UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2022

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 333-172172

STEMTECH CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

87-2151440

State or other jurisdiction

of incorporation or organization

(I.R.S. Employer

Identification No.)

10370 USA Today Way

Miramar, FlFLa, 33025

(Address of principal executive offices) (Zip Code)

(954) 715-6000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		STEK		OTC Markets Group

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☐☒	Smaller reporting company	☒
(Do not check if a smaller reporting company)
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date ~~44,795,673~~48,625,347 shares of common stock, $0.001 par value, issued and outstanding as of ~~August~~November 18, 2022.

STEMTECH CORPORATION

FORM 10-Q

~~June~~SEPTEMBER 30, 2022

INDEX

Cautionary Note Regarding Forward-Looking Statements		3

PART I – FINANCIAL INFORMATION		4

Item 1.	Consolidated Financial Statements	4
	Consolidated Balance Sheets as of ~~June~~ September 30, 2022 and December 31, 2021 (unaudited)	4
	Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 (unaudited)	5
	Consolidated Statements of Stockholders’ Equity (Deficit) for the three and nine months ended ~~June~~September 30, 2022 and 2021 (unaudited)	6
	Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~June~~September 30, 2022 and 2021 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1315
Item 3	Quantitative and Qualitative Disclosures About Market Risk	1921
Item 4.	Controls and Procedures	1921

PART II — OTHER INFORMATION		1922

Item 1	Legal Proceeding	1922
Item 1A	Risk Factors	2022
Item 2.	Recent Sale of Unregistered Securities	2022
Item 6.	Exhibits	2023

SIGNATURES		2124

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information set forth in this Quarterly Report on Form 10-Q, including in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere herein may address or relate to future events and expectations and as such constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements which are not historical reflect our current expectations and projections about our future results, performance, liquidity, financial condition, prospects and opportunities and are based upon information currently available to us and our management and their interpretation of what is believed to be significant factors affecting our business, including many assumptions regarding future events. Such forward-looking statements include statements regarding, among other things:

●·

the size and growth of the potential markets for our products and the ability to serve those markets;


	●·	our expectations regarding our expenses and revenue, the sufficiency of our cash resources and needs for additional financing;


	●·	the rate and degree of market acceptance of any of our products;


	●·	our expectations regarding competition;


	●·	our anticipated growth strategies;


	●·	our ability to attract or retain key personnel;


	●·	our ability to establish and maintain development partnerships;


	●·	regulatory developments in the U.S. and foreign countries, especially those related to change in, and enforcement of, cannabis laws;


	●·	our ability to obtain and maintain intellectual property protection for our products; and


	●·	the anticipated trends and challenges in our business and the market in which we operate.

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors. These statements may be found under the section of our Annual Report on Form 10-K for the year ended December 31, 2021 (filed on April 1, 2022) entitled “Risk Factors” as well as in our other public filings.

In light of these risks and uncertainties, and especially given the start-up nature of our business, there can be no assurance that the forward-looking statements contained herein will in fact occur. Readers should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

STEMTECH CORPORATION

Consolidated Balance Sheets (Unaudited)

September 30, 2022 December 31, 2021
ASSETS

CURRENT ASSETS:
Cash $ 123,086 $ 828,206
Accounts receivable, net 39,754 10,720
Inventory, net 181,797 436,405
Prepaid expenses and other current assets 255,056 324,708
TOTAL CURRENT ASSETS 599,693 1,600,039

Property and equipment, net 30,703 33,168
Intangible assets, net 3,096,761 3,406,714
Long term deposits 28,416 38,692
Operating lease right-of-use assets - net 127,713 174,100
Goodwill 467,409 467,409
TOTAL ASSETS $ 4,350,695 $ 5,720,122

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 3,868,164 $ 4,050,798
Operating lease liabilities - current 62,018 55,745
Notes payable, net of discount 1,391,506 1,055,910
Financing Arrangement 239,986 –
Derivative liability 3,433,405 4,224,585
TOTAL CURRENT LIABILITIES 8,995,079 9,387,038

Notes payable - Long term – 219,465
Operating lease liabilities - noncurrent 71,552 119,065
TOTAL LIABILITIES 9,066,631 9,725,568

COMMITMENTS AND CONTINGENCIES (Note 10) – –

STOCKHOLDERS' EQUITY
Common stock - $0.01 par value; 200,000,000 shares authorized; 48,625,347 and 44,685,673 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively 48,626 44,685
Additional paid in capital 17,736,628 10,116,296
Accumulated other comprehensive loss (673,922 ) (430,255 )
Accumulated deficit (21,112,380 ) (13,086,318 )
Stemtech Corporation shareholders’ deficit (4,001,048 ) (3,355,592 )
Non-controlling interest in subsidiaries (714,888 ) (649,854 )
TOTAL STOCKHOLDERS’ EQUITY (4,715,936 ) (4,005,446 )

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,350,695 $ 5,720,122

June 30, 2022 December 31, 2021
ASSETS
Current assets:
Cash $ 399,729 $ 828,206
Accounts receivable, net 24,072 10,720
Inventory, net (Note 2) 201,127 436,405
Prepaid expenses and other current assets 220,517 324,708
Total current assets 845,445 1,600,039

Non-current assets:
Furniture and fixtures, net 30,667 33,168
Intangible assets, net 3,199,521 3,406,714
Goodwill 467,409 467,409
Operating lease right-of-use assets – net 146,847 174,100
Long term deposits 29,027 38,692
Total other assets 3,873,471 4,120,083
Total assets $ 4,718,916 $ 5,720,122

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable and accrued expenses $ 3,865,725 $ 4,050,798
Notes payable, net of discount (Note 3) 1,569,299 1,055,910
Factoring liability (Note 5)
217,907
-
Operating lease liabilities - current 65,359 55,745
Derivative liabilities (Note 4) 27,612,689 4,224,585
Total current liabilities 33,330,979 9,387,038

Non-current liabilities:
Notes payable - noncurrent (Note 3) 77,642 219,465
Operating lease liabilities - noncurrent 82,617 119,065
Total non-current liabilities 160,259 338,530
Total liabilities 33,491,238 9,725,568
Commitments and contingencies (Note 10) - -
Stockholders’ deficit
Common stock, $0.001 par value: 200,000,000 shares authorized; 44,795,673 and 44,685,673 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively 44,795 44,685
Additional paid in capital 10,663,909 10,116,296
Accumulated other comprehensive loss (267,548 ) (430,255 )
Accumulated deficit (38,529,297 ) (13,086,318 )
Stemtech Corporation shareholders’ deficit (28,088,141 ) (3,355,592 )
Non-controlling interest in subsidiaries (684,181 ) (649,854 )
Total stockholders’ deficit (28,772,322 ) (4,005,446 )
Total liabilities and stockholders’ deficit $ 4,718,916 $ 5,720,122
See accompanying notes to consolidated financial statements.
4

STEMTECH CORPORATION
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)

For The Three Months Ending For The Nine Months Ending
September 30, September 30,
2022 2021 2022 2021

NET SALES $ 1,047,030 $ 907,854 $ 3,479,762 $ 3,008,727

COST OF GOODS SOLD:
Cost of goods sold 160,509 126,980 789,566 575,740
Freight-in 20,090 (548 ) 46,843 –
TOTAL COST OF GOODS SOLD 180,599 126,432 836,409 575,740

GROSS PROFIT 866,431 781,422 2,643,353 2,432,987

OPERATING EXPENSES:
Commissions 306,293 133,492 761,345 375,074
Selling and marketing 120,434 93,316 400,018 304,276
General and administrative 3,822,131 1,290,374 6,073,133 3,142,700
TOTAL OPERATING EXPENSES 4,248,858 1,517,182 7,234,496 3,822,050

OPERATING LOSS (3,382,427 ) (735,760 ) (4,591,143 ) (1,389,063 )

OTHER INCOME (EXPENSE):
Change in fair value of derivative liability 18,229,091 2,710,228 (4,112,025 ) 2,710,228
Gain on forgiveness of PPP Loan 126,525 – 250,825 –
Interest expense (1,833,911 ) (7,322,599 ) (3,004,928 ) (7,545,189 )
Other income and expenses, net 9,284 28,479 7,333 (38,930 )
Gain on extinguishment of debt 4,237,648 – 3,358,842 –
TOTAL OTHER INCOME (EXPENSE) 20,768,637 (4,583,892 ) (3,499,953 ) (4,873,891 )

INCOME (LOSS) BEFORE INCOME TAXES 17,386,210 (5,319,652 ) (8,091,096 ) (6,262,954 )

PROVISION FOR INCOME TAXES – – – –

NET INCOME (LOSS) $ 17,386,210 $ (5,319,652 ) $ (8,091,096 ) $ (6,262,954 )

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS (30,707 ) (10,262 ) (65,034 ) (24,997 )

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS $ 17,416,917 $ (5,309,390 ) $ (8,026,062 ) $ (6,237,957 )

Net loss per common share
Basic $ 0.38 $ (0.28 ) $ (0.18 ) $ (0.47 )
Diluted $ 0.38 $ (0.28 ) $ (0.18 ) $ (0.47 )

Shares used to compute loss per share
Basic $ 45,588,294 $ 19,103,079 $ 44,983,240 $ 13,259,899
Diluted $ 45,588,294 $ 19,103,079 $ 44,983,240 $ 13,259,899

Comprehensive loss
Net loss $ 17,416,917 $ (5,309,390 ) $ (8,026,062 ) $ (6,237,957 )
Change in foreign currency translation adjustments (406,374 ) (477,992 ) (243,667 ) (274,509 )
Comprehensive loss available to common stockholders $ 17,010,543 $ (5,787,382 ) $ (8,269,729 ) $ (6,512,466 )

For the three-months ending
June 30, For the six-months ending
June 30,
2022 2021 2022 2021

NET SALES $ 1,276,424 $ 1,025,112 $ 2,432,732 $ 2,100,873

Cost of goods sold 382,831 268,878 629,057 448,760
Freight-in 10,382 285 26,753 548
TOTAL COST OF GOODS SOLD 393,213 269,163 655,810 449,308
GROSS PROFIT 883,211 755,949 1,776,922 1,651,565

COST OF OPERATIONS
Commissions 293,140 142,452 455,052 241,582
Selling and marketing 139,275 81,355 279,584 210,960
General and administrative 1,478,990 1,110,358 2,251,002 1,852,326
TOTAL OPERATING EXPENSES 1,911,405 1,334,165 2,985,638 2,304,868

LOSS FROM OPERATIONS (1,028,194 ) (578,216 ) (1,208,716 ) (653,303 )

OTHER INCOME (EXPENSE):
Other expenses, net (927 ) (62,647 ) (1,951 ) (67,409 )
Interest expense (645,651 ) (132,360 ) (1,171,017 ) (222,590 )
Change in fair value of derivative liabilities (22,538,626 ) - (22,341,116 ) -
Loss on extinguishment of debt
(878,806
)
-

(878,806
)
-

Gain on forgiveness of PPP Loan 124,300 - 124,300 -
TOTAL OTHER EXPENSE (23,939,710 ) (195,007 ) (24,268,590 ) (289,999 )

LOSS BEFORE INCOME TAXES (24,967,904 ) (773,223 ) (25,477,306 ) (943,302 )

PROVISION FOR INCOME TAXES - - - -
NET LOSS $ (24,967,904 ) $ (773,223 ) $ (25,477,306 ) $ (943,302 )

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS (19,665 ) (10,658 ) (34,327 ) (14,735 )

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ (24,948,239 ) $ (762,565 ) $ (25,442,979 ) $ (928,567 )

Net loss per common share
Basic $ (0.56 ) $ (0.02 ) $ (0.57 ) $ (0.03 )
Diluted $ (0.56 ) $ (0.02 ) $ (0.57 ) $ (0.03 )

Shares used to compute loss per share
Basic 44,712,562 35,684,022 44,699,117 35,311,381
Diluted 44,712,562 35,684,022 44,699,117 35,311,381

Comprehensive loss
Net loss $ (24,948,239 ) $ (762,565 ) $ (25,442,979 ) $ (928,567 )
Change in foreign currency translation adjustments 367,960 466,980 162,707 203,483
Comprehensive loss available to common stockholders $ (24,580,279 ) $ (295,585 ) $ (25,280,272 ) $ (725,084 )
See accompanying notes to consolidated financial statements.
5

STEMTECH CORPORATION
Consolidated Statements of Stockholders’ Equity (Deficit)
(Unaudited)

Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Non-controlling Total Stockholders'
Shares Amount Capital Deficit Income (Loss) Sub total Interest Equity
Balance at December 31, 2020 540,000 $ 540 $ 102,366 $ (334,849 ) $ – $ (231,943 ) $ – $ (231,943 )
Stock based compensation 1,854,979 1,855 382,149 – – 384,004 – 384,004
Shares issued for services 1,652,591 1,653 240,347 – – 242,000 – 242,000
Stock issued as debt discount 154,173 154 462,365 – – 462,519 – 462,519
Effect of reverse merger transaction with Stemtech Corporation 34,246,497 34,246 7,914,766 (5,674,006 ) (410,750 ) 1,864,256 (616,208 ) 1,248,048
Foreign currency translation adjustment – – – – (274,509 ) (274,509 ) – (274,509 )
Non-controlling interest – – – – – – (24,997 ) (24,997 )
Net loss – – – (6,237,957 ) – (6,237,957 ) – (6,237,957 )
Balance at September 30, 2021 38,448,240 $ 38,448 $ 9,101,993 $ (12,246,812 ) $ (685,259 ) $ (3,791,630 ) $ (641,205 ) $ (4,432,835 )

Balance at June 30, 2021 540,000 $ 540 $ 153,542 $ (402,009 ) $ – $ (247,927 ) $ – $ (247,927 )
Stock based compensation 1,001,367 1,001 257,999 – – 259,000 – 259,000
Stock issued as debt discount 154,173 154 462,364 – – 462,518 – 462,518
Effect of reverse merger transaction with Stemtech Corporation 36,752,700 36,753 8,228,087 (6,535,413 ) (207,267 ) 1,522,160 (630,943 ) 891,218
Foreign currency translation adjustment – – – – (477,992 ) (477,992 ) – (477,992 )
Non-controlling interest – – – – – – (10,262 ) (10,262 )
Net loss – – – (5,309,390 ) – (5,309,390 ) – (5,309,390 )
Balance at September 30, 2021 38,448,240 $ 38,448 $ 9,101,993 $ (12,246,812 ) $ (685,259 ) $ (3,791,630 ) $ (641,205 ) $ (4,432,835 )

Accumulated
Common Stock Additional Other Non- Total
No. of Shares Amount Paid-in Capital Accumulated
Deficit Comprehensive
Income (Loss) Sub total controlling
Interest Stockholders’
Equity

Balance at March 31, 2021 35,213,304 $ 35,211 $ 8,330,275 $ (6,174,857 ) $ (674,247 ) 1,516,382 $ (620,285 ) 896,097
Stock based compensation 2,079,396 2,080 301,598 - - 303,678 - 303,678
Foreign currency translation adjustment - - - - 466,980 466,980 - 466,980
Non-controlling interest - - - - - - (10,658 ) (10,658 )
Net loss - - - (762,565 ) - (762,565 ) - (762,565 )
Balance at June 30, 2021 $ 37,292,700 $ 37,291 $ 8,631,873 $ (6,937,422 ) $ (207,267 ) $ 1,524,475 $ (630,943 ) $ 893,532

Balance at December 31, 2020 34,246,498 $ 34,246 $ 8,269,563 $ (6,008,855 ) $ (410,750 ) $ 1,884,204 $ (616,208 ) $ 1,267,996
Effect of recapitalization 540,000 539 (539 ) - - - - -
Stock based compensation 2,506,202 2,506 362,849 - - 365,355 - 365,355
Foreign currency translation adjustment - - - - 203,483 203,483 - 203,483
Non-controlling interest - - - - - - (14,735 ) (14,735 )
Net loss - - - (928,567 ) - (928,567 ) - (928,567 )
Balance at June 30, 2021 $ 37,292,700 $ 37,291 $ 8,631,873 $ (6,937,422 ) $ (207,267 ) $ 1,524,475 $ (630,943 ) $ 893,532

Balance at March 31, 2022 44,685,673 $ 44,685 $ 10,224,556 $ (13,581,058 ) $ (635,508 ) (3,947,325 ) $ (664,516 ) $ (4,611,841 )
Stock based compensation - - 109,463 - - 109,463 - 109,463
Stock issued for services 10,000 10 29,990 - - 30,000 - 30,000
Stock issued for loan extension 100,000 100 299,900 - - 300,000 - 300,000
Foreign currency translation adjustment - - - - 367,960 367,960 - 367,960
Non-controlling interest - - - - - - (19,665 ) (19,665 )
Net loss - - - (24,948,239 ) - (24,948,239 ) - (24,948,239 )
Balance at June 30, 2022 44,795,673 $ 44,795 $ 10,663,909 $ (38,529,297 ) $ (267,548 ) $ (28,088,141 ) $ (684,181 ) $ (28,772,322 )

Balance at December 31, 2021 44,685,673 $ 44,685 $ 10,116,296 $ (13,086,318 ) $ (430,255 ) $ (3,355,592 ) $ (649,854 ) $ (4,005,446 )
Beginning balance, value 44,685,673 $ 44,685 $ 10,116,296 $ (13,086,318 ) $ (430,255 ) $ (3,355,592 ) $ (649,854 ) $ (4,005,446 )
Stock based compensation - - 217,723 - - 217,723 - 217,723
Stock issued for services 10,000 10 29,990 - - 30,000 - 30,000
Stock issued for loan extension 100,000 100 299,900 - - 300,000 - 300,000
Foreign currency translation adjustment - - - - 162,707 162,707 - 162,707
Non-controlling interest - - - - - - (34,327 ) (34,327 )
Net loss - - - (25,442,979 ) - (25,442,979 ) - (25,442,979 )
Balance at June 30, 2022 44,795,673 $ 44,795 $ 10,663,909 $ (38,529,297 ) $ (267,548 ) $ (28,088,141 ) $ (684,181 ) $ (28,772,322 )
Ending balance, value 44,795,673 $ 44,795 $ 10,663,909 $ (38,529,297) ) $ (267,548) ) $ (28,088,141) ) $ (684,181 ) $ (28,772,322 )

Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Non-controlling Total Stockholders'
Shares Amount Capital Deficit Income (Loss) Sub total Interest Equity
Balance at December 31, 2021 44,685,673 $ 44,685 $ 10,116,296 $ (13,086,318 ) $ (430,255 ) $ (3,355,592 ) $ (649,854 ) $ (4,005,446 )
Stock based compensation – – 328,388 – – 328,388 – 328,388
Stock issued for services 984,344 986 2,835,125 – – 2,836,111 – 2,836,111
Stock issued for loan extension 945,512 946 3,620,828 – – 3,621,774 – 3,621,774
Conversion of convertible notes and accrued interest to common stock 1,935,330 1,935 636,065 – – 638,000 – 638,000
Shares issued as debt issuance cost 74,488 74 199,926 – – 200,000 – 200,000
Foreign currency translation adjustment – – – – (243,667 ) (243,667 ) – (243,667 )
Non-controlling interest – – – – – – (65,034 ) (65,034 )
Net loss – – – (8,026,062 ) – (8,026,062 ) – (8,026,062 )
Balance at September 30, 2022 48,625,347 $ 48,626 $ 17,736,628 $ (21,112,380 ) $ (673,922 ) $ (4,001,048 ) $ (714,888 ) $ (4,715,936 )

Balance at June 30, 2022 44,795,673 $ 44,795 $ 10,663,909 $ (38,529,297 ) $ (267,548 ) $ (28,088,141 ) $ (684,181 ) $ (28,772,322 )
Stock based compensation – – $ 110,665 – – 110,665 – 110,665
Stock issued for services 974,344 976 $ 2,805,135 – – 2,806,111 – 2,806,111
Conversion of convertible notes and accrued interest to common stock 1,935,330 $ 1,935 $ 636,065 – – 638,000 – 638,000
Stock issued for loan extension 845,512 $ 846 $ 3,320,928 – – 3,321,774 – 3,321,774
Shares issued as debt issuance cost 74,488 $ 74 $ 199,926 – – 200,000 – 200,000
Foreign currency translation adjustment – – – – (406,374 ) (406,374 ) – (406,374 )
Non-controlling interest – – – – – – (30,707 ) (30,707 )
Net income – – – 17,416,917 – 17,416,917 – 17,416,917
Balance at September 30, 2022 48,625,347 $ 48,626 $ 17,736,628 $ (21,112,380 ) $ (673,922 ) $ (4,001,048 ) $ (714,888 ) $ (4,715,936 )
See accompanying notes to consolidated financial statements.
6

STEMTECH CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)

For the Nine Months Ending September 30,
2022 2021

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (8,091,096 ) $ (6,262,954 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 330,169 325,108
Amortization of right of use asset 46,388 3,366
Stock compensation expense 328,388 626,004
Stock issued for services 2,836,111 –
Amortization of debt discount 2,400,670 138,897
Change in fair value of derivative liabilities 4,112,025 (2,710,228 )
Non-cash interest expense from issuance on debt (derivative) – 7,179,831
Gain on forgiveness of PPP Loan (250,825 ) –
Gain on extinguishment of debt (3,358,842 ) –
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable (29,034 ) 13,686
Inventory 254,608 39,897
Prepaid expenses and other current assets 69,652 (42,092 )
Accounts payable and accrued expenses 406,600 256,194
Accrued payroll – 1,109
Long term deposits 10,276 (25,169 )
Operating lease liabilities (41,240 ) (2,380 )
Other liabilities – 93,908
Net cash used in operating activities (976,150 ) (364,823 )

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable 341,939 2,638,615
Repayment of note payable (67,228 ) (534,898 )
Cash received in recapitalization transaction – 693
Net proceeds from financing arrangement 239,986 –
Net cash provided by financing activities 514,697 2,104,410

Effects of currency translation on cash (243,667 ) (274,509 )

Net increase (decrease) in cash (705,120 ) 1,465,078

Cash, beginning of period 828,206 133,065

Cash, end of period $ 123,086 $ 1,598,143

Supplemental Disclosure of Cash Flow Information
Recognition of right of use asset - operating lease $ 53,463 $ –
Shares issued as debt discount $ – $ 462,519

For The Six Months Ending
June 30,

2022 2021

OPERATING ACTIVITIES
Net loss $ (25,477,306 ) $ (943,302 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 216,717 223,986
Stock compensation expense 217,723 367,004
Stock issued to vendor for services 30,000 -
Amortization of debt discount 1,028,375 -
Amortization of right of use asset 27,253 22,928
Change in fair value of derivative liabilities 22,341,116 -
Loss on extinguishment of debt
878,806

-

Gain on forgiveness of PPP Loan (124,300 ) -
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable (13,352 ) 13,320
Inventory 235,278 (21,378 )
Prepaid expenses and other current assets 104,191 (56,707 )
Accounts payable and accrued expenses (192,096 ) 119,499
Long term deposits 9,665 (49,833 )
Operating lease liabilities (26,834 ) (22,307 )
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (744,764 ) (346,790 )

FINANCING ACTIVITIES
Proceeds from factoring liability 241,000 176,245
Return of principal 88,215 -
Repayment of note payable and factoring liability (175,635 ) (58,664 )
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 153,580 117,581

Effects of currency translation on cash 162,707 203,483

Net increase (decrease) in cash (428,477 ) (25,726 )
Cash, beginning of period 828,206 133,065
Cash, end of period $ 399,729 $ 107,339

Supplemental Disclosure of Cash Flow Information
Recognition of right of use asset - operating lease $ 53,463 $ -
See accompanying notes to consolidated financial statements.
7

STEMTECH CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 – Organization and Basis of Presentation
Stemtech Corporation and its Subsidiaries (collectively, the ~~“Company”~~“Company”) was incorporated in the State of Nevada, USA on September 4, 2009 under the previous name Globe Net Wireless Corp. On November 19^th, 2021, the Company adopted an Amendment to its Articles changing the name of the Corporation to Stemtech Corporation in the state of Nevada, and on April 14^th, 2022, FINRA gave final approval for said name change, as seen by the 8K filed that date. Stemtech is a global network marketing company that develops science-based products that it believes supports wellness by helping the body maintain healthy stem cell physiology, also known as stem cell enhancers. Known as the Stem Cell Nutrition Company®, the Company is a pioneer in stem cell science, and believes it can demonstrate that adult stem cells function as the natural renewal system of the body. The Company believes our products enhance and support the work of the body’s stem cells by releasing more stem cells, helping to circulate them in the blood and migrate them into tissues, where they can perform their daily function of renewal for optimal health. Our Mission is to enhance wellness and prosperity around the world. These products are marketed internationally by the Companies subsidiaries and through independent distributors. The Company markets its products under the following brands: RCM System, stemrelease3™, Stemflo® MigraStem™, OraStem® (Oral Health Care), and D-Fuze™ (Electromagnetic Frequency Blocker).
On August 19, 2021, Stemtech Corporation (“~~Stemtech”~~Stemtech”), a (Delaware corporation), entered into a Merger Agreement (the ~~“Merger Agreement”~~“Merger Agreement”) with Globe Net Wireless Corp. (“Globe ~~Net”~~Net” or ~~“GNTW”~~“GNTW”). The merger was accounted for as a reverse acquisition and recapitalization in accordance with the Financial Accounting Standards Board (ASC 805, Business Combinations). Management evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the merger and concluded, based on a consideration of the pertinent facts and circumstances, that Stemtech acquired Globe Net for financial accounting purposes. On November 9, 2021, the Company changed its fiscal year end date from August 31 to ~~December.~~December 31.

