UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2023~~2024

☐ 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

(IRS. Employer

Identification No.)

4851 Tamiami Trail North, Suite 200

Naples, FL 34103

www.stemtech.com

(Address of principal executive offices)

(954) 715-6000

Registrant’s telephone number, including area code

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

Title of each class		Name of each exchange on which registered
None		N/A

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

Common Shares - $0.001 par value

(Title of Class)

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 shorter period that the registrant as 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 every Interactive Data File required to be submitted 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 such files). Yes ☐ No ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

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 definition 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	☒
		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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of the last business day of the registrants most recently completed second fiscal quarter, based on the price at which the common equity was last sold on the OTC Markets on June 30, ~~2022~~2024 was approximately $15,~~683~~645,~~169~~051. For purposes of this computation only, all officers, directors and 5% or greater stockholders of the registrant are deemed to be “affiliates.”

As of ~~July~~June 1030, ~~2024~~ 2025, the registrant had ~~116~~142,~~769~~443,~~707~~444 shares of common stock with par value $0.001 issued and outstanding.

TABLE OF CONTENTS

Part 1
Part I
Item 1	Description of Business	1
Item 1A	Risk Factors	1
Item 1B	Unresolved Staff Comments	1
Item 1C	Cybersecurity	2
Item 2	Properties	2
Item 3	Legal Proceedings	2
Item 4	Mine Safety Disclosures	2
Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3
Item 6	[Reserved]	4
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	98
Item 8	Financial Statements and Supplementary Data	108
Item 9	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	119
Item 9A (T)	Controls and Procedures	119
Item 9B	Other Information	1210
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	10
PART III
Item 10	Directors, Executive Officers, and Corporate Governance	1311
Item 11	Executive Compensation	1614
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1715
Item 13	Certain Relationships, Related Transactions and Director Independence	1816
Item 14	Principal Accountant Fees and Services	1816
PART IV
Item 15	Exhibits and Financial Statement Schedules	1917

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~This~~Some ~~annual~~of ~~report~~the ~~contains forward-looking~~ statements~~. These~~ ~~statements~~contained ~~relate~~in tothis ~~future events or our future financial performance. These statements often can be identified by the use of terms~~annual ~~such~~report ~~as “~~may,” ~~“will,”~~constitute “~~expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such~~ forward-looking statements” befor ~~subject to~~purposes of the ~~safe~~federal ~~harbors~~securities ~~for such statements~~laws. WeOur ~~wish to caution readers not to place undue reliance on any such~~ forward-looking statements, ~~which~~include, ~~speak~~but ~~only~~are asnot oflimited ~~the~~to, ~~date~~statements ~~made.~~regarding ~~Any~~our ~~forward-looking~~or ~~statements~~our ~~represent~~ management team’s ~~best~~expectations, ~~judgment~~hopes, asbeliefs, tointentions ~~what~~or ~~may occur in~~strategies regarding the future. ~~However~~In addition, ~~forward-looking~~any statements ~~are~~that ~~subject~~refer to ~~risks~~projections, ~~uncertainties~~forecasts ~~and~~or ~~important~~other ~~factors~~characterizations ~~beyond~~of ~~our~~future ~~control~~events ~~that could~~or ~~cause~~circumstances, ~~actual~~including ~~results~~any ~~and~~underlying ~~events~~assumptions, toare ~~differ~~forward-looking ~~materially~~statements. ~~from~~The ~~historical~~words ~~results~~“anticipate,” of“believe,” “continue,” ~~operations~~“could,” ~~and~~“estimate,” ~~events~~“expect,” ~~and~~“intend,” ~~those~~“may,” ~~presently anticipated~~“might,” or“plan,” ~~projected.~~“possible,” We“potential,” ~~disclaim~~“predict,” ~~any~~“project,” ~~obligation~~“should,” “would” ~~subsequently~~and tosimilar ~~revise~~expressions ~~any~~may identify forward-looking statements, tobut ~~reflect events or circumstances after~~ the ~~date~~absence of ~~such~~these ~~statement~~words ordoes tonot ~~reflect~~mean ~~the~~that a ~~occurrence~~statement ofis ~~anticipated~~not ~~or unanticipated events~~forward-looking.

~~All~~The ~~dollar~~forward-looking ~~amounts~~statements ~~refer~~contained toin USthis annual ~~dollars~~report ~~unless~~are based on our current expectations and beliefs concerning future developments and their potential effects on us. There ~~otherwise~~can ~~indicated~~be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

	·	The implementation of our strategic plans for our business;
	·	Our financial performance;
	·	Developments relating to our competitors and our industry, including the impact of government regulation;
	·	Estimates of our expenses, future revenues, capital requirements and our needs for additional financing; and
	·	Other risks and uncertainties, including those listed under the captions “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. All dollar amounts refer to US dollars unless otherwise indicated.

PART I

Item 1: Description of Business

Stemtech Corporation and its Subsidiaries (collectively, the “Company”, or “Stemtech”) was incorporated in the State of Nevada, USA on September 4, 2009 under the name Globe Net Wireless Corp. with ticker symbol “GNTW”. Our corporate name was changed to Stemtech Corporation in the state of Nevada.in August 2021. We were listed on the OTCQB market under symbol “STEK” in April 2021. 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® and OraStem® (Oral Health Care). Stemtech also introduced a new skincare product in December 2022: Cellect One® Rapid Renew Stem Cell Peptide Night Cream. In January 2025, The Company introduced Cellect One® Shield HOCL – (Hypochlorous Acid) skin care product.

On August 19, 2021, Stemtech Corporation (“Stemtech”), a (Delaware corporation), entered into a Merger Agreement (the “Merger Agreement”) with Globe Net Wireless Corp. (“Globe Net” or “GNTW”). The merger is accounted for as a reverse acquisition and recapitalization in accordance with the Accounting Standards Codification topic 805, Business Combinations (“ASC 805”). 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 to December.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s ~~consolidated~~ consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the 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 thirteen (1213) subsidiaries:

1. Stemtech HealthSciences Corp (U.S.A.) (“Stemtech HealthSciences”) 2. Stemtech IP Holdings, LLC (U.S.A.) 3. Stemtech Canada, Inc. (“Canada”) 34. Stemtech Health Sciences S. de R.L. de C.V. (“Mexico”) 45. Stemtech Services SARL de C.V. (Mexico) (“Stemtech Mexico”) 56. Tecrecel Mexico SA de CV (“TME”) 7. Stemtech Malaysia Holdings Sdn. Bhd. (“Malaysia Holdings”) 68. Stemtech Malaysia Sdn. Bhd. (“Malaysia”) 79. Stemtech Taiwan Holding, Inc. (“Taiwan”) 810. Stemtech Taiwan Branch 911. Tecrecel S.A. (“Ecuador”) 1012. Food & Health Tech Foodhealth SA (“FHT Ecuador”) 1113. Life Factor Research (“LFR”) ~~– 100% 12. Stemtech IP Holdings, LLC~~

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 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

~~We recognize~~Risk the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We currently have security measures in place to protect our clients, customers, employees,‌ and vendor information and prevent data loss and other security breaches. We also only use third party software for accounting, billing and payroll that have successful SOC 1 type 2 compliance. Both management and the Board are actively involved in the continuous assessment of risks from cybersecurity threats, including prevention, mitigation, detection, and remediation of cybersecurity incidents.Management

We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We currently have security measures in place to protect our clients, customers, employees, and vendor information and prevent data loss and other security breaches. We also only use third party software for accounting, billing and payroll that have successful SOC 1 type 2 compliance. Both management and the Board are actively involved in the continuous assessment of risks from cybersecurity threats, including prevention, mitigation, detection, and remediation of cybersecurity incidents.

Our current cybersecurity risk assessment program consists of an annual review of our risks and policies. The program outlines governance, policies and procedures, and technology we use to oversee and identify risks from cybersecurity threats.

Our President & COO and CEO are responsible for overseeing our business operations and are responsible for day-to-day assessment and management of risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents. We also use the services of an outside consulting firm to monitor activity and advise the company of cybersecurity protocols.

We routinely undertake activities to prevent, detect, and minimize the effects of cybersecurity incidents, including an annual risk review, policy reviews and revisions. In addition, we maintain business continuity, contingency, and recovery plans for use in the event of a cybersecurity incident by the administering of local and cloud based back up of files. and emails.

We engaged and used the advice of a third-party consultant to help us assess and identify risks from cybersecurity threats, including the threat of a cybersecurity incident, and manage our risk assessment program. Among other things, these providers have recommended periodic evaluations of the work stations.

We have multiple controls in place in order to prevent breaches, some of these controls include:

	a.	FMA/2FA, this is our first AND most important first line of defense, no one should have MFA bypassed or disabled, with no exceptions.
	b.	Email Banner for external emails. This banner assists us to identify any phishing / impersonation email and cannot be bypassed.
	c.	Conditional Access Policy (CAP): Rejects connections to Exchange Online from un-authorized countries. We are further enhancing this control by implementing ACL's (access lists) in our CRM and ERP systems and any other mission critical platform. ALL platforms should have MFA enforced, any platform not supporting MFA in 2024 is deemed high-risk and immediately replaced as it is obsolete and poses high-risk to the Company.

As of the date of this report, no cybersecurity incident (or aggregation of incidents) or cybersecurity threat has materially affected our results of operations or financial condition. However, an actual or perceived breach of our security could damage our reputation and cause existing Independent Business Partners (IBPs or distributors) / customers to discontinue, as well as prevent us from attracting new clients / customers. and / or subject us to third-party lawsuits, regulatory fines or other actions or liabilities, any of which could adversely affect our business, operating results or financial condition. We currently do not carry a cyber liability insurance policy, but are evaluating whether to acquire one to mitigate any financial impact of a cybersecurity breach.

Item 2. Properties.

OnNot ~~August 16, 2021, the Company extended its office space lease with Sunbeam Properties Inc~~Applicable. to rent approximately 5,003 square feet of space in Miramar, Florida. The Company pays $9,027 per month in rent until the end of the extended lease September 30, 2024. Stemtech has sublet the space to a tenant who pays Stemtech $9,097 to occupy the space. The Company incurred lease expense for its operating leases of $73,309 and $85,629 for the years ended December 31, 2023 and 2022, respectively.

Item 3. Legal Proceedings.

On August 6, 2019, ~~Ray Carter,~~ the former CEO (prior to the Company’s ~~Bankruptcy,~~bankruptcy proceedings) filed a lawsuit against the Company’s subsidiary ~~Stemtech~~, Stemtech HealthSciences Corp., alleging unpaid salary and vacation ~~time~~pay ~~dating~~related to a period ~~predating~~prior to the ~~Company’s~~ current management team ~~taking~~ assuming control in 2018. ~~Mr.~~The ~~Carter’s~~total claim is infor ~~the~~approximately ~~amount of~~ $267,000. The Company has ~~counter-sued~~filed ~~Ray~~a ~~Carter~~counterclaim ~~personally and~~against ~~deems this matter non-meritorious. At~~ the ~~same~~former ~~time,~~CEO ~~the Company has accrued $267,000 which is included in accounts payable~~ and ~~accrued~~ ~~liabilities in the consolidated balance sheets at December 31, 2023 and 2022. Mr. Carter’s request for Summary~~considers ~~Judgment~~his ~~was~~claims ~~dismissed~~to bybe ~~the~~without ~~Court on March 3, 2023~~merit.

~~Item~~As 4of December 31, 2024 and 2023, the Company has accrued $267,000 related to this matter, which is included in accounts payable and accrued liabilities in the consolidated balance sheets. ~~Mine~~The ~~Safety~~Court ~~Disclosures~~dismissed the former CEO’s request for summary judgment on March 3, 2023; however, the litigation remains ongoing.

~~Not~~Item ~~Applicable~~4. Mine Safety Disclosures.

2Not Applicable.

~~PART II~~2

~~Item~~PART ~~5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~II

Stemtech’s common shares have been quoted on the NASD OTC Bulletin Board under the symbol “STEK” since April 13, 2022. The table below gives the high -and -low -bid ~~information~~ information for each fiscal quarter of trading for the last two fiscal years. The bid information was obtained from Pink OTC Markets Inc. and reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

The closing share prices presented below represent prices between broker-dealers and do not include retail mark-ups and mark-downs or any commission to the dealer.

QUARTER ENDED	HIGH		LOW
December 31, 2021	$	2.20	$	2.05
December 31, 2023	$	0.03	$	0.02
March 31, 2022	$	2.55	$	2.55
March 31, 2024	$	0.10	$	0.03
June 30, 2022	$	5.00	$	5.00
June 30, 2024	$	0.06	$	0.04
September 30, 2022	$	0.72	$	0.63
September 30, 2024	$	0.06	$	0.03
December 31, 2022	$	0.10	$	0.08
December 31, 2024	$	0.06	$	0.04

Holders of Stemtech’s Common Stock

The Company had 112 registered holders of its common stock as of ~~April~~June 1224, ~~2024~~2025.

Dividends

Stemtech has declared no dividends on its common shares and is not subject to any restrictions that limit its ability to pay dividends on its common shares. Dividends are declared at the sole discretion of Stemtech’s Board of Directors.

Recent Sales of Unregistered Securities

None.

Penny Stock Rules

Trading in Stemtech’s Common Stock is subject to the “penny stock” rules. The Securities and Exchange Commission (“SEC”) has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.

These rules require that any broker-dealer ~~who~~ who recommends Stemtech’s Common Stock to persons other than prior customers and accredited investors, must, prior to the sale, ~~make~~ make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker- dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in Stemtech’s securities, which could severely limit their market price and liquidity of Stemtech’s securities. The application of the “penny stock” rules may affect your ability to resell Stemtech’s securities.

Item 6. Selected Financial Data.

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following ~~discussion~~ discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Stemtech’s actual results could differ ~~materially~~ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this annual report. Stemtech’s audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Company Overview

Stemtech Corporation ~~was~~and ~~incorporated~~its ~~under~~Subsidiaries ~~the~~(collectively, ~~laws~~the of“Company”, or “Stemtech”) was incorporated in the State of Nevada, ~~U.S.~~USA on September 4, 2009 under the name Globe Net Wireless Corp. ~~Our~~with ~~registration~~ticker ~~statement~~symbol on“GNTW”. ~~Form~~Our ~~S-1~~corporate name was ~~filed~~changed ~~with~~to ~~the~~Stemtech ~~SEC~~Corporation ~~was~~in ~~declared~~the ~~effective~~state of onNevada.in ~~May~~August ~~15, 2013~~2021. On August 19, 2021, ~~the~~Stemtech ~~Company~~Corporation (“Stemtech”), a (Delaware corporation), entered into a Merger Agreement ~~with Stemtech Corporation by which~~ (the ~~Company~~“Merger ~~acquired one~~Agreement”) ~~hundred~~with ~~percent~~Globe ofNet ~~the~~Wireless ~~shares~~Corp. of(“Globe ~~STEMTECH~~Net” ~~CORPORATION~~or “GNTW”) in exchange for the issuance of 37,060,000 shares of the Company, approximately 85% of the issued and outstanding shares of the Company. On November 19, 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, 2022, FINRA gave final approval for said name change. Stemtech has pioneered and patented a whole new category of stem cell dietary supplements.

Stemtech ~~has pioneered and patented a whole new category of dietary supplements. Stemtech~~’s patented, 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 found in our RCM System: 1) Releasing ~~more~~the body’s own stem cells slowing down the bodies aging process; 2) their ~~circulation~~Circulation in the blood; and 3) Migration into tissues, where they can perform their daily anti-aging and longevity 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 body’s own bone marrow into the bloodstream, they then ~~Circulate~~circulate in the bloodstream and flow tointo the tissues and organs 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 patented products do not contain stem cells. They are composed of all-natural plant-based botanicals and other ingredients that have been clinically documented to support the release and performance of your own adult stem cells essentially allowing the human body to heal itself naturally. Stemtech also offers our all-natural OraStem® toothpaste, which is a tooth whitener, breath freshener, anti-microbial, stem cell attracting and promotes good gum health. InOraStem ~~December~~prevents ~~2022,~~bacteria ~~our~~from ~~new~~further ~~Cellect~~entering ~~One®~~the ~~Rapid~~body ~~Renew~~and ~~Stem Cell Peptide Night Cream.~~spreading ~~Cellect~~germs ~~One is a Stemtech proprietary formula containing an FDA patented ingredient, Red Oak Bark, which enables deep penetration~~ to ~~promote good~~vital ~~skin health~~organs.

~~While~~In ~~sales~~December of2022, ~~products~~our ~~obviously~~new ~~create~~Cellect ~~the cash~~One® ~~flow,~~Rapid ~~our~~Renew ~~real~~Stem ~~business~~Cell ~~model~~Peptide isNight ~~not~~Cream. ~~just~~The ~~“sales”,~~Night ~~but~~Cream ~~lateral~~is ~~penetration.~~a WeStemtech doproprietary ~~this~~formula ~~through~~containing ~~our~~an ~~IBPs~~FDA -patented ~~“Independent~~ingredient, Red ~~Business~~Oak ~~Partner” Sales Forces~~Bark, ~~and~~which weenables ~~invest~~deep ~~much~~penetration ~~energy~~to inpromote ~~growing~~good ~~our~~skin ~~IBPs~~health. ~~Post~~In ~~public~~2025, ~~listing~~we ~~and~~introduced ~~funding,~~Cellect ~~Stemtech~~One® isShield: ~~projecting~~HOCL ~~the~~(Hypochlorous ~~addition~~Acid) ofskin 30care mist,~~000~~ ~~new~~which ~~independent~~supports ~~business~~healthier ~~partner~~skin, ~~reps~~kills ~~over~~germs ~~the~~as ~~next~~a ~~12 to 24 months~~disinfectant, ~~adding~~supports towound ~~the~~care ~~existing~~and ~~IBPs.~~odor ~~With an enhanced~~elimination. ~~compensation~~Stemtech ~~plan,~~announced ~~IBPs~~it will beintroduce ~~even more incentivized to build their network~~StemPets™, ~~attracting~~a ~~additional~~pet ~~industry~~supplement ~~leaders.~~like ~~IBPs are a testimonial to~~ our ~~product~~RCM ~~and~~for ~~business~~humans ~~model,~~to ~~lowering~~ our ~~customer~~furry ~~acquisition~~family ~~costs.~~members Wein ~~have~~April ~~added two international licensing agreements for selling~~2025. ~~Stemtech~~The ~~products~~global ~~while~~pet ~~not~~industry ~~using the network marketing sales model. This~~ is a ~~new~~$303 ~~revenue~~Billion ~~stream~~market.

WeWhile ~~reinstituted~~sales ~~contests~~of products obviously create the cash flow, ~~travel~~our ~~incentives~~real business model is not just “sales”, ~~cruises~~but lateral penetration. We do this through our IBPs - “Independent Business Partner” Sales Force, and we invest much energy in growing our IBPs. Post funding, Stemtech is projecting the addition ~~other~~of ~~trips~~30,000 ~~Business~~new ~~Academies~~independent ~~for~~business ~~Training~~partner reps over the next 12 to 24 months, ~~regional~~adding ~~conferences~~to the existing IBPs. IBPs are incentivized to build their network, ~~our~~attracting ~~Annual~~additional ~~Convention~~industry ~~with~~leaders. ~~new~~IBPs are a testimonial to our product ~~launches~~and business model, lowering our customer acquisition costs. 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 Sharing. ~~Stemtech~~Management ~~also~~conservatively ~~launched~~believes we can reinvigorate sales to be more consistent with the ~~Stemtech~~company’s ~~AdvanceOffice~~previous ~~Mobile~~revenue ~~App~~historically, as Stemtech has been recognized 4 times in ~~September~~the ~~2022, improving~~Inc ~~communication,~~5000 ~~sharing~~Magazine’s list of ~~information~~fastest growing companies. Below this IBP level, ~~training~~we ~~videos~~plan to have our “DTC” (Direct To Consumer) network marketing Distribution model. This integrative model allows us an immediate global presence and ~~other~~ability ~~content~~to ~~for~~operate ~~recruiting,~~in multiple countries on every continent. With a 10% money back guarantee, This method requires no up-~~boarding~~front or required buy-in of inventory by customers, ~~customer~~with ~~retention~~monthly ~~and~~shipments ~~measuring~~available ~~key~~for ~~performance~~known ~~indicators~~recurring ~~for~~sales. This platform has us now operating at the ~~IBP~~intersection ~~business~~of the ecommerce economy, social economy and gig economy.

~~Stemtech~~Implications ~~announced two exciting programs in June 2023, with the enhancement~~ of aBeing ~~Rank~~an ~~Advancement Bonus as well as a Caribbean cruise which took place in December 2023. Sales continue~~Emerging toGrowth ~~come in from returning consumers who believe in the quality products. 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 as the Company has directed significant cash towards our inventory. Management conservatively believes that given the expected 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 times in the Inc 5000 Magazine’s list of fastest growing companies.

InEmerging ~~the~~Growth ~~future,~~Company ~~below~~- ~~this~~We ~~IBP~~are an ~~level,~~emerging wegrowth ~~are~~company ~~contemplating our~~as ~~Direct~~defined Toin ~~Consumer~~Section 2(~~“DTC”~~a)(19) ~~network~~of ~~marketing~~the ~~distribution~~Securities ~~model.~~Act ~~This~~of ~~integrative~~1933, ~~model~~as ~~allows~~amended, usor ~~access~~the toSecurities anAct. ~~immediate~~We will continue ~~global~~to ~~presence~~be ~~and~~an ~~ability~~emerging togrowth ~~operate~~company inuntil: ~~multiple~~(i) ~~countries~~the onlast ~~any~~day ~~continent.~~of Weour ~~are~~fiscal ~~uniquely~~year ~~positioned,~~during towhich ~~implement~~we ~~this~~had ~~DTC~~total ~~model in~~annual ~~areas~~gross ~~not~~revenues ~~currently~~of ~~distributing~~at ~~Stemtech~~least $1.07 ~~products,~~billion; as(ii) ~~this~~the ~~method~~last ~~requires~~day noof ~~up-front~~our orfiscal ~~required~~year ~~buy-in~~following ofthe ~~inventory,~~fifth ~~with~~anniversary ~~monthly shipments~~of ~~available~~the ~~for~~date ~~known~~of ~~recurring~~the ~~sales.~~first ~~This~~sale ~~platform~~of ~~will~~our ~~enable~~common usstock pursuant to ~~operate~~an ateffective ~~the~~registration ~~intersection~~statement ofunder the ~~ecommerce~~Securities ~~economy,~~Act; ~~social economy~~(iii) ~~and~~the ~~gig~~date ~~economy.~~on ~~Recently,~~which we have, ~~licensed~~during the ~~African~~previous ~~nations of Kenya~~3-year period, ~~Ghana,~~issued ~~Nigeria,~~more ~~Uganda~~than ~~and~~$1.0 ~~the~~billion ~~Democratic~~in ~~Republic~~non-convertible ~~of Congo~~debt; ~~for~~or ~~distribution~~(iv) ofthe ~~Stemtech~~date ~~products.~~on Inwhich ~~this distribution agreement,~~ we are ~~prepaid~~deemed ~~for~~to ~~the~~be ~~product~~a bylarge ~~the~~accelerated ~~distributor who is~~filer, ~~responsible~~as ~~for~~defined ~~the~~in ~~registration~~Section ~~and~~12b-2 ~~licensing plus shipping~~ of the ~~product~~Securities ~~where~~Exchange ~~Stemtech~~Act ~~does~~of ~~not~~1934, ~~have~~as ~~the~~amended, ~~network~~or ~~marketing~~the ~~model~~Exchange ~~in place.~~Act, ~~The~~which ~~Company~~means ~~plans~~the tomarket ~~look~~value atof ~~opportunities~~our common instock ~~other~~that ~~global~~is ~~areas~~held asby ~~well~~non-affiliates toexceeds ~~expand~~$700 ~~our~~million ~~brand~~as ~~and~~of ~~distribution~~the ofprior ~~Stemtech~~June ~~products~~30.

~~The~~As ~~Company~~an ~~has~~emerging ~~been~~growth ~~making great strides the past year~~company, ~~having~~we ~~obtained our “Orastem” trademark registration in Mexico as noted in our press release of August 23, 2022.~~are Inexempt addition, Stemtech filed our new ‘stemceuticals’ trademark registration. We have introduced a new stem cell skin care product. Life Factor Research brings their expertise in research, development and product formulations enabling the Company to now organically develop whole new lines of Stemceuticals. This new arrangement enables Stemtech to offer more new, cutting-edge products to an ever-growing market interested in improved health and quality of life.from:

~~Implications~~· Sections 14A(a) and (b) of ~~Being~~the anExchange ~~Emerging~~Act, ~~Growth~~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 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.

~~Emerging Growth Company -~~ We ~~are~~have anelected ~~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 beuse ~~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)~~extended ~~the~~transition ~~last~~period ~~day~~for ofcomplying ~~our~~with ~~fiscal~~new ~~year~~or ~~following~~revised ~~the~~accounting ~~fifth~~standards ~~anniversary of the date of the first sale of our common stock pursuant to an effective registration statement~~ under ~~the~~Section ~~Securities Act;~~ 102(~~iii~~b) ~~the date on which we have, during the previous 3-year period, issued more than $1.0 billion in non-convertible debt; or~~ (iv1) ~~the date on which we are deemed to be a large accelerated filer, as defined in Section 12b-2~~ of the ~~Securities~~Jumpstart ~~Exchange~~Our ~~Act~~Business ~~of 1934, as amended, or the Exchange Act, which means the market value of our common stock that is held~~Startups ~~by non-affiliates exceeds $700 million as of the prior June 30~~Act.

We are also a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. As ana ~~emerging~~smaller ~~growth~~reporting company, we are ~~exempt~~not ~~from:~~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.

