Stemtech (STEK) S-1 11 May 23 IPO registration Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2022
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	STEMTECH CORPORATION
Entity Central Index Key	0001511820
Entity Tax Identification Number	87-2151440
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	10370 USA Today Way
Entity Address, City or Town	Miramar
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33025
City Area Code	954
Local Phone Number	715-6000
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash	$ 132,487	$ 828,206
Accounts receivable, net	34,767	10,720
Inventory, net	158,053	436,405
Prepaid expenses and other current assets	287,063	324,708
TOTAL CURRENT ASSETS	612,370	1,600,039
Property and equipment, net	27,296	33,168
Intangible assets, net	2,994,000	3,406,714
Long term deposits	23,065	38,692
Operating lease right-of-use assets, net	142,801	174,100
Goodwill	467,409	467,409
TOTAL ASSETS	4,266,941	5,720,122
CURRENT LIABILITIES:
Accounts payable and accrued expenses	3,396,543	4,050,798
Operating lease liabilities, current	119,065	55,745
Notes payable	446,246	453,123
Convertible debentures, net of discount	482,885	602,787
Deferred revenues	39,170
Derivative liabilities	2,717,633	4,224,585
TOTAL CURRENT LIABILITIES	7,415,791	9,387,038
Notes payable, long term	0	219,465
Operating lease liabilities, long term	23,068	119,065
TOTAL LIABILITIES	7,438,859	9,725,568
COMMITMENTS AND CONTINGENCIES (Note 12)
Common stock - $0.01 par value; 200,000,000 shares authorized; 53,442,147 and 44,685,673 shares issued and outstanding as of December 31, 2022 and 2021, respectively	53,442	44,685
Additional paid in capital	19,391,400	10,116,296
Accumulated other comprehensive loss	(247,760)	(430,255)
Accumulated deficit	(21,631,241)	(13,086,318)
Stemtech Corporation stockholders’ deficit	(2,434,159)	(3,355,592)
Non-controlling interest in subsidiaries	(737,759)	(649,854)
TOTAL STOCKHOLDERS’ DEFICIT	(3,171,918)	(4,005,446)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 4,266,941	$ 5,720,122

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 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	53,442,147	44,685,673
Common Stock, Shares, Outstanding	53,442,147	44,685,673

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
NET SALES	$ 4,559,399	$ 4,321,245
COST OF GOODS SOLD:
Cost of goods sold	1,100,903	1,011,270
Freight-in	63,115	11,890
TOTAL COST OF GOODS SOLD	1,164,018	1,023,160
GROSS PROFIT	3,395,381	3,298,085
OPERATING EXPENSES:
Commissions	1,047,400	1,014,721
Selling and marketing	533,397	739,855
General and administrative	6,837,964	4,753,780
TOTAL OPERATING EXPENSES	8,418,761	6,508,356
OPERATING LOSS	(5,023,380)	(3,210,271)
OTHER INCOME (EXPENSE):
Change in fair value of derivative liability	(3,223,271)	4,553,372
Interest expense	(4,097,843)	(8,330,201)
Other income and expenses, net	7,928	(124,009)
Gain on extinguishment of debt	3,799,356	0
TOTAL OTHER EXPENSE, NET	(3,513,830)	(3,900,838)
LOSS BEFORE INCOME TAXES	(8,537,210)	(7,111,109)
PROVISION FOR INCOME TAXES	(95,618)	0
NET LOSS	(8,632,828)	(7,111,109)
NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(87,905)	(33,646)
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$ (8,544,923)	$ (7,077,463)
Net loss per common share
Basic	$ (0.19)	$ (0.20)
Diluted	$ (0.19)	$ (0.20)
Shares used to compute loss per share
Basic	46,014,138	35,311,381
Diluted	46,014,138	35,311,381
Comprehensive loss
Net loss available to common stockholders	$ (8,544,923)	$ (7,077,463)
Change in foreign currency translation adjustments	182,495	(19,505)
Comprehensive loss available to common stockholders	$ (8,362,428)	$ (7,096,968)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficit - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Sub Total [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value at Dec. 31, 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	$ 2,031	787,143			789,173		789,173
Stock based compensation, shares	2,030,744
Stock issued for services	$ 1,653	240,347			242,000		242,000
Stock issued for services, shares	1,652,591
Stock issued as debt discount	$ 154	462,365			462,519		462,519
Stock issued as debt discount , shares	154,173
Stock issued upon acquisition of Globe Net	$ 6,062	357,417			363,479		363,479
Stock issued upon acquisition of Globe Net, shares	6,061,667
Foreign currency translation adjustment				(19,505)	(19,505)		(19,505)
Non-controlling interest						(33,646)	(33,646)
Net loss			(7,077,463)		(7,077,463)		(7,077,463)
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
Stock based compensation		439,053			439,053		439,053
Stock issued for services	$ 3,586	3,553,546			3,557,132		3,557,132
Stock issued for services, shares	3,584,344
Foreign currency translation adjustment				182,495	182,495		182,495
Non-controlling interest						(87,905)	(87,905)
Net loss			(8,544,923)		(8,544,923)		(8,544,923)
Stock Issued During Period, Value, Conversion of Units	$ 4,114	823,886			828,000		828,000
Conversion of convertible notes and accrued interest to common stock , shares	4,114,816
Stock Issued During Period, Value, Conversion of Convertible Securities	$ 74	199,926			200,000		200,000
Shares issued as debt issuance cost , shares	74,488
Ending balance, value at Dec. 31, 2022	$ 53,442	$ 19,391,400	$ (21,631,241)	$ (247,760)	$ (2,434,159)	$ (737,759)	$ (3,171,918)
Ending balance, shares at Dec. 31, 2022	53,442,147

