Change in fair value of derivative liabilities	4,112,025	(2,710,228)
Non-cash interest expense from issuance on debt (derivative)	0	7,179,831
Gain on forgiveness of PPP Loan	(250,825)	0
Gain on extinguishment of debt	(3,358,842)	0
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	(29,034)	13,686
Inventory	254,608	39,897
Prepaid expenses and other current assets	69,652	(42,092)
Accounts payable and accrued expenses	406,600	256,194
Accrued payroll	0	1,109
Long term deposits	10,276	(25,169)
Operating lease liabilities	(41,240)	(2,380)
Other liabilities	0	93,908
Net cash used in operating activities	(976,150)	(364,823)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable	341,939	2,638,615
Repayment of note payable	(67,228)	(534,898)
Cash received in recapitalization transaction	0	693
Net proceeds from financing arrangement	239,986	0
Net cash provided by financing activities	514,697	2,104,410
Effects of currency translation on cash	(243,667)	(274,509)
Net increase (decrease) in cash	(705,120)	1,465,078
Cash, beginning of period	828,206	133,065
Cash, end of period	123,086	1,598,143
Supplemental Disclosure of Cash Flow Information
Recognition of right of use asset - operating lease	53,463	0
Shares issued as debt discount		$ 462,519

Organization and Basis of Prese

Organization and Basis of Presentation	9 Months Ended
	Sep. 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 th th On August 19, 2021, Stemtech Corporation (“ Stemtech Merger Agreement Globe Net GNTW 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 GAAP 1) 2) 3) 4) 5) 6) 7) 8) 9) 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	9 Months Ended
	Sep. 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 $ 21.1 million 8.4 million 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 September 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 as at September 30, 2022 and December 31, 2021. Inventory consists of the following components: Schedule of inventory September 30, December 31, 2022 2021 Finished goods $ 148,317 $ 249,659 Raw materials 33,480 186,746 Total Inventory $ 181,797 $ 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 September 30, 2022, the Company had a reserve for sales returns of approximately $ 7,388 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 ASC 260-10

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Notes Payable	Note 3 – Notes Payable Schedule of Notes Payable as of: Schedule of Notes Payable September 30, December 31, Secured Royalty Participation Agreements (1) $ 150,000 $ 150,000 Vehicle and equipment loans (2) 13,603 18,123 Notes payable (3) (6) 285,000 285,000 Convertible notes payable, net of discount (4) 942,903 602,787 SBA loans (5) – 219,465 Total notes payable, net of discount $ 1,391,506 $ 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 on June 15, 2018 and $50,000 on June 22, 2018). The loan amounts were due in June of 2019, plus an IRR of 18%. In consideration of these loan obligations, The Company agreed to pay a monthly royalty for 12 months being the greater of: x) 10% of the loan amount or y) 1.5% of the monthly gross revenues. PSI claims that these loans are in default, but the Company contends the loans reflected the terms of these agreements were usurious and contends that the loans are not legally enforceable obligations. (2) In 2019, Malaysia borrowed $ 27,295 13,603 18,123 (3) In 2019, the Company entered into various promissory notes with lenders in the aggregate principal balance of $ 375,000 45,000 22,500 225,000 275,000 68,235 (4) During the year ended December 31, 2021, the Company issued an aggregate of $ 2,423,738 154,173 2,400,000 942,903 602,787 367,417 During the second quarter of 2022, one of the nine-month notes was extended for an additional 60 days, until August 1, 2022. As consideration for the 60-day extension, the Company agreed to pay 100,000 200,000 471,333 16,666 1,605,660 39,304 On July 13, 2022, one of the notes was extended to September 1, 2022 in exchange for 183,780 75,512 70,833 252,429 141,007 7,743 329,670 386,632 In August 2022 and September 2022, the Company issued an aggregate of $ 200,000 47,693 40,880 (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 $ 250,535 124,300 124,372 0 219,465 (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	9 Months Ended
	Sep. 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 18,229,091 4,112,025 2,710,228 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 2,934,386 1,952,023 4,886,409 Change due to redemptions (2,543,413 ) (7,246,201 ) (9,789,614 ) Change in fair value (63,207 ) 4,175,232 4,112,025 Balance as of September 30, 2022 $ 1,580,163 $ 1,853,242 $ 3,433,405 A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the fair value of derivative liabilities during the nine months ended September 30, 2022 is as follows: Schedule of assumptions Stock price $ 0.655 10.85 Contractual term (in years) 0.00 – 5.00 Volatility (annual) 49.8 79.5 % Risk-free rate 1.36 3.85 % 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: Schedule of assumptions 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.

