10-K - STEK - Equibles

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 31st,2021

☐

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 CORP.

(Exact name of registrant as specified in its charter)

Nevada	87-2151440
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

10370 USA Today Way

Miramar, FL 33025

www.stemtech.com

(Address of principal executive offices)

Registrant’s

telephone number, including area code:(954) 715-6000

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

Indicate by check mark 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<br> accelerated filer ☐	Accelerated<br> filer ☐
Non-accelerated<br> filer ☒	Smaller<br> 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. ☒

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

As December 31, 2021,

the registrant had 13,756,478 shares

of voting common stock that were held by non-affiliates. Based on the last sales price of the registrant’s common stock of $2.37, these non-affiliate shares have an aggregate market value of $32,602,854.

As

of March 28, 2022, the registrant had 44,685,673 shares of common stock with par value $0.001 issued and outstanding.

TABLE

OF CONTENTS

Part 1
Item<br> 1	Description of Business	3
Item<br> 1A	Risk Factors	4
Item<br> 1B	Unresolved Staff Comments	4
Item<br> 2	Properties	4
Item<br> 3	Legal Proceedings	4
Item<br> 4	Mine Safety Disclosures	4
Part II
Item<br> 5	Market for Common Equity and Related Stockholder Matters	5
Item<br> 6	Selected Financial Data	6
Item<br> 7	Management’s Discussion and Analysis or Results of Operations	6
Item<br> 7A	Quantitative and Qualitative Disclosures about Market Risk	10
Item<br> 8	Financial Statements and Supplementary Data	11
Item<br> 9	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	12
Item<br> 9A (T)	Controls and Procedures	12
Item<br> 9B	Other Information	13
PART III
Item<br> 10	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act	14
Item<br> 11	Executive Compensation	17
Item<br> 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item<br> 13	Certain Relationships, Related Transactions and Director Independence	19
Item<br> 14	Principal Accountant Fees and Services	20
PART IV
Item<br> 15	Exhibits and Financial Statement Schedules	21

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FORWARD-LOOKING

STATEMENTS

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

All dollar amounts refer to US dollars unless otherwise indicated.

PART

Item1: Description of Business

Stemtech Corp. and its Subsidiaries (collectively, the “Company”) was incorporated in the State of Nevada, USA on September 4, 2009 under the name Globe Net Wireless Corp. with ticker symbol “GNTW”. While we have changed our corporate name to Stemtech Corp. in the state of Nevada, we are currently awaiting FINRA approval of said name change at the time of this filing. 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™, DermaStem®, DermaStem Lift, OraStem® (Oral Health Care), and D-Fuze™.

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 Financial Accounting Standards Board (ASC 805, Business Combinations). Management evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the merger and concluded, based on a consideration of the pertinent facts and circumstances, that Stemtech acquired Globe Net for financial accounting purposes. On November 9, 2021, the Company changed its fiscal year end date from August to December.

Basisof 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 financial statements. Such consolidated financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements include the accounts of Stemtech Corporation (Parent) and its nine (9) subsidiaries:

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

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Item1A. 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.

Item1B. Unresolved Staff Comments.

None.

Item2. Properties.

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 extension provides a term of three years commencing upon October 1, 2021 and terminating on September 30, 2024. Based on ASC 842, the Company recognized a right-of-use asset amounting to $174,100 and a corresponding operating lease liability of $174,810 as of December 31, 2021.

The Company’s operating leases do not provide an implicit rate that can readily be determined. Therefore, the Company uses a discount rate based on its incremental borrowing rate, which is determined using the average of borrowing rates explicitly stated in the Company’s convertible debt.

The Company’s weighted-average remaining lease term relating to its operating leases is 2.75 years, with a weighted-average discount rate of 10%.

The Company incurred lease expense for its operating leases of $105,673 and $140,130 for the years ended December 31, 2021 and 2020, respectively.

Item3. Legal Proceedings.

In December 2018, PSIQ Inc. filed a lawsuit against the Company alleging non-payment of a combined loan in the amount of $150,000 as described in Note 7. The Company has answered this suit and has objected to the legality of the interest charged. It is the position of the Company that the plaintiff’s interest charges are usurious and thus invalid as a matter of law. This matter is still in litigation with no trial date yet set.

