Stemtech Corp 10-K for FY2022

Stemtech Corp (STEK)

10-K 2023-04-17 For: 2022-12-31

Added on April 05, 2026

About this 10-K

Stemtech Corp filed this 10-K on April 17, 2023, covering the fiscal year ended December 31, 2022 (FY2022).

Headline figures

Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $4.56M; up 5.5% from $4.32M a year earlier
Net loss: $8.54M; compared with a net loss of $7.08M a year earlier
Diluted EPS: -$0.19; compared with -$0.20 a year earlier

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

Part 1

Item 1	Description of Business	3

Item 1A	Risk Factors	4

Item 1B	Unresolved Staff Comments	4

Item 2	Properties	4

Item 3	Legal Proceedings	4

Item 4	Mine Safety Disclosures	4

Part II

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

Item 6	[Reserved]	6

Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6

Item 7A	Quantitative and Qualitative Disclosures about Market Risk	10

Item 8	Financial Statements and Supplementary Data	11

Item 9	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	12

Item 9A (T)	Controls and Procedures	12

Item 9B	Other Information	13

PART III

Item 10	Directors, Executive Officers, and Corporate Governance	14

Item 11	Executive Compensation	17

Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18

Item 13	Certain Relationships, Related Transactions and Director Independence	19

Item 14	Principal Accountant Fees and Services	20

PART IV

Item 15	Exhibits and Financial Statement Schedules	21

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

QUARTER ENDED	HIGH		LOW
December 31, 2021	$	2.20	$	2.05
March 31, 2022	$	2.55	$	2.55
June 30, 2022	$	5.00	$	5.00
September 30, 2022	$	0.72	$	0.63
December 31, 2022	$	0.10	$	0.08

	·	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.

	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

	·	We obtained an understanding of the controls and processes surrounding the evaluation, initial measurement, and revaluation of the bifurcated derivatives.
	·	We verified the note amount, interest rate, and maturity date to the supporting documentation and debt agreement, and examined terms and conditions of the note and confirmed the ending balance to the note holder.
	·	We evaluated management’s assessment and the conclusions reached to ensure these instruments were recorded in accordance with the relevant accounting guidance.
	·	We evaluated the fair value of the bifurcated derivatives that included testing the valuation models and assumptions utilized by management. We reviewed and tested the fair value model used, significant assumptions, and underlying data used in the model.
	·	We considered the adequacy of the disclosures in the consolidated financial statements in relation to convertible debt.


	December 31,
	2022			2021
ASSETS

CURRENT ASSETS:
Cash	$	132,487		$	828,206
Accounts receivable, net		34,767			10,720
Inventory, net		158,053			436,405
Prepaid expenses and other current assets		287,063			324,708
TOTAL CURRENT ASSETS		612,370			1,600,039

Property and equipment, net		27,296			33,168
Intangible assets, net		2,994,000			3,406,714
Long term deposits		23,065			38,692
Operating lease right-of-use assets, net		142,801			174,100
Goodwill		467,409			467,409
TOTAL ASSETS	$	4,266,941		$	5,720,122

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	3,396,543		$	4,050,798
Operating lease liabilities, current		119,065			55,745
Notes payable		446,246			453,123
Convertible debentures, net of discount		482,885			602,787
Deferred revenues		39,170			–
Factoring liability		214,249			–
Derivative liabilities		2,717,633			4,224,585
TOTAL CURRENT LIABILITIES		7,415,791			9,387,038

Notes payable, long term		–			219,465
Operating lease liabilities, long term		23,068			119,065
TOTAL LIABILITIES		7,438,859			9,725,568

COMMITMENTS AND CONTINGENCIES (Note 12)		–			–

STOCKHOLDERS’ DEFICIT
Common stock - $0.01 par value; 200,000,000 shares authorized; 53,442,147 and 44,685,673 shares issued and outstanding as of December 31, 2022 and 2021, respectively		53,442			44,685
Additional paid in capital		19,391,400			10,116,296
Accumulated other comprehensive loss		(247,760	)		(430,255	)
Accumulated deficit		(21,631,241	)		(13,086,318	)
Stemtech Corporation stockholders’ deficit		(2,434,159	)		(3,355,592	)
Non-controlling interest in subsidiaries		(737,759	)		(649,854	)
TOTAL STOCKHOLDERS’ DEFICIT		(3,171,918	)		(4,005,446	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	4,266,941		$	5,720,122


	For The Years Ended
	December 31,
	2022			2021

NET SALES	$	4,559,399		$	4,321,245

COST OF GOODS SOLD:
Cost of goods sold		1,100,903			1,011,270
Freight-in		63,115			11,890
TOTAL COST OF GOODS SOLD		1,164,018			1,023,160