Basis of Presentation
The accompanying consolidated financial statements are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“~~SEC”~~SEC”) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. Generally Accepted Accounting Principles (“~~GAAP”~~GAAP”) for complete financial statements. The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements include the accounts of Stemtech Corporation (Parent) and its nine (9) subsidiaries:
1) Stemtech HealthSciences Corp (U.S.A.) (“Stemtech HealthSciences”)
1. ~~Stemtech HealthSciences Corp (U.S.A.) (“Stemtech HealthSciences”)~~
2. ~~Stemtech Canada, Inc. (Canada)~~
3. ~~Stemtech Health Sciences S. de R.L. de C.V. (“Mexico”)~~
4. ~~Stemtech Services SARL de C.V. (Mexico) (“Stemtech Mexico”)~~
5. ~~Stemtech Malaysia Holdings Sdn. Bhd. (“Malaysia”)~~
6. ~~Stemtech Malaysia Sdn. Bhd. (“Malaysia”)~~
7. ~~Stemtech Taiwan Holding, Inc. (“U.S.A.”)~~
8.
9.
~~Tecrecel S.A. (“Ecuador”)~~
~~Food & Health Tech Foodhealth SA (“Ecuador”)~~
2) Stemtech Canada, Inc. (Canada)
3)Stemtech Health Sciences S. de R.L. de C.V. (“Mexico”)
4)Stemtech Services SARL de C.V. (Mexico) (“Stemtech Mexico”)
5)Stemtech Malaysia Holdings Sdn. Bhd. (“Malaysia”)
6)Stemtech Malaysia Sdn. Bhd. (“Malaysia”)
7)Stemtech Taiwan Holding, Inc. (“U.S.A.”)
8)Tecrecel S.A. (“Ecuador”)
9)Food & Health Tech Foodhealth SA (“Ecuador”)
The December 31, 2021 consolidated balance sheet included herein was derived from audited consolidated financial statements as of that date. Certain information and footnote disclosure normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the SEC. The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim consolidated financial statements are read in conjunction with the audited financial statements and notes previously filed in its Annual Report on Form 10-K for the year ended December 21, 2021.
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Note 2 — Summary of Significant Accounting Policies
Going Concern
The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.
The Company has experienced recurring net losses and negative cash flows from operations since inception and has an accumulated deficit of approximately $~~38.5~~21.1 million ~~million~~ and a working capital deficiency of approximately $~~32.4~~8.4 million ~~million~~ at ~~June~~September 30, 2022. The Company has funded its activities to date almost exclusively from debt and equity financings. The conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will continue to require substantial funds to implement its new investment acquisition plans. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock offerings, and issuances of debt and convertible debt instruments.
The Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements depends on its ability to execute its business plan, increase revenue, and reduce expenditures. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
The Company considers all highly liquid temporary investments purchased with original maturities of three months or less at the date of purchase to be cash equivalents. The Company has no cash equivalents as of ~~June~~September 30, 2022. The Company maintains certain cash balances at several institutions located outside the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.
Inventory
Inventory comprised of finished goods, work in process and raw materials are valued at the lower of cost or market, using the “first-in, first-out” method in determining cost. Management evaluates the allowance for inventory obsolescence on a regular basis and has determined that no allowance for slow moving or obsolete inventory is necessary ~~on June~~as at September 30, 2022 and December 31, 2021.
Inventory consists of the following components:
Schedule of inventory
September 30, December 31,
2022 2021
Finished goods $ 148,317 $ 249,659
Raw materials 33,480 186,746
Total Inventory $ 181,797 $ 436,405
~~Schedule of inventory~~
June 30, December 31,
2022 2021
Finished goods $ 119,771 $ 249,659
Raw materials 81,356 186,746
Total Inventory $ 201,127 $ 436,405
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Impairment of Long-Lived Assets
The Company assesses, on an annual basis, the recoverability of the carrying amount of intangible assets and long-lived assets used in continuing operations. A loss is recognized when expected future cash flows (undiscounted and without interest) are less than the carrying amount of the asset. The impairment loss is determined as the difference by which the carrying amount of the asset exceeds its fair value. The Company evaluated its long-lived assets for any indications of impairment. The Company concluded that there was no impairment, however there can be no assurance that market conditions will not change or demand for the Company’s products will continue which could result in impairment of long-lived assets in the future.
Revenue Recognition
It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 “Revenues from Contracts with Customers.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation.
Revenues from direct retail sales to consumers and revenues from independent distributors occurs when title and risk of loss had passed, which generally occurs at the time the products are shipped. Revenues are recorded net of estimated sales returns and allowances.
Allowances for product returns are provided at the time the sale is recorded. This liability is based upon historic return rates and the relevant return pattern, which reflects anticipated returns to be received over a period of up to 12 months following the original sale. As of ~~June~~September 30, 2022, the Company had a reserve for sales returns of approximately $~~8,813~~7,388, which is included in accrued liabilities in the accompanying consolidated balance sheet.
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Comprehensive Loss
Other comprehensive loss in the accompanying consolidated financial statements relates to unrealized foreign currency translation adjustments.
Foreign Currency Translation
A portion of the Company’s business operations occur outside the United States. The local currency of each of the Company’s subsidiaries is generally its functional currency. All assets and liabilities are translated into U.S. Dollars at exchange rates existing at the balance sheet dates, revenue and expenses are translated at weighted-average exchange rates and stockholders’ equity is recorded at historical exchange rates. The resulting foreign currency translation adjustments are recorded as a separate component of stockholders’ equity in the consolidated balance sheets and as a component of comprehensive income. Transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive income.
Net Loss per Common Share, basic
The Company has adopted Accounting Standards Codification (“~~ASC”~~ASC”) subtopic 260-10, Earnings Per Share (“ASC ~~260-10”~~260-10”) specifying the computation, presentation and disclosure requirements of earnings per share (EPS) information. Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution of securities that could share in the earnings or losses of the entity.
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Note 3 – Notes Payable
Schedule of Notes Payable as of:
Schedule of Notes Payable
June 30,
2022 December 31,
2021 September 30,
2022 December 31,
2021
Secured Royalty Participation Agreements (1) $ 150,000 $ 150,000 $ 150,000 $ 150,000
Vehicle and equipment loans (2) 16,503 18,123 13,603 18,123
Notes payable (3) (6) 285,000 285,000 285,000 285,000
Convertible notes payable, net of discount (4)
1,062,980

602,787
942,903 602,787
SBA loans (5)

132,458

219,465
– 219,465
Total notes payable, net of discount $ 1,646,941 $ 1,275,375 $ 1,391,506 $ 1,275,375
(1) During June 2018, the Company entered into two (2) Secured Royalty Participation Agreements with Profile Solutions, Inc. (“PSI”) in exchange for working capital loans totaling $~~150,000~~$150,000 ($100,000 on June 15, 2018 and $~~50,000~~$50,000 on June 22, 2018). The loan amounts were due in June of 2019, plus an IRR of 18%18%. In consideration of these loan obligations, The Company agreed to pay a monthly royalty for 12 months being the greater of: x) 10%10% of the loan amount or y) ~~1.5~~%1.5% of the monthly gross revenues. PSI claims that these loans are in default, but the Company contends the loans reflected the terms of these agreements were usurious and contends that the loans are not legally enforceable obligations.
(2) In 2019, Malaysia borrowed $27,295 to purchase a car. The note accrues interest at 4.42% and matures in 5 years with a balance due of $~~16,503~~13,603 and $18,123 as of ~~June~~September 30, 2022 and December 31, 2021, respectfully.
(3) In 2019, the Company entered into various promissory notes with lenders in the aggregate principal balance of $375,000, net of discount. The effective interest rates of the notes are 10%10% and mature within one year. In addition, the Company issued 45,000 shares of common stock in the aggregate for the commitment of resulting in a charge of $22,500 to debt discount. In 2020, the Company entered into various promissory notes with lenders in the aggregate principal balance of $225,000 with effective interest rates between 8%8% and 10%10% per annum. Each of these notes were extended until January 1, 2023. The outstanding balance of these notes and the notes issued in 2019 was $275,000 both as of ~~June~~September 30, 2022 and December 31, ~~2021.~~2021 plus $68,235 in accrued interest.
(4)
During the year ended December 31, 2021, the Company issued an aggregate of $2,423,738of convertible promissory notes to investors. The notes have maturity dates between nine months and three years and have interest rates between 8%8% and 12%12% per annum. The Company also issued 154,173shares of common stock and granted warrants to purchase 2,400,000shares of common stock ~~at $3.00~~ with exercise prices ranging between $2.685 and $3.00 per share. The value of the common stock and warrants were recorded as a discount of the note at fair value. The balance of the notes, net of discount, as of ~~June~~September 30, 2022 and December 31, 2021 was $~~1,062,980~~942,903 and $602,787, respectively plus accrued interest of $367,417.

During the second quarter of 2022, one of the ~~nine month~~nine-month notes was extended for an additional 60 ~~days.~~days, until August 1, 2022. As consideration for the ~~60 day~~60-day extension, the Company agreed to pay 100,000shares of common stock to the note holder, reduce the conversion price of the note, and reprice the associated warrants from $3 $3.00 per share to $1 $1.00 per share. The new conversion price shall be equal to the lower of (i) 50% of the lowest volume weighted average prices for Common Stock as reported at the close of trading on the market reporting trade prices for the Common Stock during the 30 trading days ending on, and including, the date of the notice of conversion and (ii) Closing Price on the Closing Date, not to exceed $2.25. On August 18, 2022, the note was further extended to September 30, 2022, in exchange for 200,000 shares of common stock. During the quarter ended September 30, 2022, $~~2.25~~471,333 of principal and $16,666 of accrued interest was converted into 1,605,660 common shares leaving a balance of $39,304 as of September 30, 2022.
On July 13, 2022, one of the notes was extended to September 1, 2022 in exchange for 183,780 warrants to purchase common stock at $3.00 per share, 75,512 shares of common stock and the principal amount of the note was increased by $70,833. On September 8, 2022, the note was further extended to May 26, 2023 and the interest rate increased from 10% to 18% per annum. The Company recognized $252,429 loss on extinguishment from the amendment of the note. On September 16, 2022, $141,007 of principal and $7,743 of accrued interest was converted into 329,670 shares of common stock. The balance of the note on September 30, 2022 was $386,632.
In August 2022 and September 2022, the Company issued an aggregate of $200,000 of convertible notes payable net of discount, in various tranches. The notes accrue interest ranging between 10% and prime plus 8% per annum and mature nine months from the individual tranches. In addition, the lenders received 47,693 warrants with an exercise price of the lowest of $2.685 or 65% of lowest traded price in preceding 30 days and 40,880 warrants with an exercise price of lowest of $2.685 or 50% of VWAP for the preceding 30 days, with all warrants having an expiry of 5 years from the date of issuance.
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(5) During the year ended December 31, 2021, the Company was granted loans (the “PPP Loans”) from the Small Business Administration in the aggregate amount of $250,535, pursuant to the and Paycheck Protection Program (the “PPP”) under Division A, Title I of the Coronavirus Aid, Relief, and Economic Securities (“CARES”) Act, which was enacted March 27, 2020. The PPP Loans, which was in the form of a note that was granted in May 2020 and April 2021, matures in two years and accrues interest at a rate of ~~1.00~~%1.00% per annum, payable in monthly payments commencing six months after loan disbursement. The note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Under the terms of the PPP, certain amounts of the PPP Loans may be forgiven if they are used for qualifying expenses as described in the CARES Act. On May 11, 2022, the SBA granted forgiveness of one of the outstanding PPP loans for $124,300. On July 15, 2022, the SBA forgave the other PPP loan for $124,372. As of ~~June~~September 30, 2022 and December 31, 2021, the balance of the PPP Loans was $~~132,458~~0 and $219,465, respectfully. ~~On July 15, 2022, the SBA forgave the other PPP loan for $124,372~~.
(6) On October 20, 2021, The Company issued two promissory notes to investors for a total of $~~10,000~~.$10,000. The notes mature in one year and have interest rates of ~~8.5~~%8.5% per annum. The balance of these notes was $10,000 as of ~~June~~September 30, 2022 and December 31, ~~2021.~~2021 plus accrued interest. Both notes have been extended until January 1, 2023.
10
Note 4 – Derivative Liabilities
The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock, , which gives rise to a ~~Derivative Liability~~derivative liability which is a non-cash liability. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.
During the year ended December 31, 2021, the Company issued an aggregate of $2,423,738 of convertible promissory notes to investors (Note 3) with embedded beneficial conversion features that meet the definition of a derivative and require bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $8,777,957. As a result of the various loan extension (Note 3), ~~warrants~~the derivative liabilities were ~~repriced from~~revalued during the nine months ended September 30, 2022. The change in fair value of derivative liability during the three and nine-months ending September 30, 2022 was a $318,229,091 ~~per share to~~gain and $14,112,025 ~~per share which triggered a reset provision on certain warrant holders’ previously granted warrants whereby their exercise price was reduced from $~~3 ~~to $~~1 ~~and the agreement entitled them to an additional~~ ~~3,800,000~~ ~~shares of common stock upon exercise.~~loss, respectively. The ~~loss~~gain from the change in fair value of derivative liability during the three and ~~six months~~nine-months ending ~~June~~September 30, ~~2022~~2021 was $~~22,538,626~~ ~~and $22,341,116, respectively. There was~~ 02,710,228 ~~derivative liability during the three and six month ending June 30, 2021. The change in fair value of derivative liability is a noncash item.~~.
Schedule of Derivative Liabilities
Schedule of Derivative Liabilities
Derivative Liability - Convertible Notes Derivative Liability - Warrants Total Derivative Liability - Convertible Notes Derivative Liability - Warrants Total
Balance as of December 31, 2021 $ 1,252,397 $ 2,972,188 $ 4,224,585 $ 1,252,397 $ 2,972,188 $ 4,224,585
Change due to issuances 2,934,386 1,952,023 4,886,409
Change due to redemptions (305,944 ) - (305,944 ) (2,543,413 ) (7,246,201 ) (9,789,614 )
Change due to issuances
530,040