Financing Arrangement

Financing Arrangement	9 Months Ended
	Sep. 30, 2022
Disclosure Financing Arrangement Abstract
Financing Arrangement	Note 5 – Financing Arrangement During the period ending September 30, 2022, the Company entered into three non-recourse agreements for the sale of future receipts receiving gross proceeds of $ 363,450 36 40 The Company accounts for these agreements as a financing arrangement, with the purchase price recorded as a liability and daily repayments made are a reduction of the liability. As of September 30, 2022, there was an outstanding balance of $ 239,986 no

Stockholders_ (Deficit) Equity

Stockholders’ (Deficit) Equity	9 Months Ended
	Sep. 30, 2022
Equity [Abstract]
Stockholders’ (Deficit) Equity	Note 6 – Stockholders’ (Deficit) Equity Stock issuances On June 8, 2022, the Company issued 10,000 30,000 On June 8, 2022, the Company issued 100,000 300,000 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 74,488 955,658 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 200,000 500,000 200,000 423,176 1,183,544 On August 26, 2022, the Company cancelled 370,000 370,000 1,213,710 4,028,747 On September 7, 2022, the Company issued 974,344 2,806,111 On September 19, 2022, the Company, under the terms of the note, issued 329,670 148,870 1,250 214,655 On September 20, 2022, the Company, under the terms of the note, issued 250,438 100,000 100,808 On September 29, 2022, the Company, under the terms of the note, issued 1,355,222 388,000 341,156 During the three and nine-months ending September 30, 2022, the Company also recognized $ 110,665 328,388 During the three and nine-months ending September 30, 2022, the Company issued 3,829,674 3,939,674 7,076,551 7,624,273

Legal Proceedings

Legal Proceedings	9 Months Ended
	Sep. 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 of Stemtech International, Inc., the former parent company of the Company’s subsidiaries acquired out of the bankruptcy of Stemtech International, Inc. 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 agreed to a payment plan with the final payment having been made in August, 2022. 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	9 Months Ended
	Sep. 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 million 250,000

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events On October 24, 2022, the Company acquired 100% of issued and outstanding stock of Life Factor Research, a Wyoming corporation in exchange for 600,000 shares of the Company’s common stock. In addition, the Company will settle the debts of LFV for an additional shares of the Company’s common stock valued at $180,000.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 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 $ 21.1 million 8.4 million 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 September 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 as at September 30, 2022 and December 31, 2021. Inventory consists of the following components: Schedule of inventory September 30, December 31, 2022 2021 Finished goods $ 148,317 $ 249,659 Raw materials 33,480 186,746 Total Inventory $ 181,797 $ 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 September 30, 2022, the Company had a reserve for sales returns of approximately $ 7,388
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 ASC 260-10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2022
Accounting Policies [Abstract]
Schedule of inventory	Schedule of inventory September 30, December 31, 2022 2021 Finished goods $ 148,317 $ 249,659 Raw materials 33,480 186,746 Total Inventory $ 181,797 $ 436,405

Notes Payable (Tables)

Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of Notes Payable	Schedule of Notes Payable September 30, December 31, Secured Royalty Participation Agreements (1) $ 150,000 $ 150,000 Vehicle and equipment loans (2) 13,603 18,123 Notes payable (3) (6) 285,000 285,000 Convertible notes payable, net of discount (4) 942,903 602,787 SBA loans (5) – 219,465 Total notes payable, net of discount $ 1,391,506 $ 1,275,375

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	9 Months Ended
	Sep. 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 issuances 2,934,386 1,952,023 4,886,409 Change due to redemptions (2,543,413 ) (7,246,201 ) (9,789,614 ) Change in fair value (63,207 ) 4,175,232 4,112,025 Balance as of September 30, 2022 $ 1,580,163 $ 1,853,242 $ 3,433,405
Schedule of assumptions	Schedule of assumptions Stock price $ 0.655 10.85 Contractual term (in years) 0.00 – 5.00 Volatility (annual) 49.8 79.5 % Risk-free rate 1.36 3.85 %
Schedule of assumptions	Schedule of assumptions 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 %

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Finished goods	$ 148,317	$ 249,659
Raw materials	33,480	186,746
Total Inventory	$ 181,797	$ 436,405

