Stemtech (STEK) 10-Q/A 6 Jun 23 2023 Q1 Quarterly report (amended) Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 15, 2023
Cover [Abstract]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	No longer shell company
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	333-172172
Entity Registrant Name	STEMTECH CORPORATION
Entity Central Index Key	0001511820
Entity Tax Identification Number	87-2151440
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	10370 USA Today Way
Entity Address, City or Town	Miramar
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33025
City Area Code	(954)
Local Phone Number	715-6000
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		64,739,899

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash	$ 343,291	$ 132,487
Accounts receivable, net	12,535	34,767
Inventory, net	109,143	158,053
Prepaid expenses and other current assets	285,860	287,063
TOTAL CURRENT ASSETS	750,829	612,370
Property and equipment, net	26,410	27,296
Intangible assets, net	3,162,413	2,994,000
Long term deposits	23,416	23,065
Operating lease right-of-use assets - net	126,526	142,801
Goodwill	467,409	467,409
TOTAL ASSETS	4,557,003	4,266,941
CURRENT LIABILITIES:
Accounts payable and accrued expenses	3,444,987	3,396,543
Notes payable	289,949	446,246
Convertible debentures, net of discount	739,315	482,885
Operating lease liabilities - current	108,376	119,065
Deferred revenues	75,907	39,170
Factoring liability	78,247	214,249
Derivative liability	4,519,536	2,717,633
TOTAL CURRENT LIABILITIES	9,256,317	7,415,791
Operating lease liabilities – non-current	13,836	23,068
TOTAL LIABILITIES	9,270,153	7,438,859
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' DEFICIT
Common stock - $0.001 par value; 200,000,000 shares authorized; 61,136,808 and 53,442,147 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	61,137	53,442
Additional paid in capital	20,092,577	19,391,400
Accumulated other comprehensive loss	(260,890)	(247,760)
Accumulated deficit	(23,867,971)	(21,631,241)
Stemtech Corporation stockholders’ deficit	(3,975,147)	(2,434,159)
Non-controlling interest in subsidiaries	(738,003)	(737,759)
TOTAL STOCKHOLDERS DEFICIT	(4,713,150)	(3,171,918)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 4,557,003	$ 4,266,941

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par or stated value per share	$ 0.001	$ 0.001
Common Stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	61,136,808	53,442,147
Common stock, shares outstanding	61,136,808	53,442,147

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Net sales	$ 1,133,341	$ 1,156,308
Cost of goods sold	231,817	246,226
Freight-in	13,000	16,371
Total cost of goods sold	244,817	262,597
Gross profit	888,524	893,711
Cost of operations
Commissions	308,087	161,912
Selling and marketing	133,387	140,309
General and administrative	1,684,260	772,012
Research and development	13,800	0
Total operating expenses	2,139,534	1,074,233
Loss from operations	(1,251,010)	(180,522)
Other income (expense):
Interest expense	(1,881,166)	(525,366)
Change in fair value of derivative liabilities	392,355	197,510
Gain on extinguishment of debt	468,678	0
Other expenses, net	(1,248)	(1,024)
Total other expense	(1,021,381)	(328,880)
Loss before income taxes	(2,272,391)	(509,402)
Provision for income taxes	35,417	0
Net loss	(2,236,974)	(509,402)
Net loss attributable to noncontrolling interests	(244)	(14,662)
Net loss attributable to common stockholders	$ (2,236,730)	$ (494,740)
Net loss per common share
Basic	$ (0.04)	$ (0.01)
Diluted	$ (0.04)	$ (0.01)
Shares used to compute loss per share
Basic	58,307,347	44,685,673
Diluted	58,307,347	44,685,673
Comprehensive loss
Net loss	$ (2,236,730)	$ (494,740)
Change in foreign currency translation adjustments	(13,130)	(205,253)
Comprehensive loss attributable to common stockholders	$ (2,249,860)	$ (699,993)