On August 6, 2019, Ray Carter, the former CEO prior to the Company’s Bankruptcy, filed a lawsuit against the Company’s subsidiary Stemtech HealthSciences, alleging unpaid salary and vacation time dating to a period predating the Company’s Bankruptcy. Mr. Carter’s claim is in the amount of $267,000. The Company has counter-sued Ray Carter personally and deems this matter non-meritorious. At the same time, the Company has accrued $267,000 in the accompanying financial statements as of December 31, 2021 and December 31, 2020.

On August 30, 2019, the former CFO, filed a lawsuit against the Company’s subsidiary Stemtech HealthSciences for non-payment for unpaid vacation. This matter is now settled, and the Company has agreed to pay $114,000. There is a payment plan in place with a balance of $49,800 remaining to be paid through August 2022.

On March 4, 2020, Canon Financial Services, Inc., filed a lawsuit against the company in a dispute over office machine leases. The Company settled this matter with Canon Financial Services out of Court for $32,000 in May, 2021, and is making installment payments until paid off in May, 2023.

Item4. Mine Safety Disclosures.

Not Applicable.

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PART

Item5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

MarketInformation

Stemtech’s common shares have been quoted on the NASD OTC Bulletin Board under the symbol “GNTW” since October 30, 2014. The table below gives the high and low bid 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, 2020	$	0.72	$	0.59
March 31, 2021	$	1.20	$	1.00
June 30, 2021	$	3.30	$	4.58
September 30, 2021	$	1.77	$	1.25
December 31, 2021	$	2.37	$	2.00

Holdersof Stemtech’s Common Stock

As of December 31^st^, 2021, Stemtech had 45 registered holders of its common stock.

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.

RecentSales of Unregistered Securities

On September 17th, 2021, the Company finalized a $1,400,000 investment into our Company with Sharing Services Global Corporation, a publicly traded company (“SHRG”) via a Convertible Promissory Note, a Share Purchase Agreement and Warrant Agreement. Per the terms of the Agreements, the Company was tendered the full $1,400,0000, which is open with right of redemption at 10% interest per annum until September 9th, 2024. Should the holder prefer to have its debt converted, the conversion rate shall be based on the 30-day VWAP from 8/20/21 to 9/20/21, which is $3.2431.

PennyStock Rules

Trading in Stemtech’s Common Stock is subject to the “penny stock” rules. The 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.

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These rules require that any broker-dealer who recommends Stemtech’s Common Stock to persons other than prior customers and accredited investors, must, prior to the sale, 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.

Item6: 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.

Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

CompanyOverview

Stemtech Corp. was incorporated under the laws of the State of Nevada, U.S. on September 4, 2009. Our registration statement on Form S-1 was filed with the Securities and Exchange Commission was declared effective on May 15, 2013. On August 19^th^, 2021, the Company entered into a Merger Agreement with Stemtech Corporation by which the Company acquired one hundred percent of the shares of Stemtech Corp. in exchange for the issuance of 37,060,000 shares of the Company, approximately 85% of the issued and outstanding shares of the company.

Stemtech has pioneered and patented a whole new category of dietary supplements. Stemtech’s advanced Stem Cell Nutrition formulations are one-of-a-kind natural products designed to help support the three most important aspects of stem cell physiology: 1) Releasing more stem cells; 2) their circulation in the blood; and 3) Migration into tissues, where they can perform their daily function of renewal and rejuvenation for optimal health. We actually harness the incredible power of adult stem cells. How does this work? Adult stem cells are released from your bone marrow into the bloodstream, they then Circulate in the bloodstream and flow to the tissues most in need. As they arrive, the adult stem cells migrate into the tissues, reproduce and become new, healthy cells of those tissues. This process takes place every single day, even without tissue damage, as part of the natural renewal system of the body. It is important to understand that Stemtech’s products do not contain stem cells. They are composed of natural botanicals and other ingredients that have been clinically documented to support the performance of your own adult stem cells.

While sales of product obviously create the cash flow, our real business model is not just “sales”, but lateral penetration. We do this through our IBPs - “Independent Business Partner” Sales Forces, and we invest much energy in growing our IBPs. Post public listing and funding, Stemtech is projecting the addition of 30,000 new independent business partner reps over the next 12 to 24 months, adding to the existing IBPs. With an enhanced compensation plan, IBPs will be even more incentivized to build their network, attracting additional industry leaders. IBPs are a testimonial to our product and business model, lowering our customer acquisition costs.