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (8,632,828)	$ (7,111,109)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	447,386	428,586
Operating leases	(1,378)	(102,325)
Stock compensation expense	3,996,187	1,031,173
Amortization of debt discount	2,428,539	602,787
Change in fair value of derivative liabilities	3,223,271	(4,553,372)
Gain on extinguishment of debt	(3,799,356)	0
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	(24,047)	15,102
Inventory	278,352	(237,778)
Prepaid expenses and other current assets	37,645	(109,122)
Other assets	0	8,053
Accounts payable and accrued expenses	(683,058)	1,217,832
Long term deposits	15,627	(19,818)
Deferred revenues	39,170	0
Net cash used in operating activities	(1,216,948)	(1,914,093)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable	611,266	3,321,969
Repayment of note payable	(586,783)	(658,230)
Stock issued for cash	100,002	0
Proceeds from note payable - related parties		(35,000)
Net cash provided by financing activities	338,734	2,628,739
Effects of currency translation on cash	182,495	(19,505)
Net increase (decrease) in cash	(695,719)	695,141
Cash, beginning of year	828,206	133,065
Cash, end of year	132,487	828,206
Supplemental disclosure cash flow information:
Cash paid for interest	36,205	11,389
Cash paid for income taxes	0	0
Supplemental disclosure of non-cash investing and financing activities:
Shares issued as debt discount	$ 200,000	$ 462,519

Organization and Basis of Prese

Organization and Basis of Presentation	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Basis of Presentation	Note 1 – Organization and Basis of Presentation Stemtech Corporation and its Subsidiaries (collectively, the “ Company On August 19, 2021, Stemtech Corporation (“ Stemtech Merger Agreement Globe Net GNTW Business Combinations The consolidated financial statements include the accounts of Stemtech (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 Holdings”) 6) Stemtech Malaysia Sdn. Bhd. (“Malaysia”) 7) Stemtech Taiwan Holding, Inc. (“Taiwan”) 8) Tecrecel S.A. (“Ecuador”) 9) Food & Health Tech Foodhealth SA (“Ecuador FHTFH”)

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and considering the requirements of the United States Securities and Exchange Commission (“SEC”). All intercompany accounts and transactions have been eliminated in consolidation. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. The Company has experienced recurring net losses and negative cash flows from operations since inception and has an accumulated deficit of approximately $21.6 million and a working capital deficiency of approximately $ 6.8 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 doubt 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 Inventory Inventory is comprised of finished goods and raw materials and is 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 December 31, 2022 and 2021. 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 Revenues from direct retail sales to consumers and revenues from independent distributors occur 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 one year following the original sale. As of both December 31, 2022 and 2021, the Company had a reserve for sales returns of approximately $ 7,000 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 loss. Transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive loss. Net Loss per Common Share, basic Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. For the years ended December 31, 2022 and 2021, the dilutive effect of 3,010,875 3,800,000 Fair Value Measurements As defined in ASC 820 “Fair Value Measurements,” The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued interest, notes payable and, convertible debentures. The carrying amounts of these financial instruments are of approximate fair value due to either length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements. The Company’s derivative liabilities are valued using option pricing models with Level 3 inputs.

Inventory

Inventory	12 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory	Note 3 – Inventory Inventory consists of the following components: Schedule of inventory December 31, December 31, 2022 2021 Finished goods $ 103,297 $ 249,659 Raw materials 54,756 186,746 Total Inventory $ 158,053 $ 436,405

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 4 – Intangible Assets On May 7, 2018, Stemtech Corporation purchased the assets of Stemtech International, Inc. (the “Former Parent Company”), out of a Chapter 7 Bankruptcy for $ 400,000 4,000,000 4,000,000 2,000,000 Pursuant to a bankruptcy decree, the Company paid $ 400,000 4,000,000 100 Fair Value of the Acquired Assets The Company accounted for the acquisitions as business combinations using the acquisition method of accounting as prescribed in ASC Topic 805 Business Combinations Fair Value Measurements and Disclosures The excess purchase price has been recorded as goodwill in the amount of $ 467,409 The components of the acquired intangible assets were as follows: Schedule of Acquired Intangible Assets Fair Average Value Estimated Life Patent products $ 2,344,900 14 Trade names & trademarks 1,106,000 Indefinite Customer/distribution list 1,461,300 6 Accumulated amortization (1,918,200 ) Total $ 2,994,000