Consolidated Statements of Stoc

Consolidated Statements of 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, 2021	$ 44,685	$ 10,116,296	$ (13,086,318)	$ (430,255)	$ (3,355,592)	$ (649,854)	$ (4,005,446)
Beginning balance, shares at Dec. 31, 2021	44,685,673
Stock based compensation		108,260			108,260		108,260
Foreign currency translation adjustment				(205,253)	(205,253)		(205,253)
Net loss attributable to non-controlling interests						(14,662)	(14,662)
Net loss			(494,740)		(49)		(494,740)
Ending balance, value at Mar. 31, 2022	$ 44,685	10,224,556	(13,581,058)	(635,508)	(3,947,325)	(664,516)	(4,611,841)
Ending balance, shares at Mar. 31, 2022	44,685,673
Beginning balance, value at Dec. 31, 2022	$ 53,442	19,391,400	(21,631,241)	(247,760)	(2,434,159)	(737,759)	(3,171,918)
Beginning balance, shares at Dec. 31, 2022	53,442,147
Stock based compensation		108,260			108,260		108,260
Stock issued for services	$ 28	65,326			65,354		65,354
Stock issued for services, shares	27,898
Conversion of convertible notes and accrued interest to common stock	$ 5,267	258,071			263,338		263,338
Conversion of convertible notes and accrued interest to common stock , shares	5,266,763
Stock issued for LFR Acquisition	$ 2,400	269,520			271,920		271,920
Stock issued upon acquisition of Globe Net, shares	2,400,000
Foreign currency translation adjustment				(13,130)	(13,130)		(13,130)
Net loss attributable to non-controlling interests						(244)	(244)
Net loss			(2,236,730)		(2,236,730)		(2,236,730)
Ending balance, value at Mar. 31, 2023	$ 61,137	$ 20,092,577	$ (23,867,971)	$ (260,890)	$ (3,975,147)	$ (738,003)	$ (4,713,150)
Ending balance, shares at Mar. 31, 2023	61,136,808

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
OPERATING ACTIVITIES
Net loss	$ (2,236,974)	$ (509,402)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	119,598	107,120
Amortization of right of use asset	16,275	(9,454)
Operating lease liabilities	(19,921)	8,474
Stock compensation expense	108,260	108,260
Non-cash interest expense from issuance on debt (derivative)	1,512,936	0
Amortization of debt discount	381,211	453,805
Change in fair value of derivative liabilities	(392,355)	(197,510)
Gain on extinguishment of debt	(468,678)	0
Stock issued for services	65,354	0
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	22,232	(4,488)
Inventory	48,910	152,590
Prepaid expenses and other current assets	1,203	80,002
Accounts payable and accrued expenses	230,897	(278,543)
Long term deposits	(351)	8,229
Deferred revenues	36,737	0
NET CASH USED IN OPERATING ACTIVITIES	(574,666)	(80,917)
INVESTING ACTIVITIES	0	0
NET CASH USED IN INVESTING ACTIVITIES	0	0
FINANCING ACTIVITIES
Proceeds from note payable	1,000,000	0
Payments on factoring arrangements	(194,954)	0
Repayment of note payable	(6,446)	(30,835)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	798,600	(30,835)
Effects of currency translation on cash	(13,130)	(205,253)
Net increase (decrease) in cash	210,804	(317,005)
Cash, beginning of period	132,487	828,206
Cash, end of period	343,291	511,201
Supplemental disclosure cash flow information:
Cash paid for interest	3,013	0
Cash paid for income taxes	0	0
Supplemental disclosure of cash flow information
Stock issued for LFR Acquisition	271,920	0
Issuance of common stock for conversion of debt	263,338	0
Recognition of right of use asset - operating lease	$ 0	$ 53,463

Organization and Basis of Prese

Organization and Basis of Presentation	3 Months Ended
	Mar. 31, 2023
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 ten (10) subsidiaries: 1) Stemtech HealthSciences Corp (U.S.A.) (“Stemtech HealthSciences”) – 100% 2) Stemtech Canada, Inc. (“Canada”) – 100% 3) Stemtech Health Sciences S. de R.L. de C.V. (“Mexico”) – 100% 4) Stemtech Services SARL de C.V. (Mexico) (“Stemtech Mexico”) – 100% 5) Stemtech Malaysia Holdings Sdn. Bhd. (“Malaysia Holdings”) – 100% 6) Stemtech Malaysia Sdn. Bhd. (“Malaysia”) – 70% 7) Stemtech Taiwan Holding, Inc. (“Taiwan”) – 100% 8) Tecrecel S.A. (“Ecuador”) – 100% 9) Food & Health Tech Foodhealth SA (“Ecuador FHTFH”) – 100% 10) Life Factor Research (“LFR”) – 100%