·Basis ~~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 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.Presentation

WeThe ~~have~~accompanying ~~elected~~consolidated tofinancial statements ~~use~~have ~~the~~been ~~extended~~prepared ~~transition period~~in ~~for~~accordance ~~complying~~ with ~~new~~U.S. orGAAP. ~~revised~~Such ~~accounting~~consolidated ~~standards~~financial ~~under~~statements ~~Section~~and ~~102(b)(1)~~accompanying notes are the representations of the ~~Jumpstart~~Company’s ~~Our~~management, ~~Business~~which ~~Startups~~is ~~Act~~responsible for their integrity and objectivity. All intercompany accounts and transactions have been eliminated in consolidation.

5Critical Accounting Policies

WeThis ~~are~~Management’s ~~also~~Discussion and aAnalysis ~~smaller~~of ~~reporting~~Financial ~~company~~Condition asand ~~defined~~Results of Operations discusses our consolidated financial statements, which have been prepared in ~~Rule~~accordance ~~12b-2~~with ofU.S. ~~the~~GAAP. ~~Exchange~~In ~~Act.~~connection Aswith athe ~~smaller~~preparation ~~reporting~~of ~~company~~our consolidated financial statements, we are ~~not~~ required to ~~provide~~make ~~selected~~assumptions and ~~financial~~estimates ~~data~~about ~~pursuant~~future ~~to Item~~events ~~301~~and apply judgments that affect the reported amounts of ~~Regulation~~assets, ~~S-K~~liabilities, ~~nor~~revenue, ~~are~~expenses weand ~~required~~the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to ~~comply~~be ~~with~~relevant at the ~~auditor~~time ~~attestation~~our ~~requirements~~consolidated offinancial ~~Section~~statements ~~404(b)~~are ofprepared. ~~the~~On ~~Sarbanes-Oxley~~a regular basis, management reviews ~~Act~~the ofaccounting ~~2002.~~policies, Weassumptions, ~~are~~estimates ~~also~~and ~~permitted~~judgments to ~~provide~~ensure ~~certain~~that ~~modified~~our ~~executive~~consolidated ~~compensation~~financial ~~disclosure~~statements ~~under~~are ~~Item~~presented ~~402~~fairly and ofin ~~Regulation~~accordance with U.S-K. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

~~Basis~~Our significant accounting policies are discussed in Note 2, Summary of ~~Presentation~~Significant Accounting Policies, of the Notes to Consolidated Financial Statements included elsewhere in this report.

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, which is responsible for their integrity and objectivity. All intercompany accounts and transactions have been eliminated in consolidation.5

Critical Accounting ~~Policies~~Estimates

~~This~~Our ~~Management’s~~discussion ~~Discussion~~ and ~~Analysis~~analysis of ~~Financial~~our ~~Condition~~financial condition and ~~Results~~results of ~~Operations~~operations ~~discusses~~are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. InThe ~~connection with the~~ preparation of our consolidated financial statements, weand ~~are~~related ~~required~~disclosures requires us to make ~~assumptions and~~ estimates ~~about future events~~, assumptions and ~~apply~~ judgments that affect the reported amounts of assets, liabilities, ~~revenue,~~and expenses and ~~the~~ related disclosures. We ~~base~~Management ~~our~~believes ~~assumptions, estimates and judgments on historical experience, current trends and other factors~~ that ~~management believes to~~there ~~be relevant at the time our consolidated financial statements~~ are ~~prepared.~~no Oncritical ~~a regular basis, management reviews the~~ accounting ~~policies, assumptions,~~ estimates ~~and~~in ~~judgments~~these ~~to ensure that our~~ consolidated financial statements ~~are presented fairly and in accordance with U~~.~~S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.~~

~~Our~~New ~~significant accounting policies are discussed in Note 2, Summary of Significant~~ Accounting ~~Policies, of the Notes to Consolidated Financial Statements included elsewhere in this report.~~Pronouncements

~~Critical~~We ~~Accounting~~do ~~Estimates~~not expect recent accounting pronouncements will have a material impact on our consolidated financial position, results of operations or cash flows. See Note 2 in the accompanying consolidated financial statements for additional information.

~~Our~~Results ~~discussion and analysis~~ of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosures. Management believes that there are no critical accounting estimates in these consolidated financial statements.Operations

~~New~~Our ~~Accounting~~consolidated ~~Pronouncements~~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.

WeYear doEnded ~~not~~December ~~expect~~31, ~~recent~~2024 ~~accounting pronouncements~~Compared ~~will~~to ~~have~~the aYear ~~material~~Ended ~~impact~~December ~~on our consolidated financial position~~31, ~~results of operations or cash flows~~2023. ~~See Note 2 in the accompanying consolidated financial statements for additional information.~~

6During the years ended December 31, 2024 and 2023, net sales were $5,053,690 and $4,921,531, respectively. The increase of $132,159 is primarily due to slight increases in the overall sales of the subsidiaries due to the increase in IBPs in 2024.

~~Results~~During the years ended December 31, 2024 and 2023, our total operating expenses were $6,113,773 and $8,144,439, respectively, reflecting a favorable decrease of ~~Operations~~$2,030,664. This improvement was primarily driven by effective cost management initiatives, including a reduction in general and administrative expenses, which decreased to $5,233,823 in 2024 from $6,439,537 in 2023.

~~Our~~During ~~consolidated~~the ~~financial~~years ~~statements~~ended ~~have been~~December ~~prepared~~31, ~~assuming~~2024 ~~that~~and we2023, ~~will~~total ~~continue~~non-operating asexpenses awere ~~going~~$1,386,274 ~~concern~~ and $1,207,433, ~~accordingly~~respectively, doreflecting ~~not~~a ~~include~~modest ~~adjustments~~increase ~~relating~~of $178,841. This increase was primarily due to the ~~recoverability and~~absence ~~realization~~in 2024 of ~~assets~~gains ~~and~~from ~~classification~~the change in fair value of derivative liabilities ~~that~~and ~~might~~settlements of bederivative ~~necessary~~liabilities, ~~should~~which wecontributed be$1,488,686 ~~unable~~and to$1,366,298, ~~continue~~respectively, in ~~operation~~2023. WeOffsetting ~~expect we~~this ~~will~~impact, ~~require~~interest ~~additional~~expense decreased ~~capital~~significantly to ~~meet~~$1,579,370 ~~our~~in ~~long-term~~2024 ~~operating~~from ~~requirements.~~$4,893,033 in 2023, reflecting improved debt management and reduced financing costs. We ~~expect~~also torecognized ~~raise~~a ~~additional~~gain ~~capital~~on ~~through~~extinguishment of debt of $107,733 ~~among other~~in ~~things~~2024, compared to $814,132 in the ~~sale~~prior ofyear. ~~equity~~Other orincome ~~debt~~and ~~securities~~expenses, net, increased modestly to $85,363 in 2024 from $16,484 in 2023.

~~Year~~Our ~~Ended~~net ~~December~~loss for the years ended December 31, 2024 and 2023 ~~Compared~~was to$3,772,701 ~~the~~and $5,431,979, respectively. The year-over-year improvement in net loss was primarily driven by reductions ~~Year~~in ~~Ended~~operating ~~December~~expenses 31and interest expense, ~~2022~~partially offset by the absence of derivative-related gains recognized in the prior year as mentioned above.

~~During~~Liquidity ~~the years ended December 31, 2023~~ and ~~2022, net~~Capital ~~sales were $4,921,531 and $4,559,399, respectively. The increase of $362,132 is primarily due to slight increases in the overall sales of the subsidiaries due to the increase in IBPs in 2023.~~Resources

~~During~~In spite of increasing revenues, we are not yet profitable, and we cannot provide any assurance of when we will be profitable. We incurred a net loss of $3,772,701 and $5,431,979 for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, ~~our~~ ~~total~~respectively. ~~operating~~During ~~expenses~~the ~~were~~year $8ended December 31,~~144~~ 2024,~~437~~ we met our short-term liquidity needs through existing cash reserves and financing activities. These included proceeds from notes payable of $8274,~~418~~689,~~761~~ net proceeds from a factoring arrangement of $529,667, ~~respectively.~~and ~~The~~stock ~~decrease~~issued for cash of $~~274~~474,~~324~~812. isThese ~~primarily~~inflows ~~attributable~~were topartially ~~cost~~offset by repayments of notes ~~cutting~~payable ~~measures~~totaling $282,034. As a result, net cash provided by financing activities was $1,079,110 for the year.

~~During~~As ~~the~~of ~~years ended~~ December 31, ~~2023~~2024, ~~and~~our ~~2022,~~current ~~total~~assets ~~non-operating~~totaled ~~expenses were~~ $1921,~~207~~746,~~433~~ ~~and~~compared to $3400,~~513~~710 as of December 31,~~830,~~ ~~respectively~~2023, ~~resulting~~reflecting inan aimprovement ~~decrease~~in ~~of $2,306,397~~liquidity. ~~The~~Our ~~difference~~current ~~is primarily~~liabilities ~~due~~increased to ~~the~~$9,009,049 ~~gain~~as ~~on settlement~~ of ~~derivative~~December ~~liabilities~~31, of2024, from $16,~~366~~462,~~298~~036 inat ~~2023~~December 31, ~~the~~2023. The increase inwas ~~interest~~primarily ~~expense~~driven ofby ~~$795,190~~financing obligations and atrade-related ~~decrease in~~payables. ~~gain~~Current onliabilities ~~extinguishment~~as of ~~debt~~December of31, $22024,~~985,224~~ ~~partially~~consisted ~~offset by the changes in fair value~~ of ~~derivative liabilities of~~ $4,~~711~~518,~~957 from~~391 ain ~~loss~~accounts ofpayable ~~$3,223,271~~and ~~at December 31~~accrued expenses, ~~2022 to a gain of~~ $1,~~488~~769,~~686~~583 atin ~~December~~convertible 31notes payable, ~~2023~~$2,046,001 in ~~connection~~non-convertible ~~with~~notes ~~the note~~ payable, ~~issued~~ $673,611 in ~~September~~factoring ~~2021.~~liabilities, ~~We also implemented a significant reduction of staff~~ and $1,463 ~~realignment~~in ofdeferred ~~their duties to existing staff~~revenues.

~~Our~~Stockholders’ ~~net~~deficit ~~loss~~increased to ~~for~~$5,226,804 ~~the~~as ~~years~~of ~~ended~~ December 31, ~~2023~~ ~~and 2022~~2024, ~~was~~from $52,~~431~~778,~~979~~765 ~~and~~as $8of December 31,~~632,828,~~ ~~respectively~~2023. The ~~decrease~~increase inwas primarily due to the net loss ~~was~~incurred during ~~caused~~the year, partially offset by the ~~factors~~conversion ~~described~~of ~~above~~convertible notes and the reclassification of derivative liabilities to equity.

~~Liquidity and Capital Resources~~6

InCash ~~spite~~Flows of increasing revenues, we are not yet profitable, and we cannot provide any assurance of when we will be profitable. We incurred a net loss of $5,431,979 and $8,632,828 for the years ended December 31, 2023 and 2022, respectively. During the year ended December 31, 2023, we met our short-term liquidity requirements from ~~our existing~~Operating ~~cash reserves and proceeds from the issuance of notes payable of $2,236,000, offset by net payments of financing arrangements of $189,700 and note payable payments of $466,872.~~Activities

AsWe ofhave ~~December~~not ~~31,~~generated ~~2023,~~positive ~~our current assets were $400,710~~cash ~~compared~~flows tofrom ~~$612,370~~operating inactivities. ~~current~~For ~~assets~~the atyear ended December 31, ~~2022.~~2024, Asnet ofcash ~~December~~used ~~31,~~in ~~2023,~~operating ~~our~~activities ~~current~~was ~~liabilities were~~ $6601,~~462~~198,~~036~~ ~~compared~~primarily due to ~~$7,415,791~~a atnet ~~December~~loss ~~31, 2022. Current liabilities at December 31, 2023 were comprised~~ of $23,~~708~~772,~~906~~701 ofpartially ~~accounts~~offset ~~payable~~by ~~and accrued expenses, $1,596,960 in convertible notes, $1,889,321 of~~ non-~~convertible~~cash ~~notes~~adjustments ~~payable,~~of $~~143~~1,~~944 of factoring liability~~789,721 ~~$66,866 in current operating lease liabilities~~ and ~~$56,039~~changes in ~~deferred~~working ~~revenues~~capital.

~~Stockholders’~~The ~~deficit~~non-cash ~~increase~~adjustments ~~from~~included ~~$3,171,918~~depreciation asand amortization of ~~December 31, 2022 to~~ $2344,~~778~~466,~~765~~ atamortization ~~December~~of ~~31,~~right-of-use ~~2023.~~assets ~~This~~of ~~change~~$70,820, ~~was~~stock ~~primarily~~compensation ~~caused~~expense byof ~~the~~$440,256, ~~conversion~~amortization of debt ~~convertible~~discount ~~notes~~of ~~and accrued~~$362,404, ~~interest~~stock toissued ~~common~~for ~~stock~~services of $2746,~~403~~374,~~453,~~ and ~~reclassification~~a ofloss ~~derivative~~on ~~liabilities~~extinguishment toof ~~additional~~debt ~~paid in capital~~ of $1107,~~011~~733,~~451,~~ partially offset by a ~~net loss of~~ $566,~~431,979~~866 ~~during~~adjustment ~~the~~for ~~year~~operating ~~ended~~lease ~~December 31, 2023~~liabilities.

7Changes in operating assets and liabilities included an increase in accounts payable and accrued expenses of $1,809,485, a decrease in accounts receivable of $208,255, a decrease in inventory of $149,030, an increase in prepaid expenses and other current assets of $22,619, an increase in long-term deposits of $6,776, and a decrease in deferred revenues of $54,576.

Cash Flows from ~~Operating~~Financing Activities

We have ~~not~~financed ~~generated~~our ~~positive~~operations ~~cash~~primarily through ~~flows~~the issuance of common stock and proceeds from ~~operating~~ ~~activities~~debt arrangements. For the year ended December 31, ~~2023~~2024, net cash ~~flows~~provided ~~used in operating activities were $2,036,312, which is primarily due to the net loss of $5,431,979, partially offset~~ by ~~adjustments to reconcile the net loss used in operations of $2,304,613 and the~~financing ~~changes~~activities inwas ~~working capital including accounts payable and accrued expenses of~~ $1,~~091~~079,~~354~~110. ~~The~~This ~~adjustments~~included ~~to reconcile the net loss used in operations consisted of increase in amortization of debt discount of~~ $2274,~~797,403,~~689 ~~non-cash~~in ~~interest~~proceeds ~~expense~~ from ~~issuance~~notes ~~on debt (derivative) of $1~~payable,~~623,579,~~ ~~non-cash charges of~~ $181,~~098,832~~976 ~~(including:~~from ~~depreciation~~related ~~and~~party ~~amortization of $587~~notes,~~797,~~ ~~stock compensation expense of~~ $~~439~~529,~~054 and~~667 ~~amortization~~from ofa ~~right of use asset of $71~~factoring arrangement,~~981),~~ ~~stock issued for services of $434,025~~ and ~~cancellation of shares returned by shareholders of~~ $19474,~~890,~~812 ~~offset by gain on extinguishment of debt $814,132, gain~~ from the ~~change~~issuance ~~in fair value~~ of ~~derivative~~common ~~liabilities of $1,488,686 and gain on settlement of derivative liabilities of $1,366,298~~stock. ~~Adjustments~~These ~~for~~inflows ~~changes in operating assets and liabilities~~ were ~~due~~partially ~~to a~~offset ~~decrease~~by inrepayments ~~inventories~~ of ~~$109,728,~~notes ~~an increase in deferred revenues of $16,869, a decrease in prepaid expenses and other current assets of $110,338 and an increase in long term deposits of $643, a decrease in accounts~~ payable ~~and accrued expenses of $957,056, a decrease~~totaling ~~in operating lease liabilities of~~ $75282,~~267, and an decrease of in accounts receivable of $26,727~~034. ~~For the year ended December 31, 2022, net cash flows used in operating activities were $1,216,948.~~

~~Cash~~Plan ~~Flows~~of ~~from~~Operation ~~Financing~~and ~~Activities~~Funding

We ~~have~~expect ~~financed~~that ~~our~~working ~~operations primarily from~~capital ~~either~~requirements ~~the~~will ~~issuance~~continue ofto ~~our~~be ~~shares~~funded ofthrough ~~common~~a ~~stock~~combination ~~or notes payable. For the year ended December 31, 2023, we generated $1,579,428 cash from financing activities which consists~~ of ~~$2,236,000~~our ~~from~~existing ~~proceeds~~funds ~~from notes payables, offset by $189,700 payments of factoring arrangement~~ and ~~payments~~further onissuances ~~notes payable~~ of ~~$466,872.~~equity ~~For~~securities ~~the~~and ~~year ended December 31, 2022, net cash flows provided by financing activities were~~debt ~~$338,734~~instruments.

~~Plan~~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. Generally, we have financed operations to date through the proceeds of ~~Operation~~the private placement of equity and ~~Funding~~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. 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.

WeOff-Balance ~~expect~~Sheet ~~that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of equity securities and debt instruments.~~Arrangements

~~Existing~~As ~~working~~of ~~capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over~~ the ~~next three months. Generally, we have financed operations to~~ date ~~through the proceeds~~ of ~~the~~this ~~private placement of equity and debt instruments. In connection with our business plan~~report, ~~management anticipates additional increases in operating expenses and capital expenditures~~ ~~relating~~we ~~to:~~do ~~(i)~~not ~~acquisition~~have ofany ~~inventory; (ii) developmental expenses associated with a start~~off-upbalance ~~business;~~sheet ~~and~~arrangements ~~(iii)~~that ~~marketing expenses.~~have Weor ~~intend~~are toreasonably ~~finance~~likely ~~these expenses with further issuances of securities and director loans. Thereafter, we expect we will need~~ to ~~raise~~have ~~additional~~a ~~capital~~current ~~and generate revenues to meet long-term operating requirements. Additional issuances of equity~~ or ~~convertible~~ ~~debt~~future ~~securities~~effect ~~will~~on ~~result in dilution to~~ our ~~current shareholders. Additional financing may not be available upon~~financial ~~acceptable terms~~condition, orchanges atin ~~all.~~financial Ifcondition, ~~adequate~~revenues ~~funds are not available~~ or ~~are not available on acceptable terms~~expenses, weresults ~~may not be able to take advantage~~ of ~~prospective~~operations, ~~new~~liquidity, ~~business~~capital ~~endeavors~~expenditures or ~~opportunities,~~capital ~~which could significantly and materially restrict our~~resources 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~~are ~~funding~~material ~~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~~investors. ~~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.~~

~~Off-Balance~~Stockholders’ ~~Sheet Arrangements~~Deficit

AsAuthorized 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.Shares

8Effective May 5, 2023, the Company is authorized to issue up to 400,000,000 shares of common stock, $0.001 par value. Prior to May 5, 2023, the Company was authorized to issue up to 200,000,000 shares (see Note 9). 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.

~~Stockholders’ Deficit~~7

~~Authorized~~Commitments ~~Shares~~and Contingencies

~~Effective May 5, 2023, the Company is authorized to issue up to 400,000,000 shares of common stock, $0~~None.001 par value. Prior to May 5, 2023, the Company was authorized to issue up to 200,000,000 shares (see Note 9). 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~~Financing

~~None~~On March 27, 2023, the Company entered into a Senior Secured Convertible Promissory Note with Leviston Resources, LLC for a maximum principal amount of up to $7,000,000, subject to disbursement at the lender’s discretion. To date, Leviston Resources LLC has disbursed four tranches totaling $1,561,660, consisting of $1,000,000, $250,000, $250,000, and $61,660, respectively. The latest disbursement adheres to the terms of the note and prior funding obligations. The note bears interest at 7% per annum and is convertible into common stock at a conversion price initially set at 125% of the closing bid price on the disbursement date, subject to adjustment thereafter.

~~Financing~~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.

OnOur ~~March~~ability ~~27, 2023, the Company and an institutional investor (the “Holder”) executed an investment agreement for up~~ to ~~$7,000,000~~obtain ~~through~~needed ~~a convertible promissory note, share~~financing ~~purchase~~may ~~agreement and warrant agreement (the “2023 Note”). The 2023 Note has a principal amount of up to $7,000,000 with an original issue discount of 12% and is to~~ be ~~disbursed~~impaired inby ~~four~~such ~~(4)~~factors ~~disbursements~~ as ~~set forth as follows: (i)~~ the ~~first~~capital ~~disbursement in the amount of $1~~markets,~~000,000~~ ~~occurred~~both ongenerally ~~March~~and ~~27,~~specifically ~~2023; (ii) the second disbursement~~ in the ~~amount~~nutraceutical ~~of $200~~industry,~~000~~ iswhich ~~due~~could ~~within three (3)~~impact ~~days~~the ~~after~~availability ~~the~~or ~~filing~~cost of anfuture ~~S-1~~financing. ~~registration~~If ~~statement; (iii)~~ the ~~third disbursement in the~~ amount of ~~$500,000~~capital iswe ~~due~~are ~~forty-five~~able ~~(45) days~~to ~~after~~raise ~~effectiveness~~from offinancing ~~an S-1 registration statement; and (iv) $120~~activities,~~000~~ istogether ~~due~~with ~~forty-five (45) days after the third disbursement.~~our ~~The~~revenue ~~2023~~from ~~Note~~operations, ~~carries an interest rate equal to seven percent (7%) per annum and~~ is ~~redeemable~~not bysufficient ~~the Company at any time at an amount equal~~ to ~~one~~satisfy ~~hundred~~our ~~twenty-five~~capital ~~percent (125%) of the then outstanding principal and interest accrued on the Note. All additional disbursements will be made at the Holder’s discretion~~needs, ateven ~~any~~to ~~time, and if~~ the ~~Holder’s~~extent ~~broker~~that ~~refuses~~we toreduce ~~custody~~our ~~the~~operations ~~securities issued~~accordingly, inwe ~~connection~~may ~~therewith,~~be ~~the~~required ~~Holder will have no obligation~~ to ~~make~~cease ~~a disbursement under the disbursement schedule but will have the option to make such disbursement~~operations.

~~Future~~We ~~financing~~have ~~through~~no ~~equity investments is likely to be dilutive to existing stockholders. Also~~plans, ~~the~~arrangements 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~~ contingencies in ~~pursuing~~place ~~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~~the ~~with~~event ~~certain~~that ~~securities~~ we ~~may~~cease ~~issue, such as convertible notes and warrants, which will adversely impact our financial condition~~operations.

~~Our~~Item ~~ability~~7A. toQuantitative ~~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~~Qualitative ~~availability~~Disclosures orabout ~~cost~~Market ~~of future financing~~Risk. 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.

We ~~have~~are noa ~~plans,~~smaller ~~arrangements~~reporting orcompany ~~contingencies~~as indefined ~~place~~by inRule 12b-2 of the ~~event~~Exchange ~~that~~Act weand ~~cease~~are ~~operations~~not required to provide the information under this item.

Item 7A8. ~~Quantitative~~Financial Statements and ~~Qualitative~~Supplementary ~~Disclosures about Market Risk~~Data.

WeINDEX ~~are~~TO aCONSOLIDATED ~~smaller~~FINANCIAL ~~reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.~~STATEMENTS

9Stemtech Corporation

~~Item 8.~~ Consolidated Financial Statements ~~and Supplementary Data.~~

~~INDEX~~December ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~31, 2024

Stemtech Corporation

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations and Comprehensive Loss	F-3
Consolidated Statements of Changes in Stockholders’ Deficit	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-6

~~Consolidated Financial Statements~~8

~~December~~REPORT ~~31,~~OF INDEPENDENT REGISTERED ~~2023~~PUBLIC ACCOUNTING FIRM

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID NO: 76)	F-1
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
Consolidated Statements of Changes in Stockholders’ Deficit	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

Board of Directors and Shareholders

10Stemtech Corporation and Subsidiaries

~~Report of~~Opinion ~~Independent~~on ~~Registered~~the ~~Public~~Financial ~~Accounting Firm~~Statements

ToWe have audited the ~~Board~~accompanying consolidated balance sheets of ~~Directors~~Stemtech Corporation and ~~Stockholders~~Subsidiaries (the “Company”) as of December 31, 2024 and 2023 and the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows, for the period ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Stemtech~~Going ~~Corporation and Subsidiaries~~Concern

~~Opinion~~The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the ~~Consolidated~~normal ~~Financial~~course ~~Statements~~of business. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.

WeBasis have audited the accompanying consolidated balance sheets of Stemtech Corporation and Subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023 and 2022, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.Opinion

~~Going~~These ~~Concern~~financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~The~~We ~~accompanying~~conducted ~~consolidated~~our ~~financial~~audit ~~statements have~~in ~~been~~accordance ~~prepared~~with ~~assuming~~the ~~that~~standards of the ~~Company~~PCAOB. Those ~~will~~standards ~~continue~~require asthat awe ~~going~~plan ~~concern.~~and Asperform ~~discussed~~the inaudit ~~Note~~to 2obtain ofreasonable ~~the~~assurance ~~notes~~about towhether ~~consolidated~~the financial statements are free of material misstatement, ~~the~~whether ~~Company~~due ~~has~~to ~~suffered~~error ~~recurring~~or ~~losses~~fraud. ~~from~~The ~~operations~~Company ~~since~~is ~~inception~~not ~~and~~required ~~has~~to ahave, ~~significant~~nor ~~working~~were ~~capital~~we ~~deficit~~engaged ~~and~~to perform, an audit aof ~~significant~~its ~~accumulated~~internal ~~deficit~~control over financial reporting. ~~These~~As ~~conditions~~part ~~raise~~of ~~substantial~~our ~~doubt~~audits, ~~about~~we ~~its~~are ~~ability~~required to ~~continue~~obtain asan aunderstanding ~~going~~of ~~concern.~~internal ~~Management’s~~control ~~plans~~over ~~regarding~~financial ~~these~~reporting ~~matters~~but ~~are~~not ~~also~~for ~~described~~the inpurpose ~~Note~~of 2.expressing ~~The~~an ~~consolidated~~opinion ~~financial~~on ~~statements~~the doeffectiveness ~~not~~of ~~include~~the ~~any~~Company’s ~~adjustments~~internal ~~that~~control ~~might~~over ~~result~~financial ~~from~~reporting. ~~the~~Accordingly, ~~outcome~~we ofexpress ~~this~~no ~~uncertainty~~such opinion.

