Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 16, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
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 | 4851 Tamiami Trail North, Suite 200 | |
Entity Address, City or Town | Naples | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 34103 | |
City Area Code | (954) | |
Local Phone Number | 715-6000 | |
Title of 12(b) Security | Common Stock, par value $0.001 | |
Trading Symbol | STEK | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 100,169,170 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash | $ 283,878 | $ 132,487 |
Accounts receivable, net | 23,170 | 34,767 |
Inventory, net | 225,719 | 158,053 |
Prepaid expenses and other current assets | 231,212 | 287,063 |
TOTAL CURRENT ASSETS | 763,979 | 612,370 |
Property and equipment, net | 23,130 | 27,296 |
Intangible assets, net | 3,011,798 | 2,994,000 |
Long term deposits | 23,675 | 23,065 |
Operating lease right-of-use assets, net | 112,222 | 142,801 |
Goodwill | 467,409 | 467,409 |
TOTAL ASSETS | 4,402,213 | 4,266,941 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 3,131,037 | 3,396,543 |
Notes payable | 1,353,247 | 446,246 |
Convertible debentures, net of discount | 1,056,348 | 482,885 |
Operating lease liabilities - current | 106,614 | 119,065 |
Deferred revenues | 52,866 | 39,170 |
Factoring liability | 9,722 | 214,249 |
Derivative liability | 0 | 2,717,633 |
TOTAL CURRENT LIABILITIES | 5,709,834 | 7,415,791 |
Operating lease liabilities – non-current | 2,416 | 23,068 |
TOTAL LIABILITIES | 5,712,250 | 7,438,859 |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
STOCKHOLDERS' DEFICIT | ||
Common stock - $0.001 par value; 400,000,000 and 200,000,000 shares authorized as of June 30, 2023 and December 31, 2022, respectively; 96,317,252 and 53,442,147 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 96,319 | 53,442 |
Additional paid in capital | 23,728,202 | 19,391,400 |
Accumulated other comprehensive loss | (237,668) | (247,760) |
Accumulated deficit | (24,154,890) | (21,631,241) |
Stemtech Corporation stockholders’ deficit | (568,037) | (2,434,159) |
Non-controlling interest in subsidiaries | (742,000) | (737,759) |
TOTAL STOCKHOLDERS’ DEFICIT | (1,310,037) | (3,171,918) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 4,402,213 | $ 4,266,941 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 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 | 400,000,000 | 200,000,000 |
Common stock, shares issued | 96,317,252 | 53,442,147 |
Common stock, shares outstanding | 96,317,252 | 53,442,147 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
NET SALES | $ 1,128,126 | $ 1,276,424 | $ 2,261,467 | $ 2,432,732 |
Cost of goods sold | 222,900 | 382,831 | 454,717 | 629,057 |
Freight-in | 23,282 | 10,382 | 36,282 | 26,753 |
TOTAL COST OF GOODS SOLD | 246,182 | 393,213 | 490,999 | 655,810 |
GROSS PROFIT | 881,944 | 883,211 | 1,770,468 | 1,776,922 |
OPERATING EXPENSES | ||||
Commissions | 113,521 | 293,140 | 421,608 | 455,052 |
Selling and marketing | 134,592 | 139,275 | 267,979 | 279,584 |
General and administrative | 1,601,251 | 1,478,990 | 3,285,511 | 2,251,002 |
Research and development | 177 | 0 | 13,977 | 0 |
TOTAL OPERATING EXPENSES | 1,849,541 | 1,911,405 | 3,989,075 | 2,985,638 |
LOSS FROM OPERATIONS | (967,597) | (1,028,194) | (2,218,607) | (1,208,716) |
OTHER INCOME (EXPENSE): | ||||
Other income (expenses), net | 147 | (927) | (1,101) | (1,951) |
Interest expense | (2,016,314) | (645,651) | (3,897,480) | (1,171,017) |
Change in fair value of derivative liabilities | 1,289,443 | (22,538,626) | 1,681,798 | (22,341,116) |
Gain (loss) on extinguishment of debt | 345,454 | (878,806) | 814,132 | (878,806) |
Gain on settlement of derivative liabilities | 1,059,839 | 0 | 1,059,839 | 0 |
Gain on forgiveness of PPP Loan | 0 | 124,300 | 0 | 124,300 |
TOTAL OTHER INCOME (EXPENSE), NET | 678,569 | (23,939,710) | (342,812) | (24,268,590) |
LOSS BEFORE INCOME TAXES | (289,028) | (24,967,904) | (2,561,419) | (25,477,306) |
PROVISION (BENEFIT) FOR INCOME TAXES | (1,888) | 0 | 33,529 | 0 |
NET LOSS | (290,916) | (24,967,904) | (2,527,890) | (25,477,306) |
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (3,997) | (19,665) | (4,241) | (34,327) |
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ (286,919) | $ (24,948,239) | $ (2,523,649) | $ (25,442,979) |
Net loss per common share | ||||
Basic | $ 0 | $ (0.56) | $ (0.04) | $ (0.57) |
Diluted | $ 0 | $ (0.56) | $ (0.04) | $ (0.57) |
Shares used to compute loss per share | ||||
Basic | 91,773,957 | 44,712,562 | 64,705,203 | 44,699,117 |
Diluted | 91,773,957 | 44,712,562 | 64,705,203 | 44,699,117 |
Comprehensive loss | ||||
Net loss | $ (286,919) | $ (24,948,239) | $ (2,523,649) | $ (25,442,979) |
Change in foreign currency translation adjustments | 23,222 | 367,960 | 10,092 | 162,707 |
Comprehensive loss available to common stockholders | $ (263,697) | $ (24,580,279) | $ (2,513,557) | $ (25,280,272) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' 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 | 217,723 | 217,723 | 217,723 | ||||
Stock issued for services | $ 10 | 29,990 | 30,000 | 30,000 | |||
Stock issued for services, shares | 10,000 | ||||||
Stock issued for loan extension | $ 100 | 299,900 | 300,000 | 300,000 | |||