In order to grow our company’s IBPs post pandemic, we are now looking at reinstituting contests, travel incentives, cruises, other trips, Business Academies for Training, regional conferences, our Annual Convention with new product launches. Our IBPs offer highly flexible yet steady income which is most adapted to todays “Laptop & Cellphone Lifestyle”, with structured and organized weekly corporate training calls, a personalized website, back-office tracking, oversight and management Tools, Reports, Training Materials and Social Sharing.

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While there has actually been no active marketing activity since 2017, our sales continued to come in from returning consumers who believe in the quality products. Until September 2021, the Company had operated on an extremely tight budget, with inadequate working capital and difficulties fulfilling orders. Since the cash infusions noted in “Financing” infra, the company now has the resources to contact and re-engage the over 200,000 former distributors. With this new cash infusion, the Company has engaged experienced marketing and social media professionals to initiate new marketing strategies which are expected to bring increased activity. Moreover, we are now better positioned to absorb significant new clientele as the company has directed significant cash towards our inventory, and we now have enough inventory on hand to fulfill over $3 million dollars’ worth of new orders, an inventory level we have not had since going into bankruptcy in 2017. Management conservatively believes that given the cash on hand and working expenditures as describe above, we can reinvigorate sales to be more consistent with the company’s previous revenue historically, as we were recognized 4 times in the Inc 5000 Magazine’s list of fastest growing companies.

Below this IBP level, we have our “DTC” (Direct To Consumer) network marketing Distribution model. This integrative model allows us an immediate global presence and ability to operate in multiple countries on any continent. We are uniquely positioned in this post pandemic economy beset by supply chain issues, as this method requires no up-front or required buy-in of inventory, with monthly shipments available for known recurring sales. This platform has us now operating at the intersection of the ecommerce economy, social economy and gig economy.

Implicationsof Being an Emerging Growth Company

Emerging Growth Company - We are an emerging growth company as defined in Section 2(a)(19) of the Securities Act of 1933, as amended, or the Securities Act. We will continue to be an emerging growth company until: (i) the last day of our fiscal year during which we had total annual gross revenues of at least $1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act; (iii) the date on which we have, during the previous 3-year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a large accelerated filer, as defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30.

As an emerging growth company, we are exempt from:

●	Sections<br> 14A(a) and (b) of the Exchange Act, which require companies to hold stockholder advisory votes on executive compensation and golden<br> parachute compensation;
●	The<br> requirement to provide, in any registration statement, periodic report or other report to be filed with the Securities and Exchange<br> Commission, or the “Commission” or “SEC”, certain modified executive compensation disclosure under Item 402<br> of Regulation S-K or selected financial data under Item 301 of Regulation S-K for any period before the earliest audited period presented<br> in our initial registration statement;
●	Compliance<br> with new or revised accounting standards until those standards are applicable to private companies;
●	The<br> requirement under Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, to provide auditor attestation of<br> our internal controls and procedures; and
●	Any<br> Public Company Accounting Oversight Board, or “PCAOB”, rules regarding mandatory audit firm rotation or an expanded auditor<br> report, and any other PCAOB rules subsequently adopted unless the Commission determines the new rules are necessary for protecting<br> the public.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the Jumpstart Our Business Startups Act.

We are also a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. As a smaller reporting company, we are not required to provide selected financial data pursuant to Item 301 of Regulation S-K, nor are we required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. We are also permitted to provide certain modified executive compensation disclosure under Item 402 of Regulation S-K.

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Basisof 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”). Such consolidated financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. All intercompany accounts and transactions have been eliminated in consolidation.

Resultsof Operations

Our consolidated 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.

YearEnded December 31, 2021 Compared to the Year Ended December 31, 2020.

During the years ended December 31, 2021 and 2020, net sales were $4,321,245 and $4,384,507, respectively. The decrease of $63,262 is primarily due to the lack of revenue from South Korea operations which generated approximately $160,000 in sales in 2020, partially offset by slight increases overall.

During the years ended December 31, 2021 and 2020, our total operating expenses were $6,508,356 and $5,101,154, respectively. The increase of $949,040 is primarily attributable to an increase in stock compensation granted to vendors and officers in 2021.