GROSS PROFIT		3,395,381			3,298,085

OPERATING EXPENSES:
Commissions		1,047,400			1,014,721
Selling and marketing		533,397			739,855
General and administrative		6,837,964			4,753,780
TOTAL OPERATING EXPENSES		8,418,761			6,508,356

OPERATING LOSS		(5,023,380	)		(3,210,271	)

OTHER INCOME (EXPENSE):
Change in fair value of derivative liability		(3,223,271	)		4,553,372
Interest expense		(4,097,843	)		(8,330,201	)
Other income and expenses, net		7,928			(124,009	)
Gain on extinguishment of debt		3,799,356			–
TOTAL OTHER EXPENSE, NET		(3,513,830	)		(3,900,838	)

LOSS BEFORE INCOME TAXES		(8,537,210	)		(7,111,109	)

PROVISION FOR INCOME TAXES		(95,618	)		–

NET LOSS		(8,632,828	)		(7,111,109	)

NET (LOSS) INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(87,905	)		(33,646	)

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(8,544,923	)	$	(7,077,463	)

Net loss per common share
Basic	$	(0.19	)	$	(0.20	)
Diluted	$	(0.19	)	$	(0.20	)

Shares used to compute loss per share
Basic	$	46,014,138		$	35,311,381
Diluted	$	46,014,138		$	35,311,381

Comprehensive loss
Net loss available to common stockholders	$	(8,544,923	)	$	(7,077,463	)
Change in foreign currency translation adjustments		182,495			(19,505	)
Comprehensive loss available to common stockholders	$	(8,362,428	)	$	(7,096,968	)


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

Balance at December 31, 2020		34,246,498	$	34,246	$	8,269,563		$	(6,008,855	)	$	(410,750	)	$	1,884,204		$	(616,208	)	$	1,267,996

Effect of reverse merger transaction with Stemtech Corporation		540,000		539		(539	)		–			–			–			–			–
Stock based compensation		2,030,744		2,031		787,143			–			–			789,173			–			789,173
Stock issued for services		1,652,591		1,653		240,347			–			–			242,000			–			242,000
Stock issued as debt discount		154,173		154		462,365			–			–			462,519			–			462,519
Stock issued upon acquisition of Globe Net		6,061,667		6,062		357,417			–			–			363,479			–			363,479
Foreign currency translation adjustment		–		–		–			–			(19,505	)		(19,505	)		–			(19,505	)
Non-controlling interest		–		–		–			–			–			–			(33,646	)		(33,646	)
Net loss		–		–		–			(7,077,463	)		–			(7,077,463	)		–			(7,077,463	)
Balance at December 30, 2021		44,685,673	$	44,685	$	10,116,296		$	(13,086,318	)	$	(430,255	)	$	(3,355,592	)	$	(649,854	)	$	(4,005,446	)


Balance at December 30, 2021		44,685,673	$	44,685	$	10,116,296		$	(13,086,318	)	$	(430,255	)	$	(3,355,592	)	$	(649,854	)	$	(4,005,446	)
Stock based compensation		–		–		439,053			–			–			439,053			–			439,053
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	)


	For the Years Ended December 31,
	2022			2021

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(8,632,828	)	$	(7,111,109	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		447,386			428,586
Operating leases		(1,378	)		(102,325	)
Stock compensation expense		3,996,187			1,031,173
Amortization of debt discount		2,428,539			602,787
Amortization Due to Conversion/Redemptions		1,457,542			–
Change in fair value of derivative liabilities		3,223,271			(4,553,372	)
Gain on extinguishment of debt		(3,799,356	)		–
Non-cash interest expense from issuance on debt (derivative)		–			6,816,739
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		(24,047	)		15,102
Inventory		278,352			(237,778	)
Prepaid expenses and other current assets		37,645			(109,122	)
Other assets		–			8,053
Accounts payable and accrued expenses		(683,058	)		1,217,832
Long term deposits		15,627			(19,818	)
Deferred revenues		39,170			–
Net cash used in operating activities		(1,216,948	)		(1,914,093	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		611,266			3,321,969
Repayment of note payable		(586,783	)		(658,230	)
Net proceeds from factoring arrangement		214,249			–
Stock issued for cash		100,002			–
Proceeds from note payable - related parties		–			(35,000	)
Net cash provided by financing activities		338,734			2,628,739

Effects of currency translation on cash		182,495			(19,505	)

Net increase (decrease) in cash		(695,719	)		695,141

Cash, beginning of year		828,206			133,065

Cash, end of year	$	132,487		$	828,206

Supplemental disclosure cash flow information:
Cash paid for interest	$	36,205		$	11,389
Cash paid for income taxes	$	–		$	–