~~Basis~~Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for ~~Opinion~~our opinion.

~~These~~Critical ~~consolidated~~Audit financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Matters

WeCritical ~~conducted~~audit ~~our~~matters ~~audits~~are inmatters ~~accordance~~arising ~~with~~from the ~~standards of~~current ~~the PCAOB. Those standards require that we plan and perform the~~ period audit toof ~~obtain reasonable assurance about whether~~ the ~~consolidated~~ financial statements ~~are~~that ~~free~~were ofcommunicated ~~material misstatement, whether due to error~~ or ~~fraud. The Company is not~~ required to ~~have,~~be ~~nor~~communicated ~~were we engaged~~ to ~~perform,~~the an audit ofcommittee ~~its~~and ~~internal~~that ~~control~~(1) ~~over~~relate ~~financial~~to accounts ~~reporting.~~or Asdisclosures ~~part~~that ~~of our audits we~~ are ~~required~~material to ~~obtain~~the ~~an understanding of internal control over~~ financial ~~reporting~~statements ~~but~~and ~~not~~(2) ~~for~~involved ~~the~~our ~~purpose~~especially ofchallenging, ~~expressing~~subjective, anor ~~opinion on the effectiveness of the Company’s~~complex ~~internal~~judgements. ~~control~~We ~~over~~determined ~~financial~~that ~~reporting.~~there ~~Accordingly,~~are ~~we express~~ no ~~such~~critical ~~opinion~~audit matters.

~~Our~~/s/Bush ~~audits~~& ~~included~~Associates ~~performing~~CPA procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.LLC

~~/s/~~We ~~Turner,~~have ~~Stone~~served &as the Company,’s ~~LLP~~auditor since 2024.

WeHenderson, ~~have served as the Company’s auditor since 2020.~~Nevada

~~Dallas~~June 30, ~~Texas~~2025

PCAOB ~~July~~ID ~~10,~~Number ~~2024~~6797

F-1

Stemtech Corporation

Consolidated Balance Sheets

	As of December 31,
	December 31, 2024			December 31, 2023
	2023			2022
ASSETS
CURRENT ASSETS:
Cash	$	~~114~~255,~~166~~298		$	~~132~~114,~~487~~166
Accounts receivable, net		61269,~~494~~749			3461,~~767~~494
Inventory, net		48197,~~325~~355			~~158~~48,~~053~~325
Prepaid expenses and other current assets		~~176~~199,~~725~~344			~~287~~176,~~063~~725
TOTAL CURRENT ASSETS		~~400~~921,~~710~~746			~~612~~400,~~370~~710
Property and equipment, net		~~10,056~~–			2710,~~296~~056
Intangible assets, net		2,~~710~~376,~~568~~158			2,~~994~~710,~~000~~568
Long term deposits		23,708			23,065
Other long term assets		–			–
Operating lease right-of-use assets, net		70,820			142,801
Long term deposits		16,932			23,708
Operating lease right-of-use assets - net		–			70,820
Goodwill		467,409			467,409
TOTAL ASSETS	$	3,683,271		$	4,266,941
Intercompany		–			–
LIABILITIES AND STOCKHOLDERS’ DEFICIT
TOTAL ASSETS	$	3,782,245		$	3,683,271
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	24,~~708~~518,~~906~~391		$	32,~~396~~708,~~543~~906
Notes payable		12,~~889~~046,~~321~~001			~~446~~1,~~246~~889,321
Convertible debentures, net of discount		1,~~596~~769,~~960~~583			~~482~~1,~~885~~596,960
Operating lease liabilities, current		66,866			119,065
Operating lease liabilities - current		–			66,866
Deferred revenues		561,~~039~~463			3956,~~170~~039
Factoring liability		~~143~~673,~~944~~610			~~214~~143,~~249~~944
Derivative liabilities		–			2,717,633
Derivative liability		–			–
TOTAL CURRENT LIABILITIES		69,~~462~~009,~~036~~049			76,~~415~~462,~~791~~036
Operating lease liabilities, long term		–			23,068
Notes payable - Long term		–			–
TOTAL LIABILITIES		6,462,036			7,438,859
Operating lease liabilities - noncurrent		–			–
COMMITMENTS AND CONTINGENCIES (Note 12)		–			–
Other long term liabilities		–			–
STOCKHOLDERS’ DEFICIT
TOTAL LIABILITIES		9,009,049			6,462,036
Common stock - $0.001 par value; 400,000,000 shares authorized; 104,988,853 and 53,442,147 shares issued and outstanding as of December 31, 2023 and 2022, respectively		104,989			53,442
COMMITMENTS AND CONTINGENCIES (Note 10)					–
Additional paid in capital		24,726,722			19,391,400
STOCKHOLDERS’ EQUITY
Accumulated other comprehensive loss		190,503			(247,760	)
Common stock - $0.001 par value; 200,000,000 shares authorized; 135,756,053 and 104,988,853 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively		135,756			104,989
Accumulated deficit		(27,061,486	)		(21,631,241	)
Additional paid in capital		26,357,396			24,726,722
Stemtech Corporation stockholders’ deficit		(2,039,272	)		(2,434,159	)
Accumulated other comprehensive loss		(146,277	)		190,503
Non-controlling interest in subsidiaries		(739,493	)		(737,759	)
Accumulated deficit		(30,831,052	)		(27,061,486	)
TOTAL STOCKHOLDERS’ DEFICIT		(2,778,765	)		(3,171,918	)
Stemtech Corporation shareholders’ deficit		(4,484,176	)		(2,039,272	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	3,683,271		$	4,266,941
Non-controlling interest in subsidiaries		(742,628	)		(739,493	)
Net loss		–			–
TOTAL STOCKHOLDERS’ EQUITY		(5,226,804	)		(2,778,765	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,782,245		$	3,683,271

See accompanying Notes to Consolidated Financial Statements

F-2

Stemtech Corporation

Consolidated Statements of Operations and Comprehensive Loss

	For The Years Ended
	For The Twelve Months Ending
	December 31,
	2023			2022
	2024			2023
NET SALES	$	45,~~921~~053,~~531~~690		$	4,~~559~~921,~~399~~531
COST OF GOODS SOLD:
Cost of goods sold		~~731~~1,~~339~~216,413			1731,~~100,903~~339
Freight-in		~~270~~109,~~301~~931			63270,~~115~~301
TOTAL COST OF GOODS SOLD		1,~~001~~326,~~640~~344			1,~~164~~001,~~018~~640
GROSS PROFIT		3,~~919~~727,~~891~~346			3,~~395~~919,~~381~~891
OPERATING EXPENSES:
Commissions		1780,~~187,025~~772			1,~~047~~187,~~400~~027
Selling and marketing		~~504~~99,~~075~~178			~~533~~504,~~397~~075
General and administrative		65,~~439~~233,~~537~~823			6,~~837~~439,~~964~~537
Research and development		~~13,800~~–			–13,800
TOTAL OPERATING EXPENSES		86,~~144~~113,~~437~~773			8,~~418~~144,~~761~~439
OPERATING LOSS		(42,~~224~~386,~~546~~427	)		(54,~~023~~224,~~380~~548	)
OTHER INCOME (EXPENSE):
Change in fair value of derivative liability		~~1,488,686~~–			(31,~~223~~488,~~271~~686	)
Interest expense		(41,~~893~~579,~~033~~370	)		(4,~~097~~893,~~843~~033	)
Other income and expenses, net		1685,~~484~~363			716,~~928~~484
Gain on settlement of derivative liabilities		~~1,366,298~~–			–1,366,298
Gain on extinguishment of debt		814,132			3,799,356
Gain (loss) on extinguishment of debt		107,733			814,132
TOTAL OTHER EXPENSE, NET		(1,207,433	)		(3,513,830	)
Loss on disposal of assets		–			–
LOSS BEFORE INCOME TAXES		(5,431,979	)		(8,537,210	)
TOTAL OTHER INCOME (EXPENSE)		(1,386,274	)		(1,207,433	)
PROVISION FOR INCOME TAXES		–			(95,618	)
INCOME (LOSS) BEFORE INCOME TAXES		(3,772,701	)		(5,431,979	)
NET LOSS		(5,431,979	)		(8,632,828	)
PROVISION FOR INCOME TAXES		–			–
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(1,734	)		(87,905	)
NET LOSS		(3,772,701	)		(5,431,979	)
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(5,430,245	)	$	(8,544,923	)
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(3,135	)		(1,734	)
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(3,769,566	)	$	(5,430,245	)
Net loss per common share
Basic	$	(0.0703	)	$	(0.1907	)
Diluted	$	(0.0703	)	$	(0.1907	)
Shares used to compute loss per share
Basic	$	83118,~~469~~697,~~544~~641		$	4683,~~014~~469,~~138~~544
Diluted	$	83118,~~469~~697,~~544~~641		$	4683,~~014~~469,~~138~~544
Comprehensive loss
Net loss available to common stockholders	$	(5,430,245	)	$	(8,544,923	)
Net loss	$	(3,769,566	)	$	(5,430,245	)
Change in foreign currency translation adjustments		~~438~~(336,~~263~~780	)		~~182~~438,~~495~~263
Comprehensive loss available to common stockholders	$	(4,~~991~~106,~~982~~346	)	$	(84,~~362~~991,~~428~~982	)

See accompanying Notes to Consolidated Financial Statements

F-3

Stemtech Corporation

Consolidated Statements of Changes in Stockholders’ Deficit

For the Years Ended December 31, ~~2023~~2024 and ~~2022~~2023

	Common Stock				Additional					Accumulated Other Compre- hensive						Non-			Total
										Accumulated
	No. of Shares		Amount		Paid-in Capital		Accumulated Deficit			Income (Loss)			Sub total			controlling Interest			Stockholders’ Deficit
										Other						Non-			Total
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	)
	Common Stock				Additional		Accumulated			Comprehensive						controlling			Stockholders'
Stock based compensation		–		–		439,053		–			–			439,053			–			439,053
	No. of Shares		Amount		Paid-in Capital		Deficit			Income (Loss)			Subtotal			Interest			Deficit
Stock issued for services		3,584,344		3,586		3,553,546		–			–			3,557,132			–			3,557,132
Stock issued for cash		37,314		37		99,965		–			–			100,002			–			100,002
Conversion of convertible notes and accrued interest to common stock		4,114,816		4,114		823,886		–			–			828,000			–			828,000
Stock issued for loan extension		945,512		946		4,158,728		–			–			4,159,674			–			4,159,674
Shares issued as debt issuance cost		74,488		74		199,926		–			–			200,000			–			200,000
Foreign currency translation adjustment		–		–		–		–			182,495			182,495			–			182,495
Non-controlling interest		–		–		–		–			–			–			(87,905	)		(87,905	)
Net loss		–		–		–		(8,544,923	)		–			(8,544,923	)		–			(8,544,923	)
Balance at December 31, 2022		53,442,147	$	53,442	$	19,391,400	$	(21,631,241	)	$	(247,760	)	$	(2,434,159	)	$	(737,759	)	$	(3,171,918	)
Balance at December 31, 2022		53,442,147	$	53,442	$	19,391,400	$	(21,631,241	)	$	(247,760	)	$	(2,434,159	)	$	(737,759	)	$	(3,171,918	)
Stock based compensation		–		–		439,054		–			–			439,054			–			439,054
Stock issued for services		6,115,200		6,115		427,910		–			–			434,025			–			434,025
Conversion of convertible notes and accrued interest to common stock		30,371,836		30,372		2,373,081		–			–			2,403,453			–			2,403,453
Settlement of accrued liabilities for common stock		12,149,670		12,150		794,926		–			–			807,076			–			807,076
Stock issued for LFR Acquisition		2,400,000		2,400		269,520		–			–			271,920			–			271,920
Reclassification of derivative liabilities to APIC		–		–		1,011,451		–			–			1,011,451			–			1,011,451
Stock issued for loan extension		510,000		510		19,380		–			–			19,890			–			19,890
Issuance of stock for cancellation of options		510,000		510		19,380								19,890						19,890
Foreign currency translation adjustment		–		–		–		–			438,263			438,263			–			438,263
Non-controlling interest		–		–		–		–			–			–			(1,734	)		(1,734	)
Loss attributable to non-controlling interests		–		–		–		–			–			–			(1,734	)		(1,734	)
Net loss		–		–		–		(5,430,245	)		–			(5,430,245	)		–			(5,430,245	)
Balance at December 31, 2023		104,988,853	$	104,989	$	24,726,722	$	(27,061,486	)	$	190,503		$	(2,039,272	)	$	(739,493	)	$	(2,778,765	)

See accompanying Notes to Consolidated Financial Statements

Balance at December 31, 2023	104,988,853	$	104,989	$	24,726,722	$	(27,061,486	)	$	190,503		$	(2,039,272	)	$	(739,493	)	$	(2,778,765	)
Stock based compensation	–		–		440,256		–			–			440,256			–			440,256
Stock issued for services	18,775,140		18,775		727,599		–			–			746,374			–			746,374
Conversion of convertible notes and accrued interest to common stock	11,992,060		11,993		462,819		–			–			474,812			–			474,812
Settlement of accrued liabilities for common stock	–		–		–		–			–			–			–			–
Stock issued for LFR Acquisition	–		–		–		–			–			–			–			–
Reclassification of derivative liabilities to APIC	–		–		–		–			–			–			–			–
Foreign currency translation adjustment	–		–		–		–			(336,780	)		(336,780	)		–			(336,780	)
Non-controlling interest	–		–		–		–			–			–			(3,135	)		(3,135	)
Net loss	–		–		–		(3,769,566	)		–			(3,769,566	)		–			(3,769,566	)
Balance at December 31, 2024	135,756,053	$	135,756	$	26,357,396	$	(30,831,052	)	$	(146,277	)	$	(4,484,176	)	$	(742,628	)	$	(5,226,804	)

~~F-4~~See accompanying Notes to Consolidated Financial Statements

~~Stemtech Corporation~~F-4

~~Consolidated~~Stemtech ~~Statements of Cash Flows~~Corporation

	For the Years Ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5,431,979	)	$	(8,632,828	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		587,797			447,386
Amortization of right of use asset		71,981			–
Stock compensation expense		439,054			3,996,187
Non-cash interest expense from issuance on debt (derivative)		1,623,579			–
Amortization of debt discount		2,797,403			2,428,539
Amortization due to conversion/redemptions		–			1,457,542
Change in fair value of derivative liabilities		(1,488,686	)		3,223,271
Gain on settlement of derivative liabilities		(1,366,298	)		–
Stock issued for loan extension		19,890			–
Stock issued for services		434,025			–
Gain on extinguishment of debt		(814,132	)		(3,799,356	)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		(26,727	)		(24,047	)
Inventory		109,728			278,352
Prepaid expenses and other current assets		110,338			37,645
Accounts payable and accrued expenses		957,056			(683,058	)
Long term deposits		(643	)		15,627
Operating lease liabilities		(75,267	)		(1,378	)
Deferred revenues		16,869			39,170
Net cash used in operating activities		(2,036,012	)		(1,216,948	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		2,236,000			611,266
Repayment of note payable		(466,872	)		(586,783	)
Net (repayments) proceeds from factoring arrangement		(189,700	)		214,249
Stock issued for cash		–			100,002
Net cash provided by financing activities		1,579,428			338,734
Effects of currency translation on cash		438,263			182,495
Net decrease in cash		(18,321	)		(695,719	)
Cash, beginning of year		132,487			828,206
Cash, end of year	$	114,166		$	132,487
Supplemental disclosure cash flow information:
Cash paid for interest	$	6,821		$	36,205
Cash paid for income taxes	$	–		$	–
Supplemental disclosure of non-cash investing and financing activities:
Stock issued for LFR Acquisition	$	271,920		$	–
Issuance of common stock for conversion of debt	$	2,403,453		$	828,000
Shares issued as debt discount	$	–		$	200,000
Settlement of accrued liabilities for common stock	$	807,076		$	–
Reclassification of derivative liabilities to APIC	$	1,011,451		$	–

Consolidated Statements of Cash Flows

See accompanying Notes to Consolidated Financial Statements


	For the year Ended December 31,
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,772,701	)	$	(5,431,979	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		344,466			587,797
Amortization of right of use asset		70,820			71,981
Operating lease liabilities		(66,866	)		–
Stock compensation expense		440,256			439,054
Non-cash interest expense from issuance on debt (derivative)		–			1,623,579
Amortization of debt discount		362,404			2,797,403
Change in fair value of derivative liabilities		–			(1,488,686	)
Gain (loss) on settlement of derivative liabilities		–			(1,366,298	)
Cancellation of shares returned by shareholders		–			19,890
Stock issued for services		746,374			434,025
(Gain) loss on extinguishment of debt		(107,733	)		(814,132	)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		(208,255	)		(26,727	)
Inventory		(149,030	)		109,728
Prepaid expenses and other current assets		(22,619	)		110,338
Accounts payable and accrued expenses		1,809,486			957,056
Long term deposits		6,776			(643	)
Operating lease liabilities		–			(75,267	)
Deferred revenues		(54,576	)		16,869
Net cash used in operating activities		(601,198	)		(2,036,012	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		–			–
Net cash used in investing activities		–			–

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		274,689			2,236,000
Net proceeds from factoring arrangement		529,667			(189,700	)
Repayment of note payable		(282,034	)		(466,872	)
Stock issued for cash		474,812			–
Proceeds from note payable - related parties		81,976			–
Net cash provided (used) by financing activities		1,079,110			1,579,428

Effects of currency translation on cash		(336,780	)		438,263

Net increase (decrease) in cash		141,132			(18,321	)

Cash, beginning of period		114,166			132,487

Cash, end of period	$	255,298		$	114,166

Supplemental disclosure cash flow information:
Cash paid for interest	$	6,821		$	6,821
Cash paid for income taxes	$	–		$	–

Supplemental noncash transactions
Stock issued for LFR Acquisition	$	–		$	271,920
Issuance of common stock for conversion of debt	$	–		$	2,403,453
Settlement of accrued liabilities for common stock	$	–		$	807,076
Reclassification of derivative liabilities to APIC	$	–		$	1,011,451
Recognition of right of use asset - operating lease	$	–		$	–

~~F-5~~See accompanying Notes to Consolidated Financial Statements

~~STEMTECH CORPORATION~~F-5

~~NOTES~~STEMTECH ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~CORPORATION

~~DECEMBER~~NOTES ~~31,~~TO ~~2023~~CONSOLIDATED FINANCIAL STATEMENTS

~~Note~~DECEMBER 131, ~~– Organization and Basis of Presentation~~2024

~~Stemtech~~Note ~~Corporation~~1 ~~and~~– ~~its~~Organization Subsidiaries (collectively, the “Company”) was incorporated in the State of Nevada, USA on September 4, 2009 under the previous name Globe Net Wireless Corp. On November 19, 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, 2022, FINRA gave final approval for said name change, as evidenced by the 8-K filed~~Basis 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 its 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 Company’s subsidiaries and through independent distributors. The Company markets its products under the following brands: RCM System, stemrelease3™, Stemflo® MigraStem™ and OraStem® (Oral Health Care), and Cellect One™ Rapid Renew Stem Cell Peptide Night Cream.Presentation

OnStemtech ~~August~~Corporation ~~19,~~and ~~2021~~its Subsidiaries (collectively, ~~Stemtech~~the ~~Corporation (~~“~~Stemtech~~Company”)~~, a~~ ~~Delaware~~was ~~corporation,~~incorporated ~~entered~~in ~~into~~the aState ~~Merger~~of ~~Agreement~~Nevada, ~~(the~~USA ~~“Merger~~on ~~Agreement”)~~September ~~with~~4, 2009 under the previous name Globe Net Wireless Corp. ~~(“Globe~~On November 19, 2021, the Company adopted an Amendment to its Articles changing the name of the Corporation ~~Net”~~to orStemtech ~~“GNTW”).~~Corporation ~~The~~in ~~merger~~the ~~was~~state ~~accounted~~of Nevada, and on April 14, 2022, FINRA gave final approval for said name change, as evidenced by the 8-K filed that date. Stemtech is a ~~reverse~~global ~~acquisition~~network ~~and~~marketing ~~recapitalization~~company inthat ~~accordance~~develops science-based products that it believes supports ~~with~~wellness by helping the ~~Financial~~body ~~Accounting~~maintain ~~Standards~~healthy ~~Board~~stem ~~(“FASB”)~~cell ~~Accounting~~physiology, ~~Standards~~also ~~Codification~~known ~~(“ASC”)~~as ~~805,~~stem ~~Business Combinations~~cell enhancers. ~~Management~~Known ~~evaluated~~as the ~~guidance~~Stem ~~contained~~Cell Nutrition Company®, the Company is a pioneer in ~~ASC~~stem ~~805~~cell ~~with~~science, ~~respect~~and tobelieves it can demonstrate that adult stem cells function as the ~~identification~~natural renewal system of the ~~acquirer~~body. inThe Company believes its products enhance and support the ~~merger~~work of the body’s stem cells by releasing ~~and~~more ~~concluded~~stem cells, ~~based~~helping onto acirculate ~~consideration~~them ofin the ~~pertinent~~blood ~~facts~~ and ~~circumstances~~migrate them into tissues, ~~that~~where ~~Stemtech~~they ~~acquired~~can ~~Globe~~perform ~~Net~~their ~~for~~daily ~~financial~~function ~~accounting~~of ~~purposes~~renewal for optimal health. OnOur ~~November~~mission 9,is ~~2021,~~to enhance wellness and prosperity around the world. These products are marketed internationally by the Company’s ~~changed~~subsidiaries and through independent distributors. The Company markets its ~~fiscal~~products ~~year~~under ~~end~~the ~~from~~following abrands: RCM ~~fiscal~~System, ~~year~~stemrelease3™, ~~end~~Stemflo® ofMigraStem™ ~~August~~and 31OraStem® to(Oral aHealth ~~calendar~~Care), ~~year~~and ~~end~~Cellect ofOne™ ~~December~~Rapid Renew 31Stem Cell Peptide Night Cream.The Company introduced Cellect One® Shield HOCL – (Hypochlorous Acid) skin care product.

~~The~~On ~~consolidated~~August ~~financial~~19, ~~statements~~2021, ~~include~~Stemtech Corporation (“Stemtech”), a Delaware corporation, entered into a Merger Agreement (the ~~accounts~~“Merger ofAgreement”) ~~Stemtech~~with Globe Net Wireless Corp. (~~Parent~~“Globe Net” or “GNTW”). The merger was accounted for as a reverse acquisition and ~~its~~recapitalization in accordance with the Financial Accounting Standards Board (12“FASB”) ~~subsidiaries:~~Accounting Standards Codification (“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 from a fiscal year end of August 31 to a calendar year end of December 31.

1.The ~~Stemtech~~consolidated ~~HealthSciences~~financial ~~Corp~~statements include ~~(U.S.A.)~~the ~~(“Stemtech~~accounts ~~HealthSciences”)~~of ~~– 100% 2.~~ Stemtech ~~Canada, Inc.~~ (~~“Canada”~~Parent) –and ~~100%~~its 3.thirteen ~~Stemtech Health Sciences S. de R.L. de C.V.~~ (~~“Mexico”~~13) – 100% 4. Stemtech Services SARL de C.V. (Mexico) (“Stemtech Mexico”) – 100% 5. Stemtech Malaysia Holdings Sdn. Bhd. (“Malaysia Holdings”) – 100% 6. Stemtech Malaysia Sdn. Bhd. (“Malaysia”) – 70% 7. Stemtech Taiwan Holding, Inc. (“Taiwan”) – 100% 8. Stemtech Taiwan Branch – 100% 9. Tecrecel S.A. (“Ecuador”) – 100% 10. Food & Health Tech Foodhealth SA (“Ecuador FHTFH”) – 100% 11. Life Factor Research (“LFR”) – 100% 12. Stemtech IP Holdings, LLC – 100%subsidiaries:

~~Note~~1. Stemtech HealthSciences Corp (U.S.A.) (“Stemtech HealthSciences”) 2. —Stemtech ~~Summary~~IP ofHoldings, ~~Significant~~LLC ~~Accounting Policies~~(U.S.A.) 3. Stemtech Canada, Inc. (“Canada”) 4. Stemtech Health Sciences S. de R.L. de C.V. (“Mexico”) 5. Stemtech Services SARL de C.V. (Mexico) (“Stemtech Mexico”) 6. Tecrecel Mexico SA de CV (“TME”) 7. Stemtech Malaysia Holdings Sdn. Bhd. (“Malaysia Holdings”) 8. Stemtech Malaysia Sdn. Bhd. (“Malaysia”) 9. Stemtech Taiwan Holding, Inc. (“Taiwan”) 10. Stemtech Taiwan Branch 11. Tecrecel S.A. (“Ecuador”) 12. Food & Health Tech Foodhealth SA (“FHT Ecuador”) 13. Life Factor Research (“LFR”)

~~Basis of Presentation~~F-6

~~The~~Note ~~consolidated~~2 ~~financial~~— ~~statements~~Summary of ~~the Company~~Significant ~~have~~Accounting been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and considering the requirements of the United States Securities and Exchange Commission (“SEC”). All intercompany accounts and transactions have been eliminated in consolidation.Policies

~~F-6~~Basis of Presentation

~~Going~~The ~~Concern~~consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and considering the requirements of the United States Securities and Exchange Commission (“SEC”). All intercompany accounts and transactions have been eliminated in consolidation.