Stock issued for loan extension, shares | 100,000 | ||||||
Foreign currency translation adjustment | 162,707 | 162,707 | 162,707 | ||||
Loss attributable to non-controlling interests | (34,327) | (34,327) | |||||
Net loss | (25,442,979) | (25,442,979) | (25,442,979) | ||||
Ending balance, value at Jun. 30, 2022 | $ 44,795 | 10,663,909 | (38,529,297) | (267,548) | (28,088,141) | (684,181) | (28,772,322) |
Ending balance, shares at Jun. 30, 2022 | 44,795,673 | ||||||
Beginning balance, value at Mar. 31, 2022 | $ 44,685 | 10,224,556 | (13,581,058) | (635,508) | (3,947,325) | (664,516) | (4,611,841) |
Beginning balance, shares at Mar. 31, 2022 | 44,685,673 | ||||||
Stock based compensation | 109,463 | 109,463 | 109,463 | ||||
Stock issued for services | $ 10 | 29,990 | 30,000 | 30,000 | |||
Stock issued for services, shares | 10,000 | ||||||
Stock issued for loan extension | $ 100 | 299,900 | 300,000 | 300,000 | |||
Stock issued for loan extension, shares | 100,000 | ||||||
Foreign currency translation adjustment | 367,960 | 367,960 | 367,960 | ||||
Loss attributable to non-controlling interests | (19,665) | (19,665) | |||||
Net loss | (24,948,239) | (24,948,239) | (24,948,239) | ||||
Ending balance, value at Jun. 30, 2022 | $ 44,795 | 10,663,909 | (38,529,297) | (267,548) | (28,088,141) | (684,181) | (28,772,322) |
Ending balance, shares at Jun. 30, 2022 | 44,795,673 | ||||||
Beginning balance, value at 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 | 217,723 | 217,723 | 217,723 | ||||
Stock issued for services | $ 6,076 | 426,037 | 432,113 | 432,113 | |||
Stock issued for services, shares | 6,075,578 | ||||||
Conversion of convertible notes and accrued interest to common stock | $ 22,252 | 1,617,144 | 1,639,396 | 1,639,396 | |||
Conversion of convertible notes and accrued interest to common stock , shares | 22,249,857 | ||||||
Settlement of accrued liabilities for common stock | $ 12,149 | 794,927 | 807,076 | 807,076 | |||
Settlement of accrued liabilities for common stock , shares | 12,149,670 | ||||||
Foreign currency translation adjustment | 10,092 | 10,092 | 10,092 | ||||
Loss attributable to non-controlling interests | (4,241) | (4,241) | |||||
Net loss | (2,523,649) | (2,523,649) | (2,523,649) | ||||
Reclassification of derivative liabilities to APIC | 1,011,451 | 1,011,451 | 1,011,451 | ||||
Stock issued for LFR Acquisition | $ 2,400 | 269,520 | 271,920 | 271,920 | |||
Stock issued for LFR Acquisition , shares | 2,400,000 | ||||||
Ending balance, value at Jun. 30, 2023 | $ 96,319 | 23,728,202 | (24,154,890) | (237,668) | (568,037) | (742,000) | (1,310,037) |
Ending balance, shares at Jun. 30, 2023 | 96,317,252 | ||||||
Beginning balance, value at Mar. 31, 2023 | $ 61,137 | 20,092,577 | (23,867,971) | (260,890) | (3,975,147) | (738,003) | (4,713,150) |
Beginning balance, shares at Mar. 31, 2023 | 61,136,808 | ||||||
Stock based compensation | 109,463 | 109,463 | 109,463 | ||||
Stock issued for services | $ 6,048 | 360,711 | 366,759 | 366,759 | |||
Stock issued for services, shares | 6,047,680 | ||||||
Conversion of convertible notes and accrued interest to common stock | $ 16,985 | 1,359,073 | 1,376,058 | 1,376,058 | |||
Conversion of convertible notes and accrued interest to common stock , shares | 16,983,094 | ||||||
Settlement of accrued liabilities for common stock | $ 12,149 | 794,927 | 807,076 | 807,076 | |||
Settlement of accrued liabilities for common stock , shares | 12,149,670 | ||||||
Foreign currency translation adjustment | 23,222 | 23,222 | 23,222 | ||||
Loss attributable to non-controlling interests | (3,997) | (3,997) | |||||
Net loss | (286,919) | (286,919) | (286,919) | ||||
Reclassification of derivative liabilities to APIC | 1,011,451 | 1,011,451 | 1,011,451 | ||||
Ending balance, value at Jun. 30, 2023 | $ 96,319 | $ 23,728,202 | $ (24,154,890) | $ (237,668) | $ (568,037) | $ (742,000) | $ (1,310,037) |
Ending balance, shares at Jun. 30, 2023 | 96,317,252 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
OPERATING ACTIVITIES | ||
Net loss | $ (2,527,890) | $ (25,477,306) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 273,493 | 216,717 |
Stock compensation expense | 217,723 | 217,723 |
Stock issued to vendor for services | 432,113 | 30,000 |
Amortization of debt discount | 2,137,270 | 1,028,375 |
Amortization of right of use asset | 30,579 | 27,253 |
Non-cash interest expense from issuance on debt (derivative) | 1,604,081 | 0 |
Gain on settlement of derivative liabilities | (1,059,839) | 0 |
Change in fair value of derivative liabilities | (1,681,798) | 22,341,116 |
Gain (loss) on extinguishment of debt | (814,132) | 878,806 |
Gain on forgiveness of PPP Loan | 0 | (124,300) |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Accounts receivable | 11,597 | (13,352) |
Inventory | (67,666) | 235,278 |
Prepaid expenses and other current assets | 55,851 | 104,191 |
Accounts payable and accrued expenses | 509,943 | (192,096) |
Long term deposits | (610) | 9,665 |
Deferred revenues | 13,696 | 0 |
Operating lease liabilities | (33,103) | (26,834) |
NET CASH USED IN OPERATING ACTIVITIES | (898,692) | (744,764) |
FINANCING ACTIVITIES | ||
Proceeds from notes payable | 1,561,000 | 0 |
Proceeds from factoring liability | (230,263) | 241,000 |
Return of principal | 0 | 88,215 |