Supplemental disclosure of non-cash investing and financing activities:
Operating leases	$	–		$	187,734
Issuance of common stock for conversion of debt	$	828,000		$	–
Shares issued as debt discount	$	200,000		$	462,519

Schedule of inventory
	December 31,		December 31,
	2022		2021
Finished goods	$	103,297	$	249,659
Raw materials		54,756		186,746
Total Inventory	$	158,053	$	436,405

Schedule of Acquired Intangible Assets
	Fair			Average
	Value			Estimated Life
Patent products	$	2,344,900			14
Trade names & trademarks		1,106,000			Indefinite
Customer/distribution list		1,461,300			6
Accumulated amortization		(1,918,200	)
Total	$	2,994,000

Schedule of Operating Lease Liabilities
Maturity of operating lease liabilities for the following fiscal years:
2023	$	90,450
2024		63,851
Total undiscounted operating lease payments		154,301
Less: imputed interest		12,168
Present value of operating lease liabilities	$	142,133

Schedule of Notes Payable
	December 31, 2022		December 31, 2021
Secured Royalty Participation Agreements (1)	$	150,000	$	150,000
Vehicle and equipment loans (2)		11,246		18,123
Notes payable (3) (6)		285,000		285,000
Convertible notes payable, net of discount (4)		482,885		602,787
SBA loans (5)		–		219,465
Total notes payable, net of discount	$	929,131	$	1,275,375

(1)	During June 2018, the Company entered into two (2) Secured Royalty Participation Agreements with Profile Solutions, Inc. (“PSI”) in exchange for working capital loans totaling $150,000. 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. See Legal Part I, 3.1.

(2)	In 2019, Malaysia borrowed $27,295 to purchase a car. The note accrues interest at 4.42% and matures in 5 years with a balance due of $11,246 and $18,123 as of December 31, 2022 and 2021, respectively.

(3)	In 2019, the Company entered into various promissory notes with lenders in the aggregate principal balance of $375,000. The effective interest rates of the notes are 10% and mature within one year. In addition, the Company issued 45,000 shares of common stock in the aggregate for the commitment of resulting in a charge of $22,500 to debt discount. In 2020, the Company entered into various promissory notes with lenders in the aggregate principal balance of $225,000 with effective interest rates between 8% and 10% per annum. Each of these notes was extended until May 31, 2023. The outstanding balance of these notes and the notes issued in 2019 was $275,000 at both December 31, 2022 and 2021 plus $50,819 in accrued interest.

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

(6)	On October 20, 2021, The Company issued two promissory notes to investors for a total of $10,000. One of these notes was paid in full on January 18, 2023. The other has been extended until May 20, 2023.

Schedule of Derivative Liabilities
	Derivative Liability - Convertible Notes			Derivative Liability - Warrants			Total
Balance as of December 31, 2020	$	–		$	–		$	–
Change due to issuances		4,114,227			4,663,730			8,777,957
Change in fair value		(2,861,830	)		(1,691,542	)		(4,553,372	)
Balance as of December 31, 2021		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

Schedule of assumptions
	December 31,
	2022	2021
Stock price	$0.09 - $10.85	$1.77 - $3.99
Contractual term (in years)	0.00 - 5.00	0.58 - 3.00
Volatility (annual)	47.4% - 236%	48.8% - 61.3%
Risk-free rate	0.19% - 4.38%	0.19% - 0.47%

	·	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 previous advanced $100,000 with an interest rate of 5% for which the Company accrued $7,604 ($7,538 in 2021) as interest expense and included in 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 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.

Information about operating segments	Year Ended December 31,
	2022			2021
Geographic Net Sales:
Americas	$	1,547,056		$	1,866,154
Latin America		2,501,416			1,668,252
Asia		510,927			786,839
Total Net Sales	$	4,559,399		$	4,321,245

Cost of Goods Sold:
Americas	$	279,246		$	304,615
Latin America		723,544			443,191
Asia		161,228			275,354
Total Cost of Goods Sold:	$	1,164,018		$	1,023,160

Operating Expenses:
Americas	$	6,057,305		$	3,748,307
Latin America		1,823,365			2,059,381
Asia		538,091			700,668
Total Operating Expenses	$	8,418,761		$	6,508,356

Loss from operations:
Americas	$	(4,789,494	)	$	(2,186,768	)
Latin America		(45,493	)		(834,320	)
Asia		(188,393	)		(189,183	)
Total Loss from Operations	$	(5,023,380	)	$	(3,210,271	)

Total Assets by Geographic Location
Americas	$	3,986,976		$	5,211,878
Latin America		198,609			284,788
Asia		81,356			223,456
Total Assets	$	4,266,941		$	5,720,122