~~The~~Going accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.Concern

The ~~Company~~accompanying ~~has~~consolidated ~~experienced recurring net losses~~financial ~~and~~statements ~~negative~~have ~~cash~~been ~~flows~~prepared ~~from~~on ~~operations~~a ~~since~~going ~~inception~~concern ~~and~~basis ~~has an accumulated deficit~~ of ~~approximately~~accounting, ~~$27.1~~which ~~million~~contemplates ~~and~~continuity ~~a working capital deficiency~~ of ~~approximately $6.1 million at December 31~~operations, ~~2023.~~realization ~~The~~of ~~Company has funded its activities to date almost exclusively from debt~~assets and ~~equity~~classification ~~financing.~~of ~~These~~liabilities ~~conditions~~and ~~raise~~commitments ~~substantial~~in ~~doubt about~~ the ~~Company’s~~normal ~~ability~~course toof ~~continue as a going concern~~business. The ~~Company will~~accompanying ~~continue~~consolidated tofinancial ~~require~~statements do ~~substantial~~not ~~funds~~reflect toany ~~implement~~adjustments ~~its~~relating ~~new investment acquisition plans. Management’s plans in order~~ to ~~meet its~~the ~~operating~~recoverability ~~cash~~and ~~flow~~classification ~~requirements~~of ~~include~~recorded ~~financing~~asset ~~activities~~amounts ~~such~~or asthe ~~private~~amounts ~~placements~~and classifications of ~~its~~liabilities ~~common~~that ~~stock,~~might ~~preferred~~result ~~stock~~if ~~offerings, and~~the ~~issuances~~Company ofis ~~debt~~unable ~~and~~to ~~convertible~~continue ~~debt~~as ~~instruments~~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 $30.8 million and a working capital deficiency of approximately $8.1 million at December 31, 2024. The Company has funded its activities to date almost exclusively from debt and equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ~~for~~Company ~~the~~will ~~next~~continue ~~twelve~~to ~~months~~require ~~from~~substantial ~~the~~funds ~~issuance~~to ofimplement ~~these~~its ~~consolidated~~new ~~financial~~investment ~~statements~~acquisition ~~depends~~plans. onManagement’s ~~its~~plans ~~ability~~in order to ~~execute~~ meet its ~~business~~operating ~~plan,~~cash ~~increase~~flow ~~revenue,~~requirements ~~and~~include ~~reduce~~financing ~~expenditures.~~activities ~~The~~such ~~Company~~as ~~has~~private ~~reduced~~placements of its ~~labor~~common ~~force~~stock, ~~cut out significant~~preferred ~~overhead~~stock offerings, and ~~increased~~issuances ~~sales~~of indebt ~~attempts~~and toconvertible ~~address~~debt ~~the above~~instruments.

~~Use~~The Company’s ability to continue as a going concern for the next twelve months from the issuance of ~~Estimates~~these consolidated financial statements depends on its ability to execute its business plan, increase revenue, and reduce expenditures. The Company has reduced its labor force, cut out significant overhead and increased sales in attempts to address the above.

~~The~~Use ~~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.Estimates

~~Cash~~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.

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 December 31, 2023 and 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.Cash

~~Inventory~~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 cash equivalents $255,298 and $114,166 as of December 31, 2024 and 2023. 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 is comprised of finished goods and raw materials and is valued at the lower of cost or market, using the “first~~F-in, first-out” method in determining cost. Management evaluates the allowance for inventory obsolescence on a regular basis and has determined that no allowance for slow moving or obsolete inventory is necessary as at December 31, 2023 and 2022.7

~~F-7~~Inventory

~~Intangible~~Inventory ~~Assets~~is comprised of finished goods and ~~Goodwill~~raw materials and is valued at the lower of cost or market, using the “first-in, first-out” method in determining cost. Management evaluates the allowance for inventory obsolescence on a regular basis and has determined that no allowance for slow moving or obsolete inventory is necessary as at December 31, 2024 and 2023.

~~The~~Intangible ~~estimated~~Assets ~~fair values of acquired intangibles are generally determined based upon future economic benefits such as earnings~~ and cash flows. Acquired identifiable intangible assets are recorded at fair value and are amortized over their estimated useful lives. Acquired intangible assets with an indefinite life are not amortized but are reviewed for impairment at least annually or more frequently whenever events or changes in circumstances indicate that the carrying amounts of those assets are below their estimated fair values. Impairment is tested under ASC 350, Intangibles - Goodwill ~~and Other.~~

~~Goodwill~~The ~~represents~~estimated ~~the~~fair ~~excess~~values of ~~the~~acquired intangibles ~~purchase~~are ~~price~~generally ~~over~~determined ~~the~~based ~~fair value~~upon offuture ~~the~~economic ~~net~~benefits ~~tangible~~such ~~and~~as ~~intangible~~earnings ~~assets~~and ~~acquired~~cash ~~in a business combination~~flows. ~~Goodwill~~Acquired isidentifiable ~~not amortized but is tested for impairment~~intangible ~~annually~~assets orare ~~more~~recorded ~~frequently~~at iffair ~~events~~value orand ~~changes~~are inamortized ~~circumstances~~over ~~indicate~~their ~~that~~estimated ~~the~~useful ~~asset may be impaired~~lives. ~~The~~Acquired ~~fair~~intangible ~~value~~assets ofwith ~~the~~an ~~reporting~~indefinite life ~~unit~~are isnot ~~evaluated~~amortized onbut ~~qualitative~~are ~~factors~~reviewed tofor ~~determine~~impairment ifat ~~the~~least ~~reported~~annually ~~value~~or ~~may~~more befrequently ~~impaired.~~whenever Ifevents ~~the~~or ~~qualitative~~changes ~~factors~~in ~~indicate~~circumstances ~~a likelihood~~indicate ofthat ~~impairment,~~the ~~we then evaluate~~ carrying ~~value~~amounts of ~~the~~those ~~reporting~~assets ~~unit~~are ~~based~~below ontheir ~~quantitative~~estimated ~~factors~~fair ~~using the income approach~~values. AnImpairment ~~impairment charge~~ is ~~recognized~~tested ~~for~~under ~~the~~ASC ~~excess~~350, ofIntangibles ~~the~~- Goodwill ~~carrying~~and ~~value of goodwill for the reporting unit over its implied fair value~~Other.

~~Notes~~Goodwill ~~Payable~~represents the excess of the purchase price over the fair value of the net tangible and ~~Convertible~~intangible assets acquired in a business combination. Goodwill is not ~~Debentures~~amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The fair value of the reporting unit is evaluated on qualitative factors to determine if the reported value may be impaired. If the qualitative factors indicate a likelihood of impairment, we then evaluate carrying value of the reporting unit based on quantitative factors using the income approach. An impairment charge is recognized for the excess of the carrying value of goodwill for the reporting unit over its implied fair value.

U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable U.S. GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, Distinguishing Liabilities From Equity. See Note 6 – Notes Payable and Convertible Debentures

~~Factoring~~U.S. ~~Liability~~GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable U.S. GAAP with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, Distinguishing Liabilities From Equity. See Note 6 – Notes Payable and Convertible Debentures

WeFactoring have entered into factoring agreements with various financial institutions to receive cash for our future revenues. These transactions are treated as a debt instrument and are accounted for as a liability because the Company makes weekly payments towards the balance and fees. We utilize factoring arrangements as an integral part of our financing for working capital. Any change in the availability of these factoring arrangements could have a material adverse effect on our consolidated financial condition. See Note 6 – Notes Payable and Convertible Debentures.Liability

~~Derivative~~We ~~Liabilities~~have entered into factoring agreements with various financial institutions to receive cash for our future revenues. These transactions are treated as a debt instrument and are accounted for as a liability because the Company makes weekly payments towards the balance and fees. We utilize factoring arrangements as an integral part of our financing for working capital. Any change in the availability of these factoring arrangements could have a material adverse effect on our consolidated financial condition. See Note 6 – Notes Payable and Convertible Debentures.

~~The~~Derivative Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.Liabilities

The Company’s ~~freestanding~~classifies ~~derivatives~~as equity ~~consisted~~any ofcontracts ~~warrants~~that: to(i) ~~purchase~~require ~~common~~physical ~~stock~~settlement ~~that~~or ~~were~~net-share ~~issued~~settlement; inor ~~connection~~(ii) ~~with~~provide the ~~issuance~~Company with a choice of ~~debt~~net-cash ~~and~~settlement or ~~the~~settlement ~~sale~~in ofits ~~common~~own shares~~, and~~ of(physical ~~embedded~~settlement ~~conversion~~or ~~options~~net-share ~~within~~settlement) ~~convertible~~providing ~~notes~~that such contracts are indexed to the Company’s own stock. The Company ~~evaluated~~classifies ~~these~~as ~~derivatives~~assets toor ~~assess~~liabilities ~~their~~any ~~proper~~contracts ~~classification~~that: (i) require net-cash settlement (including a requirement into net cash settle the ~~accompanying~~contract ~~consolidated~~if ~~balance~~an ~~sheet~~event asoccurs ofand ~~December~~if ~~31,~~that ~~2023~~event ~~and~~is ~~2022~~outside ~~using~~the Company’s control); or (ii) gives the ~~applicable~~counterparty a ~~classification~~choice ~~criteria~~of ~~enumerated~~net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification ~~under~~of ~~ASC~~its ~~815,~~common ~~Derivatives~~stock purchase warrants and ~~Hedging.~~other ~~See~~freestanding ~~Note~~derivatives 7at –each ~~Derivative~~reporting ~~Liabilities~~date to determine whether a change in classification between assets and liabilities is required.

~~Impairment~~The Company’s freestanding derivatives consisted of ~~Long-Lived~~warrants ~~Assets~~to purchase common stock that were issued in connection with the issuance of debt and the sale of common shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the accompanying consolidated balance sheet as of December 31, 2024 and 2023 using the applicable classification criteria enumerated under ASC 815, Derivatives and Hedging. See Note 7 – Derivative Liabilities

~~The Company assesses, on an annual basis, the recoverability of the carrying amount of intangible assets and long~~F-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.8

FImpairment of Long-8Lived Assets

~~Revenue~~The ~~Recognition~~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.

ItRevenue 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.Recognition

It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 Revenues from ~~direct~~Contracts ~~retail~~with ~~sales~~Customers. toFive ~~consumers~~basic steps ~~and~~must ~~revenues~~be ~~from~~followed ~~independent~~before ~~distributors~~revenue ~~occur~~can ~~when~~be ~~title~~recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; ~~risk~~(2) ofIdentifying ~~loss~~the ~~has~~performance ~~passed~~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 ~~generally~~an ~~occurs~~entity atexpects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the ~~time~~transaction price to the ~~products~~performance obligations ~~are~~in ~~shipped.~~the ~~Revenues~~contract, ~~are~~which ~~recorded~~requires ~~net~~the Company to allocate the transaction price to each performance obligation on the basis of ~~estimated~~the ~~sales~~relative standalone ~~returns~~selling prices of each distinct good or services promised in the contract; and ~~allowances~~(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.

~~Allowances~~Revenues ~~for~~from ~~product~~direct ~~returns~~retail ~~are provided at~~sales ~~the~~to ~~time~~consumers ~~the~~and ~~sale~~revenues isfrom ~~recorded.~~independent ~~This~~distributors ~~liability~~occur iswhen ~~based~~title ~~upon historic return rates~~ and ~~the~~risk ~~relevant~~of ~~return~~loss ~~pattern~~has passed, which ~~reflects~~generally ~~anticipated returns~~occurs toat bethe ~~received~~time the ~~over~~products aare ~~period~~shipped. ofRevenues upare torecorded ~~one~~net ~~year following the original sale. As~~ of ~~both~~estimated ~~December 31, 2023 and 2022, the Company had a reserve for~~ sales returns ~~of approximately $0~~ and ~~$7,000, which is included in accrued liabilities in the accompanying consolidated balance sheets~~allowances.

~~Comprehensive~~Allowances for product returns ~~Loss~~are provided at the time the sale is recorded. This liability is based upon historic return rates and the relevant return pattern, which reflects anticipated returns to be received over a period of up to one year following the original sale. As of both December 31, 2024 and 2023, the Company had a reserve for sales returns of approximately $0 and $7,000, which is included in accrued liabilities in the accompanying consolidated balance sheets.

~~The~~We ~~other~~offer ~~comprehensive~~various ~~loss~~incentives ~~in the~~to ~~accompanying~~our ~~consolidated~~IBPs, ~~financial~~such ~~statements~~as ~~relates~~volume tobonuses, ~~the~~commissions, ~~net~~and ~~loss~~promotional discounts. These are considered part of ~~the~~variable ~~Company~~consideration ~~for~~and are estimated at the ~~respective~~time ~~period~~of assale. ~~well~~The ~~as unrealized~~estimate ~~foreign~~is ~~currency~~based ~~translation~~on ~~adjustments~~historical trends and our current compensation plans and is recognized as a reduction to revenue.

~~Foreign~~Breakage ~~Currency~~refers ~~Translation~~to unused credits, promotional balances, or rewards that are not expected to be redeemed. We estimate the amount of breakage using historical data and recognize the related income over time, as it becomes clear that these amounts won’t be used.

AWe ~~portion~~regularly ofmonitor ~~the Company’s business operations~~and ~~occur~~update ~~outside~~these ~~the~~estimates ~~United~~to ~~States.~~ensure ~~The~~our 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 consolidated balance sheet dates, revenue ~~and~~ ~~expenses~~recognition ~~are~~remains ~~translated~~accurate ~~at weighted-average exchange rates~~ and ~~stockholders’~~consistent ~~deficit~~with isaccounting ~~recorded at historical exchange rates~~standards. The resulting foreign currency translation adjustments are recorded as a separate component of stockholders’ deficit in the consolidated balance sheets and as a component of comprehensive loss. Transaction gains and losses are included in other income (expense), net in the consolidated statements of operations and comprehensive loss.

~~Leases~~Comprehensive Loss

InThe ~~February~~other ~~2016,~~comprehensive loss in the ~~FASB~~accompanying ~~issued~~consolidated ~~ASC~~financial ~~842,~~statements ~~Leases, (“ASC~~relates ~~842”)~~ to ~~increase transparency and comparability among organizations by requiring~~ the ~~recognition~~net ofloss ~~right-~~of~~-use~~ ~~(“ROU”) assets and lease liabilities on~~ the ~~balance~~Company ~~sheet~~ for leases previously classified as operating leases. The Company adopted ASC 842 effective January 1, 2022 and recognized and measured operating leases existing at, or entered into after, January 1, 2021 (the ~~beginning~~respective ~~of the earliest comparative~~ period ~~presented)~~as ~~using~~well aas ~~modified retrospective approach, with certain practical expedients available (see Note~~unrealized ~~5).~~foreign ~~The~~currency ~~Company’s~~translation ~~accounting for finance leases under ASC 842 remained substantially unchanged,~~adjustments.

F-9

InForeign ~~accordance~~Currency with ASC 842, the Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent the Company’s right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of future lease payments, the Company estimates the incremental borrowing rates corresponding to the reasonably certain lease term. If the estimate of the Company’s incremental borrowing rate was changed, the operating lease assets and liabilities could differ materially.Translation

~~Finance~~A ~~lease~~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 ~~recognized at~~translated ~~the~~into ~~lease~~U.S. ~~commencement~~Dollars ~~date~~at exchange rates existing at the ~~present~~consolidated ~~value~~balance ofsheet ~~the~~dates, revenue ~~future~~and ~~lease~~expenses ~~payments~~are ~~not~~translated ~~yet~~at ~~paid~~weighted-average ~~using~~exchange ~~the~~rates ~~Company~~and stockholders’s ~~incremental~~deficit ~~borrowing~~is recorded at historical exchange ~~rate,~~rates. ~~Assets~~The ~~acquired~~resulting ~~under~~foreign ~~finance~~currency ~~lease~~translation adjustments are ~~included~~recorded as a separate component of stockholders’ deficit in ~~property~~the consolidated balance sheets and ~~equipment,~~as ~~while~~a ~~finance~~component ~~lease~~of ~~obligations~~comprehensive loss. Transaction gains and losses are included in other ~~current~~ ~~liabilities~~income ~~and~~(expense), net ~~other~~in ~~long-~~the ~~term~~consolidated ~~liabilities~~statements onof ~~the~~operations ~~consolidated~~and ~~balance~~comprehensive ~~sheets~~loss.

~~Income Tax~~Leases

~~The~~In ~~Company~~February ~~accounts~~2016, ~~for~~the ~~income~~FASB ~~taxes in~~issued ~~accordance with~~ ASC 74842, ~~Income Taxes. Accordingly~~Leases, ~~deferred~~(“ASC ~~income~~842”) ~~taxes~~to ~~are~~increase ~~determined~~transparency ~~utilizing~~and ~~the~~comparability ~~asset~~among ~~and~~organizations ~~liability method~~by ~~based~~requiring on the ~~estimated~~recognition ~~future~~of right-of-use ~~tax~~(“ROU”) ~~effects~~assets ofand ~~differences~~lease ~~between~~liabilities on the ~~financial~~balance ~~accounting~~sheet ~~and~~for ~~the~~leases ~~tax~~previously ~~bases~~classified ofas ~~assets~~operating ~~and~~leases. ~~liabilities~~The ~~under~~Company ~~the~~adopted ~~applicable~~ASC ~~tax~~842 ~~law.~~effective ~~Deferred~~January ~~tax~~1, ~~balances~~2022 ~~are~~and ~~computed~~recognized ~~using~~and ~~the~~measured ~~enacted~~operating ~~tax~~leases ~~rates~~existing ~~expected~~at, toor beentered ininto ~~effect~~after, ~~when~~January ~~these~~1, ~~differences~~2021 ~~reverse.~~(the ~~Valuation~~beginning ~~allowances~~of ~~with~~the ~~respect~~earliest tocomparative ~~deferred~~period ~~tax~~presented) ~~assets~~using ~~are~~a ~~provided~~modified ~~for,~~retrospective ~~if necessary~~approach, towith ~~reduce~~certain practical ~~deferred~~expedients ~~tax~~available ~~assets~~(see toNote ~~amounts~~5). ~~more~~The ~~likely~~Company’s ~~than~~accounting ~~not~~for tofinance beleases ~~realized.~~under ASC 842 remained substantially unchanged,

~~The~~In ~~Company~~accordance ~~accounts~~with ~~for~~ASC ~~uncertain~~842, ~~tax~~the ~~positions~~Company indetermines ~~accordance~~if ~~with~~an ~~ASC~~arrangement ~~Topic~~is ~~740-10,~~a ~~which~~lease ~~prescribes~~at ~~detailed~~inception. ~~guidance~~Operating ~~for~~lease ~~the~~assets ~~financial~~and ~~statement~~liabilities ~~recognition,~~are recognized at the lease commencement ~~measurement~~date. ~~and~~Operating ~~disclosure~~lease liabilities represent the present value of ~~uncertain~~lease ~~tax~~payments ~~positions~~not ~~recognized~~yet inpaid. anOperating ~~enterprise~~lease assets represent the Company’s right ~~financial~~to ~~statements.~~use ~~According~~an tounderlying ~~ASC Topic~~asset ~~740-10,~~and ~~tax~~are ~~positions~~based ~~must~~upon ~~meet~~the aoperating ~~more-likely-than-not~~lease ~~recognition~~liabilities ~~threshold.~~adjusted ~~The~~for ~~Company’s~~prepayments ~~accounting~~or ~~policy~~accrued islease topayments, ~~classify~~initial ~~interest~~direct ~~and~~costs, ~~penalties~~lease ~~relating~~incentives, toand ~~uncertain~~impairment ~~tax~~of ~~positions~~operating ~~under~~lease ~~income~~assets. ~~taxes,~~To ~~however~~determine the ~~Company~~present ~~did~~value ~~not~~of ~~recognize~~future ~~such~~lease payments, ~~items~~the inCompany ~~its~~estimates ~~fiscal~~the ~~2023~~incremental ~~and~~borrowing ~~2022~~rates ~~consolidated~~corresponding ~~financial~~to ~~statements~~the ~~and~~reasonably ~~did~~certain ~~not~~lease ~~recognize~~term. ~~any~~If ~~liability~~the ~~with~~estimate ~~respect~~of tothe ~~unrecognized~~Company’s ~~tax~~incremental ~~positions~~borrowing inrate ~~its~~was ~~consolidated~~changed, ~~balance~~the ~~sheet~~operating lease assets and liabilities could differ materially.

~~Business~~Finance ~~Combinations~~lease assets and liabilities are recognized at the lease commencement date at the present value of the future lease payments not yet paid using the Company’s incremental borrowing rate, Assets acquired under finance lease are included in property and equipment, while finance lease obligations are included in other current liabilities and other long- term liabilities on the consolidated balance sheets.

~~The~~Income Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired, net of liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.Tax

~~Fair~~The ~~Value~~Company accounts for income taxes in accordance with ASC 74, Income Taxes. Accordingly, deferred income taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between financial accounting and the ~~Acquired~~tax ~~Assets~~bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected to be in effect when these differences reverse. Valuation allowances with respect to deferred tax assets are provided for, if necessary, to reduce deferred tax assets to amounts more likely than not to be realized.

The Company ~~accounted~~accounts for ~~the~~uncertain tax ~~acquisitions~~positions ~~discussed~~ in ~~Note~~accordance 4with asASC ~~business~~Topic ~~combinations~~740-10, ~~using~~which prescribes detailed guidance for the ~~acquisition~~financial ~~method~~statement recognition, measurement and disclosure of ~~accounting~~uncertain astax ~~prescribed~~positions recognized in ~~ASC~~an ~~805~~enterprise’s ~~and~~financial ~~ASC 820~~statements. InAccording ~~accordance~~to ~~with~~ ASC ~~805~~Topic ~~and~~740-10, ~~ASC~~tax positions ~~820,~~must ~~the~~meet a more-likely-than-not recognition threshold. The Company’s ~~assigned~~accounting ~~fair~~policy ~~value~~is to ~~the~~classify ~~tangible~~interest and ~~intangible~~penalties relating ~~assets~~to ~~acquired,~~uncertain ~~identifiable~~tax ~~intangible~~positions ~~assets~~under ~~and liabilities~~income ~~assumed~~taxes, ashowever of the ~~acquisition~~Company ~~dates.~~did ~~Goodwill~~not asrecognize ofsuch ~~the~~items ~~acquisition~~in ~~date~~its isfiscal ~~measured~~2024 asand ~~the~~2023 ~~excess~~consolidated financial ofstatements ~~purchase~~and ~~consideration over~~did ~~the~~not ~~fair~~recognize ~~value~~any ofliability ~~tangible~~with ~~and~~respect ~~identifiable~~to ~~intangible~~unrecognized ~~assets~~tax ~~acquired~~positions ~~and~~in ~~liabilities~~its ~~assumed~~consolidated balance sheet.

F-10

~~Segment~~Business ~~Information~~Combinations

The Company ~~manages~~allocates ~~its~~the fair ~~operations~~value inof ~~three~~purchase ~~geographic~~consideration ~~segments~~to ~~for~~the tangible and intangible assets acquired, net of liabilities assumed, based on their estimated fair values. The excess of the ~~purpose~~fair value of ~~assessing~~purchase ~~performance~~consideration over the fair values of these identifiable assets and ~~making~~liabilities is ~~operating~~recorded ~~decisions~~as ~~including~~goodwill. ~~North~~Such ~~America~~valuations ~~(including~~require ~~its~~management ~~subsidiaries~~to inmake ~~United~~significant ~~States~~ estimates and ~~Canada)~~assumptions, ~~Latin~~especially ~~America~~with ~~(including~~respect ~~subsidiaries~~to intangible assets. Significant estimates in ~~Mexico~~valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer lists, acquired technology, and ~~Ecuador)~~trade names from a market participant perspective, useful lives and ~~Asia~~discount ~~(including~~rates. Management’s ~~its~~estimates ~~subsidiaries~~of infair ~~Malaysia~~value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable ~~Taiwan)~~and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

~~Reclassifications~~Fair Value of the Acquired Assets

~~Certain~~The ~~reclassifications~~Company ~~have~~accounted ~~been~~for ~~made~~the toacquisitions discussed ~~prior~~in Note 4 as business combinations using the acquisition method of accounting as prescribed in ASC 805 and ASC 820. In accordance ~~year~~with ~~data~~ASC to805 ~~conform~~and ASC 820, the Company assigned fair value to the ~~current~~tangible ~~year’s~~and ~~presentation~~intangible assets acquired, identifiable intangible assets and liabilities assumed as of the acquisition dates. ~~These~~Goodwill ~~reclassifications~~as ~~had~~of nothe ~~impact~~acquisition ondate ~~reported~~is ~~income~~measured oras ~~losses~~the excess of purchase consideration over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed.

~~Recent~~Segment ~~Accounting Pronouncements~~Information

InThe ~~July~~Company ~~2023~~manages its operations in three geographic segments for the purpose of assessing performance and making operating decisions including North America (including its subsidiaries in United States and Canada), Latin America (including subsidiaries in Mexico and Ecuador) and Asia (including its subsidiaries in Malaysia and Taiwan).

the FASB issued Accounting Standards Update ("ASU") 2023-03, Presentation of Financial Statement (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718), to amend various SEC paragraphs in the ASC to reflect the issuance of SEC Staff Accounting Bulletin No. 120, among other things. The ASU does not provide any new guidance so there is no transition or effective date associated with it. The Company is currently assessing the impact of adopting ASU 2023-03 on the consolidated financial statements and related disclosures.Reclassifications

InCertain ~~November~~reclassifications ~~2023,~~have ~~FASB~~been ~~issued~~made ~~ASU 2023-07, Segment Reporting (Topic 280): Improvements~~ to ~~Reportable~~prior ~~Segment~~year ~~Disclosures, which expands annual and interim disclosure requirements for~~data ~~reportable~~to ~~segments,~~conform ~~primarily~~to ~~through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for~~ the ~~Company~~current year’s ~~annual~~ ~~periods~~presentation. ~~beginning~~These ~~January~~reclassifications 1,had ~~2024,~~no ~~and~~impact ~~for~~on ~~interim~~reported ~~periods~~income ~~beginning~~or ~~January 1, 2025, with early adoption permitted~~losses.