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2022, filed April 17, 2023. In the opinion of management, all adjustments (consisting of normal recurring adjustments unless otherwise indicated) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year as a whole. 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 $23.9 million and a working capital deficiency of approximately $ 8.5 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 March 31, 2023 and December 31, 2022. 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 at March 31, 2023, the Company had a reserve for sales returns of approximately $ 6,100 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 three months ended March 31, 2023 and 2022, the dilutive effect of 11,275,341 3,836,000 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. Sequencing Based upon ASC 840-15-25, the Company has adopted a approach regarding the application of ASC 815-40 to its outstanding convertible notes and warrants. Pursuant to the approach, the Company evaluates its contracts based upon the earliest issuance date.

Inventory

Inventory	3 Months Ended
	Mar. 31, 2023
Inventory Disclosure [Abstract]
Inventory	Note 3 – Inventory Inventory consists of the following components: Schedule of inventory March 31, December 31, 2023 2022 Finished goods $ 72,985 $ 103,297 Raw materials 36,158 54,756 Total Inventory $ 109,143 $ 158,053

Intangible Assets

Intangible Assets	3 Months Ended
	Mar. 31, 2023
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 Fair Value of the LFR Acquisition In March 2023, the Company acquired 100% of LFR, a research and development company with expertise in the formulation of products. The Company accounted for this transaction as an asset acquisition method of accounting as prescribed in ASC Topic 805 Business Combinations Fair Value Measurements and Disclosures The consideration paid for 100% of LFR was 2.4 million 271,920 The components of all acquired intangible assets were as follows at March 31, 2023 and December 31, 2022: Schedule of acquired intangible assets March 31, 2023 December 31, 2022 Average Estimated Life (Years) Patent products $ 2,344,900 $ 2,344,900 14 Trade names & trademarks 1,106,000 1,106,000 Indefinite Customer/distribution list 1,461,300 1,461,300 6 Non-compete agreement 287,125 – 18 months Accumulated amortization (2,036,912 ) (1,918,200 ) Total $ 3,162,413 $ 2,994,000

Operating Lease Commitments

Operating Lease Commitments	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
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 18,220 1.49 10 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 March 31, 2023: Schedule of Operating Lease Liabilities Maturity of operating lease liabilities for the following periods: April 1, 2023 to March 31, 2024 $ 109,639 April 1, 2024 to September 30, 2024 21,890 Total undiscounted operating lease payments 131,529 Less: imputed interest 9,318 Present value of operating lease liabilities $ 122,211 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.

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Notes Payable	Note 6 – Notes Payable Schedule of notes payable as of: Schedule of Notes Payable March 31, December 31, Secured Royalty Participation Agreements (1) $ – $ 150,000 Vehicle and equipment loans (2) 9,949 11,246 Notes payable (3) 280,000 285,000 Convertible notes payable, net of discount (4) 739,315 482,885 Total notes payable, net of discount $ 1,029,264 $ 929,131 (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 March 16, 2023. (See Legal Part I, 3.1) (2) In 2019, Malaysia borrowed $ 27,295 4.42 5 9,949 11,246 (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 10,000 280,000 285,000 (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 On February 28, 2023, the Company entered into a Global Settlement and Exchange of Senior Secured Convertible Promissory Note with Leonite Fund 1, LP (“Leonite), whereby Leonite agreed to settle all of its outstanding liability and the cancellation of their warrants in exchange for 10,538,152 110,000 On March 27, 2023, the Company and an institutional investor (the “Holder”) executed an investment agreement for up to $ 7,000,000 7,000,000 12 (i) the first disbursement in the amount of $1,000,000 occurred on March 27, 2023; (ii) the second disbursement in the amount of $200,000 is due within three (3) days after the filing of an S-1 registration statement; (iii) the third disbursement in the amount of $500,000 is due forty-five (45) days after effectiveness of an S-1 registration statement; and (iv) $120,000 is due forty-five (45) days after the third disbursement. On April 11, 2023, the Company entered into an Amendment of Promissory Note with MCUS LLC (“MCUS”), whereby MCUS agreed to convert its conversion price to $0.05. The balance of the four convertible notes payable, net of discount, as of March 31, 2023 and December 31, 2022 was $ 739,315 482,885