Operating Lease Commitments

Operating Lease Commitments	12 Months Ended
	Dec. 31, 2022
Operating Lease Commitments
Operating Lease Commitments	Note 5 – Operating Lease Commitments On August 16, 2021, the Company extended its office space lease with Sunbeam Properties Inc. to rent approximately 5,000 85,629 105,673 187,734 In June 2022, the Company entered into a lease for office space in Mexico which terminates on May 31, 2024. The following table presents information about the amount and timing of liabilities arising from the Company’s operating leases as of December 31, 2022: Schedule of Operating Lease Liabilities Maturity of operating lease liabilities for the following fiscal years: 2023 $ 90,450 2024 63,851 Total undiscounted operating lease payments 154,301 Less: imputed interest 12,168 Present value of operating lease liabilities $ 142,133 The Company’s operating leases do not provide an implicit rate that can readily be determined. Therefore, the Company uses a discount rate based on its incremental borrowing rate, which is determined using the average of borrowing rates explicitly stated in the Company’s convertible debt. The Company’s weighted-average remaining lease term relating to its operating leases is 1.75 10 The Company incurred lease expense for its operating leases of $ 85,629 105,673

Notes Payable

Notes Payable	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Notes Payable	Note 6 – Notes Payable Schedule of notes payable as of: Schedule of Notes Payable December 31, December 31, Secured Royalty Participation Agreements (1) $ 150,000 $ 150,000 Vehicle and equipment loans (2) 11,246 18,123 Notes payable (3) (6) 285,000 285,000 Convertible notes payable, net of discount (4) 482,885 602,787 SBA loans (5) – 219,465 Total notes payable, net of discount $ 929,131 $ 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. 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 one year 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. This case was dismissed by the Court. See Legal Part I, 3.1. (2) In 2019, Malaysia borrowed $ 27,295 11,246 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 50,819 (4) During the year ended December 31, 2021, the Company issued an aggregate of $ 2,423,738 154,173 2,400,000 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 100,000 183,780 75,512 70,833 252,429 200,000 During the third and fourth quarters of 2022, the Company issued an aggregate of $ 400,000 95,115 81,760 During the year ended December 31, 2022, $ 798,526 25,473 4,114,816 482,885 381,259 482,885 602,787 (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. One of these notes was paid in full on January 18, 2023. The other has been extended until May 20, 2023.

Derivative Liabilities

Derivative Liabilities	12 Months Ended
	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Liabilities	Note 7 – Derivative Liabilities The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock, 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 Sub Topic 815-15 Embedded Derivatives Schedule of Derivative Liabilities Derivative Liability - Convertible Notes Derivative Liability - Warrants Total Balance as of December 31, 2020 $ – $ – $ – Change due to issuances 4,114,227 4,663,730 8,777,957 Change in fair value (2,861,830 ) (1,691,542 ) (4,553,372 ) Balance as of December 31, 2021 1,252,397 2,972,188 4,224,585 Change due to issuances 3,401,528 1,964,761 5,366,289 Change due to redemptions (2,850,311 ) (7,246,201 ) (10,096,512 ) Change in fair value 840,180 2,383,091 3,223,271 Balance as of December 31, 2022 $ 2,643,794 $ 73,839 $ 2,717,633 The Company used a Monte Carlo model to estimate the fair value of its derivatives. A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the fair value of derivative liabilities during the years ended December 31, 2022 and 2021 is as follows: Schedule of assumptions December 31, 2022 2021 Stock price $0.09 - $10.85 $1.77 - $3.99 Contractual term (in years) 0.00 - 5.00 0.58 - 3.00 Volatility (annual) 47.4% - 236% 48.8% - 61.3% Risk-free rate 0.19% - 4.38% 0.19% - 0.47%

Stockholders_ (Deficit) Equity

Stockholders’ (Deficit) Equity	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Stockholders’ (Deficit) Equity	Note 9 – Stockholders’ (Deficit) Equity Stock issued upon acquisition of Globe Net Pursuant to the Merger Agreement between Stemtech and Globe Net, the Company agreed to issue common stock to settle all outstanding notes payable of Globe Net. In October 2021 and November 2021, the Company issued an aggregate of 6,061,667 363,479 Shares issued as debt issuance costs During the year ended December 31, 2021, the Company issued 154,173 3.00 462,519 During the year ended December 31, 2022, the Company issued 74,488 2.68 200,000 Stock issuance for services and stock based compensation During the years ended December 31, 2022 and 2021, the Company issued 3,584,344 1,652,591 3,216,111 242,000 439,053 Stock issued for loan extension On June 8, 2022, the Company issued 100,000 300,000 878,806 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 was 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 of 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 4,106,707 Conversion of convertible notes and accrued interest to common stock 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 On December 9, 2022, the Company, under the terms of the note, issued 256,410 39,744 41,435 On December 9, 2022, the Company, under the terms of the note, issued 1,923,077 148,077 148,254

