Stemtech (STEK) S-1/A 31 Aug 23 IPO registration (amended) Financial data

Cover

Cover	6 Months Ended
	Jun. 30, 2023
Cover [Abstract]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	client had edits
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
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

Consolidated Balance Sheets (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
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)
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
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
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
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)
Stock Issued During Period, Value, Conversion of Units	$ 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
Conversion of convertible notes and accrued interest to common stock	$ 22,252	1,617,144			1,639,396		1,639,396
Stock issued for LFR Acquisition	$ 2,400	269,520			271,920		271,920
Stock issued for LFR Acquisition , shares	2,400,000
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
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
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)
Stock Issued During Period, Value, Conversion of Units	$ 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
Conversion of convertible notes and accrued interest to common stock	$ 16,985	1,359,073			1,376,058		1,376,058
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
Amortization of debt discount	2,137,270	1,028,375
Change in fair value of derivative liabilities	(1,681,798)	22,341,116
Gain (loss) on extinguishment of debt	(814,132)	878,806
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
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

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% 11) Stemtech IP Holdings (“IP Holdings”) – 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%

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.
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
Cash equivalents	$ 0		$ 0
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	14,448,206	3,836,000

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
Trade Names And Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Acquired	1,106,000	1,106,000
Customer Or Distribution List [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Acquired	1,461,300	1,461,300
Non Compete Agreement [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets Acquired	$ 287,125	$ 0

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
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
Debt Conversion, Converted Instrument, Amount															798,526
Accrued interest														381,259	381,259
Convertible Notes Payable [Member] | M C U S And Leonite [Member]
Debt Instrument [Line Items]
Proceeds from Notes Payable														400,000
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
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]
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
Warrant [Member]
Short-Term Debt [Line Items]
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
Convertible Notes [Member]
Short-Term Debt [Line Items]
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 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%

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	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
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, 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 C E O [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 C E O [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Value, Issued for Services																			$ 416,667
A Note Holder [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Gain (loss) on extinguishment of debt												$ 77,960
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 C O O [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 C E O [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