Derivative Liabilities

Derivative Liabilities	3 Months Ended
	Mar. 31, 2023
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 Subtopic 815-15 Embedded Derivatives Based upon ASC 840-15-25, the Company has adopted a approach regarding the application of ASC 815-40 to its outstanding convertible notes and warrants. Pursuant to the approach, the Company evaluates its contracts based upon the earliest issuance date. Schedule of Derivative Liabilities Schedule of Derivative Liabilities Derivative Liability - Convertible Notes Derivative Liability - Warrants Total Balance as of January 1, 2022 $ 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 Change due to issuances 1,279,735 1,233,201 2,512,936 Change due to redemptions (318,678 ) – (318,678 ) Change in fair value (332,500 ) (59,855 ) (392,355 ) Balance as of March 31, 2023 $ 3,272,351 $ 1,247,185 $ 4,519,536 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 following periods: Schedule of assumptions March 31, 2023 December 31, 2022 Stock price $0.09 - $10.85 $0.09 - $10.85 Contractual term (in years) 0.00 - 5.00 0.00 - 5.00 Volatility (annual) 49.4% - 238.6% 47.4% - 236% Risk-free rate 0.19% - 4.43% 0.19% - 4.38%

Financing Arrangement

Financing Arrangement	3 Months Ended
	Mar. 31, 2023
Financing Arrangement
Financing Arrangement	Note 8 – Financing Arrangement During the year ended December 31, 2022, the Company entered into five non-recourse agreements for the sale of future receipts receiving gross proceeds of $ 528,984 36 40 During the period ended March 31, 2023, the Company entered into two non-recourse agreements for the sale of future receipts for net proceeds of $ 571,500 449,000 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 March 31, 2023, there was an outstanding balance of $ 113,515 292,636 35,268 78,387

Stockholders_ (Deficit) Equity

Stockholders’ (Deficit) Equity	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Stockholders’ (Deficit) Equity	Note 9 – Stockholders’ (Deficit) Equity Shares issued as debt issuance costs 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 three months ended March 31, 2023, the Company issued 27,898 65,354 During the three months ended March 31, 2023 and 2022, the Company also recognized $ 108,260 Stock issued for LFR Acquisition During the period ended March 31, 2022, the Company issued 2,400,000 271,920 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 On January 13, 2023, the Company, under the terms of the note, issued 2,600,000 130,000 155,870 On January 23, 2023, the Company, under the terms of the note, issued 2,666,763 133,000 162,808

Related Parties

Related Parties	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Parties	Note 10 – Related Parties Notes Payable and Accrued Interest – Related Parties During the period ended March 31, 2022, the Company entered into the following related party transactions: · It recognized $ 62,500 108,260 · A company with a common director advanced the Company $1,400,000 35,000 · The Company paid its CFO $ 4,500 During the period ended March 31, 2023, the Company entered into the following related party transactions: · It recognized $ 145,833 in accrued salary for its Chairman and CEO in addition to the Company amortized $ 108,260 o f previous stock compensation granted to its Chairman and CEO that is being amortized over 10 years; · The Company paid $ 30,000 · The Company accrued $ 3,500 · The Company accrued $ 4,500 · A company with a common director advanced the Company $ 40,736 140,000 35,000 In addition, as at March 31, 2023, the Company owes Officers $ 179,509 179,509