Related Parties

Related Parties	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Parties	Note 10 – Related Parties Notes Payable and Accrued Interest – Related Parties On May 15, 2020, the Company received a $10,000 loan from John W. Meyer, a related party. A promissory note was issued in the amount of $10,000 with a maturity date of August 15, 2020 (the “Meyer Note”). Interest on the Meyer Note accrued on the principal amount at the rate of eight and one-half percent (8.5%) per annum, payable in full including any accrued interest and late fees on August 15, 2020 and shall continue to accrue until paid in full. As of December 31, 2020, the Company owed $10,000 principal amount of the Meyer Note, plus $543 in interest. On June 29, 2021, John Meyer extended the Meyer Note until December 31, 2021. This note was paid in full in September 2021. In addition, on December 10, 2020, the Company received a $25,000 loan from Charles Arnold, a related party. A promissory note was issued in the amount of $25,000 with a maturity date of December 10, 2021 (the “Arnold Note”). Interest on the Arnold Note accrued on the principal amount at the rate of eight percent (8%) per annum, payable in full including any accrued interest and late fees on December 10, 2021 and shall continue to accrue until paid in full. As of December 31, 2020, the Company owed $25,000 principal amount of the Arnold Note, plus $117 in interest. On June 29, 2021, Charles Arnold extended the Arnold Note until December 31, 2021. This note was paid in full in September 2021. During the year ended December 31, 2022, the Company entered into the following related party transactions: · It recognized $ 250,000 439,054 439,054 · On September 7, 2022, the Company granted 974,344 2,806,111 · On December 29, 2022, the Company granted 1,500,000 150,000 · A current director previous advanced $ 100,000 7,604 7,538 · On December 29, 2022, the Company granted its Corporate Secretary 600,000 60,000 8,000 · A company with a common director advanced the Company $ 1,400,000 140,000 35,000 · The Company paid its CFO $ 7,500 In addition, as at December 31, 2022, the Company owes Officers $179,509 that is included in Accounts payable and accrued liabilities.

Segment and Geographic Informat

Segment and Geographic Information	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
Segment and Geographic Information	Note 11 – Segment and Geographic Information Operating segments are identified as components of an enterprise about which separate discreet financial information is available for evaluation by the chief operating officer, or chief executive officer, in making decisions on how to allocate resources and assess performance. The Company is operated and managed geographically, and management evaluates performance and allocates the Company’s resources on a geographic basis. Operating segments’ measure of profitability is based on loss from operations. The accounting policies for the reportable operating segments are the same as for the Company taken as a whole. The Company has three reportable operating segments: North America (including its subsidiaries in United States and Canada), Latin America (including subsidiaries in Mexico and Ecuador) and Asia (including its subsidiaries in Malaysia, Taiwan and Indonesia). Information about operating segments is as follows: Information about operating segments Year Ended December 31, 2022 2021 Geographic Net Sales: Americas $ 1,547,056 $ 1,866,154 Latin America 2,501,416 1,668,252 Asia 510,927 786,839 Total Net Sales $ 4,559,399 $ 4,321,245 Cost of Goods Sold: Americas $ 279,246 $ 304,615 Latin America 723,544 443,191 Asia 161,228 275,354 Total Cost of Goods Sold: $ 1,164,018 $ 1,023,160 Operating Expenses: Americas $ 6,057,305 $ 3,748,307 Latin America 1,823,365 2,059,381 Asia 538,091 700,668 Total Operating Expenses $ 8,418,761 $ 6,508,356 Loss from operations: Americas $ (4,789,494 ) $ (2,186,768 ) Latin America (45,493 ) (834,320 ) Asia (188,393 ) (189,183 ) Total Loss from Operations $ (5,023,380 ) $ (3,210,271 ) Total Assets by Geographic Location Americas $ 3,986,976 $ 5,211,878 Latin America 198,609 284,788 Asia 81,356 223,456 Total Assets $ 4,266,941 $ 5,720,122