822,892

1,352,932

Change in fair value 988,040 21,353,076 22,341,116 (63,207 ) 4,175,232 4,112,025
Balance as of June 30, 2022 $ 2,464,533 $ 25,148,156 $ 27,612,689
Balance as of September 30, 2022 $ 1,580,163 $ 1,853,242 $ 3,433,405
A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the fair value of derivative liabilities during the ~~six~~nine months ended ~~June~~September 30, 2022 is as follows:
~~Schedule of Fair Value of Derivative Liabilities~~
Schedule of assumptions
Stock price $ ~~3.00~~0.655 –~~5.00~~10.85
Contractual term (in years) ~~0.08~~0.00 – ~~2.29~~5.00
Volatility (annual) ~~61.2~~49.8% - 79.5 %
Risk-free rate ~~1.81~~1.36% - ~~2.49~~3.85 %
12
A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the fair value of derivative liabilities during the year ended December 31, 2021 is as follows:
Schedule of assumptions
Stock price $ 1.77 – 3.99
Contractual term (in years) 0.58 – 3.00
Volatility (annual) 48.8% - 61.3 %
Risk-free rate 0.19% - 0.47 %
The foregoing assumptions were reviewed quarterly and were subject to change based primarily on management’s assessment of the probability of the events described occurring.
Note 5 – ~~Factoring Liability~~Financing Arrangement
InDuring the ~~second quarter of~~period ending September 30, 2022, the Company entered into ~~two~~three non-recourse agreements for the sale of future receipts receiving ~~net~~gross proceeds of $~~241,000~~363,450 which provides the Company with the ability to convert our account receivables into ~~cash~~.cash. Under the terms of the agreements, the Company must pay a specified amount each day until the financed receivables are fully paid. The agreements have an effective interest rate within the range of approximately ~~95%~~36% and ~~105%~~40%, ~~respectively.~~which includes a discount of $118,050. The outstanding balance is secured by an interest in virtually all assets of the Company, with a first security interest in accounts receivable. The ~~agreement remains~~agreements remain in effect through ~~January 10, 2023~~to March 8, 2023.
The Company accounts for ~~this agreement~~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~~September 30, 2022, there was an outstanding balance of $~~217,907~~239,986. There was no outstanding balance as of December 31, 2021.
Note 6 – Stockholders’ (Deficit) Equity
Stock issuances

~~Stock based compensation~~
~~During the three and six-months ending~~On June ~~30, 2021, the Company issued~~ ~~2,079,396~~ ~~and~~ ~~2,506,202~~ ~~shares of common stock, respectively, to an officer and investors, with an aggregate fair value of $303,678~~ ~~and $365,355, respectively.~~
~~During the three and six-months ended June 30,~~8, 2022, the Company issued 10,000 shares of stock to a vendor for services for a value of $30,000. ~~The Company also recognized $108,260~~ ~~and $217,723~~ ~~of expense relating to the vesting common stock issued to one of its officers for the three and six months ended June 30, 2022, respectively.~~
~~Stock issued for loan extension~~
~~Per Note 3, on~~On June 8, 2022, the Company issued 100,000 shares of common stock valued at $300,000 to one of its note holders per the loan extension agreement ~~(Note~~(see Note 3).
On July 13, 2022, the Company entered into an Amendment of its original Promissory Convertible Note of September 1, 2021 with the note holder. The terms of the original Note were Amended to increase the principal balance of the Note by $70,833; as well as granting 186,220 Warrants and 75,512 common shares as consideration for a 90-day extension of the Note. The common shares were issued to the lender as well as the original 74,488 common shares that were to be issued upon entering into the original loan agreement dated September 1, 2021. The Company recognized $955,658 loss on extinguishment of the note.
On August 18, 2022, the Company entered into an additional amendment of a previous amendment dated May 31, 2022, of its original Promissory Convertible Note executed on September 3, 2021. Under the terms the new amendment dated, August 18, 2022, the note is extended until September 30, 2022 and in exchange, the Company agreed to provide the note holder with 200,000 shares of common stock. In addition, the Note Holder also agreed to cancel 500,000 warrants previously issued to the Note Holder in exchange for an additional 200,000 shares of Company’s common stock. The Company recognized $423,176 loss on extinguishment of the note and a $1,183,544 gain on extinguishment upon cancellation of the warrants and derivative liabilities associated with the warrants.
On August 26, 2022, the Company cancelled 370,000 warrants previously issued to a Note Holder in exchange for the 370,000 common shares valued at $1,213,710. The Company recognized a $4,028,747 gain on extinguishment upon cancellation of the warrants and derivative liabilities associated with the warrants.
On September 7, 2022, the Company issued 974,344 common shares valued at $2.88, or $2,806,111, to current and past directors for their service prior to the Company completing its going public transaction.
On September 19, 2022, the Company, under the terms of the note, issued 329,670 common shares upon the conversion of $148,870 in notes payable plus $1,250 in transaction fees. Upon conversion and settlement of the derivative liability, the Company recognized a $214,655 gain on extinguishment.
On September 20, 2022, the Company, under the terms of the note, issued 250,438 common shares upon the conversion of $100,000 in notes payable. Upon conversion and settlement of the derivative liability, the Company recognized a $100,808 gain on extinguishment.
On September 29, 2022, the Company, under the terms of the note, issued 1,355,222 common shares upon the conversion of $388,000 in notes payable. Upon conversion and settlement of the derivative liability, the Company recognized a $341,156 gain on extinguishment.
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During the three and nine-months ending September 30, 2022, the Company also recognized $110,665 and $328,388 of expense relating to the vesting common stock issued to one of its officers.
During the three and nine-months ending September 30, 2022, the Company issued 3,829,674 and 3,939,674 shares of common stock, respectively, to an officer and investors, with an aggregate fair value of $7,076,551 and $7,624,273, respectively.
Note 7 – Legal Proceedings
Legal proceedings
In December 2018, PSIQ Inc. filed a lawsuit against the Company alleging non-payment of a combined loan in the amount of $150,000. The Company has answered this suit and has objected to the legality of the interest charged. It is the position of the Company that the plaintiff’s interest charges are usurious and thus invalid as a matter of law. This matter is still in litigation with no trial date yet set.
On August 6, 2019, Ray Carter, the former CEO ~~prior to~~of Stemtech International, Inc., the former parent company of the Company’s ~~Bankruptcy,~~subsidiaries acquired out of the bankruptcy of Stemtech International, Inc. filed a lawsuit against the Company’s subsidiary Stemtech HealthSciences, alleging unpaid salary and vacation time dating to a period predating the Company’s current management team taking control in 2018. Mr. Carter’s claim is in the amount of $267,000. The Company has counter-sued Ray Carter personally and deems this matter non-meritorious. At the same time, the Company has accrued $267,000 in the accompanying financial statements as of ~~June~~September 30, 2022 and December 31, 2021.
On August 30, 2019, the former CFO, filed a lawsuit against the Company’s subsidiary Stemtech HealthSciences for non-payment for unpaid vacation relating to a period prior to the new management team taking control in 2018. This matter is now settled, and the parties ~~are adhering~~agreed to a payment plan with ~~a current balance due of $9,800~~ ~~to be paid through~~the final payment having been made in August, 2022.
On March 4, 2020, Canon Financial Services, Inc., filed a lawsuit against the company in a dispute over office machine leases relating to a period prior to the new management team taking control in 2018. The Company settled this matter with Canon Financial Services out of Court for $10,664 in May, 2021, and is making installment payments until paid off in May, 2023.
11
Note 8 – Income Taxes
Prior to 2018, when the Company was acquired by the current management ownership group, the Mexican Tax Authorities completed an audit of Stemtech Mexico for the 2013 fiscal year and have issued a preliminarily assessment of $2.5 million ~~million~~ tax liability including interest and penalties. The Company believes this assessment to be unfounded and in 2019 the Mexican subsidiary engaged local legal representation to contest this assessment via the Tax Court. This process is anticipated to minimize any potential tax and may take an additional 2 to 3 years to be resolved. The Company estimated the final assessment to approximately $250,000, but the Company believes it is not probable than the Company will be liable for these amounts and therefore no amount has been accrued for this action.
Note 9 – Subsequent Events
On ~~July 13,~~October 24, 2022, the Company ~~entered into an Amendment~~acquired 100% of ~~its original Promissory Convertible Note~~issued and outstanding stock of ~~September 1, 2021 with the note holder. The terms~~Life Factor Research, a Wyoming corporation in exchange for 600,000 shares of the ~~original Note were Amended to increase the principal balance of the Note by $70,833; as well as granting~~ ~~186,220~~ ~~Warrants and~~ ~~75,512~~ ~~common shares as consideration for a 90 day extension of the Note.~~
On August 18, 2022, the Company entered into an additional amendment of a previous amendment dated May 31, 2022, of its original Promissory Convertible Note executed on September 3, 2021. Under the terms the new amendment dated, August 18, 2022, the note is extended until September 30, 2022 and in exchange, the Company agreed to provide the note holder with a ~~200,000~~ ~~shares of~~Company’s common stock. In addition, the ~~Note Holder also agreed to cancel~~ ~~500,000~~ ~~warrants previously issued to~~Company will settle the ~~Note Holder in exchange~~debts of LFV for an additional ~~200,000~~shares of the Company’s common ~~stock.~~stock valued at $180,000.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this quarterly report.
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws and is subject to the safe-harbor created by such Act and laws. Forward-looking statements may include statements regarding our goals, beliefs, strategies, objectives, plans, including product and technology developments, future financial conditions, results or projections or current expectations These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected-in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our actual results may differ materially from those anticipated in these forward-looking statements. These forward-looking statements are made as of the date of this report, and we assume no obligation to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements.
Implications of Being an Emerging Growth Company
Emerging Growth Company - We are an emerging growth company as defined in Section 2(a)(19) of the Securities Act of 1933, as amended, or the Securities Act. We will continue to be an emerging growth company until: (i) the last day of our fiscal year during which we had total annual gross revenues of at least $1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act; (iii) the date on which we have, during the previous 3-year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a large accelerated filer, as defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30.
As an emerging growth company, we are exempt from:
● Sections 14A(a) and (b) of the Exchange Act, which require companies to hold stockholder advisory votes on executive compensation and golden parachute compensation;
● The requirement to provide, in any registration statement, periodic report or other report to be filed with the Securities and Exchange Commission, or the “Commission” or “SEC”, certain modified executive compensation disclosure under Item 402 of Regulation S-K or selected financial data under Item 301 of Regulation S-K for any period before the earliest audited period presented in our initial registration statement;
● Compliance with new or revised accounting standards until those standards are applicable to private companies;
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● The requirement under Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, to provide auditor attestation of our internal controls and procedures; and
● Any Public Company Accounting Oversight Board, or “PCAOB”, rules regarding mandatory audit firm rotation or an expanded auditor report, and any other PCAOB rules subsequently adopted unless the Commission determines the new rules are necessary for protecting the public.
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the Jumpstart Our Business Startups Act.
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We are also a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. As a smaller reporting company, we are not required to provide selected financial data pursuant to Item 301 of Regulation S-K, nor are we required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. We are also permitted to provide certain modified executive compensation disclosure under Item 402 of Regulation S-K.
Company Overview
Globe Net Wireless Corp. was incorporated under the laws of the State of Nevada, U.S. on September 4, 2009. Our registration statement on Form S-1 was filed with the Securities and Exchange Commission was declared effective on May 15, 2013. On August 19^th, 2021, the Company entered into a Merger Agreement with Stemtech Corporation by which the Company acquired one hundred percent of the shares of STEMTECH CORPORATION in exchange for the issuance of 37,060,000 shares of the Company, approximately 85% of the issued and outstanding shares of the company.
Stemtech has pioneered and patented a whole new category of dietary supplements. Stemtech’s advanced Stem Cell Nutrition formulations are one-of-a-kind natural products designed to help support the three most important aspects of stem cell physiology: 1) Releasing more stem cells; 2) their circulation in the blood; and 3) Migration into tissues, where they can perform their daily function of renewal and rejuvenation for optimal health. We actually harness the incredible power of adult stem cells. How does this work? Adult stem cells are released from your bone marrow into the bloodstream, they then Circulate in the bloodstream and flow to the tissues most in need. As they arrive, the adult stem cells migrate into the tissues, reproduce and become new, healthy cells of those tissues. This process takes place every single day, even without tissue damage, as part of the natural renewal system of the body. It is important to understand that Stemtech’s products do not contain stem cells. They are composed of natural botanicals and other ingredients that have been clinically documented to support the performance of your own adult stem cells.
While sales of product obviously create the cash flow, our real business model is not just “sales”, but lateral penetration. We do this through our IBPs - “Independent Business Partner” Sales Forces, and we invest much energy in growing our IBPs. Post public listing and funding, Stemtech is projecting the addition of 30,000 new independent business partner reps over the next 12 to 24 months, adding to the existing IBPs. With an enhanced compensation plan, IBPs will be even more incentivized to build their network, attracting additional industry leaders. IBPs are a testimonial to our product and business model, lowering our customer acquisition costs.
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In order to grow our company’s IBPs post pandemic, we are now reinstituting in-person meetings, contests such as a travel incentive which began August 1 for trip to Cancun in December, cruises, Business Academies for Training, regional conferences, our Annual Convention with new product launches. Our IBPs offer highly flexible yet steady income which is most adapted to todays “Laptop & Cellphone Lifestyle”, with structured and organized weekly corporate training calls, a personalized website, back-office tracking, oversight and management Tools, Reports, Training Materials and Social Media Sharing. Stemtech announced on July 25^th the partnering with industry leading VERB TECHNOLOGY in launching Interactive Video and Livestreaming Sales Enablement Apps to strengthen the direct sales channel. The new mobile app, “Stemtech Advance Office” is based on the VERB leading-edge platform which enables IBPs to share recruiting materials and track prospective members. This ~~will~~was launch ~~early September, a few weeks from now.~~in launched in Q3.
Stemtech launched a new marketing program in January, 2022, and our sales continue to come from returning consumers who believe in the quality products, as well as new members. Until September 2021, the Company had operated on an extremely tight budget, with inadequate working capital and difficulties fulfilling orders. Since the cash infusions noted in “Financing” infra, the company now has the resources to contact and re-engage the over 200,000 former distributors. With this new cash infusion, the Company has engaged experienced marketing and social media professionals to initiate new marketing strategies which are expected to bring increased activity. Moreover, we are now better positioned to absorb significant new clientele either as product consumers or business builders, as the company has directed significant cash towards our inventory and marketing efforts. Management conservatively believes that given the cash on hand and working expenditures as describe above, we can reinvigorate sales to be more consistent with the company’s previous revenue historically, as we were recognized 4 separate years in the Inc 5000 Magazine’s list of fastest growing companies.
The network marketing industry companies are known for their potential explosive growth and with more network marketers looking for a new home, Stemtech is well positioned. With our legacy of being in business for over 16 years, industry experience, and scientific knowledge, with products in the expanding stem cell nutrition market, our strong and profitable compensation plan for our Field, we are set to enter the typically invigorated end of Q3 and Q4 period with much anticipated growth. Management believes that the highest growth is upcoming in the next two to three years. General economic conditions with inflation factoring largely in today’s market, people are looking for an income-earning opportunity. Being their own boss and working while enjoying a desired lifestyle. Quality of life issues are in the IBPs control. Combined with Stemtech’s patented anti-aging and longevity products, it is inevitable that a momentum phase will propel the company to achieve our projections.
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Stemtech is working to add new products in the stem cell arena. Forecasts for the stem cell industry, whether stem cell therapy, stem cell pharma, stem cell technology or stem cell nutrition, are indicating explosive growth between 2022 and 2026, reaching estimated business volumes of USD $26 billion with a CAGR of 10.34 percent, according to “Research and Markets” a recognized industry publication and authority. As the pioneer in stem cell nutrition since 2005, Stemtech’s growth opportunities are significant.
Below this IBP level, we have our “DTC” ~~(Direct To Consumer)~~(Direct-To-Consumer) network marketing Distribution model. This integrative model allows us an immediate global presence and ability to operate in multiple countries on any continent. We are uniquely positioned in this post pandemic economy beset by supply chain issues, as this method requires no up-front or required buy-in of inventory, with monthly shipments available for known recurring sales. This platform has us now operating at the intersection of the ecommerce economy, social economy and gig economy.
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RESULTS OF OPERATIONS
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Three-Month Period Ended ~~June~~September 30, 2022 Compared to the Three-Month Period Ended ~~June~~September 30, 2021.
During the three months ending ~~June~~September 30, 2022 net sales were ~~$1,276,424~~$1,047,030 versus ~~$1,025,112,~~$907,854 the year earlier period, for a positive variance of ~~$251,312~~$139,176 or ~~25%~~15.3%. This variance is due to increase IBPs and ~~management~~an increase in prices. Management anticipates ~~net sales~~revenues to continue to increase ~~further~~ as ~~it has recently implemented a price~~the Company invests in new tools for its IBPs and seeks to increase the number of IBPs, however current economic risks of recession can influence ~~this.~~this which is beyond the Company’s control.