Repayment of note payable and factoring liability | (290,746) | (175,635) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,039,991 | 153,580 |
Effects of currency translation on cash | 10,092 | 162,707 |
Net increase (decrease) in cash | 151,391 | (428,477) |
Cash, beginning of period | 132,487 | 828,206 |
Cash, end of period | 283,878 | 399,729 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 6,821 | 0 |
Supplemental Disclosure of Non-Cash Information | ||
Stock issued for LFR Acquisition | 271,920 | 0 |
Issuance of common stock for conversion of debt | 1,639,396 | 0 |
Settlement of accrued liabilities for common stock | 807,076 | 0 |
Reclassification of derivative liabilities to APIC | 1,011,451 | 0 |
Recognition of right of use asset - operating lease | $ 0 | $ 53,463 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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 $24.1 million and a working capital deficiency of approximately $ 4.9 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 June 30, 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 June 30, 2023, the Company had a reserve for sales returns of approximately $ 9,700 7,000 Comprehensive Loss The other comprehensive loss in the accompanying consolidated financial statements relates to the net loss of the Company for the respective period as well as 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’ deficit is recorded at historical exchange rates. The resulting foreign currency translation adjustments are recorded as a separate component of stockholders’ deficit in the consolidated balance sheets and as a component of comprehensive loss. Transaction gains and losses are included in other income (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 six months ended June 30, 2023 and 2022, the dilutive effect of 14,448,206 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 sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes and warrants. Pursuant to the sequencing approach, the Company evaluates its contracts based upon the earliest issuance date. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3 – Inventory Inventory consists of the following components: Schedule of inventory June 30, December 31, 2023 2022 Finished goods $ 118,927 $ 103,297 Raw materials 106,792 54,756 Total Inventory $ 225,719 $ 158,053 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 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 2,000,000 Pursuant to a bankruptcy decree, the Company paid $400,000 in cash and assumed a note payable in the amount of $4,000,000 representing 100% percent of the issued and outstanding capital stock of Stemtech Canada, Inc. (Canada), Stemtech Health Sciences S. de R.L. de C.V. (Mexico), Stemtech Services SARL de C.V. (Mexico) (“Stemtech Mexico”), Ste, Stemtech New Zealand, Ltd. (“Stemtech New Zealand”), Stemtech Taiwan Holding, Inc. (U.S.A.), PT Stemtech Indonesia (Indonesia Pty Ltd.), Stemtech Korea (Korea) and Tecrecel S.A. (Ecuador); and Stemtech Malaysia Holdings S/B (Malaysian Parent) that owns two-thirds of its subsidiary Stemtech Malaysia Holding Sdn. Bhd. (Malaysia). 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 2.4 271,920 The components of all acquired intangible assets were as follows at June 30, 2023 and December 31, 2022: Schedule of acquired intangible assets June 30, 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 (2,187,527 ) (1,918,200 ) Total $ 3,011,798 $ 2,994,000 |
Operating Lease Commitments
Operating Lease Commitments | 6 Months Ended |
Jun. 30, 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 36,440 1.28 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 June 30, 2023: Schedule of operating lease liabilities Maturity of operating lease liabilities for the following periods: July 1, 2023 to June 30, 2024 $ 96,283 July 1, 2024 to September 30, 2024 22,065 Total undiscounted operating lease payments 118,348 Less: imputed interest 9,318 Present value of operating lease liabilities $ 109,030 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 | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable Schedule of notes payable as of: Schedule of Notes Payable June 30, December 31, Secured Royalty Participation Agreements (1) $ – $ 150,000 Vehicle and equipment loans (2) 2,770 11,246 Notes payable (3) 1,350,477 285,000 Convertible notes payable, net of discount (4) 1,056,348 482,885 Total notes payable, net of discount of $ 945,293 1,823,265 $ 2,409,595 $ 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 leaving a gain on extinguishment of $ 150,000 (2) In 2019, Malaysia borrowed $ 27,295 4.42 5 2,770 11,246 (3) In 2019, the Company engaged in agreements involving promissory notes with three lenders, collectively amounting to a principal balance of $ 375,000 45,000 22,500 225,000 275,000 50,819 On October 20, 2021, the Company issued a pair of promissory notes to investors, totaling $ 10,000 275,000 6,777,121 1,350,477 285,000 (4) During the fiscal year concluding on December 31, 2021, the Company issued a cumulative total of $ 2,423,738 154,173 2,400,000 In the second quarter of 2022, one of the notes held by investor MCUS LLC (“MCUS”) was extended by 60 days, until August 1, 2022. As part of the extension agreement, the Company issued 100,000 200,000 On July 13, 2022, another note held by investor Leonite Fund 1, LP (”Leonite”), was