InRecent ~~December~~Accounting 2023, the FASB issued ASU 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures to expand the disclosure requirements for income taxes, specifically relating to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted.Pronouncements

~~The~~In ~~Company~~July is2023, ~~currently~~the ~~evaluating~~FASB ~~the~~issued ~~potential effects~~Accounting ~~that~~Standards Update ("ASU") 2023-0703, Presentation of Financial Statement (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and ~~ASU~~Compensation ~~2023~~-09 ~~will~~Stock ~~have~~Compensation (Topic 718), to amend various SEC paragraphs in the ASC to reflect the issuance of SEC Staff Accounting Bulletin No. 120, among other things. The ASU does not provide any new guidance so there is no transition or effective date associated with it. The Company is currently assessing the impact of adopting ASU 2023-03 on the consolidated financial ~~statement~~statements and related disclosures.

~~Net~~In November 2023, FASB issued ASU ~~Loss~~2023-07, ~~per~~Segment ~~Common~~Reporting ~~Share~~(Topic 280): Improvements to Reportable Segment Disclosures, ~~basic~~which expands annual and ~~diluted~~interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company’s annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted.

~~Basic~~In ~~net~~December ~~loss~~2023, ~~per~~the ~~share~~FASB ~~is computed by dividing~~issued ~~net~~ASU ~~loss~~2023-09, ~~available~~Income toTaxes ~~common~~(Topics ~~shareholders~~740): byImprovements ~~the~~to ~~weighted~~Income ~~average~~Tax ~~number~~Disclosures ofto ~~common~~expand ~~shares outstanding during~~ the ~~period.~~disclosure ~~Diluted~~requirements ~~loss~~for income ~~per~~taxes, ~~share~~specifically ~~includes~~relating ~~potentially~~to ~~dilutive~~the ~~securities~~rate ~~such~~reconciliation ~~as outstanding options~~ and ~~warrants,~~income ~~using~~taxes ~~various~~paid. ~~methods~~ASU ~~such~~2023-09 asis ~~the~~effective ~~treasury stock~~for ~~or modified treasury stock method in~~ the ~~determination~~Company’s ofannual periods ~~dilutive~~beginning ~~shares~~January ~~outstanding~~1, ~~during~~2025, ~~each~~with ~~reporting~~early ~~period~~adoption permitted.

~~For~~The ~~the~~Company ~~years~~is ~~ended~~currently ~~December~~evaluating ~~31,~~the ~~2023~~potential ~~and~~effects ~~2022,~~that ~~the~~ASU ~~dilutive~~2023-07 ~~effect of 15,198,206~~ and ~~3,010,875, respectively,~~ASU of2023-09 ~~common~~will ~~stock warrants~~ have ~~not~~on ~~been included in~~ the ~~average~~consolidated ~~shares~~financial ~~outstanding~~statement ~~for the calculation of net loss per share as the effect would be anti-dilutive as a result of the Company’s net losses in these periods~~disclosures.

F-11

~~Fair~~Net ~~Value~~Loss ~~Measurements~~per Common Share, basic and diluted

~~As defined~~Basic innet ~~ASC~~loss ~~820~~per ~~Fair~~share ~~Value Measurements, fair value~~ is ~~the~~computed by ~~price~~dividing ~~that~~net ~~would~~loss beavailable ~~received~~ to ~~sell~~common anshareholders ~~asset~~by ~~or paid~~the toweighted ~~transfer~~average anumber ~~liability~~of incommon anshares ~~orderly~~outstanding ~~transaction~~during ~~between market participants at~~ the ~~measurement date (exit price)~~period. ~~The Company~~Diluted ~~utilizes~~loss ~~market~~per ~~data~~share orincludes ~~assumptions~~potentially ~~that~~dilutive ~~market~~securities ~~participants~~such ~~would~~as ~~use~~outstanding inoptions ~~pricing~~and ~~the asset or liability~~warrants, ~~including~~using ~~assumptions~~various ~~about risk~~methods ~~and~~such ~~the~~as ~~risks inherent in~~ the ~~inputs~~treasury stock ~~to the valuation technique. These inputs can be readily observable, market corroborated,~~ or ~~generally~~ ~~unobservable.~~modified ~~The~~treasury ~~Company~~stock ~~classifies~~method ~~fair~~in ~~value balances based on~~ the ~~observability~~determination of ~~those~~dilutive ~~inputs.~~shares ~~ASC~~outstanding ~~820~~during ~~establishes~~each ~~a fair~~reporting ~~value hierarchy that prioritizes the inputs used to measure fair value~~period. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

~~The Company~~For ~~determines~~ the ~~level~~years inended ~~the~~December 31, ~~fair~~2024 ~~value~~and ~~hierarchy~~2023, ~~within~~the ~~which~~dilutive ~~each~~effect ~~fair~~of ~~value~~15,198,206 and ~~measurement~~3,010,875, respectively, ~~falls~~of incommon ~~its~~stock ~~entirety,~~warrants ~~based~~have ~~on the~~not ~~lowest~~been ~~level~~included ~~input~~in ~~that~~the isaverage ~~significant~~shares tooutstanding for the ~~fair~~calculation ~~value~~of ~~measurement~~net inloss ~~its~~per ~~entirety.~~share as ~~In determining~~ the ~~appropriate~~ ~~levels,~~effect ~~the~~would ~~Company~~be ~~performs~~anti-dilutive anas ~~analysis~~a result of the ~~assets~~Company’s ~~and~~net ~~liabilities~~losses atin ~~each~~these ~~reporting period end~~periods.

~~The Company’s~~Fair ~~financial~~Value instruments consist of cash, accounts receivable, accounts payable, accrued interest, notes payable and, convertible debentures. The carrying amounts of these financial instruments are of approximate fair value due to either length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements. The Company’s derivative liabilities are valued using option pricing models with Level 3 inputs.Measurements

~~Sequencing~~As defined in ASC 820 Fair Value Measurements, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

~~Based~~The ~~upon~~Company ~~ASC~~determines ~~815-15-25~~the ~~Embedded~~level in ~~Derivatives,~~ the ~~Company~~fair ~~has adopted~~value ~~a sequencing~~hierarchy ~~approach~~within ~~regarding~~which ~~the~~each ~~application~~fair ofvalue ~~ASC~~measurement ~~815-40~~falls ~~Contracts~~ in ~~Entity's~~its ~~Own~~entirety, ~~Equity~~based toon ~~its~~the lowest level input that is significant ~~outstanding~~to ~~convertible~~the ~~notes~~fair ~~and~~value ~~warrants~~measurement in its entirety. ~~Pursuant~~In todetermining the ~~sequencing~~ ~~approach~~appropriate levels, the Company ~~evaluates~~performs ~~its~~an ~~contracts~~analysis ~~based~~of ~~upon~~ the ~~earliest~~assets ~~issuance~~and liabilities ~~date~~at each reporting period end.

~~Note~~The 3Company’s –financial ~~Inventory~~instruments consist of cash, accounts receivable, accounts payable, accrued interest, notes payable and, convertible debentures. The carrying amounts of these financial instruments are of approximate fair value due to either length of maturity or interest rates that approximate prevailing rates unless otherwise disclosed in these financial statements. The Company’s derivative liabilities are valued using option pricing models with Level 3 inputs.

~~Inventory consists of the following components:~~Sequencing

Schedule of inventory
	December 31,		December 31,
	2023		2022
Finished goods	$	48,325	$	103,297
Raw materials		–		54,756
Total Inventory	$	48,325	$	158,053

Based upon ASC 815-15-25 Embedded Derivatives, the Company has adopted a sequencing approach regarding the application of ASC 815-40 Contracts in Entity's Own Equity to its outstanding convertible notes and warrants. Pursuant to the sequencing approach, the Company evaluates its contracts based upon the earliest issuance date.

Note ~~4 – Business~~ ~~Combinations,~~3 ~~Intangible~~– ~~Assets and Goodwill~~Inventory

~~Original~~Inventory ~~Acquisition~~consists of the following components:

On May 7, 2018, the Company purchased the assets of Stemtech International, Inc. (the “Former Parent Company”), out of a Chapter 7 Bankruptcy for $400,000 and the assumption of a $4,000,000 note acquiring 100% of the issued and outstanding capital stock of Canada, Mexico, Stemtech Mexico, Stemtech New Zealand, Taiwan, Korea and Ecuador; and Stemtech Malaysia Holdings that owns two-thirds of its subsidiary Malaysia. In addition to the net tangible assets, the Company acquired various intangible assets including patent products, licenses and trademarks and customers and distribution lists. The estimated useful lives of the identifiable intangible assets range from six to fourteen years.

Schedule of inventory
	December 31,		December 31,
	2024		2023
Finished goods	$	197,355	$	48,325
Raw materials		–		–
Total Inventory	$	197,355	$	48,325

F-12

~~The~~Note ~~excess~~4 ~~purchase~~– ~~price~~Business ~~has been recorded as goodwill in the amount of $467~~Combinations,~~409~~ atIntangible ~~December~~Assets ~~31, 2023~~ and ~~2022. The estimated useful life of the identifiable intangible assets is six to fourteen years.~~ Goodwill

~~LFR~~Original Acquisition

InOn ~~March~~May ~~2023~~7, 2018, the Company ~~acquired~~purchased the assets of Stemtech International, Inc. (the “Former Parent Company”), out of a Chapter 7 Bankruptcy for $400,000 and purchase of a $4,000,000 note acquiring 100% of ~~LFR~~the issued and outstanding capital stock of Canada, Mexico, Stemtech Mexico, Stemtech New Zealand, aTaiwan, ~~research~~Korea and ~~development~~Ecuador; ~~company~~and ~~with~~Stemtech ~~expertise~~Malaysia inHoldings ~~the~~that ~~formulation~~owns two-thirds of its subsidiary Malaysia. In addition to the net tangible assets, the Company acquired various intangible assets including patent products, licenses and trademarks and customers and distribution lists. The estimated useful lives of the ~~purchase~~identifiable ~~has~~intangible ~~been~~assets ~~accounted~~range ~~for~~from assix anto ~~asset~~fourteen ~~acquisition~~years.

The ~~consideration~~excess ~~paid~~purchase ~~was~~price ~~2.4~~has been ~~million~~recorded ~~shares~~as ofgoodwill in the ~~Company~~amount ~~with a fair value~~ of $~~271~~467,~~920.~~409 Atat ~~the~~December ~~time of purchase~~31, ~~LFR’s~~2024 ~~liabilities~~and ~~exceeded~~2023. ~~its~~The ~~assets~~estimated byuseful ~~$15,205, and~~life ~~the~~of ~~difference between~~ the ~~net~~identifiable ~~tangible~~ intangible assets ~~and~~is ~~the~~six ~~purchase price, being $287,125, was allocated~~ to afourteen ~~non-compete agreement and will be amortized over 18 months~~years.

~~The~~LFR ~~following table summarizes the allocation of purchase price of the acquisition:~~Acquisition

Allocation of purchase price
Tangible Assets Acquired:	Allocation
Cash and cash equivalents	$	2,171
Inventory		6,099
Accounts payable and accrued liabilities		(23,475	)
Net Tangible Assets Acquired	$	(15,205	)
Intangible Assets Acquired:
Non-compete agreement		287,125
Total Fair Value of Assets Acquired	$	271,920
Consideration:
Common stock		271,920
Goodwill	$	–

In March 2023, the Company acquired 100% of LFR, a research and development company with expertise in the formulation of products.

The ~~components~~consideration paid was 2.4 million shares of ~~all~~the ~~acquired~~Company ~~intangible~~with a fair value of $271,920. At the time of purchase, LFR’s liabilities exceeded its assets by $15,205, ~~were~~and asthe ~~follows~~difference atbetween ~~December~~the ~~31,~~net ~~2023~~tangible assets and ~~December~~the 31purchase price, ~~2022:~~being $287,125, was allocated to a non-compete agreement and will be amortized over 18 months.

Schedule of acquired intangible assets
	December 31, 2023			December 31, 2022			Average Estimated Life (Years)
Patent products	$	2,344,900		$	2,344,900			14
Trade names and trademarks		1,106,000			1,106,000			Indefinite
Customer/distribution list		1,461,300			1,461,300			6
Non-compete agreement		287,125			–			18 months
Accumulated amortization		(2,488,757	)		(1,918,200	)
Total	$	2,710,568		$	2,994,000

The following table summarizes the allocation of purchase price of the acquisition:

F-13


Tangible Assets Acquired:	Allocation
Cash and cash equivalents	$	2,171
Inventory		6,099
Accounts payable and Accrued liabilities		(23,475	)
Net Tangible Assets Acquired	$	(15,205	)

Intangible Assets Acquired:
Non-compete Agreement		287,125
Total Fair Value of Assets Acquired	$	271,920

Consideration:
Common Stock		271,920
Goodwill	$	–

~~Estimated future amortization as of December 31, 2023 is as follows:~~ F-13

Schedule of future amortization
Year ending December 31,
2024	$	376,287
2025		167,493
2026		167,493
2027		167,493
2028		167,493
Thereafter		1,664,309
Total	$	2,710,568

The components of all acquired intangible assets were as follows at December 31, 2024 and December 31, 2023:

Intellectual Property

Schedule of acquired intangible assets
	December 31, 2024			December 31, 2023			Average Estimated Life (Years)
Patent products	$	2,344,900		$	2,344,900			14
Trade names and trademarks		1,106,000			1,106,000			Indefinite
Customer/distribution list		1,461,300			1,461,300			6
Non-compete agreement		287,125			287,125			18 months
Accumulated amortization		(2,823,168	)		(2,488,757	)
Total	$	2,376,158		$	2,710,568

~~The~~Estimated ~~Company~~future ~~has~~amortization ~~two current patents filed in the US and 3 filed internationally, and~~ as ~~our research~~of ~~and~~December ~~development progresses~~31, ~~plan~~2024 onis ~~filing~~as ~~more patents. Our current patent portfolio includes~~follows:

· Patent US 9, 289, 375 – Skin Care Composition Containing Combinations of Natural Ingredients · Patent AU 201127647 – Methods and Composition for Enhancing Stem Cell Mobilization · Patent MX 344304 – Metodos y Composiciones para Mejorar las Celulas Madre · Patent US 10,159,705 – Methods and Composition for Enhancing Stem Cell Mobilization · Patent MX 358857 – Composiciones para el Cuidado de la Piel que Contienen Combinaciones de Ingredientes Naturales · Patent MX 358857 (part 1 of 3) - Composiciones para el Cuidado de la Piel que Contienen Combinaciones de Ingredientes Naturales · Patent MX 358857 (part 2 of 3) - Composiciones para el Cuidado de la Piel que Contienen Combinaciones de Ingredientes Naturales · Patent MX358857 (part 3 of 3) - Composiciones para el Cuidado de la Piel que Contienen Combinaciones de Ingredientes Naturales


Year ending December 31,
2025	$	167,493
2026		167,493
2027		167,493
2028		167,493
Thereafter		1,664,309
Total	$	2,334,281

~~Note 5 – Operating Lease Commitments~~Intellectual Property

~~On August 16, 2021, the Company extended its office space lease with Sunbeam Properties Inc. to rent approximately 5,000 square feet of space in Miramar, Florida.~~ The Company ~~pays $9,027 per month in rent until the end of the extended lease September 30, 2024. The Company~~ has ~~sublet~~two ~~the~~current ~~space to a tenant who pays the Company~~patents ~~$9,097~~filed toin ~~occupy~~ the ~~space.~~US ~~The~~and ~~Company~~3 ~~incurred~~filed ~~lease expense for its operating leases of $73~~internationally,~~083~~ and ~~$85,629~~as ~~for~~our ~~the~~research ~~years~~and ~~ended~~development ~~December 31~~progresses, ~~2023~~plan ~~and~~on ~~2022,~~filing ~~respectively~~more ~~and~~patents. ~~Company’s~~Our ~~remaining~~current patent ~~lease~~portfolio ~~term relating to its operating lease terminates on September 30, 2024.~~includes:

F· Patent US 9, 289, 375 – Skin Care Composition Containing Combinations of Natural Ingredients · Patent AU 201127647 – Methods and Composition for Enhancing Stem Cell Mobilization · Patent MX 344304 – Metodos y Composiciones para Mejorar las Celulas Madre · Patent US 10,159,705 – Methods and Composition for Enhancing Stem Cell Mobilization · Patent MX 358857 – Composiciones para el Cuidado de la Piel que Contienen Combinaciones de Ingredientes Naturales · Patent MX 358857 (part 1 of 3) -14 Composiciones para el Cuidado de la Piel que Contienen Combinaciones de Ingredientes Naturales · Patent MX 358857 (part 2 of 3) - Composiciones para el Cuidado de la Piel que Contienen Combinaciones de Ingredientes Naturales · Patent MX358857 (part 3 of 3) - Composiciones para el Cuidado de la Piel que Contienen Combinaciones de Ingredientes Naturales

~~In June 2022, the Company entered into a lease for office space in Mexico which terminates on May 31, 2024.~~F-14

~~The~~Note ~~following~~5 ~~table~~– ~~presents~~Operating ~~information~~Lease ~~about the amount and timing of liabilities arising from the Company’s operating leases as of December 31, 2023:~~Commitments

Schedule of maturity operating lease liabilities
Maturity of operating lease liabilities for the following fiscal years:
2024	$	69,330
Total undiscounted operating lease payments		69,330
Less: imputed interest		2,464
Present value of operating lease liabilities	$	66,866

On August 16, 2021, the Company extended its office space lease with Sunbeam Properties Inc. to rent approximately 5,000 square feet of space in Miramar, Florida. The Company pays $9,027 per month in rent until the end of the extended lease September 30, 2024. The Company has sublet the space to a tenant who pays the Company $9,097 to occupy the space. The Company incurred lease expense for its operating leases of $0 and $70,820 for the years ended December 31, 2024 and 2023, respectively and Company’s remaining lease term relating to its operating lease terminates on September 30, 2024.

~~The~~Note ~~Company’s~~6 ~~operating~~– ~~leases~~Notes doPayable ~~not~~and ~~provide an~~Convertible implicit rate that can readily be determined. Therefore, the Company uses a discount rate based on its incremental borrowing rate of 10%, which is determined using the average of borrowing rates explicitly stated in the Company’s convertible debt.Debentures

~~Note 6~~Schedule –of ~~Notes~~notes ~~Payable~~payable as ~~and Convertible Debentures~~of:

Schedule of notes payable as of:

Schedule of notes payable
	December 31,		December 31,
	2024		2023
Notes payable (1)	$	2,046,001	$	1,889,321
Total Notes payable		2,046,001		1,889,321
Convertible notes payable, net of discount (2)		1,769,583		1,596,960
Total notes payable, net of discount of $2,046,001 and $1,889,321 as of December 31, 2024 and 2023, respectively	$	3,815,584	$	3,486,281

Schedule of notes payable
	December 31, 2023		December 31, 2022
Secured Royalty Participation Agreements (1)	$	–	$	150,000
Vehicle and equipment loans (2)		–		11,246
Notes payable (3)		1,889,321		285,000
Total Notes payable		1,889,321		446,246
Convertible notes payable, net of discount (4)		1,596,960		482,885
Total notes payable, net of discount of $404,680 and $1,823,265 as of December 31, 2023 and 2022, respectively	$	3,486,281	$	929,131

On May 1, 2023, the Company amended its convertible promissory note with Sharing Services Global Corporation (“SHRG”), which is eventually assigned to American Pacific Bank - DSS wherein SHRG capitalized $222,556 of accrued interest and waived its conversion rights as per the original agreement, see below. The promissory note is no longer convertible and is included in the chart above with plain notes payable. As of December 31, 2024 and 2023, the outstanding balance for the notes amounted to $1,349,915 and $1,278,325 respectively.

(1)

During June 2018, the Company entered into two (2) Secured Royalty Participation Agreements with Profile Solutions, Inc. (“PSI”) in exchange for working capital loans totaling $150,000. The loan amounts were due in June of 2019, plus an IRR of 18%. In consideration of these loan obligations, The Company agreed to pay a monthly royalty for one year being the greater of: x) 10% of the loan amount or y) 1.5% of the monthly gross revenues. PSI claims that these loans are in default, but the Company contends the loans reflected the terms of these agreements were usurious and contends that the loans are not legally enforceable obligations. This case was dismissed by the Court March 16, 2023 leaving a gain on extinguishment of $150,000.

(2)

In 2019, Malaysia borrowed $27,295 to purchase a car and as of December 31, 2023, the note was paid in full. As of December 31, 2022, there was a balance of $11,246.

On October 24, 2023 and November 20, 2023, the Company entered into two notes with an investor for an aggregate principal balance of $450,000. The notes mature in March 2025 and accrue interest at 12% per annum. There was $59,323 of accrued interest for these notes recorded in accounts payable and accrued expenses on the balance sheet as of December 31, 2024. As of December 31, 2024 and 2023, the outstanding balance for the notes amounted to $450,000 and $450,000 respectively.

~~F-15~~During the fiscal year concluding on December 31, 2021, the Company issued a cumulative total of $2,423,738 in convertible promissory notes to investors. These notes featured varying maturity dates spanning from nine months to three years, coupled with interest rates ranging from 8% to 12% per annum. In addition, the Company distributed 154,173 shares of common stock and granted warrants allowing the purchase of 2,400,000 common stock shares at exercise prices spanning between $2.685 and $3.00 per share. The recorded value of both the common stock and warrants was attributed as a discount to the notes, valued at fair market value.

(3)	In 2019, the Company engaged in agreements involving promissory notes with three lenders, collectively amounting to a principal balance of $375,000. These notes, bearing effective interest rates of 10%, mature within a one-year timeframe. Additionally, the Company allotted 45,000 shares of common stock, cumulatively valued, as a commitment incentive, resulting in an associated debt discount of $22,500. In the subsequent year, 2020, the Company further entered into promissory note arrangements with four lenders, culminating in an aggregate principal balance of $225,000. The effective interest rates for these notes range between 8% and 10% annually. As of December 31, 2023 and 2022, the outstanding balance for the notes from both the 2019 and 2020 issuances amounted to $0 and $275,000, respectively accompanied by accrued interest totaling $0 and $50,819, respectively. On October 20, 2021, the Company issued a pair of promissory notes to investors, totaling $10,000. These notes were duly settled in their entirety on January 18, 2023 and April 3, 2023, respectively. Subsequently, on June 12, 2023, a conversion of principal took place, with $275,000 being converted at a rate of $0.05 per share, resulting in the issuance of 6,777,121 common shares. On May 1, 2023, the Company amended its convertible promissory note with Sharing Services Global Corporation (“SHRG”), wherein SHRG capitalized $222,556 of accrued interest and waived its conversion rights as per the original agreement, see below. The promissory note is no longer convertible and is included in the chart above with plain notes payable. As of December 31, 2023 and 2022, the outstanding balance for the notes amounted to $1,278,325 and $1,400,000, respectively accompanied by accrued interest totaling $0 and $165,000, respectively. On July 21, 2023, the Company issued a promissory note with an investor for $150,000, net of original issue discount of $22,600. The note matures in eleven months and accrues interest at 13% per annum. The first nine payments will be in installments of $20,241 and the final 2 payments will be $7,000 each. On December 14, 2023, the Company entered into another note with the same terms with this investor for $75,000, net of original issue discount of $14,600. As of December 31, 2023, the Company made $101,204 of payments leaving an aggregate principal balance of $160,996 and $9,660 of accrued interest. On October 24, 2023 and November 20, 2023, the Company entered into two notes with an investor for an aggregate principal balance of $450,000. The notes mature in March 2025 and accrue interest at 12% per annum. There was $3,500 of accrued interest for these notes recorded in accounts payable and accrued expenses on the balance sheet as of December 31, 2023. As of December 31, 2023 and 2022, the outstanding balance for the notes amounted to $450,000 and $0, respectively. As of December 31, 2023 and 2022, the outstanding balance for these notes stood at $1,889,321 and $285,000, respectively.
(4)	During the fiscal year concluding on December 31, 2021, the Company issued a cumulative total of $2,423,738 in convertible promissory notes to investors. These notes featured varying maturity dates spanning from nine months to three years, coupled with interest rates ranging from 8% to 12% per annum. In addition, the Company distributed 154,173 shares of common stock and granted warrants allowing the purchase of 2,400,000 common stock shares at exercise prices spanning between $2.685 and $3.00 per share. The recorded value of both the common stock and warrants was attributed as a discount to the notes, valued at fair market value.
	In the second quarter of 2022, one of the notes held by investor MCUS LLC (“MCUS”) was extended by 60 days, until August 1, 2022. As part of the extension agreement, the Company issued 100,000 shares of common stock to the noteholder. Moreover, the conversion price of the note was reduced to the lower of (i) 50% of the lowest volume weighted average prices for common stock over the 30 trading days leading up to the conversion notice date and (ii) the Closing Price on the Closing Date, capped at $2.25. On August 18, 2022, this note was extended to September 30, 2022, in exchange for 200,000 shares of common stock and in the fourth quarter of 2022, this note was once again extended, this time until May 31, 2023. On July 13, 2022, another note held by investor Leonite Fund 1, LP (”Leonite”), was extended to September 1, 2022, in exchange for 183,780 warrants, 75,512 common stock shares, and an increased principal amount of $70,833. The Company recognized $955,658 loss on extinguishment of this note. On September 8, 2022, the same note was further extended to May 26, 2023, accompanied by a rise in the interest rate from 10% to 18% per annum. The amendment of this note resulted in a recognized loss on extinguishment amounting to $252,429 (see Note 9 for other gain (loss) amounts on extinguishment in 2022).