During the years ended December 31, 2021 and 2020, total non-operating expenses were $3,900,838 and $295,924, respectively, resulting in an increase of $3,604,914. The difference is primarily due to $8,330,201 of interest expense on notes payable, partially offset by the $4,553,372 gain from the change in fair value of derivative liabilities in connection with the note payable issued in September 2021.

Our net loss for the December 31, 2021 and 2020, was $7,111,109 and $1,727,658, respectively. The increase in net loss was caused by the factors described above.

Liquidityand Capital Resources

We are not currently profitable, and we cannot provide any assurance of when we will be profitable. We incurred a net loss of $7,111,109 and $1,727,658 for the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, we met our short-term liquidity requirements from our existing cash reserves and proceeds from the issuance of notes payable of $3,321,969.

As of December 31, 2021, our current assets were $1,600,039 compared to $573,100 in current assets at December 31, 2020. As of December 31, 2021, our current liabilities were $9,387,038 compared to $3,723,387 at December 31, 2020. Current liabilities at December 31, 2021 were comprised of $4,224,585 of derivative liabilities, $4,050,798 of accounts payable and accrued expenses, $1,055,910 in convertible notes and $55,745 in current operating lease liabilities.

Stockholders’ equity decreased from positive $1,267,996 as of December 31, 2020 to a deficit of $4,005,446 at December 31, 2021. This change was primarily caused by the $4,224,585 addition of derivative liabilities that were bifurcated from the notes payable issued in September 2021.

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CashFlows from Operating Activities

We have not generated positive cash flows from operating activities. For the year ended December 31, 2021, net cash flows used in operating activities were $1,914,093 which is primarily due the change in working capital accounts. The net loss of $7,111,109 and $4,553,372 gain from the change in fair value of derivative liabilities was offset by the $6,816,739 non-cash interest expense and $1,031,173 of stock compensation expense. Adjustments for changes in operating assets and liabilities were due to an increase in accounts payable and accrued expenses of $1,217,831, an increase in operating lease liabilities of $99,159, offset by decrease in inventories and prepaid expenses and other current assets of $237,778 and $109,122, respectively. For the year ended December 31, 2020, net cash flows used in operating activities were $266,716.

CashFlows from Financing Activities

We have financed our operations primarily from either the issuance of our shares of common stock or notes payable. For the year ended December 31, 2021, we generated $2,628,739 cash from financing activities which consists of $3,321,969 from the issuance of convertible promissory notes, partially offset by payments on notes payable of $693,230. For the year ended December 31, 2020, net cash flows provided by financing activities were $159,402.

Planof Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of equity securities and debt instruments.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities and director loans. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. 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.

Off-BalanceSheet Arrangements

As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Stockholders’Equity (Deficit)

AuthorizedShares

The Company is authorized to issue up to 200,000,000 shares of common stock, par value $0.001 par value. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

Commitmentsand Contingencies

None.

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Financing

On September 3^rd^, 2021, the Company executed a Convertible Promissory Note, Securities Purchase Agreement and ancillary agreements (collectively, the “Agreements”) with Leonite Capital, LLC Per the terms of the Agreements with Leonite Capital, LLC, the Company was tendered $410,000, which is open with right of redemption for one year. Prior to the maturity date of the Note, the Company at its option, has the right to redeem in cash in part or in whole, the amounts outstanding. Should the Fund wish to convert this debt into equity, the conversion price shall be sixty-five percent of the lowest Intraday price during the previous 21 days. Pursuant to the Agreements, the Company has earmarked the net proceeds for immediate cash infusion for normative working capital purposes and capital expenditures. Leonite Capital. has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our Common Stock during any time.

On September 3^rd^, 2021, the Company finalized a Promissory Convertible Note, Securities Purchase Agreement and ancillary agreements (collectively, the “Agreements”) with MCUS LLC. Per the terms of the Agreements with MCUS LLC., the Company was tendered $500,000, which the Company utilizes for normative working capital purposes and capital expenditures. The Note is open with right of redemption for nine months. MCUS LLC has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our Common Stock during any time during the term of the Agreements. Pursuant to the Agreements, the Company is required to register all shares which the Leonite Fund I LP may acquire. The foregoing is a summary description of certain terms of the Agreements. For a full description of all terms, please refer to the original Agreements which were filed as an 8K with the SEC on September 10th, 2021.

Item7A. Quantitative and Qualitative Disclosures about Market Risk.

Not required.