extended to September 1, 2022, in exchange for 183,780 75,512 70,833 252,429 Throughout the third and fourth quarters of 2022, the Company issued a collective sum of $ 400,000 95,115 81,760 During the year ended December 31, 2022, a sum of $ 798,526 25,473 4,114,816 482,885 381,259 In January 2023, the Company issued 5,266,763 263,000 318,678 On February 28, 2023, the Company entered into a comprehensive settlement and exchange agreement concerning a Senior Secured Convertible Promissory Note with Leonite. Under this agreement, Leonite agreed to settle its outstanding liability and cancel its warrants in exchange for 10,648,152 132,142 637,684 6,340,591 4,307,561 573,336 On March 27, 2023, the Company executed an investment agreement with an institutional investor (“Holder”) for up to $ 7,000,000 7,000,000 12 On April 11, 2023, the Company amended its Promissory Note with MCUS, resulting in the conversion price being fixed at $ 0.05 171,362 7,739,938 5,121,200 79,212 2,618,738 130,987 Similarly, on May 1, 2023, the Company amended its convertible promissory note with SHRG, wherein SHRG capitalized $ 222,556 222,556 557,793 As of June 30, 2023, the outstanding gross principal balance for the three convertible notes was $ 1,350,477 227,777 1,773,864 40,736 0 904,557 As of December 31, 2022, the outstanding gross principal balance for the three convertible notes was $ 1,400,000 267,082 639,068 1,259,825 183,391 380,049 The aggregate balance of all three convertible notes payable, net of discount, as of June 30, 2023 and December 31, 2022 was $ 2,406,825 482,885 |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 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 (2,533,464 ) (1,015,307 ) (3,548,771 ) Change in fair value (1,390,065 ) (291,733 ) (1,681,798 ) Balance as of June 30, 2023 $ – $ – $ – 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 June 30, 2023 December 31, 2022 Stock price $0.08 - $10.85 $0.09 - $10.85 Contractual term (in years) 0.00 - 3.00 0.00 - 5.00 Volatility (annual) 47.4% - 238.6% 47.4% - 236% Risk-free rate 0.19% - 4.53% 0.19% - 4.38% |
Financing Arrangement
Financing Arrangement | 6 Months Ended |
Jun. 30, 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 June 30, 2023, there was an outstanding balance of $ 13,805 292,636 4,083 78,387 |
Stockholders_ (Deficit) Equity
Stockholders’ (Deficit) Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ (Deficit) Equity | Note 9 – Stockholders’ (Deficit) Equity On May 5, 2023, the Company amended its articles of incorporation to increase the number of authorized shares of common stock of the Company to 400,000,000 Stock issuance for services and stock based compensation During the six months ended June 30, 2023, the Company issued 6,075,578 432,113 During the six months ended June 30, 2023 and 2022, the Company also recognized $ 217,723 Settlement of accrued liabilities for common stock During the six months ended June 30, 2023, the Company issued 12,149,670 807,076 416,667 96,882 7,565 Stock issued for LFR Acquisition During the six months ended June 30, 2023, 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 75,512 955,658 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 noteholder 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 77,960 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 On April 26, 2023 and June 7, 2023, the Company issued 6,340,591 843,933 132,142 On May 1, 2023 and June 21, 2023, the Company issued 5,120,200 250,889 79,212 On June 12, 2023, the Company issued 5,522,303 276,115 5,516 Reclassification of derivative liabilities to APIC On May 1, 2023, the Company no longer had derivative liabilities associated with the warrants and their cumulative value of $1,011,451 was reclassified into additional paid in capital on the consolidated statement of stockholders’ deficit. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 10 – Related Parties Notes Payable and Accrued Interest – Related Parties During the period ended June 30, 2022, the Company entered into the following related party transactions: · It recognized $ 125,000 217,723 · A company with a common director advanced the Company $ 1,400,000 70,000 · The Company paid its CFO $ 4,500 During the period ended June 30, 2023, the Company entered into the following related party transactions: · Issued 8,333,333 0.05 416,667 217,723 · The Company paid $ 30,000 · The Company accrued $ 3,500 2,685,180 0.05 134,259 · The Company accrued $ 9,500 · A company with a common director advanced the Company $ 1,400,000 80,571 70,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Legal proceedings 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. The Company has counter-sued Ray Carter personally and deems this matter non-meritorious. At the same time, the Company has accrued $ 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. This amount was paid and a Stipulation of Dismissal with Prejudice was filed on May 8, 2023, closing the case. 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 | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events Management of the Company has performed a review of events and transactions occurring after the consolidated balance sheet date to determine if there were any such events or transactions requiring adjustment to or disclosure in the accompanying consolidated financial statements, noting none other than the following: On August 8, 2023, the Company issued 1,254,818 shares of common stock to an investor satisfying $62,741 of common stock payable, see Note 6. On August 10, 2023, the Company issued 2,559,600 shares of common stock to MCUS as the third and final tranche to satisfy $130,987 of common stock payable, see Note 6. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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 $24.1 million and a working capital deficiency of approximately $ 4.9 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 June 30, 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 June 30, 2023, the Company had a reserve for sales returns of approximately $ 9,700 7,000 |