In the second quarter of 2022, one of the notes held by investor MCUS LLC (“MCUS”) was extended by 60 days, until August 1, 2022. As part of the extension agreement, the Company issued 100,000 shares of common stock to the noteholder. Moreover, the conversion price of the note was reduced to the lower of (i) 50% of the lowest volume weighted average prices for common stock over the 30 trading days leading up to the conversion notice date and (ii) the Closing Price on the Closing Date, capped at $2.25. On August 18, 2022, this note was extended to September 30, 2022, in exchange for 200,000 shares of common stock and in the fourth quarter of 2022, this note was once again extended, this time until May 31, 2023.

F-1615

~~Throughout~~On ~~the~~July ~~third~~13, ~~and fourth quarters of~~ 2022, ~~the~~another ~~Company~~note held ~~issued~~by ainvestor ~~collective sum of $400,000 in convertible notes payable, net of discount, in several installments to MCUS and~~ Leonite. ~~These~~Fund ~~notes accrued interest varying from 10% to prime plus 8% per annum and possessed maturity dates nine months from their issuance. Additionally~~1, ~~the~~LP lenders received 95,115 warrants with an exercise price equivalent to the lower of $2.685 or 65% of the lowest traded price over the preceding 30 days, and 81,760 warrants with an exercise price equal to the lower of $2.685 or 50% of the Volume Weighted Average Price (~~“VWAP~~”Leonite”), ~~over~~was ~~the~~extended ~~preceding 30 days. All the warrants issued were set~~ to ~~expire~~September ~~five years after their issuance date. During the year ended December 31~~1, 2022, ~~a sum of $798,526~~ in ~~principal~~exchange ~~and~~for ~~$25~~183,~~473~~780 ~~in accrued interest was converted into 4~~warrants,~~114,816~~ 75,512 common ~~shares.~~stock ~~As a result~~shares, ~~a balance of $482,885, net of discount~~ and ~~accrued~~an ~~interest~~increased ofprincipal ~~$381,259~~amount ~~remained outstanding as~~ of ~~December 31, 2022. In January 2023, the Company issued 5,266,763 upon the conversion of~~ $~~263~~70,~~000 in notes payable~~833. ~~Upon~~The ~~conversion and settlement of the derivative liability, the~~ Company recognized a $~~318~~955,~~678~~658 gain on extinguishment. On February 28, 2023, the Company entered into a comprehensive settlement and exchange agreement concerning a Senior Secured Convertible Promissory Note with Leonite. Under this agreement, Leonite agreed to settle its outstanding liability and cancel its warrants in exchange for 10,648,152 common stock shares of the Company to purchase common stock at $0.05 per share. As the debt was settled, the Company recognized a loss on extinguishment ~~worth $132,142 and owed $637,684 worth~~ of ~~common~~this ~~shares~~note. In the second quarter of 2023, the Company issued 6,340,591 common shares, leaving a payable balance of 4,307,561 shares of common stock valued at $573,336, which is included in accounts payable and accrued expenses on the consolidated balance sheet as of June 30, 2023. On September 218, ~~2023~~2022, the ~~Company~~same issued the remaining 4,307,561 shares of common stock. On March 27, 2023, the Company executed an investment agreement with an institutional investor (“Holder”) for up to $7,000,000 through a convertible promissory note, ~~share~~was ~~purchase~~further ~~agreement,~~extended ~~and warrant agreement (the "2023 Note"). The 2023 Note, with a principal amount reaching up~~ to ~~$7,000,000,~~May ~~carried an original issue discount of 12% and was structured to be disbursed in four installments. These installments included a first disbursement of $1~~26,~~000,000~~ ~~on March 27,~~ 2023, aaccompanied ~~second~~by ~~disbursement of $200,000 within three days after filing an S-1 registration statement,~~ a ~~third~~rise ~~disbursement~~in ~~of $500,000 forty-five days after~~ the effectiveness of the S-1 registration statement, and a fourth disbursement of $120,000 forty-five days after the third disbursement. The S-1 Registration Statement was filed on May 9, 2023. The 2023 Note bore an interest rate offrom ~~seven percent (7~~10%) ~~per annum and could be redeemed by the Company at any time for an amount equivalent~~ to ~~one hundred twenty-five percent (125~~18%) ~~of the outstanding principal and interest on the Note~~per annum. ~~Additional~~The ~~disbursements~~amendment ~~were discretionary on the Holder's part and could be executed at any time. Should the Holder's broker decline custody~~ of ~~the~~this issued securities, the Holder would have no obligation to adhere to the disbursement schedule, yet the option to make such disbursement would remain. On April 11, 2023, the Company amended its Promissory Note with MCUS, resulting in the conversion price being fixed at $0.05. Since the Promissory Note is not significantly different after the amendment, the note ~~was~~resulted treated using modification accounting. After eliminating the bifurcated derivative liability, the Company recorded a gain of $171,362 on settlement of derivative liabilities. On May 1, 2023, the Company partially settled its debt with MCUS by agreeing to issue 7,739,938 shares of common stock, of which 5,121,200 were issued, resulting in a recognized loss on extinguishment ofamounting $79,212. The Company retains an obligation towards MCUS, entailing the issuance of 2,618,738 shares of common stock valued at $130,987, which is included in accounts payable and accrued expenses as of June 30, 2023. On August 11, 2023, the Company issued the remaining 2,559,600 shares of common stock. Similarly, on May 1, 2023, the Company amended its convertible promissory note with SHRG, wherein SHRG capitalized $222,556 of accrued interest and waived its conversion rights as per the original agreement. However, this amendment was contingent upon the Company making a payment of $222,556 to SHRG, which was duly fulfilled in May 2023. This amendment was treated using extinguishment accounting which eliminated the bifurcated derivative liability and added additional debt discount resulted in a recorded gain of $~~557~~252,~~793~~429 ~~on extinguishment~~ (see Note 9 for other gain (loss) amounts on extinguishment in ~~2023~~2022). As of December 31, 2023, the outstanding gross principal balance for the three convertible notes, net of discounts was $1,369,182, $227,778 and $0, and the remaining unamortized debt discount for each note was $0, $0, and $0, respectively.

~~F-17~~Throughout the third and fourth quarters of 2022, the Company issued a collective sum of $400,000 in convertible notes payable, net of discount, in several installments to MCUS and Leonite. These notes accrued interest varying from 10% to prime plus 8% per annum and possessed maturity dates nine months from their issuance. Additionally, the lenders received 95,115 warrants with an exercise price equivalent to the lower of $2.685 or 65% of the lowest traded price over the preceding 30 days, and 81,760 warrants with an exercise price equal to the lower of $2.685 or 50% of the Volume Weighted Average Price (“VWAP”) over the preceding 30 days. All the warrants issued were set to expire five years after their issuance date.

AsIn ofJanuary ~~December 31~~2023, ~~2022,~~ the ~~outstanding~~Company issued ~~gross principal balance for the three convertible notes was $1~~5,~~400~~266,~~000,~~763 ~~$267,082,~~upon ~~and $639,068, and~~ the ~~remaining~~conversion ~~unamortized~~of ~~debt discount for each note was~~ $1263,~~259,825,~~000 ~~$183,391,~~in ~~and $380,049, respectively. The aggregate balance of convertible~~ notes payable,. ~~net~~Upon ofconversion ~~discount,~~and assettlement of ~~December~~the 31derivative liability, ~~2023~~the ~~and~~Company recognized ~~2022~~a ~~was~~ $1318,~~596,960~~678 ~~and~~gain ~~$482,885,~~on ~~respectively~~extinguishment.

On February 28, 2023, the Company entered into a comprehensive settlement and exchange agreement concerning a Senior Secured Convertible Promissory Note 7with –Leonite. ~~Derivative~~Under this ~~Liabilities~~agreement, Leonite agreed to settle its outstanding liability and cancel its warrants in exchange for 10,648,152 common stock shares of the Company to purchase common stock at $0.05 per share. As the debt was settled, the Company recognized a loss on extinguishment worth $132,142 and owed $637,684 worth of common shares. In the second quarter of 2023, the Company issued 6,340,591 common shares, leaving a payable balance of 4,307,561 shares of common stock valued at $573,336, which is included in accounts payable and accrued expenses on the consolidated balance sheet as of June 30, 2023. On September 21, 2023, the Company issued the remaining 4,307,561 shares of common stock.

~~The~~On March 27, 2023, the Company executed ~~issued~~an ~~debt~~investment ~~instruments~~agreement ~~that~~with ~~consist of~~an ~~the~~institutional ~~issuance~~investor of(“Holder”) for up to $7,000,000 through a convertible ~~notes~~promissory note, ~~with~~share ~~variable~~purchase ~~conversion~~agreement, ~~provisions~~and warrant agreement (the "2023 Note"). The ~~conversion~~2023 ~~terms~~Note, ofwith ~~the~~a ~~convertible~~principal ~~notes~~amount ~~are~~reaching ~~variable based~~up onto ~~certain factors~~$7,000,000, ~~such~~carried asan ~~the~~original ~~future~~issue ~~price~~discount of ~~the~~12% ~~Company’s~~and ~~common~~was ~~stock,~~structured ~~which~~to ~~gives~~be ~~rise~~disbursed toin afour ~~derivative~~installments. ~~liability~~These ~~which~~installments isincluded a ~~non-cash~~first ~~liability.~~disbursement ~~The number~~ of ~~shares~~$1,000,000 ofon ~~common~~March ~~stock~~27, to2023, bea ~~issued~~second isdisbursement ~~based~~of on$200,000 ~~the~~within ~~future~~three ~~price~~days ofafter ~~the~~filing ~~Company’s~~an ~~common~~S-1 ~~stock.~~registration ~~The~~statement, ~~number~~a ofthird ~~shares~~disbursement of ~~common~~$500,000 ~~stock~~forty-five ~~issuable~~days ~~upon~~after ~~conversion~~the effectiveness of the ~~promissory~~S-1 ~~note~~registration isstatement, ~~indeterminate.~~and ~~Pursuant~~a tofourth ~~ASC~~disbursement of ~~Subtopic~~$120,000 ~~815~~forty-~~15 Embedded~~five ~~Derivatives~~days ~~(“ASC~~after ~~815~~the third disbursement. The S-~~15”)~~1 Registration Statement was filed on May 9, ~~the~~2023. ~~fair~~The ~~values~~2023 ofNote ~~the~~bore an ~~variable~~interest ~~conversion~~rate ~~options~~of ~~and~~seven ~~warrants~~percent (7%) per annum and ~~shares~~could to be ~~issued~~redeemed ~~were~~by ~~recorded~~the asCompany ~~derivative~~at ~~liabilities~~any ontime for an amount equivalent to one hundred twenty-five percent (125%) of the ~~issuance~~outstanding ~~date~~principal and ~~revalued~~interest aton ~~each~~the ~~reporting period~~Note. ~~Based upon~~Additional ~~ASC~~disbursements ~~840-15-25,~~were discretionary on the ~~Company~~Holder's part ~~has~~and ~~adopted~~could abe ~~sequencing~~executed ~~approach~~at ~~regarding~~any time. Should the ~~application~~ Holder's broker decline custody of ~~ASC~~the ~~815-40~~issued tosecurities, ~~its~~the ~~outstanding~~Holder ~~convertible~~would ~~notes~~have ~~and~~no obligation ~~warrants.~~to ~~Pursuant~~adhere to the ~~sequencing~~ ~~approach~~disbursement schedule, ~~the~~ ~~Company~~yet ~~evaluates~~the ~~its~~option ~~contracts~~to ~~based~~make ~~upon~~such ~~the~~disbursement ~~earliest~~would ~~issuance date~~remain.

~~Schedule~~On April 11, 2023, the Company amended its Promissory Note with MCUS, resulting in the conversion price being fixed at $0.05. Since the Promissory Note is not significantly different after the amendment, the note was treated using modification accounting. After eliminating the bifurcated derivative liability, the Company recorded a gain of ~~Derivative~~$171,362 ~~Liabilities~~on settlement of derivative liabilities. On May 1, 2023, the Company partially settled its debt with MCUS by agreeing to issue 7,739,938 shares of common stock, of which 5,121,200 were issued, resulting in a loss on extinguishment of $79,212. The Company retains an obligation towards MCUS, entailing the issuance of 2,618,738 shares of common stock valued at $130,987, which is included in accounts payable and accrued expenses as of June 30, 2023. On August 11, 2023, the Company issued the remaining 2,559,600 shares of common stock.

Schedule of derivative liabilities
	Derivative Liability - Convertible Notes			Derivative Liability - Warrants			Total
Balance as of January 1, 2022	$	1,252,397		$	2,972,188		$	4,224,585
Change due to issuances		3,401,528			1,964,761			5,366,289
Change due to redemptions		(2,850,311	)		(7,246,201	)		(10,096,512	)
Change in fair value		840,180			2,383,091			3,223,271
Balance as of December 31, 2022		2,643,794			73,839			2,717,633
Change due to issuances		1,393,082			1,233,201			2,626,283
Change due to redemptions		(2,839,923	)		(1,015,307	)		(3,855,230	)
Change in fair value		(1,196,953	)		(291,733	)		(1,488,686	)
Balance as of December 31, 2023	$	–		$	–		$	–

Similarly, on May 1, 2023, the Company amended its convertible promissory note with SHRG, wherein SHRG capitalized $222,556 of accrued interest and waived its conversion rights as per the original agreement. However, this amendment was contingent upon the Company making a payment of $222,556 to SHRG, which was duly fulfilled in May 2023. This amendment was treated using extinguishment accounting which eliminated the bifurcated derivative liability and added additional debt discount resulted in a recorded gain of $557,793 on extinguishment (see Note 9 for other gain (loss) amounts on extinguishment in 2023).

The Company used a Monte Carlo model to estimate the fair value of its derivatives. A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the fair value of derivative liabilities during the following periods:F-16

Schedule of fair value of derivative liabilities assumptions
	December 31,
	2023	2022
Stock price	N/A	$0.09 - $10.85
Contractual term (in years)	N/A	0.00 - 5.00
Volatility (annual)	N/A	47.4% - 236%
Risk-free rate	N/A	0.19% - 4.38%

As of December 31, 2024, the outstanding gross principal balance for the three convertible notes, net of discounts was $1,349,914, $0 and $0, and the remaining unamortized debt discount for each note was $0, $0, and $0, respectively

~~F-18~~As of December 31, 2023, the outstanding gross principal balance for the three convertible notes, net of discounts was $1,369,182, $227,778 and $0, and the remaining unamortized debt discount for each note was $0, $0, and $0, respectively.

~~Note~~As of December 31, 2022, the outstanding gross principal 8balance –for ~~Financing~~the ~~Arrangement~~three -convertible ~~Factoring~~notes ~~Liability~~was $1,400,000, $267,082, and $639,068, and the remaining unamortized debt discount for each note was $1,259,825, $183,391, and $380,049, respectively.

~~During~~The ~~the~~aggregate ~~year~~balance ~~ended~~of ~~December~~convertible ~~31,~~notes ~~2022~~payable, ~~the Company~~net ~~entered into five non-recourse agreements for the sale~~ of ~~future receipts receiving gross proceeds of $528~~discount,~~984~~ ~~which~~as ~~provides the Company with the ability to convert our account receivables into cash. Under the terms~~ of ~~the~~December ~~agreements~~31, ~~the~~2024 ~~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 36%~~ and ~~40%,~~2023 ~~which~~was ~~includes a discount of~~ $~~143~~1,~~446.~~769,583 ~~The~~and ~~outstanding balance is secured by an interest in virtually all assets of the Company~~$1, ~~with~~596,960, ~~a first security interest in accounts receivable~~respectively.

~~During~~As ~~the~~of ~~year ended~~ December 31, ~~2023~~2024, the ~~Company entered~~company ~~into~~owed ~~various~~outstanding principal ~~non-recourse~~balance ~~agreements for the sale~~ of ~~future~~convertible ~~receipts~~promissory ~~for~~notes ~~gross proceeds of~~ $~~382~~106,~~286,~~009 ~~receiving~~and $~~317~~25,~~111~~000 into ~~cash, which~~its ~~provided~~Chief ~~the~~Operating ~~Company~~officer ~~with~~and ~~the~~President ~~ability~~Mr. toJohn ~~convert~~W ~~its~~Meyer ~~account~~and Director ~~receivables~~Mr. ~~into~~Darryl ~~cash~~V Green.

~~The~~Note ~~Company~~7 ~~accounts~~– ~~for~~Derivative 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 December 31, 2023, there was an outstanding balance of $156,194 (December 31, 2022 - $292,636) which is presented net of a discount of $12,250 (December 31, 2022 - $78,387).Liabilities

~~Note~~The 9Company –issued ~~Stockholders~~debt instruments 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 ~~Deficit~~common stock, which gives rise to a derivative liability which is a non-cash liability. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Pursuant to ASC Subtopic 815-15 Embedded Derivatives (“ASC 815-15”), 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. Based upon ASC 840-15-25, the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes and warrants. Pursuant to the sequencing approach, the Company evaluates its contracts based upon the earliest issuance date.

OnAs ~~May~~of 5,December ~~2023~~31, ~~the Company amended its articles~~2024 ofand ~~incorporation~~December to31, ~~increase~~2023, the ~~number~~Company ofhad ~~authorized~~no ~~shares~~derivative ofliabilities ~~common stock of the Company to 400,000,000~~outstanding.

~~Stock~~Note ~~issuance~~8 ~~for~~– ~~services~~Financing ~~and~~Arrangement - ~~stock~~Factoring ~~based compensation~~Liability

During the year ended December 31, ~~2023~~2024, the Company ~~issued~~entered ~~6,115,200 shares~~into ofvarious ~~common~~non-recourse ~~stock,~~agreements tofor ~~officers,~~the ~~employees~~sale ~~and~~of ~~vendors~~future receipts for ~~services~~gross ~~valued~~proceeds atof $~~434~~1,~~025~~630,487, receiving $947,101 in cash, which provided the Company with the ability to convert its account receivables into cash.

~~During~~The ~~the~~Company ~~years~~accounts ~~ended~~for ~~December~~these agreements ~~31,~~as ~~2023~~a ~~and 2022~~financing arrangement, with the ~~Company~~purchase ~~also~~price ~~recognized~~recorded ~~$439,054~~ as a liability and ~~$439,053,~~daily ~~respectively,~~repayments ofmade ~~expense~~are ~~relating~~a toreduction of the liability. ~~vesting~~As of ~~common~~December ~~stock~~31, ~~issued~~2024, there was an outstanding balance of $673,611 compared to ~~the~~$143,944 ~~Company’s~~as ~~Chairman~~of ~~and~~December ~~CEO~~31, 2023.

~~Settlement of accrued liabilities for common stock~~F-17

~~During~~Note ~~the~~9 ~~year~~– ~~ended December 31, 2023, the~~Stockholders’ Company issued 12,149,670 shares of common stock to officers, employees and vendors for accumulated past services of $807,076, including $416,667 to its Chairman and CEO, see note 10. The Company owes 140,361 shares of common stock to a vendor for services, leaving a payable of $98,650, which is included in accounts payable and accrued expenses on the consolidated balance sheet as of December 31, 2023.Deficit

~~Stock~~On ~~issued~~May ~~for~~5, ~~LFR~~2023, ~~Acquisition~~the Company amended its articles of incorporation to increase the number of authorized shares of common stock of the Company to 400,000,000.

~~During~~Stock ~~the~~issuance ~~year~~for ~~ended~~services ~~December~~and ~~31, 2023, the Company~~stock ~~issued~~based ~~2,400,000 shares of common stock for the acquisition of LFR with a fair value of $271,920 (see Note 4).~~compensation

~~Stock~~During the year ended December 31, 2024, the Company issued 18,775,140 shares of common stock, to officers, employees and vendors for ~~loan~~services ~~extension~~valued at $746,374.

OnDuring ~~June~~the 8,years ~~2022~~ended December 31, ~~the~~2024 ~~Company~~and ~~issued 100~~2023,~~000~~ ~~shares of~~the ~~common~~Company ~~stock~~also ~~valued~~recognized at $~~300~~440,~~000~~256 toand ~~one~~$439,054, respectively, of ~~its~~expense ~~note~~relating ~~holders~~to ~~per~~ the ~~loan~~vesting ~~extension~~of ~~agreement~~common ~~(see~~stock issued ~~Note~~to ~~6).~~the ~~The~~ Company’s ~~recognized~~Chairman ~~$878,806 loss~~and ~~on extinguishment of the note~~CEO.

FFor details of common stock issued in 2023 for services and acquisitions, see the Company’s Form 10-19K for the year ended December 31, 2023.

OnNote ~~July~~10 ~~13,~~– ~~2022,~~Related the Company entered into an amendment of its original promissory convertible note of September 1, 2021 with the note holder. The terms of the original note was amended to increase the principal balance of the note by $70,833; 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.Parties

OnNotes ~~August~~Payable 18, 2022, the Company entered into an additional amendment of a previous amendment dated May 31, 2022, of its original promissory convertible note executed on September 3, 2021. Under the terms of the new amendment dated August 18, 2022, the note is extended until September 30, 2022 and inAccrued ~~exchange,~~Interest ~~the~~– ~~Company agreed~~Related to provide the noteholder with 200,000 shares of common stock. In addition, the noteholder also agreed to cancel 500,000 warrants previously issued to the noteholder 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.Parties

OnYear ~~August~~Ended ~~26,~~December ~~2022~~31, 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 $4,106,707 gain on extinguishment upon cancellation of the warrants and derivative liabilities associated with the warrants that was partially offset by a loss on extinguishment of $77,960.2024

~~Conversion~~During ofthe ~~convertible~~year ~~notes~~ended ~~and~~December ~~accrued~~31, 2024, the Company entered into ~~interest~~the tofollowing ~~common~~transactions ~~stock~~with related parties:

On· ~~September~~During 19the year 2024, ~~2022~~John W. Meyer, President and COO of the Company, ~~under~~provided ~~the terms~~a loan of $105,000 to the ~~note~~Company. · On March 19, 2024, the Company issued ~~329~~900,~~670~~000 shares of common ~~shares~~stock ~~upon~~to the ~~conversion~~Chief ofFinancial ~~$148,870~~Officer as stock-based compensation in ~~notes~~lieu ~~payable~~of ~~plus~~cash $1payments,~~250~~ inat ~~transaction~~a ~~fees~~fair value of $0.05 ~~Upon conversion~~per ~~and~~share, ~~settlement~~totaling of$45,000. · On the ~~derivative~~same ~~liability~~date, the Company ~~recognized~~issued an aggregate of 5,000,000 shares of common stock to five directors (1,000,000 each), as stock compensation, at a fair value of $~~214~~0.05 per share,~~655~~ ~~gain~~totaling on$150,000. ~~extinguishment~~· The Company recognized $440,256 in stock compensation expense during the period, related to awards previously granted to its Chairman and CEO, which are being amortized over 82 months.

OnYear ~~September~~Ended ~~20,~~December ~~2022~~31, 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.2023

OnDuring ~~September 29, 2022,~~ the ~~Company,~~year ~~under~~ended ~~the terms~~December ~~of the note~~31, ~~issued 1~~2023,~~355,221~~ ~~common shares upon~~ the ~~conversion~~Company ofentered ~~$388,000 in notes payable. Upon conversion and settlement of~~into the ~~derivative~~following ~~liability,~~related ~~the~~party ~~Company recognized a $341,156 gain on extinguishment.~~transactions:

On· ~~December~~Issued 98,333,333 ~~2022~~shares of common stock at $0.05 per share to its Chairman and CEO to settle $416,667 ~~the~~in accrued salary. The Company, ~~under~~also ~~the~~amortized ~~terms~~ $439,054 of previously granted stock compensation to the ~~note,~~Chairman ~~issued~~and ~~256,410~~CEO ~~common~~(same ~~shares~~82-month ~~upon~~amortization ~~the~~schedule ~~conversion~~as ofnoted above). · Accrued $39120,~~744~~000 in ~~notes~~salary payable to its President and COO. ~~Upon~~· ~~conversion~~Paid $10,500 in fees to its former CFO and ~~settlement~~accrued an additional $18,000 in unpaid fees as of ~~the~~December ~~derivative liability~~31, 2023. · Issued 2,685,180 shares of common stock at $0.05 per share (valued at $134,259) and paid $7,500 in cash to the Company’s ~~recognized~~Corporate Secretary for legal services. Additionally, $3,500 in fees remained accrued. · Issued 3,663,636 shares of common stock to a board member in settlement of $41150,~~435~~000 ~~gain~~in onnotes ~~extinguishment~~payable and $33,182 in accrued interest.

On December 9, 2022, the Company, under the terms of the note, issued 1,923,077 common shares upon the conversion of $148,077 in notes payable. Upon conversion and settlement of the derivative liability, the Company recognized a $148,254 gain on extinguishment.F-18

OnNote ~~January~~11 ~~13,~~– ~~2023,~~Segment ~~the Company, under the terms of the note, issued 2,600,000 common shares upon the conversion of $130,000 in notes payable. Upon conversion~~ and ~~settlement of the derivative~~Geographic ~~liability, the Company recognized a $155,870 gain on extinguishment.~~Information

OnOperating ~~January~~segments ~~23,~~are ~~2023,~~identified as ~~the~~components ~~Company,~~of ~~under~~an ~~the~~enterprise ~~terms of~~about ~~the~~which ~~note,~~separate ~~issued~~discreet ~~2,666,763~~financial ~~common~~information ~~shares~~is ~~upon~~available ~~the~~for ~~conversion~~evaluation ofby ~~$133,000~~the inchief ~~notes~~operating officer, ~~payable.~~or ~~Upon~~chief ~~conversion~~executive ~~and~~officer, ~~settlement~~in ofmaking ~~the~~decisions ~~derivative liability,~~on ~~the~~how ~~Company~~to ~~recognized~~allocate aresources ~~$162,808~~and ~~gain~~assess ~~on extinguishment~~performance.