Domestic and foreign components of income	Year Ended			Year Ended
	December 31, 2022			December 31, 2021
Domestic	$	(8,551,252	)	$	(6,083,667	)
Foreign		14,042			(1,027,442	)
Loss before provision for income taxes	$	(8,537,210	)	$	(7,111,109	)

Reconciliation of income tax expense	Year Ended			Year Ended
	December 31, 2022			December 31, 2021
Loss before income taxes	$	(8,537,210	)	$	(7,111,109	)
Taxes benefits under statutory US tax rates		(1,792,814	)		(1,493,333	)
Increase (decrease) in taxes resulting from:
Increase in valuation allowance		2,697,747			2,984,299
Foreign tax rate differential		110,120			(73,413	)
Permanent differences		(495,637	)		(955,027	)
State taxes		(423,798	)		(462,526	)
Provision for income taxes	$	95,618		$	–

Schedule of deferred taxes	December 31, 2022			December 31, 2021
Deferred tax assets
Net operating loss carryforwards	$	6,132,841		$	4,369,537
Stock based compensation		1,664,597			732,868
Intangibles		(83,111	)		(88,159	)
Depreciation		(1,986	)		–
Other		(209	)		140
Total deferred tax assets		7,712,132			5,014,385

Valuation allowance		(7,712,132	)		(5,014,385	)
Net deferred tax assets (liabilities)	$	–		$	–

Name	Position	Age	Held Position Since
John W. Meyer	Director, President & COO	69	August 19, 2021
Charles S. Arnold	Director, CEO	72	August 19, 2021
John Thatch	Director	59	September 17, 2021
Benjamin Kaplan	Director	56	September 17, 2021
Darryl V. Green	Director	58	September 17, 2021
James Cardell	CFO	63	September 5, 2021

	·	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 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

						Stock		All Other
Name and Principal Position	Year	Salary		Bonus		Awards		Compensation		Total
Charles S. Arnold, Director, CEO	2021	$	–	$	–		268,904	$	–	$	268,904
	2022	$	–	$	–		268,904	$	–	$	268,904
John W. Meyer, President & COO	2021	$	120,000	$	–		109,526	$	–	$	229,526
	2022	$	120,000	$	–		109,526	$	–	$	229,526
James S. Cardwell, CFO	2021	$	7,500	$	–		–	$	–	$	7,500
	2022	$	7,500	$	–		–	$	–	$	7,500

Name of Beneficial Owner and address ⁽¹⁾	Amount and Nature of Beneficial Ownership		Percent of Ownership
Named Executives and Directors
Charles Arnold ⁽²⁾		8,906,683		14.6%
John W. Meyer		644,302		*
James Cardwell		–		–
John Thatch ⁽³⁾		1,854,173		3%
Darryl V Green		3,941,937		6.5%
Benjamin Kaplan ⁽⁴⁾		3,678,680		6.1%
All directors and Named Executive Officers as a group (6 persons)		19,025,776		30.5%

Over 5% Shareholders
Daniel Kaplan ⁽⁵⁾		3,880,578		6.4%
Javad Abbasi ⁽⁶⁾		6,538,748		10.7%
Joshua Rosenbaum ⁽⁷⁾		5,872,842		9.1%
Robert Grinberg ⁽⁸⁾		3,400,037		5.6%
Leonite Capital, LLC ⁽⁹⁾		5,872,842		9.5%
MCUS LLC ⁽¹⁰⁾		3,156,451		7.9%
Over 5% Shareholders		18,705,034		29.6%

Related Parties	Beneficial Owner	Pre-Merger Shares		Shares Issued upon Merger
Crest Ventures LLC	Charles Arnold*		516,948		1,765,090
Charles Arnold*			1,639,508		5,598,008
Long Side Ventures LLC	Benjamin Kaplan*		644,001		2,198,905
Benjamin Kaplan*			243,672		832,004
R&T Sports Marketing Inc	Daniel Kaplan**		675,070		2,304,988
Daniel Kaplan***	(former director) **		243,672		832,004
Empereur Limited Partnership	Javad Abbasi**		650,026		2,219,477
Veken, LLC	Javad Abbasi**		1,265,000		4,319,271
Taconic Group LLC	Robert Grinberg***		680,769		2,324,447
Robert Grinberg***	(former director) **		243,672		832,004
Mindshare Holdings, Inc.	Joshua Rosenbaum***		720,000		2,458,399
John W. Meyer*			90,000		307,300
Total			7,612,338		25,991,897

	·	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 board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors’ responsibilities to management.

1.	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 instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted from this Item 15.

3.	Exhibits

	All Exhibits required to be filed with the Form 10-K are included in this annual report or incorporated by reference to Stemtech’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 333-172172.

Exhibit	Description	Status

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

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

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

21	List of subsidiaries	Included

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 August 31, 2022, 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.

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)