Comprehensive Loss | Comprehensive Loss The other comprehensive loss in the accompanying consolidated financial statements relates to the net loss of the Company for the respective period as well as 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’ deficit is recorded at historical exchange rates. The resulting foreign currency translation adjustments are recorded as a separate component of stockholders’ deficit in the consolidated balance sheets and as a component of comprehensive loss. Transaction gains and losses are included in other income (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 six months ended June 30, 2023 and 2022, the dilutive effect of 14,448,206 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 sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes and warrants. Pursuant to the sequencing approach, the Company evaluates its contracts based upon the earliest issuance date. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Schedule of inventory June 30, December 31, 2023 2022 Finished goods $ 118,927 $ 103,297 Raw materials 106,792 54,756 Total Inventory $ 225,719 $ 158,053 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of acquired intangible assets | Schedule of acquired intangible assets June 30, 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 (2,187,527 ) (1,918,200 ) Total $ 3,011,798 $ 2,994,000 |
Operating Lease Commitments (Ta
Operating Lease Commitments (Tables) | 6 Months Ended |
Jun. 30, 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: July 1, 2023 to June 30, 2024 $ 96,283 July 1, 2024 to September 30, 2024 22,065 Total undiscounted operating lease payments 118,348 Less: imputed interest 9,318 Present value of operating lease liabilities $ 109,030 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Schedule of Notes Payable June 30, December 31, Secured Royalty Participation Agreements (1) $ – $ 150,000 Vehicle and equipment loans (2) 2,770 11,246 Notes payable (3) 1,350,477 285,000 Convertible notes payable, net of discount (4) 1,056,348 482,885 Total notes payable, net of discount of $ 945,293 1,823,265 $ 2,409,595 $ 929,131 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 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 (2,533,464 ) (1,015,307 ) (3,548,771 ) Change in fair value (1,390,065 ) (291,733 ) (1,681,798 ) Balance as of June 30, 2023 $ – $ – $ – |
Schedule of assumptions | Schedule of assumptions June 30, 2023 December 31, 2022 Stock price $0.08 - $10.85 $0.09 - $10.85 Contractual term (in years) 0.00 - 3.00 0.00 - 5.00 Volatility (annual) 47.4% - 238.6% 47.4% - 236% Risk-free rate 0.19% - 4.53% 0.19% - 4.38% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Working capital | $ 4,900,000 | ||
Cash equivalents | $ 0 | $ 0 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,448,206 | 3,836,000 | |
Accounts Payable and Accrued Liabilities [Member] | |||
Reserve for sales returns | $ 9,700 | $ 7,000 |
Inventory (Details)
Inventory (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 118,927 | $ 103,297 |
Raw materials | 106,792 | 54,756 |
Total Inventory | $ 225,719 | $ 158,053 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets Acquired | $ 3,011,798 | $ 2,994,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (2,187,527) | (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 ($) | 6 Months Ended | 12 Months Ended | ||
May 07, 2018 | Jun. 30, 2023 | Dec. 31, 2019 | Dec. 31, 2022 | |
Indefinite-Lived Intangible Assets [Line Items] | ||||
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 | ||
R B C D Holdings [Member] | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
Debt converted, amount converted | $ 4,000,000 | |||
Debt converted, shares issued | 2,000,000 | |||
R B C D Holdings [Member] | ||||
Indefinite-Lived Intangible Assets [Line Items] | ||||
Payments to Acquire Intangible Assets | $ 400,000 |
Operating Lease Commitments (De
Operating Lease Commitments (Details) | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
July 1, 2023 to June 30, 2024 | $ 96,283 |
July 1, 2024 to September 30, 2024 | 22,065 |
Total undiscounted operating lease payments | 118,348 |
Less: imputed interest | 9,318 |
Present value of operating lease liabilities | $ 109,030 |
Operating Lease Commitments (_2
Operating Lease Commitments (Details Narrative) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Aug. 16, 2021 ft² | |
Product Liability Contingency [Line Items] | |||||
Operating lease expenses | $ | $ 18,220 | $ 18,220 | $ 36,440 | $ 36,440 | |