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 12 – Commitments and Contingencies Legal proceedings In December 2018, PSIQ Inc. filed a lawsuit against the Company alleging non-payment of a combined loan in the amount of $ 150,000 On August 6, 2019, Ray Carter, the former CEO prior to the Company’s Bankruptcy, filed a lawsuit against the Company’s subsidiary Stemtech HealthSciences, alleging unpaid salary and vacation time dating to a period predating the Company’s current management team taking control in 2018. Mr. Carter’s claim is in the amount of $ 267,000 267,000 which is included in accounts payable and accrued expenses On March 4, 2020, Canon Financial Services, Inc., filed a lawsuit against the Company in a dispute over office machine leases. The Company settled this matter with Canon Financial Services out of Court for $ 32,000 6,665 In the opinion of management, the resolution of these matters, if any, will not have a material adverse impact on the Company’s consolidated financial position or consolidated results of operations.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 13 – Income Taxes Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. The FASB has issued ASC 740 “Income Taxes”. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company has not met the more-likely-than-not threshold as of December 31, 2022. The domestic and foreign components of loss before provision for income taxes were as follows: Domestic and foreign components of income Year Ended Year Ended December 31, 2022 December 31, 2021 Domestic $ (8,551,252 ) $ (6,083,667 ) Foreign 14,042 (1,027,442 ) Loss before provision for income taxes $ (8,537,210 ) $ (7,111,109 ) The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2022 and 2021 is as follows: Reconciliation of income tax expense Year Ended Year Ended December 31, 2022 December 31, 2021 Loss before income taxes $ (8,537,210 ) $ (7,111,109 ) Taxes benefits under statutory US tax rates (1,792,814 ) (1,493,333 ) Increase (decrease) in taxes resulting from: Increase in valuation allowance 2,697,747 2,984,299 Foreign tax rate differential 110,120 (73,413 ) Permanent differences (495,637 ) (955,027 ) State taxes (423,798 ) (462,526 ) Provision for income taxes $ 95,618 $ – Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities consist of the following: Schedule of deferred taxes December 31, 2022 December 31, 2021 Deferred tax assets Net operating loss carryforwards $ 6,132,841 $ 4,369,537 Stock based compensation 1,664,597 732,868 Intangibles (83,111 ) (88,159 ) Depreciation (1,986 ) – Other (209 ) 140 Total deferred tax assets 7,712,132 5,014,385 Valuation allowance (7,712,132 ) (5,014,385 ) Net deferred tax assets (liabilities) $ – $ – At December 31, 2022, the Company had net operating loss (“NOL”) carryforwards of approximately $ 24.4 million 20.6 million 3.8 million The Company applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as of December 31, 2022 and 2021, respectively. Prior to 2018, when the Company was acquired by the current management, the Mexican Tax Authorities completed an audit of Stemtech Mexico for the 2013 fiscal year and issued a preliminarily assessment of $2.5 million tax liability including interest and penalties. The Company had argued to date that this assessment was unfounded and on June 3, 2022, the Mexican Tax Court dismissed the claim asserted by the Mexican Tax Authorities. The Company, related to this assessment, owes no taxes whatsoever to the Mexican government.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 14 – Subsequent Events Management of the Company has performed a review of all events and transactions occurring after the consolidated balance sheet date to determine if there were any such events or transaction requiring adjustment to or disclosure in the accompanying consolidated financial statements, noting that no such events or transactions occurred other than the following items: On January 13, 2023, the Company, under the terms of one of its note agreements, issued 2,600,000 shares of common stock of the Company at $0.05 per share for the conversion of $130,000 of notes payable. On January 23, 2023, the Company, under the terms of one of its note agreements, issued 2,666,763 shares of common stock of the Company at $0.05 per share for the conversion of $133,338 of notes payable. One February 9, 2023, the Company issued 27,898 shares of common stock of the Company valued at $40,694 to consultants for services. On March 7, 2023, the Company acquired 100% of the issued and outstanding stock of Life Factor Research (“LFR”), a Wyoming corporation, in exchange for 2,4000,000 shares of common stock of the Company valued at $272,400. On March 27, 2023, the Company and an institutional investor executed an investment agreement for up to $7,000,000 through a convertible promissory note, share purchase agreement and warrant agreement. Per the terms of the agreement, the Company was tendered an initial $1,000,000, with further disbursements to follow. The agreement has a 12% original issue discount and carries interest at 7% per annum. The Company has an open right of redemption at 125% of face value.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and considering the requirements of the United States Securities and Exchange Commission (“SEC”). All intercompany accounts and transactions have been eliminated in consolidation.
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
Inventory	Inventory Inventory is comprised of finished goods and raw materials and is 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 December 31, 2022 and 2021.
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 Revenues from direct retail sales to consumers and revenues from independent distributors occur 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 one year following the original sale. As of both December 31, 2022 and 2021, the Company had a reserve for sales returns of approximately $ 7,000
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 loss. Transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive loss.
Net Loss per Common Share, basic	Net Loss per Common Share, basic Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. For the years ended December 31, 2022 and 2021, the dilutive effect of 3,010,875 3,800,000
Fair Value Measurements	Fair Value Measurements As defined in ASC 820 “Fair Value Measurements,” The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued interest, notes payable and, convertible debentures. The carrying amounts of these financial instruments are of approximate fair value due to either length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements. The Company’s derivative liabilities are valued using option pricing models with Level 3 inputs.

Inventory (Tables)

Inventory (Tables)	12 Months Ended
	Dec. 31, 2022
Inventory Disclosure [Abstract]
Schedule of inventory	Schedule of inventory December 31, December 31, 2022 2021 Finished goods $ 103,297 $ 249,659 Raw materials 54,756 186,746 Total Inventory $ 158,053 $ 436,405

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Acquired Intangible Assets	Schedule of Acquired Intangible Assets Fair Average Value Estimated Life Patent products $ 2,344,900 14 Trade names & trademarks 1,106,000 Indefinite Customer/distribution list 1,461,300 6 Accumulated amortization (1,918,200 ) Total $ 2,994,000

Operating Lease Commitments (Ta

Operating Lease Commitments (Tables)	12 Months Ended
	Dec. 31, 2022
Operating Lease Commitments
Schedule of Operating Lease Liabilities	Schedule of Operating Lease Liabilities Maturity of operating lease liabilities for the following fiscal years: 2023 $ 90,450 2024 63,851 Total undiscounted operating lease payments 154,301 Less: imputed interest 12,168 Present value of operating lease liabilities $ 142,133

Notes Payable (Tables)

Notes Payable (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Schedule of Notes Payable	Schedule of Notes Payable December 31, December 31, Secured Royalty Participation Agreements (1) $ 150,000 $ 150,000 Vehicle and equipment loans (2) 11,246 18,123 Notes payable (3) (6) 285,000 285,000 Convertible notes payable, net of discount (4) 482,885 602,787 SBA loans (5) – 219,465 Total notes payable, net of discount $ 929,131 $ 1,275,375

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	12 Months Ended
	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Derivative Liabilities	Schedule of Derivative Liabilities Derivative Liability - Convertible Notes Derivative Liability - Warrants Total Balance as of December 31, 2020 $ – $ – $ – Change due to issuances 4,114,227 4,663,730 8,777,957 Change in fair value (2,861,830 ) (1,691,542 ) (4,553,372 ) Balance as of December 31, 2021 1,252,397 2,972,188 4,224,585 Change due to issuances 3,401,528 1,964,761 5,366,289 Change due to redemptions (2,850,311 ) (7,246,201 ) (10,096,512 ) Change in fair value 840,180 2,383,091 3,223,271 Balance as of December 31, 2022 $ 2,643,794 $ 73,839 $ 2,717,633
Schedule of assumptions	Schedule of assumptions December 31, 2022 2021 Stock price $0.09 - $10.85 $1.77 - $3.99 Contractual term (in years) 0.00 - 5.00 0.58 - 3.00 Volatility (annual) 47.4% - 236% 48.8% - 61.3% Risk-free rate 0.19% - 4.38% 0.19% - 0.47%