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Accumulated deficit	$ 21,112,380	$ 13,086,318
Working capital deficiency	8,400,000
Accounts Payable and Accrued Liabilities [Member]
Reserve for sales returns	$ 7,388

Notes Payable (Details)

Notes Payable (Details) - USD ($)		Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Notes Payable		$ 1,391,506	$ 1,275,375
Secured Royal Participation Agreement [Member]
Debt Instrument [Line Items]
Notes Payable	[1]	150,000	150,000
Vehicle and Equipment Loans [Member]
Debt Instrument [Line Items]
Notes Payable	[2]	13,603	18,123
Notes Payable [Member]
Debt Instrument [Line Items]
Notes Payable	[3],[4]	285,000	285,000
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Notes Payable	[5]	942,903	602,787
SBA Loans [Member]
Debt Instrument [Line Items]
Notes Payable	[6]	$ 0	$ 219,465
[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 on June 15, 2018 and $50,000 on June 22, 2018). The loan amounts were due in June of 2019, plus an IRR of 18%. In consideration of these loan obligations, The Company agreed to pay a monthly royalty for 12 months being the greater of: x) 10% of the loan amount or y) 1.5% of the monthly gross revenues. PSI claims that these loans are in default, but the Company contends the loans reflected the terms of these agreements were usurious and contends that the loans are not legally enforceable obligations.[2]In 2019, Malaysia borrowed $ 27,295 13,603 18,123 375,000 45,000 22,500 225,000 275,000 68,235 10,000 2,423,738 154,173 2,400,000 942,903 602,787 367,417 250,535 124,300 124,372 0 219,465

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)							1 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended
		Sep. 16, 2022	Aug. 18, 2022	Jul. 15, 2022	Jul. 13, 2022	May 11, 2022	Dec. 31, 2019	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Notes Issued								$ 1,391,506			$ 1,391,506		$ 1,275,375
Gain (Loss) on Extinguishment of Debt								(4,237,648)		$ 0	(3,358,842)	$ 0
Vehicle and Equipment Loans [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount							$ 27,295
Notes Issued	[1]							13,603			13,603		18,123
Notes Payable [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount							$ 375,000							$ 225,000
Notes Issued	[2],[3]							285,000			285,000		285,000
Debt Conversion, Converted Instrument, Shares Issued							45,000
Debt Instrument, Unamortized Discount							$ 22,500
Notes Payable 1 [Member]
Debt Instrument [Line Items]
Notes Issued								275,000			275,000		275,000
Notes Issued								68,235			68,235		68,235
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Notes Issued	[4]							942,903			942,903		602,787
Notes Issued								367,417			367,417		367,417
Proceeds from Convertible Debt													$ 2,423,738
Convertible Notes Payable [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Common stock shares issued													154,173
Convertible Notes Payable [Member] | Warrants [Member]
Debt Instrument [Line Items]
Warrants issued, shares													2,400,000
Convertible Notes Payable 1 [Member]
Debt Instrument [Line Items]
Notes Issued								$ 39,304			39,304
Debt Conversion, Converted Instrument, Shares Issued								1,605,660
Stock issued for note extension, shares			200,000						100,000
Debt Conversion, Converted Instrument, Amount								$ 471,333
Debt converted, interest converted								16,666
Convertible Notes Payable 2 [Member]
Debt Instrument [Line Items]
Notes Issued								386,632			386,632
Debt Conversion, Converted Instrument, Amount		$ 141,007
Debt converted, interest converted		$ 7,743
Debt Instrument, Increase (Decrease), Net					$ 70,833
Gain (Loss) on Extinguishment of Debt								252,429			955,658
Convertible Notes Payable 2 [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Debt Conversion, Converted Instrument, Shares Issued		329,670			75,512
Convertible Notes Payable 2 [Member] | Warrants [Member]
Debt Instrument [Line Items]
Debt Conversion, Converted Instrument, Shares Issued					183,780
Convertible Notes Payable 4 [Member]
Debt Instrument [Line Items]
Convertible Notes Payable								200,000			$ 200,000
Convertible Notes Payable 4 [Member] | Warrants [Member] | Tranche 1 [Member]
Debt Instrument [Line Items]
Warrants issued, shares											47,693
Convertible Notes Payable 4 [Member] | Warrants [Member] | Tranche 2 [Member]
Debt Instrument [Line Items]
Warrants issued, shares											40,880
SBA Loans [Member]
Debt Instrument [Line Items]
Notes Issued	[5]							0			$ 0		$ 219,465
Debt face amount													250,535
Debt face amount				$ 124,372		$ 124,300
Two Promissory Notes [Member]
Debt Instrument [Line Items]
Notes Issued								$ 10,000			$ 10,000		$ 10,000
[1]In 2019, Malaysia borrowed $ 27,295 13,603 18,123 375,000 45,000 22,500 225,000 275,000 68,235 10,000 2,423,738 154,173 2,400,000 942,903 602,787 367,417 250,535 124,300 124,372 0 219,465