During the three months ending ~~June~~September 30, 2022, cost of goods sold was ~~$393,213~~$180,599 versus ~~$269,163,~~$126,432 the year earlier period, for a ~~positive~~negative variance of ~~$124,050~~$54,167 or ~~46%~~42.8%. This variance is line with the increase in sales during the ~~three months ended June 30, 2022.~~period.

During the three months ended ~~June~~September 30, 2022, ~~and 2021, our~~ commissions expenses were ~~$293,140 and $142,452, respectively, resulting in an increase~~$306,293 versus $133,492 the year earlier period, for a negative variance of ~~$150,688,~~$172,801, or ~~106%~~129.45%. The variance is in line with increased sales ~~during~~and that the ~~three months ended June 30, 2022.~~Company has increased the global payout to its IBP channel.

During the three months ended ~~June~~September 30, 2022, ~~and 2021, our~~ general and administrative expenses were ~~$1,478,990 and $1,110,358, respectively, resulting in an increase~~$3,822,131 versus $1,290,374 the year earlier, for a negative variance of ~~$368,632,~~$2,531,757, or ~~33%~~196.2%. The increase is primarily due to hiring of consultants, increase costs relating to meet regulatory reporting and ~~increase in regulatory fees.~~fees as well as the issuance of Stock-based compensation estimated at $2,808,111.

During the three months ended ~~June~~September 30, 2022, ~~and 2021, our~~ selling and marketing expenses were $139,275 and $81,355, respectively, resulting in an increase of $57,920, or 71%. The increase is primarily due approximately $25,000 business academy in Mexico and overall increase in marketing spend during$120,434 versus $93,316 the ~~three months ended June 30, 2022.~~
During the three months ending June 30, 2022 and 2021, total non-operating expenses were $23,939,710 and $195,007, respectively, resulting in an increase of $23,744,703. The difference is primarily due to $22,538,626 loss from change in fair value of derivative liabilities, $878,806 loss on extinguishment of debt and $513,291 increase of interest expense on notes payable, partially offset by the $124,300 gain on forgiveness of PPP Loan.
~~The net loss attributable to Stemtech for the three months ended June 30, 2022 and 2021, was $24,948,239 and $762,565, respectively. The increase in net loss was caused by the factors described above.~~
~~Six-Month Period Ended June 30, 2022 Compared to the Six-Month Period Ended June 30, 2021.~~
During the six months ending June 30, 2022 and 2021, net sales were $2,432,732 and $2,100,873, respectively, resulting in an increase of $331,859, or 16%. This variance is due to increase IBPs and management anticipates net sales to increase further as it has recently implemented a price increase, however current economic risks of recession can influence this.
~~During the six months ending June 30, 2022, cost of goods sold was $655,810 versus $449,308,~~year earlier, for a ~~positive~~negative variance of ~~$206,502~~$27,118, or ~~46%. This variance is line with the increase in sales during the six months ended June 30, 2022.~~
During the six months ended June 30, 2022 and 2021, our commissions expenses were $455,052 and $241,582, respectively, resulting in an increase of $213,470, or 88%. The variance is in line with increased sales during the six months ended June 30, 2022.
During the six months ended June 30, 2022 and 2021, our selling and marketing expenses were $279,584 and $210,960, respectively, resulting in an increase of $68,624, or 33%. The increase is primarily due approximately $25,000 business academy in Mexico and overall increase in marketing spend during the six months ended June 30, 2022.
~~During the six months ended June 30, 2022 and 2021, our general and administrative expenses were $2,251,002 and $1,852,326, respectively, resulting in an increase of $398,676, or 22%~~29.1%. The increase is primarily due to ~~hiring of consultants and~~an overall increase in ~~regulatory fees.~~marketing spend as the Company seeks to continue to increase in its business channel to grow revenues.

During the ~~six~~three months ended ~~June~~September 30, 2022, ~~and 2021, our~~ total operating expenses were ~~$2,985,638 and $2,304,868, respectively, resulting in an increase~~$4,248,858 versus $1,517,182 a year earlier, for a negative variance of ~~$680,770,~~$2,731,676, or ~~30%~~180.1%. The increase in operating expenses was caused by the factors described above.

During the ~~six~~three months ending ~~June~~September 30, 2022, ~~and 2021,~~ total non-operating ~~expenses were $24,268,590 and $289,999, respectively, resulting in~~activities was a gain of $20,768,637 versus an ~~increase~~expense of ~~$23,978,591.~~$4,583,892 a year earlier, for a positive variance $25,352,529 or 553.1%. The difference is primarily due to ~~$23,341,116 loss~~$18,229,093 gain from change in fair value of derivative liabilities, ~~$878,806 loss~~$4,237,647gain on extinguishment of debt ~~and $948,427 increase of~~offset by $1,833,912 in interest expense on notes ~~payable, partially~~payable.
The net gain attributable to Stemtech for the three months ended September 30, 2022 and 2021, was $17,416,917 versus a loss of $5,309,768 the prior period. The positive variance was caused by the factors described above.
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Nine-Month Period Ended September 30, 2022 Compared to the Nine-Month Period Ended September 30, 2021.
During the nine months ending September 30, 2022, net sales were $3,472,762 versus 3,008,727 a year early, for a positive variance of $471,035, or 15.7%. This variance is due to increase IBPs and increase in prices due to costs increases related to inflation, however current economic risks of recession can influence this.
During the nine months ending September 30, 2022, cost of goods sold was $836,409 versus $575,740, for a negative variance of $260,669 or 45.3%. This variance is line with the increase in sales during the period.
During the nine months ended September 30, 2022, commissions expenses was $761,345 versus $375,074 a year earlier, for a negative variance of $386,271, or 103.0%. The variance is in line with increased sales and that the Company has increased the global payout to its IBP channel.
During the nine months ended September 30, 2022, general and administrative expenses was $6,073,133 versus $3,142,700 a year earlier, for a negative variance of $2,930,433, or 93.3%. The increase is primarily due to hiring of consultants, increase costs relating to meet regulatory reporting and fees as well as the issuance of Stock-based compensation estimated at $2,836,111.
During the nine months ended September 30, 2022, selling and marketing expenses were $400,018 and $304,276 a year earlier, for a negative variance of $95,742, or 31.47%. The increase is primarily due to an overall increase in marketing spend as the Company seeks to continue to increase in its business channel to grow revenues.
During the nine months ended September 30, 2022, total operating expenses were $7,234,496 versus $3,822,050 a year earlier, for a negative variance of $3,412,446, or 89.3%. The increase in operating expenses was caused by the factors described above.
During the nine months ended September 30, 2022, total non-operating expenses were $3,499,953 versus $4,873,891 a year earlier, for a positive variance of $1,373,938, or 28.2%. The difference is primarily due to a loss of $4,112,023 from change in fair value of derivative liabilities, and $3,004,928 in interest expense offset by a gain on the ~~$124,30~~extinguishment of debt in the amount of $3,358,841 and approximately $250,000 gain on forgiveness of PPP Loan.