Operating Lease, Weighted Average Remaining Lease Term | 1 year 3 months 10 days | 1 year 3 months 10 days | |||
Operating Lease, Weighted Average Discount Rate, Percent | 10% | 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 ($) | Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Notes Payable | $ 1,353,247 | $ 446,246 | |
Notes Payable | 1,056,348 | 482,885 | |
Debt Instrument, Unamortized Discount | 945,293 | 1,823,265 | |
Total notes payable | 2,409,595 | 929,131 | |
Secured Royal Participation Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Secured debt | [1] | 0 | 150,000 |
Vehicle And Equipment Loans [Member] | |||
Debt Instrument [Line Items] | |||
Notes Payable | [2] | 2,770 | 11,246 |
Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Notes Payable | [3] | 1,350,477 | 285,000 |
Convertible Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Notes Payable | 482,885 | ||
Notes Payable | [4] | $ 1,056,348 | $ 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 leaving a gain on extinguishment of $ 150,000 In 2019, Malaysia borrowed $ 27,295 4.42 5 2,770 11,246 375,000 45,000 22,500 225,000 275,000 50,819 2,423,738 154,173 2,400,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||||||||
Jun. 12, 2023 | May 01, 2023 | Mar. 16, 2023 | Feb. 28, 2023 | Sep. 08, 2022 | Aug. 18, 2022 | Jul. 13, 2022 | Jan. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Apr. 11, 2023 | Mar. 27, 2023 | Oct. 20, 2021 | Dec. 31, 2020 | ||
Debt Instrument [Line Items] | |||||||||||||||||||||
Gain loss on Extinguishment | $ 557,793 | $ 318,678 | $ 345,454 | $ (878,806) | $ 814,132 | $ (878,806) | |||||||||||||||
Debt Instrument, Unamortized Discount | 945,293 | 945,293 | $ 1,823,265 | $ 1,823,265 | |||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (557,793) | $ (318,678) | $ (345,454) | $ 878,806 | (814,132) | 878,806 | |||||||||||||||
Proceeds from Notes Payable | $ 1,561,000 | $ 0 | |||||||||||||||||||
Issuance of common shares | 5,121,200 | ||||||||||||||||||||
Conversion per share | $ 0.05 | ||||||||||||||||||||
Settlement of derivative liabilities | $ 171,362 | ||||||||||||||||||||
Agree to Issued common shares | 7,739,938 | ||||||||||||||||||||
Loss on extinguishment | $ 79,212 | ||||||||||||||||||||
M C U S [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Issuance of common shares | 2,618,738 | 2,618,738 | |||||||||||||||||||
Common stock value | $ 130,987 | ||||||||||||||||||||
Sharing Services Global Corporation [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Capitalized of accrued interest | 222,556 | ||||||||||||||||||||
Contingent payment | $ 222,556 | ||||||||||||||||||||
Vehicle And Equipment Loans [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 27,295 | ||||||||||||||||||||
Interest rate | 4.42% | ||||||||||||||||||||
Debt matures term | 5 years | ||||||||||||||||||||
Notes Issued | $ 2,770 | 2,770 | 11,246 | 11,246 | |||||||||||||||||
Three Lenders [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 375,000 | ||||||||||||||||||||
Stock issued new, shares | 45,000 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 22,500 | ||||||||||||||||||||
Four Lenders [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 225,000 | ||||||||||||||||||||
All Lenders [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes Issued | 275,000 | 275,000 | |||||||||||||||||||
Accrued interest | 50,819 | 50,819 | |||||||||||||||||||
Two Promissory Notes [Member] | Investors [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 10,000 | ||||||||||||||||||||
Debt converted, amount | $ 275,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,777,121 | ||||||||||||||||||||
Notes Payable [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Notes payable | [1] | $ 1,350,477 | $ 1,350,477 | 285,000 | $ 285,000 | ||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,423,738 | ||||||||||||||||||||
Stock issued new, shares | 154,173 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,114,816 | ||||||||||||||||||||
Notes payable | 482,885 | $ 482,885 | |||||||||||||||||||
Warrants issued, shares | 2,400,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 798,526 | ||||||||||||||||||||
Debt converted, interest converted | 25,473 | ||||||||||||||||||||
Accrued interest | 381,259 | 381,259 | |||||||||||||||||||
Convertible Notes Payable [Member] | MCUS and Leonite [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Proceeds from Notes Payable | $ 400,000 | ||||||||||||||||||||
Convertible Notes Payable [Member] | MCUS and Leonite [Member] | Exercise Price Terms 1 [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Warrants issued, shares | 95,115 | ||||||||||||||||||||
Convertible Notes Payable [Member] | MCUS and Leonite [Member] | Exercise Price Terms 2 [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Warrants issued, shares | 81,760 | ||||||||||||||||||||
Convertible Notes Payable 2 [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Gain loss on Extinguishment | $ (252,429) | ||||||||||||||||||||
Debt Instrument, Increase (Decrease), Net | $ 70,833 | ||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 252,429 | ||||||||||||||||||||
Convertible Notes Payable 2 [Member] | Warrants [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 183,780 | ||||||||||||||||||||