Derivative Liabilities (Details

Derivative Liabilities (Details)	9 Months Ended
	Sep. 30, 2022 USD ($)
Short-Term Debt [Line Items]
Balance as of December 31, 2021	$ 4,224,585
Change due to issuances	4,886,409
Change due to redemptions	(9,789,614)
Change in fair value	4,112,025
Balance as of June 30, 2022	3,433,405
Warrant [Member]
Short-Term Debt [Line Items]
Balance as of December 31, 2021	2,972,188
Change due to issuances	1,952,023
Change due to redemptions	(7,246,201)
Change in fair value	4,175,232
Balance as of June 30, 2022	1,853,242
Convertible Notes [Member]
Short-Term Debt [Line Items]
Balance as of December 31, 2021	1,252,397
Change due to issuances	2,934,386
Change due to redemptions	(2,543,413)
Change in fair value	(63,207)
Balance as of June 30, 2022	$ 1,580,163

Schedule of assumptions (Detail

Schedule of assumptions (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Minimum [Member]
Derivative [Line Items]
Derivative liablities contractual term		6 months 29 days
Maximum [Member]
Derivative [Line Items]
Derivative liablities contractual term	5 years	3 years
Measurement Input, Share Price [Member] | Minimum [Member]
Derivative [Line Items]
Derivative Liability, Measurement Input	0.655	1.77
Measurement Input, Share Price [Member] | Maximum [Member]
Derivative [Line Items]
Derivative Liability, Measurement Input	10.85	3.99
Measurement Input, Price Volatility [Member] | Minimum [Member]
Derivative [Line Items]
Derivative Liability, Measurement Input	49.8	48.8
Measurement Input, Price Volatility [Member] | Maximum [Member]
Derivative [Line Items]
Derivative Liability, Measurement Input	79.5	61.3
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Derivative [Line Items]
Derivative Liability, Measurement Input	1.36	0.19
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Derivative [Line Items]
Derivative Liability, Measurement Input	3.85	0.47

Derivative Liabilities (Detai_2

Derivative Liabilities (Details - Assumptions)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Minimum [Member]
Derivative [Line Items]
Derivative liablities contractual term		6 months 29 days
Maximum [Member]
Derivative [Line Items]
Derivative liablities contractual term	5 years	3 years
Measurement Input, Share Price [Member] | Minimum [Member]
Derivative [Line Items]
Derivative Liability, Measurement Input	0.655	1.77
Measurement Input, Share Price [Member] | Maximum [Member]
Derivative [Line Items]
Derivative Liability, Measurement Input	10.85	3.99
Measurement Input, Price Volatility [Member] | Minimum [Member]
Derivative [Line Items]
Derivative Liability, Measurement Input	49.8	48.8
Measurement Input, Price Volatility [Member] | Maximum [Member]
Derivative [Line Items]
Derivative Liability, Measurement Input	79.5	61.3
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Derivative [Line Items]
Derivative Liability, Measurement Input	1.36	0.19
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Derivative [Line Items]
Derivative Liability, Measurement Input	3.85	0.47

Derivative Liabilities (Detai_3

Derivative Liabilities (Details Narrative) - Convertible Promissory Notes [Member] - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Proceeds from Convertible Debt					$ 2,423,738
Derivative Liability, Subject to Master Netting Arrangement, before Offset					$ 8,777,957
Derivative, Gain on Derivative	$ 18,229,091	$ 2,710,228		$ 2,710,228
Derivative, Loss on Derivative			$ 4,112,025

Financing Arrangement (Details

Financing Arrangement (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Proceeds from factoring liability	$ 363,450
Factoring liability	$ 239,986	$ 0
Minimum [Member]
Factoring liability effective interest rate	36%
Maximum [Member]
Factoring liability effective interest rate	40%