It should be noted that the ~~large increase~~significant movement in the derivative liability and gain on extinguishment of debt is due to the fact that the convertible notes payable and the warrants ~~have significant intrinsic value due to our rising~~is greatly affected by the change in the stock ~~price. If~~price and are generally does not affect the cash position of the Company as the greater this amount is the more likely the lenders will convert their convertible notes payable and exercise their warrants ~~are exercised~~ and ~~the notes are converted, the liability amount will be absorbed to Shareholders’ Equity.~~thus provide a cash infusion.

The net loss attributable to Stemtech for the ~~six~~nine months ended ~~June~~September 30, 2022, ~~and 2021,~~ was ~~$25,442,979 and $928,567, respectively.~~$8,026,062 versus $6,237,957 a year earlier. The increase in net loss was caused by the factors described above.
Liquidity and Capital Resources
We are not currently profitable, and we cannot provide any assurance of when we will be profitable. We incurred a net loss of ~~$25,477,306 and $943,302~~$8,091,096 for the ~~six~~nine months ended ~~June~~September 30, 2022 ~~and 2021, respectively.~~versus $6,237,957 a year earlier. During the ~~six~~nine months ended ~~June~~September 30, 2022, we met our short-term liquidity requirements from the issuance of notes payable, stock issuances and our existing cash reserves.

As of ~~June~~September 30, 2022, our current assets were ~~$845,445~~$599,693 compared to $1,600,039 in current assets at December 31, 2021. As of ~~June~~September 30, 2022, our current liabilities were ~~$33,330,979~~$8,995,077 compared to $9,387,038 at December 31, 2021. Current liabilities at ~~June~~September 30, 2022 were comprised of ~~$27,612,689~~$3,433,405 of derivative liabilities, ~~$3,865,725~~$3,868,164 of accounts payable and accrued expenses, ~~$1,569,299~~$1,391,506 in notes payable, net of discount, ~~$217,907~~$239,986 in factoring liability and ~~$65,359~~$62,018 in current operating lease liabilities.

The derivative liability and associated loss from its change in fair value are noncash items and fluctuate due to our ~~rising~~ stock price. If the warrants are exercised and the notes are converted, it would cause the ~~liability amount will be absorbed~~Company to record a gain on extinguishment of debt and Shareholders’ ~~Equity.~~Equity would increase accordingly.
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Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the ~~six-months~~nine-months ending ~~June~~September 30, 2022, net cash flows used in operating activities were ~~$744,764~~$976,150 which is primarily due the net loss of ~~$25,477,306~~$8,091,096 offset by approximately ~~$24,615,000~~$6,444,000 of noncash items as well as the changes in working capital accounts. The noncash items primarily consist of a ~~$22,341,116~~$4,112,025 loss from the change in fair value of derivative liabilities, ~~$1,028,375~~$2,400,670 amortization of debt discount, ~~$217,723~~$2,836,111 of stock based compensation, ~~$217,717~~$330,169 of depreciation and amortization, ~~$878,806 of loss on extinguishment of debt,~~ and a partial offset by the ~~$124,300~~$3,358,842 of gain on extinguishment of debt and $250,825 gain on forgiveness of the PPP Loan. Adjustments for changes in operating assets and liabilities were due to an increase in inventories of ~~$235,278~~$254,608 and ~~prepaid expenses of $104,191, partially offset by decrease in~~ accounts payable and accrued expenses of ~~$192,096.~~$406,600.
Cash Flows from Financing Activities
We have financed our operations primarily from the issuance of notes payable. For the ~~six-month~~nine-month period ended ~~June~~September 30, 2022, ~~$153,580~~$514,697 cash provided from financing activities ~~mainly consists~~consist of $341,939 of issuance of notes payable and net proceeds from financing arrangements of ~~factoring liability of $241,000.~~$239,986. For the ~~six~~nine months ended June 30, 2021, net cash flows provided by financing activities were ~~$117,581~~$2,104,410 from proceeds of notes payable.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities and director loans. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited condensed financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year.
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Off-Balance Sheet Arrangements
As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
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Stockholders’ Equity (Deficit)
Authorized Shares
The Company is authorized to issue up to 200,000,000 shares of common stock, par value $0.001 par value. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.
Commitments and Contingencies
None.
Financing
On September 3^rd, 2021, the Company executed a Convertible Promissory Note, Securities Purchase Agreement and ancillary agreements (collectively, the “Agreements”) with Leonite Capital, LLC (“Leonite”). Per the terms of the Agreements with, ~~Leonite Capital, LLC,~~ the Company was tendered $410,000, which is open with right of redemption for one year. Prior to the maturity date of the Note, the Company at its option, has the right to redeem in cash in part or in whole, the amounts outstanding. Should the Fund wish to convert this debt into equity, the conversion price shall be sixty-five percent of the lowest Intraday price during the previous 21 days. Pursuant to the Agreements, the Company has earmarked the net proceeds for immediate cash infusion for normative working capital purposes and capital expenditures. Leonite ~~Capital.~~ has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our Common Stock ~~during~~at any time.
On September 3^rd, 2021, the Company finalized a Promissory Convertible Note, Securities Purchase Agreement and ancillary agreements (collectively, the “Agreements”) with MCUS LLC. (“MCUS”). Per the terms of the Agreements with MCUS, ~~LLC.,~~ the Company was tendered $500,000, which the Company utilizes for normative working capital purposes and capital expenditures. The Note is open with right of redemption for nine months. MCUS ~~LLC~~ has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our Common Stock during any time during the term of the Agreements. Pursuant to the Agreements, the Company is required to register all shares which the Leonite ~~Fund I LP~~ may acquire. The foregoing is a summary description of certain terms of the Agreements. For a full description of all terms, please refer to the original Agreements which were filed as an 8K with the SEC on September ~~10th,~~10^th, 2021.
On September ~~17th,~~17^th, 2021, the Company finalized a $1,400,000 investment into our Company with Sharing Services Global Corporation, a publicly traded company (“SHRG”) via a Convertible Promissory Note, a Share Purchase Agreement and Warrant Agreement. Per the terms of the Agreements, the Company was tendered the full $1,400,0000, which is open with right of redemption at 10% interest per annum until September 9th, 2024. Should the holder prefer to have its debt converted, the conversion rate shall be based on the 30-day VWAP from 8/20/21 to 9/20/21, which is $3.2431.
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We will require additional financing to implement our business plan, which may include joint venture projects and debt or equity financings. The nature of this enterprise and constraint of positive cash flow places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable profits and losses can be demonstrated. Therefore, any debt financing of our activities may be costly and result in substantial dilution to our stockholders.
Future financing through equity investments is likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.
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Our ability to obtain needed financing may be impaired by such factors as the capital markets, both generally and specifically in the nutraceutical industry, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenue from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.
There is no assurance that we will be able to obtain financing on terms satisfactory to us, or at all. We do not have any arrangements in place for any future financing. If we are unable to secure additional funding, we may cease or suspend operations. We have no plans, arrangements or contingencies in place in the event that we cease operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
No report required.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2022. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the six-month period ended June 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
21
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In December 2018, PSIQ Inc. filed a lawsuit against the Company alleging non-payment of a combined loan in the amount of $150,000. The Company has answered this suit and has objected to the legality of the interest charged. It is the position of the Company that the plaintiff’s interest charges are usurious and thus invalid as a matter of law. This matter is still in litigation with no trial date yet set.
On August 6, 2019, Ray Carter, the former CEO ~~prior to~~of Stemtech International, Inc., the former parent company of the Company’s ~~Bankruptcy,~~subsidiaries acquired out of the bankruptcy of Stemtech International, Inc., filed a lawsuit against the Company’s subsidiary Stemtech HealthSciences, alleging unpaid salary and vacation time dating to a period predating the Company’s current management team taking control in 2018. Mr. Carter’s claim is in the amount of $267,000. The Company has counter-sued Ray Carter personally and deems this matter non-meritorious. At the same time, the Company has accrued $267,000 in the accompanying financial statements as of ~~June~~September 30, 2022 and December 31, 2021.
19
On August 30, 2019, the former CFO, filed a lawsuit against the Company’s subsidiary Stemtech HealthSciences for non-payment for unpaid vacation relating to a period prior to the new management team taking control in 2018. This matter is now settled, and the parties ~~are adhering~~agreed to a payment plan with ~~a current balance due of $9,800 to be paid through~~the final payment having been made in August, 2022.

On March 4, 2020, Canon Financial Services, Inc., filed a lawsuit against the company in a dispute over office machine leases relating to a period prior to the new management team taking control in 2018. The Company settled this matter with Canon Financial Services out of Court for $10,664 in May 2021, and is making installment payments until paid off in May ~~2023~~2023.
Item 1A. Risk Factors
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 2. Recent Sale of Unregistered Securities
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
22
Item 6. Exhibits
Exhibit 31.1* Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
Exhibit 31.2* Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
Exhibit 32.1** Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2** Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*** Inline XBRL Instance Document
101.SCH*** Inline XBRL Taxonomy Extension Schema Document
101.CAL*** Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*** Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*** Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*** Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
__________________
* Filed herewith.
** Furnished herewith.
~~***~~ XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
20
23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Stemtech Corporation
Date: ~~August 22,~~November 23, 2022 By: /s/ Charles Arnold
Charles Arnold
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: ~~August 22,~~November 23, 2022 By: /s/James Cardwell
James Cardwell
Title:
Chief Financial Officer
(Principal Financial Officer)
21 24

	September 30, 2022			December 31, 2021
ASSETS

CURRENT ASSETS:
Cash	$	123,086		$	828,206
Accounts receivable, net		39,754			10,720
Inventory, net		181,797			436,405
Prepaid expenses and other current assets		255,056			324,708
TOTAL CURRENT ASSETS		599,693			1,600,039

Property and equipment, net		30,703			33,168
Intangible assets, net		3,096,761			3,406,714
Long term deposits		28,416			38,692
Operating lease right-of-use assets - net		127,713			174,100
Goodwill		467,409			467,409
TOTAL ASSETS	$	4,350,695		$	5,720,122

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	3,868,164		$	4,050,798
Operating lease liabilities - current		62,018			55,745
Notes payable, net of discount		1,391,506			1,055,910
Financing Arrangement		239,986			–
Derivative liability		3,433,405			4,224,585
TOTAL CURRENT LIABILITIES		8,995,079			9,387,038

Notes payable - Long term		–			219,465
Operating lease liabilities - noncurrent		71,552			119,065
TOTAL LIABILITIES		9,066,631			9,725,568

COMMITMENTS AND CONTINGENCIES (Note 10)		–			–

STOCKHOLDERS' EQUITY
Common stock - $0.01 par value; 200,000,000 shares authorized; 48,625,347 and 44,685,673 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		48,626			44,685
Additional paid in capital		17,736,628			10,116,296
Accumulated other comprehensive loss		(673,922	)		(430,255	)
Accumulated deficit		(21,112,380	)		(13,086,318	)
Stemtech Corporation shareholders’ deficit		(4,001,048	)		(3,355,592	)
Non-controlling interest in subsidiaries		(714,888	)		(649,854	)
TOTAL STOCKHOLDERS’ EQUITY		(4,715,936	)		(4,005,446	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,350,695		$	5,720,122


	June 30, 2022			December 31, 2021
ASSETS
Current assets:
Cash	$	399,729		$	828,206
Accounts receivable, net		24,072			10,720
Inventory, net (Note 2)		201,127			436,405
Prepaid expenses and other current assets		220,517			324,708
Total current assets		845,445			1,600,039

Non-current assets:
Furniture and fixtures, net		30,667			33,168
Intangible assets, net		3,199,521			3,406,714
Goodwill		467,409			467,409
Operating lease right-of-use assets – net		146,847			174,100
Long term deposits		29,027			38,692
Total other assets		3,873,471			4,120,083
Total assets	$	4,718,916		$	5,720,122

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable and accrued expenses	$	3,865,725		$	4,050,798
Notes payable, net of discount (Note 3)		1,569,299			1,055,910
Factoring liability (Note 5)		217,907			-
Operating lease liabilities - current		65,359			55,745
Derivative liabilities (Note 4)		27,612,689			4,224,585
Total current liabilities		33,330,979			9,387,038