Segment and Geographic Inform_2

Segment and Geographic Information (Tables)	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
Information about operating segments	Information about operating segments Year Ended December 31, 2022 2021 Geographic Net Sales: Americas $ 1,547,056 $ 1,866,154 Latin America 2,501,416 1,668,252 Asia 510,927 786,839 Total Net Sales $ 4,559,399 $ 4,321,245 Cost of Goods Sold: Americas $ 279,246 $ 304,615 Latin America 723,544 443,191 Asia 161,228 275,354 Total Cost of Goods Sold: $ 1,164,018 $ 1,023,160 Operating Expenses: Americas $ 6,057,305 $ 3,748,307 Latin America 1,823,365 2,059,381 Asia 538,091 700,668 Total Operating Expenses $ 8,418,761 $ 6,508,356 Loss from operations: Americas $ (4,789,494 ) $ (2,186,768 ) Latin America (45,493 ) (834,320 ) Asia (188,393 ) (189,183 ) Total Loss from Operations $ (5,023,380 ) $ (3,210,271 ) Total Assets by Geographic Location Americas $ 3,986,976 $ 5,211,878 Latin America 198,609 284,788 Asia 81,356 223,456 Total Assets $ 4,266,941 $ 5,720,122

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Domestic and foreign components of income	Domestic and foreign components of income Year Ended Year Ended December 31, 2022 December 31, 2021 Domestic $ (8,551,252 ) $ (6,083,667 ) Foreign 14,042 (1,027,442 ) Loss before provision for income taxes $ (8,537,210 ) $ (7,111,109 )
Reconciliation of income tax expense	Reconciliation of income tax expense Year Ended Year Ended December 31, 2022 December 31, 2021 Loss before income taxes $ (8,537,210 ) $ (7,111,109 ) Taxes benefits under statutory US tax rates (1,792,814 ) (1,493,333 ) Increase (decrease) in taxes resulting from: Increase in valuation allowance 2,697,747 2,984,299 Foreign tax rate differential 110,120 (73,413 ) Permanent differences (495,637 ) (955,027 ) State taxes (423,798 ) (462,526 ) Provision for income taxes $ 95,618 $ –
Schedule of deferred taxes	Schedule of deferred taxes December 31, 2022 December 31, 2021 Deferred tax assets Net operating loss carryforwards $ 6,132,841 $ 4,369,537 Stock based compensation 1,664,597 732,868 Intangibles (83,111 ) (88,159 ) Depreciation (1,986 ) – Other (209 ) 140 Total deferred tax assets 7,712,132 5,014,385 Valuation allowance (7,712,132 ) (5,014,385 ) Net deferred tax assets (liabilities) $ – $ –

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Equivalents, at Carrying Value	$ 0	$ 0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,010,875	3,800,000

Inventory (Details)

Inventory (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Finished goods	$ 103,297	$ 249,659
Raw materials	54,756	186,746
Total Inventory	$ 158,053	$ 436,405

Intangible Assets (Details)

Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Total acquired intangible assets	$ 2,994,000
Finite-Lived Intangible Assets, Accumulated Amortization	(1,918,200)
Patent Products [Member]
Finite-Lived Intangible Assets [Line Items]
Total acquired intangible assets	$ 2,344,900
Finite-Lived Intangible Asset, Useful Life	14 years
Trade Names And Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Total acquired intangible assets	$ 1,106,000
Customer Or Distribution List [Member]
Finite-Lived Intangible Assets [Line Items]
Total acquired intangible assets	$ 1,461,300
Finite-Lived Intangible Asset, Useful Life	6 years

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	May 07, 2018	Dec. 31, 2022	Dec. 31, 2021
Indefinite-Lived Intangible Assets [Line Items]
Notes payable	$ 4,000,000	$ 929,131	$ 1,275,375
Face value		6,061,667
Conversion of Stock, Shares Converted	2,000,000
Paid in cash	$ 400,000
Goodwill		467,409	$ 467,409
Stemtech International [Member]
Indefinite-Lived Intangible Assets [Line Items]
Goodwill		$ 467,409
R B C D Holdings [Member]
Indefinite-Lived Intangible Assets [Line Items]
Payments to Acquire Intangible Assets	400,000
Notes payable	4,000,000
Face value	$ 4,000,000

Operating Lease Liabilities (De

Operating Lease Liabilities (Details) - USD ($)	Dec. 31, 2022	Aug. 16, 2021
Operating Lease Commitments
2023	$ 90,450
2024	63,851
Total undiscounted operating lease payments	154,301
Less: imputed interest	12,168
Present value of operating lease liabilities	$ 142,133	$ 187,734