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 11 – 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 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 in May 2021, and is making installment payments for the remaining $2,666 and were made subsequent to March 31, 2023 the Company received confirmation of settlement May 9, 2023. 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.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 12 – Subsequent Events On April 11, 2023, the Company entered into an Amendment of Promissory Note with MCUS LLC (“MCUS”), whereby MCUS agreed to convert its conversion price to $0.05. On May 5, 2023, the Company increased the number of authorized Common Stock of the Company to 400,000,000. On May 9, 2023, the Company filed an S-1 Registration Statement to register 189,121,101 Common Stock of the Company.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2022, filed April 17, 2023. In the opinion of management, all adjustments (consisting of normal recurring adjustments unless otherwise indicated) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year as a whole. All intercompany accounts and transactions have been eliminated in consolidation.
Going Concern	Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern. The Company has experienced recurring net losses and negative cash flows from operations since inception and has an accumulated deficit of approximately $23.9 million and a working capital deficiency of approximately $ 8.5 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	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 March 31, 2023 and December 31, 2022.
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 at March 31, 2023, the Company had a reserve for sales returns of approximately $ 6,100 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 three months ended March 31, 2023 and 2022, the dilutive effect of 11,275,341 3,836,000
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.
Sequencing	Sequencing Based upon ASC 840-15-25, the Company has adopted a approach regarding the application of ASC 815-40 to its outstanding convertible notes and warrants. Pursuant to the approach, the Company evaluates its contracts based upon the earliest issuance date.

Inventory (Tables)

Inventory (Tables)	3 Months Ended
	Mar. 31, 2023
Inventory Disclosure [Abstract]
Schedule of inventory	Schedule of inventory March 31, December 31, 2023 2022 Finished goods $ 72,985 $ 103,297 Raw materials 36,158 54,756 Total Inventory $ 109,143 $ 158,053

Intangible Assets (Tables)

Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of acquired intangible assets	Schedule of acquired intangible assets March 31, 2023 December 31, 2022 Average Estimated Life (Years) Patent products $ 2,344,900 $ 2,344,900 14 Trade names & trademarks 1,106,000 1,106,000 Indefinite Customer/distribution list 1,461,300 1,461,300 6 Non-compete agreement 287,125 – 18 months Accumulated amortization (2,036,912 ) (1,918,200 ) Total $ 3,162,413 $ 2,994,000

Operating Lease Commitments (Ta

Operating Lease Commitments (Tables)	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Schedule of Operating Lease Liabilities	Schedule of Operating Lease Liabilities Maturity of operating lease liabilities for the following periods: April 1, 2023 to March 31, 2024 $ 109,639 April 1, 2024 to September 30, 2024 21,890 Total undiscounted operating lease payments 131,529 Less: imputed interest 9,318 Present value of operating lease liabilities $ 122,211

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Schedule of Notes Payable	Schedule of Notes Payable March 31, December 31, Secured Royalty Participation Agreements (1) $ – $ 150,000 Vehicle and equipment loans (2) 9,949 11,246 Notes payable (3) 280,000 285,000 Convertible notes payable, net of discount (4) 739,315 482,885 Total notes payable, net of discount $ 1,029,264 $ 929,131

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	3 Months Ended
	Mar. 31, 2023
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 January 1, 2022 $ 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 Change due to issuances 1,279,735 1,233,201 2,512,936 Change due to redemptions (318,678 ) – (318,678 ) Change in fair value (332,500 ) (59,855 ) (392,355 ) Balance as of March 31, 2023 $ 3,272,351 $ 1,247,185 $ 4,519,536
Schedule of assumptions	Schedule of assumptions March 31, 2023 December 31, 2022 Stock price $0.09 - $10.85 $0.09 - $10.85 Contractual term (in years) 0.00 - 5.00 0.00 - 5.00 Volatility (annual) 49.4% - 238.6% 47.4% - 236% Risk-free rate 0.19% - 4.43% 0.19% - 4.38%

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Working capital	$ 8,500,000
Cash Equivalents, at Carrying Value	$ 0		$ 0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	11,275,341	3,836,000
Accounts Payable and Accrued Liabilities [Member]
Reserve for sales returns	$ 6,100		$ 7,000

Inventory (Details)