Non-current liabilities:
Notes payable - noncurrent (Note 3)		77,642			219,465
Operating lease liabilities - noncurrent		82,617			119,065
Total non-current liabilities		160,259			338,530
Total liabilities		33,491,238			9,725,568
Commitments and contingencies (Note 10)		-			-
Stockholders’ deficit
Common stock, $0.001 par value: 200,000,000 shares authorized; 44,795,673 and 44,685,673 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		44,795			44,685
Additional paid in capital		10,663,909			10,116,296
Accumulated other comprehensive loss		(267,548	)		(430,255	)
Accumulated deficit		(38,529,297	)		(13,086,318	)
Stemtech Corporation shareholders’ deficit		(28,088,141	)		(3,355,592	)
Non-controlling interest in subsidiaries		(684,181	)		(649,854	)
Total stockholders’ deficit		(28,772,322	)		(4,005,446	)
Total liabilities and stockholders’ deficit	$	4,718,916		$	5,720,122


	For The Three Months Ending						For The Nine Months Ending
	September 30,						September 30,
	2022			2021			2022			2021

NET SALES	$	1,047,030		$	907,854		$	3,479,762		$	3,008,727

COST OF GOODS SOLD:
Cost of goods sold		160,509			126,980			789,566			575,740
Freight-in		20,090			(548	)		46,843			–
TOTAL COST OF GOODS SOLD		180,599			126,432			836,409			575,740

GROSS PROFIT		866,431			781,422			2,643,353			2,432,987

OPERATING EXPENSES:
Commissions		306,293			133,492			761,345			375,074
Selling and marketing		120,434			93,316			400,018			304,276
General and administrative		3,822,131			1,290,374			6,073,133			3,142,700
TOTAL OPERATING EXPENSES		4,248,858			1,517,182			7,234,496			3,822,050

OPERATING LOSS		(3,382,427	)		(735,760	)		(4,591,143	)		(1,389,063	)

OTHER INCOME (EXPENSE):
Change in fair value of derivative liability		18,229,091			2,710,228			(4,112,025	)		2,710,228
Gain on forgiveness of PPP Loan		126,525			–			250,825			–
Interest expense		(1,833,911	)		(7,322,599	)		(3,004,928	)		(7,545,189	)
Other income and expenses, net		9,284			28,479			7,333			(38,930	)
Gain on extinguishment of debt		4,237,648			–			3,358,842			–
TOTAL OTHER INCOME (EXPENSE)		20,768,637			(4,583,892	)		(3,499,953	)		(4,873,891	)

INCOME (LOSS) BEFORE INCOME TAXES		17,386,210			(5,319,652	)		(8,091,096	)		(6,262,954	)

PROVISION FOR INCOME TAXES		–			–			–			–

NET INCOME (LOSS)	$	17,386,210		$	(5,319,652	)	$	(8,091,096	)	$	(6,262,954	)

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(30,707	)		(10,262	)		(65,034	)		(24,997	)

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS	$	17,416,917		$	(5,309,390	)	$	(8,026,062	)	$	(6,237,957	)

Net loss per common share
Basic	$	0.38		$	(0.28	)	$	(0.18	)	$	(0.47	)
Diluted	$	0.38		$	(0.28	)	$	(0.18	)	$	(0.47	)

Shares used to compute loss per share
Basic	$	45,588,294		$	19,103,079		$	44,983,240		$	13,259,899
Diluted	$	45,588,294		$	19,103,079		$	44,983,240		$	13,259,899

Comprehensive loss
Net loss	$	17,416,917		$	(5,309,390	)	$	(8,026,062	)	$	(6,237,957	)
Change in foreign currency translation adjustments		(406,374	)		(477,992	)		(243,667	)		(274,509	)
Comprehensive loss available to common stockholders	$	17,010,543		$	(5,787,382	)	$	(8,269,729	)	$	(6,512,466	)


	For the three-months ending June 30,						For the six-months ending June 30,
	2022			2021			2022			2021

NET SALES	$	1,276,424		$	1,025,112		$	2,432,732		$	2,100,873

Cost of goods sold		382,831			268,878			629,057			448,760
Freight-in		10,382			285			26,753			548
TOTAL COST OF GOODS SOLD		393,213			269,163			655,810			449,308
GROSS PROFIT		883,211			755,949			1,776,922			1,651,565

COST OF OPERATIONS
Commissions		293,140			142,452			455,052			241,582
Selling and marketing		139,275			81,355			279,584			210,960
General and administrative		1,478,990			1,110,358			2,251,002			1,852,326
TOTAL OPERATING EXPENSES		1,911,405			1,334,165			2,985,638			2,304,868

LOSS FROM OPERATIONS		(1,028,194	)		(578,216	)		(1,208,716	)		(653,303	)

OTHER INCOME (EXPENSE):
Other expenses, net		(927	)		(62,647	)		(1,951	)		(67,409	)
Interest expense		(645,651	)		(132,360	)		(1,171,017	)		(222,590	)
Change in fair value of derivative liabilities		(22,538,626	)		-			(22,341,116	)		-
Loss on extinguishment of debt		(878,806	)		-			(878,806	)		-
Gain on forgiveness of PPP Loan		124,300			-			124,300			-
TOTAL OTHER EXPENSE		(23,939,710	)		(195,007	)		(24,268,590	)		(289,999	)

LOSS BEFORE INCOME TAXES		(24,967,904	)		(773,223	)		(25,477,306	)		(943,302	)

PROVISION FOR INCOME TAXES		-			-			-			-
NET LOSS	$	(24,967,904	)	$	(773,223	)	$	(25,477,306	)	$	(943,302	)

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(19,665	)		(10,658	)		(34,327	)		(14,735	)

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(24,948,239	)	$	(762,565	)	$	(25,442,979	)	$	(928,567	)

Net loss per common share
Basic	$	(0.56	)	$	(0.02	)	$	(0.57	)	$	(0.03	)
Diluted	$	(0.56	)	$	(0.02	)	$	(0.57	)	$	(0.03	)

Shares used to compute loss per share
Basic		44,712,562			35,684,022			44,699,117			35,311,381
Diluted		44,712,562			35,684,022			44,699,117			35,311,381

Comprehensive loss
Net loss	$	(24,948,239	)	$	(762,565	)	$	(25,442,979	)	$	(928,567	)
Change in foreign currency translation adjustments		367,960			466,980			162,707			203,483
Comprehensive loss available to common stockholders	$	(24,580,279	)	$	(295,585	)	$	(25,280,272	)	$	(725,084	)


	Common Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive						Non-controlling			Total Stockholders'
	Shares		Amount		Capital		Deficit			Income (Loss)			Sub total			Interest			Equity
Balance at December 31, 2020		540,000	$	540	$	102,366	$	(334,849	)	$	–		$	(231,943	)	$	–		$	(231,943	)
Stock based compensation		1,854,979		1,855		382,149		–			–			384,004			–			384,004
Shares issued for services		1,652,591		1,653		240,347		–			–			242,000			–			242,000
Stock issued as debt discount		154,173		154		462,365		–			–			462,519			–			462,519
Effect of reverse merger transaction with Stemtech Corporation		34,246,497		34,246		7,914,766		(5,674,006	)		(410,750	)		1,864,256			(616,208	)		1,248,048
Foreign currency translation adjustment		–		–		–		–			(274,509	)		(274,509	)		–			(274,509	)
Non-controlling interest		–		–		–		–			–			–			(24,997	)		(24,997	)
Net loss		–		–		–		(6,237,957	)		–			(6,237,957	)		–			(6,237,957	)
Balance at September 30, 2021		38,448,240	$	38,448	$	9,101,993	$	(12,246,812	)	$	(685,259	)	$	(3,791,630	)	$	(641,205	)	$	(4,432,835	)

Balance at June 30, 2021		540,000	$	540	$	153,542	$	(402,009	)	$	–		$	(247,927	)	$	–		$	(247,927	)
Stock based compensation		1,001,367		1,001		257,999		–			–			259,000			–			259,000
Stock issued as debt discount		154,173		154		462,364		–			–			462,518			–			462,518
Effect of reverse merger transaction with Stemtech Corporation		36,752,700		36,753		8,228,087		(6,535,413	)		(207,267	)		1,522,160			(630,943	)		891,218
Foreign currency translation adjustment		–		–		–		–			(477,992	)		(477,992	)		–			(477,992	)
Non-controlling interest		–		–		–		–			–			–			(10,262	)		(10,262	)
Net loss		–		–		–		(5,309,390	)		–			(5,309,390	)		–			(5,309,390	)
Balance at September 30, 2021		38,448,240	$	38,448	$	9,101,993	$	(12,246,812	)	$	(685,259	)	$	(3,791,630	)	$	(641,205	)	$	(4,432,835	)


											Accumulated
	Common Stock				Additional						Other						Non-			Total
	No. of Shares		Amount		Paid-in Capital			Accumulated Deficit			Comprehensive Income (Loss)			Sub total			controlling Interest			Stockholders’ Equity

Balance at March 31, 2021		35,213,304	$	35,211	$	8,330,275		$	(6,174,857	)	$	(674,247	)		1,516,382		$	(620,285	)		896,097
Stock based compensation		2,079,396		2,080		301,598			-			-			303,678			-			303,678
Foreign currency translation adjustment		-		-		-			-			466,980			466,980			-			466,980
Non-controlling interest		-		-		-			-			-			-			(10,658	)		(10,658	)
Net loss		-		-		-			(762,565	)		-			(762,565	)		-			(762,565	)
Balance at June 30, 2021	$	37,292,700	$	37,291	$	8,631,873		$	(6,937,422	)	$	(207,267	)	$	1,524,475		$	(630,943	)	$	893,532

Balance at December 31, 2020		34,246,498	$	34,246	$	8,269,563		$	(6,008,855	)	$	(410,750	)	$	1,884,204		$	(616,208	)	$	1,267,996
Effect of recapitalization		540,000		539		(539	)		-			-			-			-			-
Stock based compensation		2,506,202		2,506		362,849			-			-			365,355			-			365,355
Foreign currency translation adjustment		-		-		-			-			203,483			203,483			-			203,483
Non-controlling interest		-		-		-			-			-			-			(14,735	)		(14,735	)
Net loss		-		-		-			(928,567	)		-			(928,567	)		-			(928,567	)
Balance at June 30, 2021	$	37,292,700	$	37,291	$	8,631,873		$	(6,937,422	)	$	(207,267	)	$	1,524,475		$	(630,943	)	$	893,532

Balance at March 31, 2022		44,685,673	$	44,685	$	10,224,556		$	(13,581,058	)	$	(635,508	)		(3,947,325	)	$	(664,516	)	$	(4,611,841	)
Stock based compensation		-		-		109,463			-			-			109,463			-			109,463
Stock issued for services		10,000		10		29,990			-			-			30,000			-			30,000
Stock issued for loan extension		100,000		100		299,900			-			-			300,000			-			300,000
Foreign currency translation adjustment		-		-		-			-			367,960			367,960			-			367,960
Non-controlling interest		-		-		-			-			-			-			(19,665	)		(19,665	)
Net loss		-		-		-			(24,948,239	)		-			(24,948,239	)		-			(24,948,239	)
Balance at June 30, 2022		44,795,673	$	44,795	$	10,663,909		$	(38,529,297	)	$	(267,548	)	$	(28,088,141	)	$	(684,181	)	$	(28,772,322	)


Balance at December 31, 2021		44,685,673	$	44,685	$	10,116,296		$	(13,086,318	)	$	(430,255	)	$	(3,355,592	)	$	(649,854	)	$	(4,005,446	)
Beginning balance, value		44,685,673	$	44,685	$	10,116,296		$	(13,086,318	)	$	(430,255	)	$	(3,355,592	)	$	(649,854	)	$	(4,005,446	)
Stock based compensation		-		-		217,723			-			-			217,723			-			217,723
Stock issued for services		10,000		10		29,990			-			-			30,000			-			30,000
Stock issued for loan extension		100,000		100		299,900			-			-			300,000			-			300,000
Foreign currency translation adjustment		-		-		-			-			162,707			162,707			-			162,707
Non-controlling interest		-		-		-			-			-			-			(34,327	)		(34,327	)
Net loss		-		-		-			(25,442,979	)		-			(25,442,979	)		-			(25,442,979	)
Balance at June 30, 2022		44,795,673	$	44,795	$	10,663,909		$	(38,529,297	)	$	(267,548	)	$	(28,088,141	)	$	(684,181	)	$	(28,772,322	)
Ending balance, value		44,795,673	$	44,795	$	10,663,909		$	(38,529,297)	)	$	(267,548)	)	$	(28,088,141)	)	$	(684,181	)	$	(28,772,322	)