Stockholders_ (Deficit) Equity

Stockholders’ (Deficit) Equity (Details Narrative) - USD ($)										3 Months Ended		9 Months Ended
	Sep. 29, 2022	Sep. 21, 2022	Sep. 19, 2022	Sep. 16, 2022	Sep. 07, 2022	Aug. 26, 2022	Aug. 18, 2022	Jul. 13, 2022	Jun. 08, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class of Stock [Line Items]
Number of common stock shares issued for services										$ 2,806,111		$ 2,836,111	$ 242,000
Gain (Loss) on Extinguishment of Debt										(4,237,648)	$ 0	(3,358,842)	0
Gain (Loss) on Extinguishment of Debt										4,237,648	0	3,358,842	0
Share-Based Payment Arrangement, Noncash Expense												328,388	626,004
Stock Issued During Period, Value, New Issues											$ 462,518		$ 462,519
Notes Payable [Member]
Class of Stock [Line Items]
Gain (Loss) on Extinguishment of Debt	$ (341,156)	$ (100,808)	$ (214,655)
Gain (Loss) on Extinguishment of Debt	$ 341,156	$ 100,808	$ 214,655
Debt Conversion, Converted Instrument, Shares Issued	1,355,222	250,438	329,670
Debt Conversion, Converted Instrument, Amount	$ 388,000	$ 100,000	$ 148,870
Payments of Stock Issuance Costs			$ 1,250
Vesting Of Common Stock Of One Officer [Member]
Class of Stock [Line Items]
Share-Based Payment Arrangement, Noncash Expense										110,665		328,388
Convertible Notes Payable 2 [Member]
Class of Stock [Line Items]
Debt Instrument, Increase (Decrease), Net								$ 70,833
Gain (Loss) on Extinguishment of Debt										252,429		955,658
Gain (Loss) on Extinguishment of Debt										$ (252,429)		$ (955,658)
Debt Conversion, Converted Instrument, Amount				$ 141,007
Convertible Notes Payable 2 [Member] | Warrants [Member]
Class of Stock [Line Items]
Debt Conversion, Converted Instrument, Shares Issued								183,780
Convertible Notes Payable 2 [Member] | Common Stock [Member]
Class of Stock [Line Items]
Debt Conversion, Converted Instrument, Shares Issued				329,670				75,512
Vendor [Member]
Class of Stock [Line Items]
Number of common stock shares issued for services									10,000
Number of common stock shares issued for services									$ 30,000
Noteholder [Member]
Class of Stock [Line Items]
Stock issued for loan extension, shares									100,000
Stock issued for loan extension, value									$ 300,000
Convertible Note Noteholder [Member] | Extinguishment Of Note [Member]
Class of Stock [Line Items]
Gain (Loss) on Extinguishment of Debt							$ 423,176
Gain (Loss) on Extinguishment of Debt							(423,176)
Convertible Note Noteholder [Member] | From Cancellation Of Warrants [Member]
Class of Stock [Line Items]
Gain (Loss) on Extinguishment of Debt						$ (4,028,747)	(1,183,544)
Gain (Loss) on Extinguishment of Debt						$ 4,028,747	$ 1,183,544
Convertible Note Noteholder [Member] | Warrants [Member]
Class of Stock [Line Items]
Stock issued for loan extension, shares								186,220
Warrants cancelled, shares						370,000	500,000
Convertible Note Noteholder [Member] | Common Stock [Member]
Class of Stock [Line Items]
Stock issued for loan extension, shares							200,000	75,512
Convertible Note Noteholder [Member] | Common Stock [Member] | Original Agreement Bonus [Member]
Class of Stock [Line Items]
Stock issued for loan extension, shares								74,488
Convertible Note Noteholder [Member] | Common Stock [Member] | Warrant Cancellation [Member]
Class of Stock [Line Items]
Stock issued for loan extension, shares						370,000	200,000
Convertible Note Noteholder [Member] | Common Stock And Warrants [Member]
Class of Stock [Line Items]
[custom:FairValueOfCommonStock-0]						$ 1,213,710
Current And Past Directors [Member]
Class of Stock [Line Items]
Number of common stock shares issued for services					974,344
Number of common stock shares issued for services					$ 2,806,111
Officer And Investors [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues										3,829,674		3,939,674
Stock Issued During Period, Value, New Issues										$ 7,076,551		$ 7,624,273

Legal Proceedings (Details Narr

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

Income Taxes (Details Narrative

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