Inventory (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Finished goods	$ 72,985	$ 103,297
Raw materials	36,158	54,756
Total Inventory	$ 109,143	$ 158,053

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Acquired	$ 3,162,413	$ 2,994,000
Finite-Lived Intangible Assets, Accumulated Amortization	(2,036,912)	(1,918,200)
Patent Products [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Acquired	$ 2,344,900	2,344,900
Finite-Lived Intangible Asset, Useful Life	14
Trade Names And Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Acquired	$ 1,106,000	1,106,000
Finite-Lived Intangible Asset, Useful Life	Indefinite
Customer or Distribution List [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Acquired	$ 1,461,300	1,461,300
Finite-Lived Intangible Asset, Useful Life	6
Non Compete Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Acquired	$ 287,125	$ 0
Finite-Lived Intangible Asset, Useful Life	18 months

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)		3 Months Ended
	May 07, 2018	Mar. 31, 2023	Dec. 31, 2022
Indefinite-Lived Intangible Assets [Line Items]
Notes payable		$ 1,029,264	$ 929,131
Conversion of Stock, Shares Converted	2,000,000
Paid in cash	$ 400,000
Percentage of issued and outstanding	100%
Goodwill		467,409	467,409
Stock issued for acquisition, value		$ 271,920
L F R Acquisition [Member]
Indefinite-Lived Intangible Assets [Line Items]
Stock issued for acquisition, shares		2,400,000
Stock issued for acquisition, value		$ 271,920
Stemtech International [Member]
Indefinite-Lived Intangible Assets [Line Items]
Goodwill		$ 467,409	$ 467,409
RBCD 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 Commitments (De

Operating Lease Commitments (Details)	Mar. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Lease liability next twelve months	$ 109,639
Lease liability, year two	21,890
Total undiscounted operating lease payments	131,529
Less: imputed interest	9,318
Present value of operating lease liabilities	$ 122,211

Operating Lease Commitments (_2

Operating Lease Commitments (Details Narrative)	3 Months Ended
	Mar. 31, 2023 USD ($) ft²	Mar. 31, 2022 USD ($)
Product Liability Contingency [Line Items]
Operating lease expenses | $	$ 18,220	$ 18,220
Operating Lease, Weighted Average Remaining Lease Term	1 year 5 months 26 days
Operating Lease, Weighted Average Discount Rate, Percent	10%
Miramar Florida [Member] | Sunbearn Properties Inc [Member]
Product Liability Contingency [Line Items]
Area of Land | ft²	5,000

Notes Payable (Details)

Notes Payable (Details) - USD ($)		Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Notes Payable		$ 1,029,264	$ 929,131
Secured Royal Participation Agreement [Member]
Debt Instrument [Line Items]
Notes Payable	[1]	0	150,000
Vehicle And Equipment Loans [Member]
Debt Instrument [Line Items]
Notes Payable	[2]	9,949	11,246
Notes Payable [Member]
Debt Instrument [Line Items]
Notes Payable	[3]	280,000	285,000
Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Notes Payable	[4]	$ 739,315	$ 482,885
[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 March 16, 2023. (See Legal Part I, 3.1)[2]In 2019, Malaysia borrowed $ 27,295 4.42 5 9,949 11,246 375,000 45,000 22,500 225,000 10,000 280,000 285,000 2,423,738 154,173 2,400,000

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Mar. 27, 2023

Jul. 13, 2022

Feb. 28, 2023

Sep. 30, 2022

Dec. 31, 2019

Mar. 31, 2023

Dec. 31, 2022

Jun. 30, 2022

Mar. 31, 2022

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2019

Dec. 31, 2020

Debt Instrument [Line Items]

Notes Issued

$ 1,029,264

$ 929,131

$ 929,131

Gain (Loss) on Extinguishment of Debt

468,678

$ 0

Disbursement decription

(i) the first disbursement in the amount of $1,000,000 occurred on March 27, 2023; (ii) the second disbursement in the amount of $200,000 is due within three (3) days after the filing of an S-1 registration statement; (iii) the third disbursement in the amount of $500,000 is due forty-five (45) days after effectiveness of an S-1 registration statement; and (iv) $120,000 is due forty-five (45) days after the third disbursement.