	For the Nine Months Ending September 30,
	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(8,091,096	)	$	(6,262,954	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		330,169			325,108
Amortization of right of use asset		46,388			3,366
Stock compensation expense		328,388			626,004
Stock issued for services		2,836,111			–
Amortization of debt discount		2,400,670			138,897
Change in fair value of derivative liabilities		4,112,025			(2,710,228	)
Non-cash interest expense from issuance on debt (derivative)		–			7,179,831
Gain on forgiveness of PPP Loan		(250,825	)		–
Gain on extinguishment of debt		(3,358,842	)		–
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		(29,034	)		13,686
Inventory		254,608			39,897
Prepaid expenses and other current assets		69,652			(42,092	)
Accounts payable and accrued expenses		406,600			256,194
Accrued payroll		–			1,109
Long term deposits		10,276			(25,169	)
Operating lease liabilities		(41,240	)		(2,380	)
Other liabilities		–			93,908
Net cash used in operating activities		(976,150	)		(364,823	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		341,939			2,638,615
Repayment of note payable		(67,228	)		(534,898	)
Cash received in recapitalization transaction		–			693
Net proceeds from financing arrangement		239,986			–
Net cash provided by financing activities		514,697			2,104,410

Effects of currency translation on cash		(243,667	)		(274,509	)

Net increase (decrease) in cash		(705,120	)		1,465,078

Cash, beginning of period		828,206			133,065

Cash, end of period	$	123,086		$	1,598,143

Supplemental Disclosure of Cash Flow Information
Recognition of right of use asset - operating lease	$	53,463		$	–
Shares issued as debt discount	$	–		$	462,519


	For The Six Months Ending June 30,
	2022			2021

OPERATING ACTIVITIES
Net loss	$	(25,477,306	)	$	(943,302	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		216,717			223,986
Stock compensation expense		217,723			367,004
Stock issued to vendor for services		30,000			-
Amortization of debt discount		1,028,375			-
Amortization of right of use asset		27,253			22,928
Change in fair value of derivative liabilities		22,341,116			-
Loss on extinguishment of debt		878,806			-
Gain on forgiveness of PPP Loan		(124,300	)		-
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		(13,352	)		13,320
Inventory		235,278			(21,378	)
Prepaid expenses and other current assets		104,191			(56,707	)
Accounts payable and accrued expenses		(192,096	)		119,499
Long term deposits		9,665			(49,833	)
Operating lease liabilities		(26,834	)		(22,307	)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(744,764	)		(346,790	)

FINANCING ACTIVITIES
Proceeds from factoring liability		241,000			176,245
Return of principal		88,215			-
Repayment of note payable and factoring liability		(175,635	)		(58,664	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		153,580			117,581

Effects of currency translation on cash		162,707			203,483

Net increase (decrease) in cash		(428,477	)		(25,726	)
Cash, beginning of period		828,206			133,065
Cash, end of period	$	399,729		$	107,339

Supplemental Disclosure of Cash Flow Information
Recognition of right of use asset - operating lease	$	53,463		$	-

1.	~~Stemtech HealthSciences Corp (U.S.A.) (“Stemtech HealthSciences”)~~
2.	~~Stemtech Canada, Inc. (Canada)~~
3.	~~Stemtech Health Sciences S. de R.L. de C.V. (“Mexico”)~~
4.	~~Stemtech Services SARL de C.V. (Mexico) (“Stemtech Mexico”)~~
5.	~~Stemtech Malaysia Holdings Sdn. Bhd. (“Malaysia”)~~
6.	~~Stemtech Malaysia Sdn. Bhd. (“Malaysia”)~~
7.	~~Stemtech Taiwan Holding, Inc. (“U.S.A.”)~~
8. 9.	~~Tecrecel S.A. (“Ecuador”)~~ ~~Food & Health Tech Foodhealth SA (“Ecuador”)~~

Schedule of inventory
	September 30,		December 31,
	2022		2021
Finished goods	$	148,317	$	249,659
Raw materials		33,480		186,746
Total Inventory	$	181,797	$	436,405

	June 30,		December 31,
	2022		2021
Finished goods	$	119,771	$	249,659
Raw materials		81,356		186,746
Total Inventory	$	201,127	$	436,405

Schedule of Notes Payable
	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Secured Royalty Participation Agreements (1)	$	150,000	$	150,000	$	150,000	$	150,000
Vehicle and equipment loans (2)		16,503		18,123		13,603		18,123
Notes payable (3) (6)		285,000		285,000		285,000		285,000
Convertible notes payable, net of discount (4)		1,062,980		602,787		942,903		602,787
SBA loans (5)		132,458		219,465		–		219,465
Total notes payable, net of discount	$	1,646,941	$	1,275,375	$	1,391,506	$	1,275,375

(1)	During June 2018, the Company entered into two (2) Secured Royalty Participation Agreements with Profile Solutions, Inc. (“PSI”) in exchange for working capital loans totaling $~~150,000~~$150,000 ($100,000 on June 15, 2018 and $~~50,000~~$50,000 on June 22, 2018). The loan amounts were due in June of 2019, plus an IRR of 18%18%. In consideration of these loan obligations, The Company agreed to pay a monthly royalty for 12 months being the greater of: x) 10%10% of the loan amount or y) ~~1.5~~%1.5% of the monthly gross revenues. PSI claims that these loans are in default, but the Company contends the loans reflected the terms of these agreements were usurious and contends that the loans are not legally enforceable obligations.

(2)	In 2019, Malaysia borrowed $27,295 to purchase a car. The note accrues interest at 4.42% and matures in 5 years with a balance due of $~~16,503~~13,603 and $18,123 as of ~~June~~September 30, 2022 and December 31, 2021, respectfully.

(3)	In 2019, the Company entered into various promissory notes with lenders in the aggregate principal balance of $375,000, net of discount. The effective interest rates of the notes are 10%10% and mature within one year. In addition, the Company issued 45,000 shares of common stock in the aggregate for the commitment of resulting in a charge of $22,500 to debt discount. In 2020, the Company entered into various promissory notes with lenders in the aggregate principal balance of $225,000 with effective interest rates between 8%8% and 10%10% per annum. Each of these notes were extended until January 1, 2023. The outstanding balance of these notes and the notes issued in 2019 was $275,000 both as of ~~June~~September 30, 2022 and December 31, ~~2021.~~2021 plus $68,235 in accrued interest.

(4)	During the year ended December 31, 2021, the Company issued an aggregate of $2,423,738of convertible promissory notes to investors. The notes have maturity dates between nine months and three years and have interest rates between 8%8% and 12%12% per annum. The Company also issued 154,173shares of common stock and granted warrants to purchase 2,400,000shares of common stock ~~at $3.00~~ with exercise prices ranging between $2.685 and $3.00 per share. The value of the common stock and warrants were recorded as a discount of the note at fair value. The balance of the notes, net of discount, as of ~~June~~September 30, 2022 and December 31, 2021 was $~~1,062,980~~942,903 and $602,787, respectively plus accrued interest of $367,417.
	During the second quarter of 2022, one of the ~~nine month~~nine-month notes was extended for an additional 60 ~~days.~~days, until August 1, 2022. As consideration for the ~~60 day~~60-day extension, the Company agreed to pay 100,000shares of common stock to the note holder, reduce the conversion price of the note, and reprice the associated warrants from $3 $3.00 per share to $1 $1.00 per share. The new conversion price shall be equal to the lower of (i) 50% of the lowest volume weighted average prices for Common Stock as reported at the close of trading on the market reporting trade prices for the Common Stock during the 30 trading days ending on, and including, the date of the notice of conversion and (ii) Closing Price on the Closing Date, not to exceed $2.25. On August 18, 2022, the note was further extended to September 30, 2022, in exchange for 200,000 shares of common stock. During the quarter ended September 30, 2022, $~~2.25~~471,333 of principal and $16,666 of accrued interest was converted into 1,605,660 common shares leaving a balance of $39,304 as of September 30, 2022. On July 13, 2022, one of the notes was extended to September 1, 2022 in exchange for 183,780 warrants to purchase common stock at $3.00 per share, 75,512 shares of common stock and the principal amount of the note was increased by $70,833. On September 8, 2022, the note was further extended to May 26, 2023 and the interest rate increased from 10% to 18% per annum. The Company recognized $252,429 loss on extinguishment from the amendment of the note. On September 16, 2022, $141,007 of principal and $7,743 of accrued interest was converted into 329,670 shares of common stock. The balance of the note on September 30, 2022 was $386,632. In August 2022 and September 2022, the Company issued an aggregate of $200,000 of convertible notes payable net of discount, in various tranches. The notes accrue interest ranging between 10% and prime plus 8% per annum and mature nine months from the individual tranches. In addition, the lenders received 47,693 warrants with an exercise price of the lowest of $2.685 or 65% of lowest traded price in preceding 30 days and 40,880 warrants with an exercise price of lowest of $2.685 or 50% of VWAP for the preceding 30 days, with all warrants having an expiry of 5 years from the date of issuance.

(5)	During the year ended December 31, 2021, the Company was granted loans (the “PPP Loans”) from the Small Business Administration in the aggregate amount of $250,535, pursuant to the and Paycheck Protection Program (the “PPP”) under Division A, Title I of the Coronavirus Aid, Relief, and Economic Securities (“CARES”) Act, which was enacted March 27, 2020. The PPP Loans, which was in the form of a note that was granted in May 2020 and April 2021, matures in two years and accrues interest at a rate of ~~1.00~~%1.00% per annum, payable in monthly payments commencing six months after loan disbursement. The note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Under the terms of the PPP, certain amounts of the PPP Loans may be forgiven if they are used for qualifying expenses as described in the CARES Act. On May 11, 2022, the SBA granted forgiveness of one of the outstanding PPP loans for $124,300. On July 15, 2022, the SBA forgave the other PPP loan for $124,372. As of ~~June~~September 30, 2022 and December 31, 2021, the balance of the PPP Loans was $~~132,458~~0 and $219,465, respectfully. ~~On July 15, 2022, the SBA forgave the other PPP loan for $124,372~~.

(6)	On October 20, 2021, The Company issued two promissory notes to investors for a total of $~~10,000~~.$10,000. The notes mature in one year and have interest rates of ~~8.5~~%8.5% per annum. The balance of these notes was $10,000 as of ~~June~~September 30, 2022 and December 31, ~~2021.~~2021 plus accrued interest. Both notes have been extended until January 1, 2023.

Schedule of Derivative Liabilities
	Derivative Liability - Convertible Notes			Derivative Liability - Warrants		Total			Derivative Liability - Convertible Notes			Derivative Liability - Warrants			Total
Balance as of December 31, 2021	$	1,252,397		$	2,972,188	$	4,224,585		$	1,252,397		$	2,972,188		$	4,224,585
Change due to issuances										2,934,386			1,952,023			4,886,409
Change due to redemptions		(305,944	)		-		(305,944	)		(2,543,413	)		(7,246,201	)		(9,789,614	)
Change due to issuances		530,040			822,892		1,352,932
Change in fair value		988,040			21,353,076		22,341,116			(63,207	)		4,175,232			4,112,025
Balance as of June 30, 2022	$	2,464,533		$	25,148,156	$	27,612,689
Balance as of September 30, 2022									$	1,580,163		$	1,853,242		$	3,433,405

Schedule of assumptions
Stock price	$	~~3.00~~0.655 –~~5.00~~10.85
Contractual term (in years)			~~0.08~~0.00 – ~~2.29~~5.00
Volatility (annual)		~~61.2~~49.8% - 79.5	%
Risk-free rate		~~1.81~~1.36% - ~~2.49~~3.85	%

Schedule of assumptions
Stock price	$	1.77 – 3.99
Contractual term (in years)		0.58 – 3.00
Volatility (annual)		48.8% - 61.3	%
Risk-free rate		0.19% - 0.47	%

	●	Sections 14A(a) and (b) of the Exchange Act, which require companies to hold stockholder advisory votes on executive compensation and golden parachute compensation;
	●	The requirement to provide, in any registration statement, periodic report or other report to be filed with the Securities and Exchange Commission, or the “Commission” or “SEC”, certain modified executive compensation disclosure under Item 402 of Regulation S-K or selected financial data under Item 301 of Regulation S-K for any period before the earliest audited period presented in our initial registration statement;
	●	Compliance with new or revised accounting standards until those standards are applicable to private companies;

	●	The requirement under Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, to provide auditor attestation of our internal controls and procedures; and
	●	Any Public Company Accounting Oversight Board, or “PCAOB”, rules regarding mandatory audit firm rotation or an expanded auditor report, and any other PCAOB rules subsequently adopted unless the Commission determines the new rules are necessary for protecting the public.

Exhibit 31.1*		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

Exhibit 31.2*		Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

Exhibit 32.1**		Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2**		Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS***		Inline XBRL Instance Document

101.SCH***		Inline XBRL Taxonomy Extension Schema Document

101.CAL***		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF***		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB***		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE***		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith.

**	Furnished herewith.

~~***~~	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

	Stemtech Corporation

Date: ~~August 22,~~November 23, 2022	By:	/s/ Charles Arnold
		Charles Arnold
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: ~~August 22,~~November 23, 2022	By:	/s/James Cardwell
		James Cardwell
	Title:	Chief Financial Officer (Principal Financial Officer)