Operating Lease Commitments (De

Operating Lease Commitments (Details Narrative)	12 Months Ended
	Dec. 31, 2022 USD ($) ft²	Dec. 31, 2021 USD ($)	Aug. 16, 2021 USD ($)
Operating lease expenses	$ 85,629	$ 105,673
Operating Lease, Right-of-Use Asset	142,801	$ 174,100	$ 187,734
Operating Lease, Liability	$ 142,133		$ 187,734
Operating Lease, Weighted Average Remaining Lease Term	1 year 9 months
Operating Lease, Weighted Average Discount Rate, Percent	10%
Miramar Florida [Member] | Sunbearn Properties Inc [Member]
Area of Land | ft²	5,000

Notes Payable (Details)

Notes Payable (Details) - USD ($)		Dec. 31, 2022	Dec. 31, 2021	May 07, 2018
Debt Instrument [Line Items]
Notes Payable		$ 929,131	$ 1,275,375	$ 4,000,000
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]	11,246	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]	482,885	602,787
S B A 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. 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 one year 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. This case was dismissed by the Court. See Legal Part I, 3.1.[2]In 2019, Malaysia borrowed $ 27,295 11,246 18,123 375,000 45,000 22,500 225,000 275,000 50,819 2,423,738 154,173 2,400,000 250,535 124,300 124,372 0 219,465

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)					1 Months Ended		3 Months Ended	12 Months Ended
		Jul. 15, 2022	Jul. 13, 2022	May 11, 2022	Sep. 30, 2022	Dec. 31, 2019	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	May 07, 2018
Debt Instrument [Line Items]
Debt Instrument, Face Amount							$ 6,061,667	$ 6,061,667
Notes Issued							929,131	929,131	$ 1,275,375		$ 4,000,000
Gain (Loss) on Extinguishment of Debt								3,799,356	0
Common Stock [Member]
Debt Instrument [Line Items]
Debt Conversion, Converted Instrument, Shares Issued					200,000
Vehicle And Equipment Loans [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount						$ 27,295
Notes Issued	[1]						11,246	11,246	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							50,819	50,819	50,819
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Notes Issued	[4]						$ 482,885	482,885	602,787
Debt Conversion, Converted Instrument, Shares Issued							4,114,816
Proceeds from Convertible Debt									2,423,738
Convertible notes payable							$ 482,885	482,885	$ 602,787
Debt Conversion, Converted Instrument, Amount							798,526
Notes Issued							482,885	482,885
Acrued interest							381,259	381,259
Convertible Notes Payable [Member] | Common Stock [Member]
Debt Instrument [Line Items]
Common stock shares issued									154,173
Convertible Notes Payable 2 [Member]
Debt Instrument [Line Items]
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			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							400,000	400,000
S B A 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
[1]In 2019, Malaysia borrowed $ 27,295 11,246 18,123 375,000 45,000 22,500 225,000 275,000 50,819 2,423,738 154,173 2,400,000 250,535 124,300 124,372 0 219,465

Derivative Liabilities (Details

Derivative Liabilities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Change due to issuances	$ 5,366,289	$ 8,777,957
Change in fair value	3,223,271	(4,553,372)
Change due to redemptions	(10,096,512)
Warrant [Member]
Short-Term Debt [Line Items]
Change due to issuances	1,964,761	4,663,730
Change in fair value	2,383,091	(1,691,542)
Change due to redemptions	(7,246,201)
Convertible Notes [Member]
Short-Term Debt [Line Items]
Change due to issuances	3,401,528	4,114,227
Change in fair value	840,180	$ (2,861,830)
Change due to redemptions	$ (2,850,311)

Derivative Liabilities (Detai_2

Derivative Liabilities (Details 1)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, Determination of Fair Value	$0.09 - $10.85	$1.77 - $3.99
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, Determination of Fair Value	0.00 - 5.00	0.58 - 3.00
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, Determination of Fair Value	47.4% - 236%	48.8% - 61.3%
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, Determination of Fair Value	0.19% - 4.38%	0.19% - 0.47%

Stockholders_ (Deficit) Equity

Stockholders’ (Deficit) Equity (Details Narrative) - USD ($)									1 Months Ended	3 Months Ended	12 Months Ended
	Dec. 09, 2022	Sep. 29, 2022	Sep. 21, 2022	Sep. 19, 2022	Aug. 26, 2022	Aug. 18, 2022	Jul. 13, 2022	Jun. 08, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt instrument, face amount										$ 6,061,667	$ 6,061,667
Number of common stock issued for acquisition												$ 363,479
Number of shares issued, value												462,519
Share-Based Payment Arrangement, Noncash Expense											3,996,187	1,031,173
Gain (Loss) on Extinguishment of Debt											3,799,356	0
Notes Payable [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Gain (Loss) on Extinguishment of Debt	$ 41,435	$ 341,156	$ 100,808	$ 214,655
Debt Conversion, Converted Instrument, Shares Issued	256,410	1,355,222	250,438	329,670
Debt Conversion, Converted Instrument, Amount	$ 39,744	$ 388,000	$ 100,000	$ 148,870
Payments of Stock Issuance Costs				$ 1,250
Notes Payable 1 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Gain (Loss) on Extinguishment of Debt	$ 148,254
Debt Conversion, Converted Instrument, Shares Issued	1,923,077
Debt Conversion, Converted Instrument, Amount	$ 148,077
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued									200,000
Note Extension [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Extinguishment of Debt, Gain (Loss), Income Tax								$ 878,806
Convertible Notes Payable 2 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt Instrument, Increase (Decrease), Net							$ 70,833
Gain (Loss) on Extinguishment of Debt										252,429	$ 955,658
Convertible Notes Payable 2 [Member] | Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued							183,780
Convertible Notes Payable 2 [Member] | Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued							75,512
Vesting Of Common Stock Of One Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Payment Arrangement, Noncash Expense										$ 439,053
Convertible Note Noteholder [Member] | Extinguishment Of Note [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Gain (Loss) on Extinguishment of Debt						$ 423,176
Convertible Note Noteholder [Member] | From Cancellation Of Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Gain (Loss) on Extinguishment of Debt					$ 4,106,707	$ 1,183,544
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of common stock issued for acquisition												$ 6,062
Number of shares issued, shares												154,173
Number of shares issued, value												$ 154
Common Stock [Member] | Officers Employees And Vendors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares											3,584,344	1,652,591
Number of shares issued, value											$ 3,216,111	$ 242,000
Lender [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued, shares											74,488	154,173
Shares Issued, Price Per Share										$ 2.68	$ 2.68	$ 3
Number of shares issued, value											$ 200,000	$ 462,519