Convertible notes payable

739,315

482,885

482,885

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

$ 27,295

Interest rate

4.42%

Debt matures term

5 years

Notes Issued

[1]

9,949

11,246

11,246

Notes Payable [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 375,000

$ 375,000

$ 225,000

Notes Issued

[2]

280,000

285,000

285,000

Debt Conversion, Converted Instrument, Shares Issued

45,000

Debt Instrument, Unamortized Discount

$ 22,500

$ 22,500

Two Promissory Notes [Member] | Investor [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

10,000

Notes Payable 1 [Member]

Debt Instrument [Line Items]

Notes Issued

280,000

285,000

285,000

Convertible Notes Payable [Member]

Debt Instrument [Line Items]

Notes Issued

[3]

739,315

482,885

$ 482,885

Debt Conversion, Converted Instrument, Shares Issued

4,114,816

Proceeds from Convertible Debt

$ 2,423,738

Debt Conversion, Converted Instrument, Amount

$ 798,526

Debt converted, interest converted

25,473

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 [Member] | Warrants [Member]

Debt Instrument [Line Items]

Warrants issued, shares

2,400,000

Convertible Notes Payable 1 [Member]

Debt Instrument [Line Items]

Stock issued for note extension, shares

100,000

Convertible Notes Payable 2 [Member]

Debt Instrument [Line Items]

Debt Instrument, Increase (Decrease), Net

$ 70,833

Gain (Loss) on Extinguishment of Debt

$ 955,658

252,429

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

Convertible Notes Payable 4 [Member] | Warrants [Member] | Tranche 1 [Member]

Debt Instrument [Line Items]

Warrants issued, shares

95,115

Convertible Notes Payable 4 [Member] | Warrants [Member] | Tranche 2 [Member]

Debt Instrument [Line Items]

Warrants issued, shares

81,760

Secured Convertible Promissory Note [Member] | Common Stock [Member]

Debt Instrument [Line Items]

Debt Conversion, Converted Instrument, Shares Issued

10,538,152

Secured Convertible Promissory Note [Member] | Warrant [Member]

Debt Instrument [Line Items]

Debt Conversion, Converted Instrument, Shares Issued

110,000

Convertible Promissory Note [Member] | Institutional Investor [Member] | Investment Agreement [Member]

Debt Instrument [Line Items]

Debt Instrument, Face Amount

$ 7,000,000

Convertible notes payable

$ 7,000,000

Original issue discount

12%

[1]In 2019, Malaysia borrowed $ 27,295 4.42 5 9,949 11,246 375,000 45,000 22,500 225,000 10,000 280,000 285,000 2,423,738 154,173 2,400,000

Derivative Liabilities (Details

Derivative Liabilities (Details - Derivative liabilities) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Balance as of December 31, 2022	$ 2,717,633	$ 4,224,585
Change due to issuances	2,512,936	5,366,289
Change due to redemptions	(318,678)	(10,096,512)
Change in fair value	(392,355)	3,223,271
Balance as of March 31, 2022	4,519,536	2,717,633
Warrant [Member]
Short-Term Debt [Line Items]
Balance as of December 31, 2022	73,839	2,972,188
Change due to issuances	1,233,201	1,964,761
Change due to redemptions	0	(7,246,201)
Change in fair value	(59,855)	2,383,091
Balance as of March 31, 2022	1,247,185	73,839
Convertible Notes [Member]
Short-Term Debt [Line Items]
Balance as of December 31, 2022	2,643,794	1,252,397
Change due to issuances	1,279,735	3,401,528
Change due to redemptions	(318,678)	(2,850,311)
Change in fair value	(332,500)	840,180
Balance as of March 31, 2022	$ 3,272,351	$ 2,643,794

Derivative Liabilities (Detai_2

Derivative Liabilities (Details - Assumptions)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, Determination of Fair Value	$0.09 - $10.85	$0.09 - $10.85
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, Determination of Fair Value	0.00 - 5.00	0.00 - 5.00
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, Determination of Fair Value	49.4% - 238.6%	47.4% - 236%
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, Determination of Fair Value	0.19% - 4.43%	0.19% - 4.38%