OnThe ~~April~~Company ~~26,~~is ~~2023~~operated and ~~June 7~~managed geographically, ~~2023,~~and management evaluates performance and allocates the Company ~~issued~~’s ~~6,340,591~~resources ~~common~~on ~~shares~~a ~~valued~~geographic atbasis. ~~$843,933~~Operating ~~upon~~segments’ measure ~~the~~of ~~conversion~~profitability ofis ~~notes~~based ~~payable~~on loss from operations. ~~Upon~~The ~~conversion~~accounting ofpolicies for the ~~note~~reportable ~~and~~operating ~~settlement~~segments ~~and~~are the same ~~derivative~~as ~~liability,~~for the Company ~~recognized~~taken as a ~~$132,142~~whole. ~~loss~~The onCompany ~~extinguishment~~has three reportable operating segments: North America (including its subsidiaries in United States and Canada), ~~see~~Latin ~~Note~~America 6(including subsidiaries in Mexico and Ecuador) and Asia (including its subsidiaries in Malaysia and Taiwan.).

OnInformation ~~May~~about ~~1, 2023 and June 21, 2023, the Company~~operating ~~issued~~segments ~~5,120,200~~is ~~common~~as ~~shares valued at $250,889, resulting in a loss on extinguishment of $79,212, see Note 6.~~follows:

F-20


	Year Ended December 31,
	2024			2023
Geographic Net Sales:
Americas	$	2,168,270		$	1,675,992
Latin America		2,670,163			3,065,274
Asia		215,257			180,265
Total Net Sales	$	5,053,690		$	4,921,531

Cost of Goods Sold:
Americas	$	400,415		$	308,607
Latin America		834,280			638,898
Asia		91,649			54,135
Total Cost of Goods Sold:	$	1,326,344		$	1,001,640

Operating Expenses:
Americas	$	3,711,475		$	5,166,285
Latin America		2,155,873			2,662,950
Asia		246,425			315,202
Total Operating Expenses	$	6,113,773		$	8,144,437

Loss from operations:
Americas	$	(1,943,618	)	$	(3,798,900	)
Latin America		(319,992	)		(236,574	)
Asia		(122,817	)		(189,072	)
Total Loss from Operations	$	(2,386,427	)	$	(4,224,546	)

Total Assets by Geographic Location
Americas	$	3,123,445		$	3,451,192
Latin America		606,127			163,830
Asia		48,908			68,249
Total Assets	$	3,778,480		$	3,683,271

On June 12, 2023, the Company issued 5,522,303 common shares upon the conversion of $276,115 in notes payable and accrued interest. Upon conversion, the Company recognized a $5,516 loss on extinguishment.F-19

OnNote ~~August~~12 8,– ~~2023~~Commitments and ~~August 11, 2023, the Company issued 3,814,418 common shares valued at $190,721.~~Contingencies

OnLegal ~~September 21, 2023, the Company issued 4,307,561 common shares upon the conversion of $573,336 in notes payable and accrued interest.~~ proceedings

~~Reclassification~~On ofAugust 6, ~~derivative~~2019, ~~liabilities~~the former CEO (prior to the Company’s bankruptcy proceedings) filed a lawsuit against the Company’s subsidiary, Stemtech HealthSciences Corp., alleging unpaid salary and vacation pay related to ~~APIC~~a period prior to the current management team assuming control in 2018. The total claim is for approximately $267,000. The Company has filed a counterclaim against the former CEO and considers his claims to be without merit.

OnAs ~~May~~of 1December 31, 2024 and 2023, the Company nohas ~~longer~~accrued ~~had~~$267,000 ~~derivative~~related ~~liabilities~~to ~~associated~~this ~~with~~matter, ~~the~~which ~~warrants~~is ~~and~~included ~~their~~in ~~cumulative~~accounts ~~value~~payable ofand ~~$1,011,451~~accrued ~~was~~liabilities ~~reclassified~~in ~~into~~the ~~additional~~consolidated ~~paid~~balance insheets. ~~capital~~The onCourt dismissed the ~~consolidated~~former ~~statement~~CEO’s ofrequest ~~stockholders’~~for ~~deficit~~summary judgment on March 3, 2023; however, the litigation remains ongoing.

Note 10 13 – ~~Related~~Income ~~Parties~~Taxes

~~Notes~~Income ~~Payable~~taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, future tax liabilities and ~~Accrued~~assets ~~Interest~~are –recognized ~~Related~~for ~~Parties~~the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled. The effect of a change in income tax rates on future income tax liabilities and assets is recognized in income in the period that the change occurs. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized.

~~During~~The FASB has issued ASC 740 clarifies the ~~period~~accounting ~~ended~~for ~~December~~uncertainty ~~31,~~in ~~2023,~~income ~~the~~taxes recognized in an enterprise’s financial statements. This standard requires a company ~~Company~~to ~~entered~~determine ~~into~~whether it is more likely than not that a tax position will be sustained upon examination based upon the ~~following~~technical ~~related~~merits of ~~party~~the ~~transactions:~~position.

·If ~~Issued 8,333,333 shares of common stock at $0.05 per share for $416,667 in accrued salary for its Chairman and CEO and in addition~~ the ~~Company~~more-likely-than-not ~~amortized $439,054 of previous stock compensation granted to its Chairman and CEO that~~ threshold is ~~being amortized over 82 months; · The Company paid $120~~met,~~000~~ ina ~~salary~~company tomust ~~its~~measure ~~President~~the ~~and~~tax ~~COO.~~position ~~· The Company accrued $3,500 in fees payable and issued 2,685,180 shares of common stock at $0.05 per share for $134,259, and $7,500 in cash~~ to ~~its~~determine ~~Corporate~~the ~~Secretary~~amount ~~for legal services. · The Company paid $10,500 in fees~~ to ~~its~~recognize ~~CFO and accrued $18,000~~ in ~~fees payable. The CFO is also~~ the ~~COO of CFO Squad LLC providing~~ financial ~~reporting services to the Company~~statements. · The Company issued 3,663,636 shares of common stock to one of its board members to settle notes payable of $150,000 and accrued interest of $33,182. · A company with a common director advanced the Company $1,400,000 at 10% on September 1, 2021 for which the Company accrued $144,358 in interest during the year ended December 31, 2023. There was $0 and $165,000 of accrued interest in accounts payable and accrued liabilities on the consolidated balance sheet as of December 31, 2023 and 2022, respectively. This note is also described in Note 6.

~~During~~As ~~the~~a ~~year~~result ~~ended~~of ~~December~~the ~~31,~~implementation of ~~2022~~this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards ~~entered~~established ~~into~~by ASC 740 and concluded that the ~~following~~tax ~~related~~position ~~party~~of ~~transactions:~~the Company has not met the more-likely-than-not threshold as of December 31, 2024.

· It recognized $250,000 in accrued salary for its Chairman and CEO in addition to the Company amortized $439,054 ($439,054 in 2021) of previous stock compensation granted to its Chairman and CEO that is being amortized over 10 years; · On September 7, 2022, the Company granted 974,344 common shares of the Company to past and current directors for past services with a fair value of $2,806,111. · On December 29, 2022, the Company granted 1,500,000 common shares of the Company to current directors for current services with a fair value of $150,000. · A current director previously advanced $100,000 with an interest rate of 5% for which the Company accrued $7,604 ($7,538 in 2021) as interest expense and it is also included within accounts payable and accrued liabilities. · On December 29, 2022, the Company granted its Corporate Secretary 600,000 common shares of the Company for past services with a fair value of $60,000 in addition to $8,000 in cash that was paid during the year. · A company with a common director advanced the Company $1,400,000 at 10% on September 1, 2021 for which the Company accrued $140,000 ($35,000 in 2021) in interest for the year and this amount is included in accounts payable and accrued liabilities. This note is also described in Note 6. · The Company paid its CFO $7,500 in fees during the year.F-20

InThe ~~addition,~~domestic asand ~~at December 31, 2022, the Company~~foreign ~~owes~~components ~~Officers~~of ~~$179,509~~loss ~~that~~before isprovision ~~included~~for inincome ~~accounts~~taxes ~~payable~~were ~~and~~as ~~accrued liabilities.~~follows:

F-21


	Year Ended			Year Ended
	December 31, 2024			December 31, 2023
Domestic	$	(3,386,541	)	$	(4,994,976	)
Foreign		(386,160	)		(437,003	)
Loss before provision for income taxes	$	(3,772,701	)	$	(5,431,979	)

~~Note~~The ~~11 – Segment~~reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2024 and ~~Geographic~~2023 ~~Information~~is as follows:

Operating segments are identified as components of an enterprise about which separate discreet financial information is available for evaluation by the chief operating officer, or chief executive officer, in making decisions on how to allocate resources and assess performance.


	Year Ended			Year Ended
	December 31, 2024			December 31, 2023
Loss before income taxes	$	(3,772,701	)	$	(5,431,979	)
Taxes benefits under statutory US tax rates		(792,267	)		(1,140,716	)
Increase (decrease) in taxes resulting from:
Change in valuation allowance		(997,142	)		672,813
Foreign tax rate differential		68,863			79,780
Permanent differences		1,779,553			435,797
State taxes		(59,007	)		(47,674	)
Provision for income taxes	$	–		$	–

~~The~~Deferred ~~Company~~income istaxes ~~operated and managed geographically,~~reflect ~~and management evaluates performance and allocates~~ the ~~Company’s~~net ~~resources~~tax oneffects ~~a geographic basis. Operating segments’ measure~~ of ~~profitability~~temporary isdifferences ~~based~~between onthe ~~loss~~carrying ~~from~~amount ~~operations.~~of ~~The~~assets ~~accounting~~and ~~policies~~liabilities for ~~the~~financial ~~reportable~~reporting ~~operating~~purposes ~~segments~~and amounts ~~are~~used ~~the same as~~ for ~~the Company~~income ~~taken~~tax ~~as a whole~~purposes. ~~The~~Significant ~~Company~~components ~~has~~of ~~three~~the ~~reportable~~Company's ~~operating~~deferred ~~segments:~~tax ~~North~~assets ~~America (including its subsidiaries in United States~~ and ~~Canada),~~liabilities ~~Latin~~consist ~~America~~of ~~(including~~the ~~subsidiaries in Mexico and Ecuador) and Asia (including its subsidiaries in Malaysia and Taiwan.).~~following:

Information about operating segments is as follows:

Schedule of deferred taxes
	December 31, 2024			December 31, 2023
Deferred tax assets
Net operating loss carryforwards	$	6,389,127		$	6,394,098
Stock based compensation		1,718,035			2,098,976
Intangibles		(680,012	)		(70,768	)
Depreciation		(3,973	)		(1,986	)
Other		(27,130	)		(27,130	)
Total deferred tax assets		7,396,047			8,393,189

Valuation allowance		(7,396,047	)		(8,393,189	)
Net deferred tax assets (liabilities)	$	–		$	–

Schedule of information about operating segments
	Year Ended December 31,
	2023			2022
Geographic Net Sales:
Americas	$	1,675,992		$	1,547,056
Latin America		3,065,274			2,501,416
Asia		180,265			510,927
Total Net Sales	$	4,921,531		$	4,559,399
Cost of Goods Sold:
Americas	$	308,607		$	279,246
Latin America		638,898			723,544
Asia		54,135			161,228
Total Cost of Goods Sold:	$	1,001,640		$	1,164,018
Operating Expenses:
Americas	$	5,166,285		$	6,057,305
Latin America		2,662,950			1,823,365
Asia		315,202			538,091
Total Operating Expenses	$	8,144,437		$	8,418,761
Loss from operations:
Americas	$	(3,798,900	)	$	(4,789,494	)
Latin America		(236,574	)		(45,493	)
Asia		(189,072	)		(188,393	)
Total Loss from Operations	$	(4,224,546	)	$	(5,023,380	)
Total Assets by Geographic Location
Americas	$	3,451,192		$	3,986,976
Latin America		163,830			198,609
Asia		68,249			81,356
Total Assets	$	3,683,271		$	4,266,941

At December 31, 2024, the Company had net operating loss (“NOL”) carryforwards of approximately $29.1 million that may be offset against future taxable income. Of the $29.1 million in NOLs, approximately $25.6 million relates to U.S. federal and state net operating losses, which are subject to limitations under Internal Revenue Code Section 382. These U.S. NOLs are limited to 80% of taxable income in any given year but do not expire under current tax law. The remaining $3.5 million relates to non-U.S. jurisdictions and may begin to expire in varying years depending on local regulations.

F-2221

Note 1214 – ~~Commitments~~Subsequent ~~and Contingencies~~Events

~~Legal~~Management ~~proceedings~~of the Company has performed a review of events and transactions occurring after the consolidated balance sheet date to determine if there were any such events or transactions requiring adjustment to or disclosure in the accompanying consolidated financial statements, noting none other than the following:

On ~~August~~November 630, ~~2019~~2024, ~~Ray~~ ~~Carter,~~ the ~~former~~Company entered ~~CEO~~into ~~prior~~a toMerger ~~the~~Agreement ~~Company’s~~with ~~Bankruptcy~~Seacret Direct, ~~filed~~LLC (“Seacret”), a ~~lawsuit~~multi-level ~~against~~marketing ~~the~~firm ~~Company’s~~specializing ~~subsidiary~~in ~~Stemtech~~health ~~HealthSciences, alleging unpaid salary~~ and ~~vacation~~lifestyle ~~time~~products. ~~dating~~Pursuant to athe ~~period~~agreement, ~~predating~~ the Company’s ~~current~~will ~~management~~acquire ~~team taking~~substantially ~~control~~all inassets ~~2018.~~of ~~Mr.~~Seacret, ~~Carter’s~~excluding ~~claim~~certain isspecified assets, in ~~the~~exchange ~~amount~~for ~~of $267~~13,400,000. ~~The~~Preferred ~~Company~~Shares ~~has~~valued ~~counter-sued~~at ~~Ray~~$2.50 ~~Carter~~per ~~personally and~~share, ~~deems~~each ~~this~~convertible ~~matter~~into ~~non-meritorious.~~10 AtCommon ~~the~~Shares. ~~same~~The ~~time,~~closing of the ~~Company~~transaction ~~has accrued $267,000 which~~ is ~~included~~subject into ~~accounts~~the ~~payable~~completion ~~and accrued~~of ~~liabilities~~an inaudit ~~the~~of ~~consolidated~~Seacret ~~balance~~and ~~sheets at~~other ~~December~~customary ~~31,~~closing ~~2023 and 2022~~conditions. ~~Mr.~~This ~~Carter’s~~transaction ~~request~~was ~~for Summary~~previously ~~Judgment~~disclosed ~~was~~in ~~dismissed~~a byForm ~~the~~8-K ~~Court~~filed on ~~March~~December 36, ~~2023~~2024.

InOn March 6, 2025, the ~~opinion~~Company issued an aggregate of ~~management~~5,000,000 ~~the~~shares ~~resolution~~of common stock to five directors in recognition of ~~this~~ ~~matter,~~their ifservices. ~~any~~Each director received 1,000,000 shares. ~~will~~The ~~not~~fair ~~have~~value aof ~~material~~the ~~adverse~~shares ~~impact~~was on$0.04 ~~the~~per ~~Company’s~~share, ~~consolidated~~resulting ~~financial~~in ~~position~~total orstock-based ~~consolidated~~compensation ~~results~~ expense of ~~operations~~$150,000.

~~Note~~On 13March –7, 2025, ~~Income~~the ~~Taxes~~Company entered into a merchant cash advance agreement for a principal amount of $140,425. Under the terms of the agreement, the Company is required to make daily repayments of $1,170.20 over a term of 120 business days. The proceeds were used to support short-term working capital needs.

~~Income~~On ~~taxes~~March ~~are~~20, 2025, ~~accounted for under~~ the ~~liability method~~Company ofissued ~~accounting~~a ~~for income taxes. Under the liability method~~$52,500 ~~future~~convertible ~~tax~~promissory ~~liabilities~~note ~~and assets are recognized for the estimated future tax consequences attributable~~ to ~~differences~~1800 ~~between~~Diagonal ~~the~~Lending ~~amounts~~LLC ~~reported~~for inproceeds ~~the financial statement carrying amounts~~ of ~~assets and liabilities and their respective tax bases~~$43,750. ~~Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled.~~ The ~~effect~~note ofbears a one-time ~~change~~10% ininterest ~~income~~charge, ~~tax~~matures ~~rates~~ on ~~future~~ ~~income~~January ~~tax~~30, ~~liabilities~~2026, and ~~assets~~ is ~~recognized~~repayable in ~~income~~ten inmonthly ~~the~~installments ~~period~~beginning ~~that~~April ~~the~~30, ~~change occurs~~2025. ~~Future income tax assets are recognized~~The tonote ~~the~~includes ~~extent~~standard ~~that~~default ~~they~~provisions ~~are~~and ~~considered~~is ~~more~~convertible ~~likely~~into ~~than~~common ~~not~~stock toupon ~~be realized~~default.

~~The~~On ~~FASB~~March ~~has~~20, 2025, ~~issued~~the ~~ASC~~Company ~~740~~issued ~~clarifies~~another ~~the~~$76,500 ~~accounting for~~promissory ~~uncertainty~~note into ~~income~~1800 ~~taxes~~Diagonal ~~recognized~~Lending inLLC anfor ~~enterprise’s~~proceeds ~~financial~~of ~~statements~~$63,750. ~~This~~The ~~standard~~note ~~requires~~includes a ~~company~~one-time 10% tointerest ~~determine whether~~charge, itmatures on January 30, 2026, and is ~~more~~repayable ~~likely~~in ~~than~~five ~~not~~scheduled ~~that~~installments abeginning ~~tax~~September ~~position~~30, ~~will~~2025. beThe ~~sustained~~note includes ~~upon~~customary ~~examination~~default ~~based~~provisions ~~upon~~and ~~the~~may ~~technical~~be ~~merits~~converted ofinto ~~the~~common ~~position~~stock upon default.

~~If the more~~F-~~likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.~~22

As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740 and concluded that the tax position of the Company has not met the more-likely-than-not threshold as of December 31, 2023.

The domestic and foreign components of loss before provision for income taxes were as follows:

Schedule of domestic and foreign components of income
	Year Ended			Year Ended
	December 31, 2023			December 31, 2022
Domestic	$	(4,994,976	)	$	(8,551,252	)
Foreign		(437,003	)		14,042
Loss before provision for income taxes	$	(5,431,979	)	$	(8,537,210	)

F-23

The reconciliation of income tax expense computed at the U.S. federal statutory rate to the income tax provision for the years ended December 31, 2023 and 2022 is as follows:

Schedule of reconciliation of income tax expense
	Year Ended			Year Ended
	December 31, 2023			December 31, 2022
Loss before income taxes	$	(5,431,979	)	$	(8,537,210	)
Tax expense (benefit) under statutory US tax rates		(1,140,716	)		(1,792,814	)
Increase (decrease) in taxes resulting from:
Increase in valuation allowance		672,813			2,697,747
Foreign tax rate differential		79,780			110,120
Permanent differences		435,797			(495,637	)
State taxes		(47,674	)		(423,798	)
Provision (benefit) for income taxes	$	–		$	95,618

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities consist of the following:

Schedule of deferred taxes
	December 31, 2023			December 31, 2022
Deferred tax assets (liabilities)
Net operating loss carryforwards	$	6,385,854		$	6,132,841
Stock-based compensation		2,098,976			1,664,597
Intangibles		(70,768	)		(83,111	)
Depreciation		(1,986	)		(1,986	)
Other		(27,130	)		(209	)
Total deferred tax assets		8,384,945			7,712,132
Valuation allowance		(8,384,945	)		(7,712,132	)
Net deferred tax assets	$	–		$	–

At December 31, 2023, the Company had net operating loss (“NOL”) carryforwards of approximately $24.8 million that may be offset against future taxable income. Of the $24.8 million of net operating losses, U.S. Federal and state net operating losses accounted for $21.2 million and are subject to limitation under IRC Section 382. The U.S. net operating losses are limited to utilization of 80% of taxable income but do not have an expiration. At December 31, 2022, the Company had $3.6 million of non-US NOL carryforwards.

Note 14 – Subsequent Events

Management of the Company has performed a review of events and transactions occurring after the consolidated balance sheet date to determine if there were any such events or transactions requiring adjustment to or disclosure in the accompanying consolidated financial statements, noting none other than the following:

On March 19, 2024, the Company issued 1,000,000 shares to five directors for a total of 5,000,000 shares at a fair value of $0.03 per share or a total of $150,000.

On March 19, 2024, the Company issued 5,168,354 shares to various consultants and employees as stock compensation at a fair value of $0.03 per share or a total of $155,051.

On March 19, 2024, the Company issued 900,000 shares to the Chief Financial Officer as stock compensation in lieu of cash for services for a fair value of $0.03 per share for a total of $27,000.

On April 1, 2024, the Company issued a promissory note with an investor for $80,000, net of original issue discount of $15,200. The note accrues interest at 13% per annum and will be paid in four payments through December 30, 2024.

On April 1, 2024, the Company issued a convertible promissory note with a lender for $25,000. The note accrues interest at 12% per annum and will be paid in quarterly payments through October 1, 2025 convertible in the Company’s Common Stock at the rate of to the same price per share paid by the other investors that purchase the Company’s Common Stock in the financing in excess of $500,000 (a “Qualified Equity Financing”). The lender was issued 25,000 of warrants of the Company’s Common Stock with an exercise price of $0.10 per share with a term of three (3) years.

On April 2, 2024, the Company issued 712,500 shares common stock to settle for a stock payable owed as of December 31, 2023.

On May 14, 2024, the Company issued a promissory note with a lender for $107,000, net of original issue discount of $17,120. The note accrues interest at 13% per annum and will be paid in ten payments of $14,026 due monthly through March 30, 2025 and in the event of a default, the lender has the right to convert of any amounts due to Common Stock at a conversion price of $0.01/share of Common Stock.

F-24

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A(T). Controls and Procedures.

A.	Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, Stemtech’s principal executive officer and principal financial officer evaluated its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) for the period covered by this annual report as of its fiscal year end, December 31, ~~2022~~2024. Based on this evaluation, this officer concluded that as of the end of the period, these disclosure controls and procedures were adequate to ensure that the information required to be disclosed by Stemtech in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and include controls and procedures designed to ensure that such information is accumulated and communicated to management, including Stemtech’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, ~~2022~~2024. Based on that evaluation, management concluded that Stemtech’s disclosure controls and procedures were adequate as of such date to ensure that information required to be disclosed in the reports that Stemtech files or submits 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 Stemtech’s internal control over financial reporting during the fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

B.	Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over Stemtech’s financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in the Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Stemtech’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Based on Stemtech’s evaluation, its Chief Executive Officer and Chief Financial Officer concluded that Stemtech’s internal controls over financial reporting were not effective as of December 31, ~~2022~~2024 and were subject to material weaknesses.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses in Stemtech’s internal control over financial reporting using the criteria established in the COSO:

1. Failing to have an audit committee or other independent committee that is independent of management to assess internal control over financial reporting; and

2. Failing to have a director that qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

3. Lack of segregation of duties consistent with control objectives.

4. Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and applications of US GAAP and SEC disclosure requirements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

This annual report does not include an attestation report of Stemtech’s independent registered public accounting firm regarding internal control over financial reporting. Stemtech’s internal control over financial reporting was not subject to attestation by Stemtech’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit Stemtech to provide only management’s report in this annual report.

C.	Changes in Internal Control over Financial Reporting.

During the year ended December 31, ~~2023~~2024, Stemtech’s internal control over financial reporting was not subject to changes.

Item 9B. Other Information.

During the ~~quarter~~year ended December 31, ~~2023~~2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

12Insider Trading Policies and Procedures

~~PART~~The ~~III~~Company has adopted insider trading policies and procedures that are reasonably designed to promote compliance with applicable securities laws and regulations. These policies apply to the Company’s directors, officers, employees, and the Company itself, and are intended to prevent trading in the Company’s securities while in possession of material nonpublic information.

The policies include restrictions on trading during blackout periods, pre-clearance requirements for certain individuals, and provisions related to Rule 10b5-1 trading plans. The Company monitors compliance with these policies on an ongoing basis.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None.

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(A) of the Exchange Act.

The following individuals serves as Directors and Executive Officers of the Company as of the date of this Annual Report. Directors of the Company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. Executive officers of the Company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Name	Position	Age	Held Position Since
John W. Meyer	Director, President & COO	7071	August 19, 2021
Charles S. Arnold	Director, CEO	7374	August 19, 2021
John Thatch	Director	6061	September 17, 2021
Benjamin Kaplan	Director	5758	September 17, 2021
Darryl V. Green	Director	5960	September 17, 2021
James Cardwell	CFO	64	September 5, 2021
Srilakshmi Vadlapatla	CFO	40	December 15, 2024

Mr. Charles Arnold, Mr. Arnold’s ability to integrate marketing concepts and financial strategies play a pivotal role in the development of his clients’ businesses. In addition to developing start-up companies, he is responsible for placing more than $1 Billion into public and private companies with as much as $400 Million in a single transaction. Significant mergers and acquisitions have been accomplished through his network of financial specialists and professionals throughout the world. In 1993, Mr. Arnold was one of the original investors in pre-paid legal “PPD” (now Legal Shield). In 2001 he was engaged by National Health “LEXXUS”, and the company grew from under $1.00 to over $40 and traded on the American stock exchange. Mr. Arnold feels that the direct sales marketing industry is an underserved market that deserves investors’ attention. Mr. Arnold believes that Stemtech has exceptional growth potential and sees this company’s bright future with innovative stem cell nutrition products and the business opportunity for our Independent Business Partners.