Convertible Notes Payable 2 [Member] | Common Stock [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 75,512 | ||||||||||||||||||||
Promissory Notes [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Conversion of common stock | 5,266,763 | ||||||||||||||||||||
Conversion of principal amount | $ 263,000 | ||||||||||||||||||||
Secured Convertible Promissory Note [Member] | Common Stock [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Gain loss on Extinguishment | $ 132,142 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 10,648,152 | ||||||||||||||||||||
Notes payable | $ 637,684 | ||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (132,142) | ||||||||||||||||||||
Issuance of common shares | 6,340,591 | 6,340,591 | |||||||||||||||||||
Common shares payable | 4,307,561 | ||||||||||||||||||||
Common shares payable | $ 573,336 | ||||||||||||||||||||
Convertible Promissory Note [Member] | Investment Agreement [Member] | Institutional Investor [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 7,000,000 | ||||||||||||||||||||
Convertible notes payable | $ 7,000,000 | ||||||||||||||||||||
Original issue discount | 12% | ||||||||||||||||||||
Convertible Note 1 [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 40,736 | 40,736 | $ 1,259,825 | 1,259,825 | |||||||||||||||||
Convertible Debt | 1,350,477 | 1,350,477 | 1,400,000 | 1,400,000 | |||||||||||||||||
Convertible Note 2 [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | 183,391 | 183,391 | |||||||||||||||||
Convertible Debt | 227,777 | 227,777 | 267,082 | 267,082 | |||||||||||||||||
Convertible Note 3 [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | 904,557 | 904,557 | 380,049 | 380,049 | |||||||||||||||||
Convertible Debt | 1,773,864 | 1,773,864 | 639,068 | 639,068 | |||||||||||||||||
Three Convertible Notes [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Convertible Debt | $ 2,406,825 | $ 2,406,825 | $ 482,885 | $ 482,885 | |||||||||||||||||
Secured Royalty Participation Agreements [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Gain loss on Extinguishment | $ 150,000 | ||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (150,000) | ||||||||||||||||||||
Extension Agreement [Member] | Convertible Notes Payable 1 [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Stock issued new, shares | 100,000 | ||||||||||||||||||||
Second Extension Agreement [Member] | Convertible Notes Payable 1 [Member] | |||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||
Stock issued new, shares | 200,000 | ||||||||||||||||||||
[1]In 2019, the Company engaged in agreements involving promissory notes with three lenders, collectively amounting to a principal balance of $ 375,000 45,000 22,500 225,000 275,000 50,819 |
Derivative Liabilities (Details
Derivative Liabilities (Details - Derivative liabilities) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Derivative liability beginning balance | $ 2,717,633 | $ 4,224,585 |
Change due to issuances | 2,512,936 | 5,366,289 |
Change due to redemptions | (3,548,771) | (10,096,512) |
Change in fair value | (1,681,798) | 3,223,271 |
Derivative liability ending balance | 0 | 2,717,633 |
Warrant [Member] | ||
Short-Term Debt [Line Items] | ||
Derivative liability beginning balance | 73,839 | 2,972,188 |
Change due to issuances | 1,233,201 | 1,964,761 |
Change due to redemptions | (1,015,307) | (7,246,201) |
Change in fair value | (291,733) | 2,383,091 |
Derivative liability ending balance | 0 | 73,839 |
Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Derivative liability beginning balance | 2,643,794 | 1,252,397 |
Change due to issuances | 1,279,735 | 3,401,528 |
Change due to redemptions | (2,533,464) | (2,850,311) |
Change in fair value | (1,390,065) | 840,180 |
Derivative liability ending balance | $ 0 | $ 2,643,794 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details - Assumptions) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivatives determination of fair value | $0.08 - $10.85 | $0.09 - $10.85 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivatives determination of fair value | 0.00 - 3.00 | 0.00 - 5.00 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivatives determination of fair value | 47.4% - 238.6% | 47.4% - 236% |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivatives determination of fair value | 0.19% - 4.53% | 0.19% - 4.38% |
Financing Arrangement (Details
Financing Arrangement (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Proceeds from factoring liability | $ 571,500 | $ (230,263) | $ 241,000 | $ 528,984 |
Cash Received For Future Receivables | $ 449,000 | |||
Factoring liability | 13,805 | 292,636 | ||
Factoring liability, discount | $ 4,083 | $ 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 | 6 Months Ended | ||||||||||||||||||||
Jun. 21, 2023 | Jun. 12, 2023 | Jun. 07, 2023 | May 01, 2023 | Apr. 26, 2023 | 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 | Jan. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 05, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | 400,000,000 | 200,000,000 | |||||||||||||||||||
Stock based compensation | $ 217,723 | $ 217,723 | |||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 366,759 | $ 30,000 | 432,113 | 30,000 | |||||||||||||||||||
Number of shares acquired | 271,920 | ||||||||||||||||||||||