Financing Arrangement (Details

Financing Arrangement (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Proceeds from factoring liability	$ 571,500	$ 528,984
Cash Received For Future Receivables	449,000
Factoring liability	113,515	292,636
Factoring liability, discount	$ 35,268	$ 78,387
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 ($)

1 Months Ended

3 Months Ended

12 Months Ended

Jan. 23, 2023

Jan. 13, 2023

Dec. 09, 2022

Sep. 29, 2022

Sep. 21, 2022

Sep. 19, 2022

Aug. 26, 2022

Aug. 18, 2022

Jul. 13, 2022

Jun. 08, 2022

Jun. 08, 2022

Sep. 30, 2022

Mar. 31, 2023

Dec. 31, 2022

Mar. 31, 2022

Dec. 31, 2022

Accumulated Other Comprehensive Income (Loss) [Line Items]

Share-Based Payment Arrangement, Noncash Expense

$ 108,260

$ 108,260

Stock issued for LFR Acquisition

271,920

Gain (Loss) on Extinguishment of Debt

468,678

0

Notes Payable [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Gain (Loss) on Extinguishment of Debt

$ 162,808

$ 155,870

$ 41,435

$ 341,156

$ 100,808

$ 214,655

Debt Conversion, Converted Instrument, Shares Issued

2,666,763

2,600,000

256,410

1,355,222

250,438

329,670

Debt Conversion, Converted Instrument, Amount

$ 133,000

$ 130,000

$ 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

955,658

$ 252,429

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

$ 108,260

$ 108,260

Noteholder [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stock issued for loan extension, shares

100,000

Stock issued for loan extension, value

$ 300,000

Convertible Note Noteholder [Member] | Warrants [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stock issued for loan extension, shares

186,220

Warrants cancelled, shares

370,000

500,000

Convertible Note Noteholder [Member] | Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stock issued for loan extension, shares

200,000

75,512

Convertible Note Noteholder [Member] | Common Stock And Warrants [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Fair value of common stock

$ 1,213,710

Convertible Note Noteholder [Member] | Original Agreement Bonus [Member] | Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stock issued for loan extension, shares

74,488

Convertible Note Noteholder [Member] | Warrant Cancellation [Member] | Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stock issued for loan extension, shares

370,000

200,000

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]

Stock issued upon acquisition of Globe Net, shares

2,400,000

Stock issued for LFR Acquisition

$ 2,400

Common Stock [Member] | Officers Employees And Vendors [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of shares issued, shares

27,898

Number of shares issued, value

$ 65,354

Sub Total [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Stock issued for LFR Acquisition

$ 271,920

Lender [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of shares issued, shares

74,488

Shares Issued, Price Per Share

$ 2.68

$ 2.68

Number of shares issued, value

$ 200,000

Related Parties (Details Narrat

Related Parties (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Sep. 01, 2021
Related Party Transaction [Line Items]
Share-Based Payment Arrangement, Noncash Expense	$ 108,260	$ 108,260
Accounts Payable and Accrued Liabilities, Current	3,444,987		$ 3,396,543
Officers [Member]
Related Party Transaction [Line Items]
Deferred Compensation Liability, Current and Noncurrent	179,509		$ 179,509
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold	4,500	4,500
President And C O O [Member]
Related Party Transaction [Line Items]
Salary paid	30,000
Corporate Secretary [Member]
Related Party Transaction [Line Items]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold	3,500
Chairman and CEO [Member]
Related Party Transaction [Line Items]
Accrued Salaries, Current	145,833	62,500
Share-Based Payment Arrangement, Noncash Expense	108,260	108,260
Company With Common Director [Member]
Related Party Transaction [Line Items]
Accounts Payable and Accrued Liabilities, Current	40,736				$ 1,400,000
Interest Payable, Current	$ 140,000	$ 35,000		$ 35,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Aug. 06, 2019	Mar. 31, 2023	Dec. 31, 2022	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