Mr. John W. Meyer. With over 45 years’ business experience in logistics and management of projects, supply chain and staff, Mr. Meyer oversees operations for Stemtech’s global company. In fifteen years with Stemtech, he has supported openings of 51 national markets, serving as VP of Global Operations prior to his position as COO in 2016 and as President and COO since October 2021. Mr. Meyer is responsible for global management of the Company, including operations, inventory management, purchasing, transportation, as well as for global Human Resources, Partner Services, Training, Information Technology, global facilities and for global manufacturing of nutraceuticals, cosmetics, oral healthcare, ECO products and any new product development and quality assurance. He also is the executive sponsor and leader of the Life Sciences Advisory Board, the Field Advisory Board and the Business Advisory Board. Mr. Meyer graduated from the University of San Francisco with B.A. and M.A. degrees. He previously worked at Shaklee, Arbonne, and third-party logistics provider Menlo Worldwide – now a part of XPO Logistics.

John “JT” Thatch, serves as Chief Executive Officer and Vice Chairman of Sharing Services Global Corporation a publicly traded company with over $100M in annual revenues. Mr. Thatch is an accomplished executive who has successfully started and operated businesses in various industries that include service companies, retail, wholesale, on-line learning, finance, real estate management and technology. From 2009 to 2016, Mr. Thatch served as Chief Executive Officer of Universal Education Group, in 2016 Mr. Thatch created Superior Wine and Spirits, LLC, a Florida-based wholesale distributor of wine and spirits. Prior to 2005, Mr. Thatch served as CEO of Orbital Energy Group, Inc. (“OEG”), a NASDAQ-listed company formerly known as OnScreen Technologies, Inc. Mr. Thatch currently serves on the board of directors of several other companies and is the lead independent director of Document Security Systems, Inc. (“DSS”), a NYSE listed company and is a current member of NACD.

Benjamin Kaplan has been a successful entrepreneur and investor for over 20 years, with a particular focus on health, wellness and pharmaceutical companies. He currently serves as the CEO of Ehave, Inc., a leader in digital therapeutics delivering evidence-based therapeutic interventions to patients.

Darryl V. Green is Founder and President of DVG Ventures & DVG Nutrition since 2014. He specializes in health and nutrition businesses and is a franchise strategist. For over 30 years, from 1983 – 2014, Mr. Green was with GNC Nutrition which included 20 years of corporate and franchise executive positions and over 10 years of various field positions encompassing all facets of retail operations across the United States.

All directors serve for terms of one year each and are subject to re-election at Annual Meeting of Shareholders, unless they earlier resign.

There are no material proceedings to which any of our directors, officers or affiliates, any owner of record or beneficially of more than five percent of any class of our voting securities, or any associate of any such director, officer, affiliate, or security holder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

We have attempted and will continue to attempt to ensure that any transactions between we and our officers, directors, principal shareholders, or other affiliates have been and will be on terms no less favorable to us than could be obtained from unaffiliated third parties on an arm’s length basis.

Involvement in Certain Legal Proceedings

Except as noted herein or below, during the last ten (10) years none of our directors or officers have:

(1) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2) been convicted in a criminal proceeding or subject to a pending criminal proceeding;

(3) been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4) been found by a court of competent jurisdiction in a civil action, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

All of these filing requirements were satisfied by the Company’s officers, directors, and ten-percent holders.

In making these statements, we have relied on the written representation of our Directors and Officers or copies of the reports that they have filed with the Commission.

(b) Identify Significant Employees

~~Mr.~~ Charles S. Arnold, ~~CEO,~~Chief Executive Officer – Mr. Arnold is dedicated full-time to Stemtech Corporation and plays a key role in strategic oversight and corporate direction. He also serves on ~~other~~the ~~company~~boards ~~Boards~~of other companies. Mr. Arnold ~~draws~~does nonot receive a cash salary; ~~however~~instead, his compensation is ~~taken in~~provided in the form of shares of the Company’s common stock or debt instruments.

~~Mr.~~ John W. Meyer, ~~is Stemtech’s~~ President and Chief Operating Officer. – Mr. Meyer devotes his full time to ~~our~~the business operations of the Company and is responsible for the day-to-day execution of corporate strategy and operations management.

Srilakshmi Vadlapatla, Chief Financial Officer – Mrs. Vadlapatla also devotes her full time to the Company. She oversees the Company’s financial planning, reporting, and regulatory compliance functions.

There are no family relationships among the directors, executive officers or persons nominated or chosen by our company to become directors or executive officers.

(d) Involvement in Certain Legal Proceedings

During the past 10 years, no Director, officer, or promoter of Stemtech has been:

· a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time; · convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); · subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; · subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, or to be associated with persons engaged in any such activity; · found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated; · found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; · the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: any Federal or State securities or commodities law or regulation; or

any Federal or State securities or commodities law or regulation; or

	·	any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

	·	any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

(f) Nomination Procedure for Directors

Stemtech does not have a standing nominating committee; recommendations for candidates to stand for election as directors are made by the board of directors. Stemtech has not adopted a policy that permits shareholders to recommend candidates for election as directors or a process for shareholders to send communications to the board of directors.

(g) Audit Committee Financial Expert

Stemtech has no financial expert. Management believes the cost related to retaining a financial expert at this time is prohibitive. Stemtech’s Board of Directors has determined that it does not presently need an audit committee financial expert on the Board of Directors to carry out the duties of the Audit Committee. Stemtech’s Board of Directors has determined that the cost of hiring a financial expert to act as a director of Stemtech and to be a member of the Audit Committee or otherwise perform Audit Committee functions outweighs the benefits of having a financial expert on the Audit Committee.

(h) Identification of Audit Committee

Stemtech does not have a separately designated standing audit committee. Rather, Stemtech’s entire board of directors perform the required functions of an audit committee. Currently, John W. Meyer our President and COO and Charles S. Arnold, our CEO are the only members of Stemtech’s audit committee, but they do not meet Stemtech’s independent requirements for an audit committee member. See “Item 13. (c) Director independence” below for more information on independence.

(i) Code of Ethics

Stemtech has adopted a financial code of ethics that applies to all its executive officers and employees, including its CEO and CFO. See Exhibit 14 – Code of Ethics for more information. Stemtech undertakes to provide any person with a copy of its financial code of ethics free of charge. Please contact Stemtech at (954) 715-6000 to request a copy of Stemtech’s financial code of ethics. Management believes Stemtech’s financial code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Item 11. Executive Compensation

~~The~~We do ~~following~~not ~~table~~grant ~~sets~~equity ~~forth~~awards in anticipation of the ~~compensation paid~~release of material nonpublic information that is likely to ~~our~~result ~~officers~~in ~~for~~changes to the price ~~years~~of ~~ended~~our ~~December~~common 31stock, ~~2023~~ and ~~2021.~~we ~~This~~do ~~information~~not ~~includes~~time the ~~dollar~~public ~~value~~release of ~~base~~such ~~salaries,~~information ~~bonus~~based on award grant dates. During the last completed fiscal year, we did not grant any equity awards to a named executive officer or director within the period beginning four business days before and ~~number~~ending one business day after the filing of ~~stock~~a ~~options~~periodic ~~granted,~~report ~~and~~on ~~certain~~Form ~~other~~10-Q ~~compensation~~or Form 10-K, ifor ~~any.~~the ~~The~~filing ~~compensation~~or ~~discussed~~furnishing ~~addresses~~of ~~all~~a ~~compensation~~current ~~awarded~~report ~~to,~~on ~~earned~~Form by8-K. Further, orwe ~~paid~~have tonot ~~named~~timed the disclosure of material nonpublic information for the purpose of affecting the value of executive ~~officers~~compensation.

~~Summary~~The ~~Compensation~~following ~~Table~~table sets forth the compensation paid to our officers for the years ended December 31, 2024 and 2023. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers.

						Stock		All Other
Name and Principal Position	Year	Salary		Bonus		Awards		Compensation		Total
Charles S. Arnold, Director, CEO	2023	$	250,000	$	–		1,255,837	$	–	$	1,505,837
	2022	$	250,000	$	–		439,054	$	–	$	689,054
John W. Meyer, President & COO	2023	$	120,000	$	–		–	$	–	$	120,000
	2022	$	120,000	$	–		109,526	$	–	$	229,526
James S. Cardwell, CFO	2023	$	22,500	$	–		–	$	–	$	22,500
	2022	$	7,500	$	–		–	$	–	$	7,500

Summary Compensation Table

There are no stock option plans, retirement, pension, or profit-sharing plans for the benefit of Stemtech’s officers and directors.

							Stock		All Other
Name and Principal Position	Year		Salary		Bonus		Awards		Compensation		Total
Charles S. Arnold		2024	$	250,000	$	–		440,256	$	–	$	690,256
Director, CEO		2023	$	250,000	$	–		439,054	$	–	$	689,054
John W. Meyer		2024	$	120,000	$	–		–	$	–	$	120,000
President & COO		2023	$	120,000	$	–		–	$	–	$	229,526
James S Cardwell		2024	$	22,500	$	–		–	$	–	$	22,500
Former CFO		2023	$	22,500	$	–			$	–	$	22,500
Srilakshmi Vadlapatla, CFO		2024	$	2,500	$	–		–	$	–	$	2,500

16There are no stock option plans, retirement, pension, or profit-sharing plans for the benefit of Stemtech’s officers and directors.

~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~14

~~The~~Item ~~table~~12. ~~below~~Security ~~sets~~Ownership ~~forth information regarding the beneficial ownership~~ of ~~our common stock by (i) our directors and named executive officers (including persons who served as principal~~ ~~executive~~Certain ~~officer~~Beneficial ~~and~~Owners ~~principal financial officer during a portion of the fiscal year ended December 31, 2023)~~ and ~~all~~Management ~~the named executives~~ and ~~directors~~Related asStockholder ~~a group and (ii) any other person or group that to our knowledge beneficially owns more than five percent of our outstanding shares of common stock.~~Matters

The table below sets forth information regarding ~~contained~~the inbeneficial ~~this~~ownership ~~table~~of isour ascommon stock by (i) our directors and named executive officers (including persons who served as principal executive officer and principal financial officer during a portion of ~~May~~the 15fiscal year ended December 31, 2024.) Atand all the named executives and directors as a group and (ii) any other person or group that ~~date,~~to weour ~~had~~knowledge ~~116,769,707~~ beneficially owns more than five percent of our outstanding shares of common stock ~~outstanding~~.

AThe ~~person~~information iscontained ~~deemed~~in tothis ~~be a beneficial owner of~~table ~~shares~~is ifas ~~he has the power to vote or dispose~~ of ~~the~~April ~~shares~~15, 2025. ~~This~~At ~~power~~that ~~can be exclusive or shared~~date, ~~direct~~we orhad ~~indirect. In addition~~142,443,444 ~~a person is considered by SEC rules to beneficially own~~ shares ~~underlying~~of ~~options~~common orstock ~~warrants that are presently exercisable or that will become exercisable within sixty (60) days~~outstanding.

Name of Beneficial Owner and address (1)	Amount and Nature of Beneficial Ownership		Percent of Ownership
Named Executives and Directors
Charles Arnold (2)		18,240,016		15.7%
John W. Meyer		1,644,302		1.5%
James Cardwell		900,000		*
Helmut Forero		500,000		*
John Thatch (3)		2,854,173		2.5%
Darryl V Green		8,605,573		7.4%
Benjamin Kaplan (4)		4,678,680		4.1%
All directors and Named Executive Officers as a group (8 persons)		37,422,745		31.7%
Over 5% Shareholders
Javad Abbasi (5)		6,538,748		5.6%
Leviston Resources, LLC (6)		12,875,748		9.9%
Over 5% Shareholders		19,414,496		15.5%

A person is deemed to be a beneficial owner of shares if he has the power to vote or dispose of the shares. This power can be exclusive or shared, direct or indirect. In addition, a person is considered by SEC rules to beneficially own shares underlying options or warrants that are presently exercisable or that will become exercisable within sixty (60) days.

* Less than 1%.

Name of Beneficial Owner and address (1)	Amount and Nature of Beneficial Ownership		Percent of Ownership
Named Executives and Directors
Charles Arnold (2)		18,240,016		15.7%
John W. Meyer		1,644,302		1.5%
John Thatch (3)		2,854,173		2.5%
Darryl V Green		8,605,573		7.4%
Benjamin Kaplan (4)		4,678,680		4.1%
All directors and Named Executive Officers as a group (5 persons)		37,422,745		31.7%

Over 5% Shareholders
Leviston Resources, LLC (6)		12,875,748		9.9%
Over 5% Shareholders		19,414,496		15.5%

(1) Addresses for all officers and directors are 4851 Tamiami Traill North, Suite 200, Naples, FL 34103.

	*	Less than 1%.
	(1)	Addresses for all officers and directors are 4851 Tamiami Traill North, Suite 200, Naples, FL 34103.
	(2)	Includes 1,765,090 indirect shares owned through a related party held by Crest Ventures LLC.
	(3)	Includes shares underlying vested warrants of 1,400,00 issued by the Company and 154,173 indirect shares owned through a related party held by American Pacific Bancorp (DSS).
	(4)	Includes shares 2,198,905 indirect shares owned through a related party held by Long Side Ventures LLC and 104,185 indirect shares owned by Triple Crown Consulting Inc.
	(5)	Includes shares underlying vested warrants of 12,875,748 issued by the Company.

~~(2)~~Changes ~~Includes~~in ~~1,765,090 indirect shares owned through a related party held by Crest Ventures LLC.~~Control

~~(3) Includes shares underlying vested warrants of 1,400,00 issued by the Company and 154,173 indirect shares owned through a related party held by American Pacific Bancorp (DSS)~~None.

~~(4) Includes shares 2,198,905 indirect shares owned through a related party held by Long Side Ventures LLC and 104,185 indirect shares owned by Triple Crown Consulting Inc.~~15

~~(5)~~Item ~~Includes~~13. ~~shares~~Certain ~~2,219,477 indirect shares owned~~Relationships ~~through a related party held by Empereur Limited Partnership~~ and ~~4,319,271~~Related ~~shares~~Transactions. ~~held~~Director ~~by Veken, LLC.~~Independence

Stemtech’s board of directors currently consists of John W. Meyer our President and COO, Charles S. Arnold, our CEO, John Thatch, Benjamin Kaplan and Darryl V. Green. Pursuant to Item 407(6a)(1)(ii) ~~Includes~~of ~~shares~~Regulation ~~underlying~~S-K ~~vested~~of ~~warrants~~the Securities Act, Stemtech’s board of directors has adopted the definition 12of “independent director” as set forth in Rule 4200(a)(15) of the NASDAQ Manual. In summary,~~875~~ an “independent director” means a person other than an executive officer or employee of Stemtech or any other individual having a relationship which,~~748~~ ~~issued~~in bythe opinion of Stemtech’s board of directors, would interfere with the ~~Company~~exercise of independent judgement in carrying out the responsibilities of a director, and includes any director who accepted any compensation from Stemtech in excess of $200,000 during any period of 12 consecutive months with the three past fiscal years. Also, the ownership of Stemtech’s stock will not preclude a director from being independent.

17In applying this definition, Stemtech’s board of directors has determined that neither Messrs. Meyer nor Arnold qualifies as an “independent director” pursuant to the same rule.

~~Changes~~As inof ~~Control~~the date of the report, Stemtech did not maintain a separately designated compensation or nominating committee.

~~None~~Stemtech has also adopted this definition for the independence of the members of its audit committee. John W. Meyer our President &COO and Charles S. Arnold, our CEO are the sole members of Stemtech’s audit committee as a result of being the sole director. Stemtech’s board of directors has determined that neither Messrs. Meyer nor Arnold qualifies “independent” for purposes of Rule 4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and nominating committee members, and is “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act.

Item 1314. ~~Certain~~Principal ~~Relationships~~Accountant Fees and ~~Related Transactions~~Services. Audit Fees

~~Director~~For ~~Independence~~the years ended December 31, 2024 and 2023, the aggregate fees billed by Bush & Associates, CPA were $47,500 and $60,000 respectively, plus any out-of-pocket costs.

~~Stemtech’s~~We ~~board~~do ofnot ~~directors~~use ~~currently consists~~Bush of& ~~John W. Meyer our President and COO~~Associates, CPA ~~Charles~~for S.financial ~~Arnold,~~information ~~our~~system ~~CEO,~~design ~~John Thatch, Benjamin Kaplan~~ and ~~Darryl V~~implementation. ~~Green.~~These ~~Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act~~services, ~~Stemtech’s~~which ~~board~~include ofdesigning directors has adopted the definition of “independent director” as set forth in Rule 4200(a)(15) of the NASDAQ Manual. In summary, an “independent director” means a person other than an executive officer or ~~employee~~implementing ~~of Stemtech or any other individual having~~ a ~~relationship~~system ~~which, in the opinion of Stemtech’s~~that ~~board~~aggregates ofsource ~~directors,~~data ~~would~~underlying ~~interfere with~~ the ~~exercise~~consolidated offinancial ~~independent~~statements ~~judgement~~or ingenerates ~~carrying~~information ~~out~~that ~~the~~is ~~responsibilities~~significant ofto aour ~~director, and~~consolidated ~~includes~~financial ~~any director who accepted any compensation from Stemtech in excess of $200~~statements,~~000~~ ~~during~~are ~~any~~provided ~~period~~internally ofor 12by ~~consecutive~~other ~~months~~service ~~with the three past fiscal years~~providers. ~~Also,~~We ~~the~~do ~~ownership~~not ofengage ~~Stemtech’s~~Bush ~~stock~~& ~~will~~Associates ~~not~~CPA. ~~preclude~~to aprovide ~~director~~compliance outsourcing ~~from being independent~~services.

InEffective ~~applying~~May ~~this~~6, ~~definition~~2003, ~~Stemtech’s~~the SEC ~~board~~adopted ofrules ~~directors~~which ~~has~~require ~~determined~~ that ~~neither~~before ~~Messrs~~Bush & Associates CPA. ~~Meyer~~is ~~nor~~engaged ~~Arnold~~by ~~qualifies~~us asto anrender ~~“independent~~any ~~director”~~auditing ~~pursuant~~or topermitted non-audit related service, the ~~same~~engagement ~~rule.~~be:

As· approved by our board of directors who are capable of analyzing and evaluating financial information; or · entered into pursuant to pre-approval policies and procedures established by the ~~date~~board of directors, provided the ~~report~~policies and procedures are detailed as to the particular service, ~~Stemtech~~the ~~did~~board of directors is informed of each service, and such policies and procedures do not ~~maintain~~ ainclude ~~separately~~delegation ~~designated~~of ~~compensation~~the orboard ~~nominating~~of ~~committee~~directors’ responsibilities to management.

~~Stemtech~~The ~~has~~board ~~also~~of ~~adopted~~directors ~~this definition for~~pre-approves ~~the~~all ~~independence~~services ofprovided ~~the~~by ~~members of its audit committee. John W. Meyer~~ our ~~President~~independent ~~&COO and Charles S~~auditors. ~~Arnold,~~All ~~our~~of ~~CEO are~~ the ~~sole members~~above ofservices ~~Stemtech’s~~and ~~audit~~fees ~~committee~~were asreviewed aand ~~result~~approved ofby ~~being~~ the ~~sole director. Stemtech’s~~ board of directors ~~has determined~~ ~~that~~either ~~neither~~before ~~Messrs.~~or ~~Meyer~~after ~~nor Arnold qualifies “independent” for purposes of Rule 4200(a)(15) of~~ the ~~NASDAQ~~respective ~~Manual,~~services ~~applicable to~~were ~~audit, compensation and nominating committee members, and is “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act~~rendered.

~~Item 14. Principal Accountant Fees and Services.~~16

~~Audit~~PART ~~Fees~~IV

~~For~~Item ~~the years ended December 31, 2023 and 2022, the aggregate fees billed by Turner, Stone & Company, L~~15.~~L.P~~ inExhibits ~~2023~~ and ~~2022~~Financial ~~were~~Statement ~~$55,000 and $35,000, respectively, plus any out-of-pocket costs~~Schedules.

We(a)(1) doFinancial ~~not use Turner, Stone & Company, L~~Statements.~~L.P.~~ ~~for~~The ~~financial~~following ~~information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the~~ consolidated financial statements orof ~~generates~~Stemtech ~~information~~Corporation ~~that is significant to our consolidated financial statements,~~ are ~~provided~~included ~~internally~~in orItem by8 ~~other~~of ~~service~~this ~~providers.~~Annual WeReport doon ~~not~~Form ~~engage Turner, Stone & Company, L.L.P. to provide compliance outsourcing services.~~10-K:

~~Effective~~· ~~May~~Report 6,of ~~2003,~~Independent ~~the~~Registered ~~SEC~~Public ~~adopted~~Accounting ~~rules~~Firm ~~which require~~· ~~that~~Consolidated ~~before~~Balance ~~Turner~~Sheets as of December 31, ~~Stone~~2024 &and ~~Company~~2023 · Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, ~~L.L.P.~~2024 isand ~~engaged~~2023 by· usConsolidated toStatements ~~render~~of ~~any~~Changes ~~auditing~~in orStockholders’ ~~permitted~~Deficit ~~non-audit~~for ~~related~~the ~~service~~years ended December 31, 2024 and 2023 · Consolidated Statements of Cash Flows for the ~~engagement~~years ~~be:~~ended December 31, 2024 and 2023 · Notes to Consolidated Financial Statements

·(a)(2) ~~approved~~Financial byStatement ~~our~~Schedules. All ~~board~~schedules offor ~~directors~~which ~~who~~provision ~~are~~is ~~capable~~made ofin ~~analyzing~~Regulation ~~and evaluating financial information; or · entered into pursuant to pre~~S-~~approval~~X ~~policies~~are ~~and~~either ~~procedures~~not ~~established~~required, bynot ~~the board of directors~~applicable, ~~provided~~or the ~~policies~~required ~~and~~information ~~procedures~~is ~~are~~included in ~~detailed~~the asfootnotes to the ~~particular~~financial ~~service,~~statements ~~the board of directors is informed of each service,~~ and ~~such~~therefore ~~policies~~have ~~and~~been ~~procedures~~omitted dofrom ~~not~~this ~~include~~Item ~~delegation of the board of directors’ responsibilities to management~~15.

(a)(3) Exhibits. The ~~board~~exhibits oflisted ~~directors~~below ~~pre-approves~~are ~~all~~filed ~~services provided~~as bypart ~~our independent auditors. All~~ of, ~~the~~or ~~above~~incorporated ~~services and fees were reviewed and approved~~ by ~~the~~reference ~~board~~into, ofthis ~~directors~~Annual ~~either~~Report ~~before or~~on ~~after~~Form ~~the respective services were rendered.~~10-K:

·	Exhibit 31.1	Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
·	Exhibit 31.2	Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
·	Exhibit 32.1	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906)
·	Exhibit 32.2	Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906)
·	Exhibit 101	Financial statements from the annual report on Form 10-K of Stemtech for the fiscal year ended December 31, 2023, formatted in XBRL: (i) the Audited Balance Sheets, (ii) the Audited Statements of Operations; (iii) the Audited Statements of Stockholders’ Deficit and Comprehensive Income, and (iv) the Audited Statements of Cash Flows.

~~PART IV~~17

~~Item 15. Exhibits, Financial Statement Schedules.~~SIGNATURES

1.Pursuant Financial Statements Consolidated financial statements of Stemtech have been included in Item 8 above. 2. Financial Statement Schedules All schedules for which provision is made in Regulation S-X are either not required to ~~be included herein under~~ the ~~related~~requirements ~~instructions~~of orSection ~~are~~13 ~~inapplicable~~ or 15(d) ~~the~~of ~~related information is included in~~ the ~~footnotes~~Securities toExchange ~~the~~Act ~~applicable~~of ~~financial statement and~~1934, ~~therefore, have been omitted from this Item 15. 3. Exhibits All Exhibits required to be filed with~~ the ~~Form~~registrant ~~10-K~~has ~~are~~duly ~~included~~caused in this ~~annual~~ report ~~or incorporated by reference~~ to ~~Stemtech’s previous filings with the SEC, which can~~ be ~~found~~signed inon ~~their~~its ~~entirety~~behalf atby the ~~SEC~~undersigned thereunto ~~website~~duly ~~at www~~authorized.~~sec.gov under SEC File Number 333-172172.~~

Exhibit		Description	Status
	Stemtech Corporation
3.1		Articles of Incorporation and Certificate of Amendment, filed as an exhibit to Globe Net’s registration statement on Form S-1 filed on February 11, 2011, and incorporated herein by reference.	Filed
Date: June 30, 2025	By:	/s/ Charles S. Arnold
3.2		By-Laws, filed as an exhibit to Globe Net’s registration statement on Form S-1 filed on February 11, 2011, and incorporated herein by reference.	Filed
		Charles S. Arnold
10.1*		MCUS Amended Promissory Note dated April 11, 2023.	Included
	Title:	Chief Executive Officer (Principal Executive Officer)
10.2*		Securities Purchase Agreement dated August 29, 2022.	Included
Date: June 30, 2025	By:	/s/ Srilakshmi Vadlapatla
14		Code of Ethics, filed as an exhibit to Globe Net’s 2010 registration statement on Form S-1 filed on February 11, 2011, and incorporated herein by reference.	Filed
		Srilakshmi Vadlapatla
21		List of subsidiaries	Included
	Title:	Chief Financial Officer (Principal Financial Officer)
31		Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Included
32		Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included
101 *		Financial statements from the annual report on Form 10-K of Stemtech for the fiscal year ended December 31, 2023, formatted in XBRL: (i) the Audited Balance Sheets, (ii) the Audited Statements of Operations; (iii) the Audited Statements of Stockholders’ Deficit and Comprehensive Income, and (iv) the Audited Statements of Cash Flows.	Included

* In accordance with Rule 402 of Regulation S-T, the XBRL (“Extensible Business Reporting Language”) related information is furnished and not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 ~~of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.~~

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.

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: July 10, 2024	By:	/s/ Charles S. Arnold
		Charles S. Arnold
	Title:	Chief Executive Officer (Principal Executive Officer)
Date: July 10, 2024	By:	/s/James S. Cardwell
		James S. Cardwell
	Title:	Chief Financial Officer (Principal Financial Officer)

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