Loss on extinguishment | $ 557,793 | $ 318,678 | $ 345,454 | $ (878,806) | $ 814,132 | (878,806) | |||||||||||||||||
Notes Payable [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,120,200 | 5,522,303 | 6,340,591 | 5,120,200 | 6,340,591 | 2,666,763 | 2,600,000 | 256,410 | 1,355,222 | 250,438 | 329,670 | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 250,889 | $ 276,115 | $ 843,933 | $ 250,889 | $ 843,933 | $ 133,000 | $ 130,000 | $ 39,744 | $ 388,000 | $ 100,000 | $ 148,870 | ||||||||||||
Payments of Stock Issuance Costs | 1,250 | ||||||||||||||||||||||
Loss on extinguishment | $ 79,212 | $ 5,516 | $ 132,142 | $ 79,212 | $ 132,142 | $ 162,808 | $ 155,870 | $ 41,435 | $ 341,156 | $ 100,808 | $ 214,655 | ||||||||||||
Notes Payable 1 [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,923,077 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 148,077 | ||||||||||||||||||||||
Loss on extinguishment | $ 148,254 | ||||||||||||||||||||||
Note Extension [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Loss on extinguishment | $ 878,806 | ||||||||||||||||||||||
Loan Extension [Member] | Note Sept 2021 [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Stock issued new, shares | 75,512 | ||||||||||||||||||||||
Debt Instrument, Increase (Decrease), Net | $ 70,833 | ||||||||||||||||||||||
Warrants issued, shares | 186,220 | ||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 955,658 | ||||||||||||||||||||||
Loan Extension [Member] | Note May 2022 [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Stock issued new, shares | 200,000 | ||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 423,176 | ||||||||||||||||||||||
Warrants cancelled, shares | 500,000 | ||||||||||||||||||||||
Warrants cancelled, common stock issued, shares | 200,000 | ||||||||||||||||||||||
Gain on cancellation of warrants | $ 1,183,544 | ||||||||||||||||||||||
L F R [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Number of shares acquired | 2,400,000 | ||||||||||||||||||||||
Number of shares acquired | $ 271,920 | ||||||||||||||||||||||
Chairman and CEO [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Stock based compensation | $ 217,723 | 217,723 | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 8,333,333 | ||||||||||||||||||||||
Vesting Of Common Stock Of One Officer [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Stock based compensation | $ 217,723 | $ 217,723 | |||||||||||||||||||||
Officers Employees And Vendors [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Stock issued new, shares | 6,075,578 | ||||||||||||||||||||||
Number of shares issued, value | $ 432,113 | ||||||||||||||||||||||
Officers Employees And Vendors [Member] | Accumulated Past Services [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 12,149,670 | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 807,076 | ||||||||||||||||||||||
Officers Employees And Vendors [Member] | Accumulated Past Services [Member] | Chairman and CEO [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 416,667 | ||||||||||||||||||||||
A Vendor [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Stock to be issued for services, shares | 96,882 | 96,882 | |||||||||||||||||||||
Stock to be issued for services, value | $ 7,565 | $ 7,565 | |||||||||||||||||||||
Noteholder [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Stock issued for loan extension, shares | 100,000 | ||||||||||||||||||||||
Stock issued for loan extension, value | $ 300,000 | ||||||||||||||||||||||
A Note Holder [Member] | |||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||||||||||||
Gain (loss) on extinguishment of debt | $ 77,960 | ||||||||||||||||||||||
Warrants cancelled, shares | 370,000 | ||||||||||||||||||||||
Warrants cancelled, common stock issued, shares | 370,000 | ||||||||||||||||||||||
Gain on cancellation of warrants | $ 4,106,707 | ||||||||||||||||||||||
Warrants cancelled, common stock issued, value | $ 1,213,710 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Sep. 01, 2021 | |
Related Party Transaction [Line Items] | ||||||
Stock compensation | $ 217,723 | $ 217,723 | ||||
Advance payable | $ 3,131,037 | 3,131,037 | $ 3,396,543 | |||
Stock issued for services, value | $ 366,759 | $ 30,000 | 432,113 | 30,000 | ||
Chief Financial Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued fees paid | 9,500 | 4,500 | ||||
President and COO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | 30,000 | |||||
Corporate Secretary [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued fees paid | $ 3,500 | |||||
Stock issued for services, shares | 2,685,180 | |||||
Common stock, price per share | $ 0.05 | $ 0.05 | ||||
Stock issued for services, value | $ 134,259 | |||||
Chairman and CEO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued salary | $ 416,667 | 125,000 | 416,667 | 125,000 | ||
Stock compensation | $ 217,723 | 217,723 | ||||
Stock issued for services, shares | 8,333,333 | |||||
Common stock, price per share | $ 0.05 | $ 0.05 | ||||
Company With Common Director [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Advance payable | $ 1,400,000 | $ 1,400,000 | $ 1,400,000 | |||
Accrued interest | $ 80,571 | $ 70,000 | $ 80,571 | $ 70,000 | $ 70,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Ray Carter [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accrued salary | $ 267,000 | $ 267,000 |