Related Parties (Details Narrat

Related Parties (Details Narrative) - USD ($)			12 Months Ended
	Dec. 29, 2022	Sep. 07, 2022	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Share-Based Payment Arrangement, Noncash Expense			$ 3,996,187	$ 1,031,173
Stock Issued During Period, Value, Issued for Services			3,557,132	242,000
Accounts Payable and Accrued Liabilities, Current			3,396,543	4,050,798
Chairman And C E O [Member]
Related Party Transaction [Line Items]
Accrued Salaries, Current			250,000
Share-Based Payment Arrangement, Noncash Expense			439,054	439,054
Past And Current Directors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, Issued for Services		974,344
Stock Issued During Period, Value, Issued for Services		$ 2,806,111
Current Directors [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, Issued for Services	1,500,000
Stock Issued During Period, Value, Issued for Services	$ 150,000
Current Director [Member]
Related Party Transaction [Line Items]
Accounts Payable and Accrued Liabilities, Current			100,000
Interest Payable, Current			7,604	7,538
Corporate Secretary [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, Issued for Services	600,000
Stock Issued During Period, Value, Issued for Services	$ 60,000
Salary and Wage, Officer, Excluding Cost of Good and Service Sold			8,000
Common Director [Member]
Related Party Transaction [Line Items]
Accounts Payable and Accrued Liabilities, Current			1,400,000
Interest Payable, Current			140,000	$ 35,000
C E O [Member]
Related Party Transaction [Line Items]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold			$ 7,500

Segment Information (Details)

Segment Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	$ 4,559,399	$ 4,321,245
Cost of Revenue	1,164,018	1,023,160
Operating Expenses	8,418,761	6,508,356
Operating Income (Loss)	(5,023,380)	(3,210,271)
Assets	4,266,941	5,720,122
Americas [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,547,056	1,866,154
Cost of Revenue	279,246	304,615
Operating Expenses	6,057,305	3,748,307
Operating Income (Loss)	(4,789,494)	(2,186,768)
Assets	3,986,976	5,211,878
Latin America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	2,501,416	1,668,252
Cost of Revenue	723,544	443,191
Operating Expenses	1,823,365	2,059,381
Operating Income (Loss)	(45,493)	(834,320)
Assets	198,609	284,788
Asia [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	510,927	786,839
Cost of Revenue	161,228	275,354
Operating Expenses	538,091	700,668
Operating Income (Loss)	(188,393)	(189,183)
Assets	$ 81,356	$ 223,456

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Mar. 04, 2020	Aug. 06, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Non payment of the amount					$ 150,000
Claim amount		$ 267,000
Accrued salary			$ 267,000	$ 267,000
Settlement expense	$ 32,000
Settlement expense			$ 6,665

Income Taxes (Details - Compone

Income Taxes (Details - Components of income) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	$ (8,537,210)	$ (7,111,109)
Geographic Distribution, Domestic [Member]
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(8,551,252)	(6,083,667)
Geographic Distribution, Foreign [Member]
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	$ 14,042	$ (1,027,442)

Income Taxes (Details - Compo_2

Income Taxes (Details - Components of tax) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Loss before income taxes	$ (8,537,210)	$ (7,111,109)
Taxes benefits under statutory US tax rates	(1,792,814)	(1,493,333)
Increase in valuation allowance	2,697,747	2,984,299
Foreign tax rate differential	110,120	(73,413)
Permanent differences	(495,637)	(955,027)
State taxes	(423,798)	(462,526)
Provision for income taxes	$ 95,618	$ 0

Income Taxes (Details - Deferre

Income Taxes (Details - Deferred taxes) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss carryforwards	$ 6,132,841	$ 4,369,537
Stock based compensation	1,664,597	732,868
Intangibles	(83,111)	(88,159)
Depreciation	(1,986)	0
Other	(209)	140
Total deferred tax assets	7,712,132	5,014,385
Valuation allowance	(7,712,132)	(5,014,385)
Net deferred tax assets (liabilities)	$ 0	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	Dec. 31, 2022 USD ($)
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 24,400,000
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration	20,600,000
Non U S N O L [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	$ 3,800,000