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Item8. Financial Statements and Supplementary Data.

INDEX

TO FINANCIAL STATEMENTS

Stemtech

Corp.

Consolidated Financial Statements

December

31, 2021

	Page
Financial<br> Statements
Report<br> of Independent Registered Public Accounting Firm (PCAOB ID NO: 76) Turner,<br> Stone & Company, L.L.P Dallas, TX	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

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Report

of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Stemtech Corporation and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Stemtech Corporation and Subsidiaries (the “Company”) as of December 31, 2021 and 2020 and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows for each of the two years then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position for the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations since inception and has insufficient working capital to fund future operations both of which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 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.

We conducted our audits in accordance with the standards of the PCAOB and auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits 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 audits provide a reasonable basis for our opinion.

/s/ Turner, Stone & Company, LLP

Dallas, Texas

April 1, 2022

We have served as the Company’s auditor since 2020.

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Stemtech

Corporation

Consolidated

Balance Sheets

			December 31, 2020
ASSETS
Current assets:
Cash	828,206		$	133,065
Accounts receivable, net	10,720			25,822
Inventory, net	436,405			198,627
Prepaid expenses and other current assets	324,708			215,586
Total current assets	1,600,039			573,100
Non-current assets:
Property and equipment, net	266,904			243,336
Less: accumulated depreciation	(233,736	)		(189,112	)
Furniture and fixtures, net	33,168			54,224
Intangible assets, net	3,406,714			3,816,086
Goodwill	467,409			467,409
Operating lease right-of-use assets – net	174,100			71,775
Long term deposits	38,692			18,874
Other long-term assets	-			8,053
Total other assets	4,086,915			4,382,197
Total assets	5,720,122		$	5,009,521
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	4,050,798		$	2,852,931
Notes payable, net of discount	1,055,910			759,805
Notes payable - related parties	-			35,000
Operating lease liabilities - current	55,745			75,651
Derivative liabilities	4,224,585			-
Total current liabilities	9,387,038			3,723,387
Non-current liabilities:
Notes payable - noncurrent	219,465			18,138
Operating lease liabilities - noncurrent	119,065			-
Total non-current liabilities	338,530			18,138
Total liabilities	9,725,568			3,741,525
Commitments and contingencies (Note 10)	-			-
Stockholders’ (deficit) equity
Common stock, 0.001<br> par value: 200,000,000 shares authorized; 44,685,673<br> and 34,246,498 shares issued and outstanding<br> as of December 31, 2021 and 2020, respectively	44,685			34,246
Additional paid in capital	10,116,296			8,269,563
Accumulated deficit	(13,086,318	)		(6,008,855	)
Non-controlling interest	(649,854	)		(616,208	)
Accumulated other comprehensive loss	(430,255	)		(410,750	)
Total stockholders’ (deficit) equity	(4,005,446	)		1,267,996
Total liabilities and stockholders’ equity	5,720,122		$	5,009,521

All values are in US Dollars.

See

accompanying Notes to Consolidated Financial Statements.

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Stemtech

Corporation

Consolidated

Statements of Operations and Comprehensive Loss

	For the Years Ended December 31,
	2021			2020
Net sales	$	4,321,245		$	4,384,507
Cost of goods sold		1,011,270			690,480
Freight-in		11,890			24,672
Total cost of goods sold		1,023,160			715,152
Gross profit		3,298,085			3,669,355
Operating expenses:
Commissions		1,014,721			1,122,489
Selling and marketing		739,855			547,762
General and administrative		4,753,780			3,430,153
Research and development		-			750
Total operating expenses		6,508,356			5,101,154
Loss from operations		(3,210,271	)		(1,431,799	)
Other income (expense):
Interest expense		(8,330,201	)		(158,741	)
Change in fair value of derivative liabilities		4,553,372			-
Other expenses, net		(124,009	)		(31,474	)
Loss on disposal of assets		-			(105,709	)
Total other expense		(3,900,838	)		(295,924	)
Loss before income taxes		(7,111,109	)		(1,727,723	)
Provision for income taxes		-			(65	)
Net loss	$	(7,111,109	)	$	(1,727,658	)
Net loss attributable to noncontrolling interests		(33,646	)		(810,961	)
Net loss available to common stockholders	$	(7,077,463	)	$	(916,697	)
Net loss per common share
Basic	$	(0.19	)	$	(0.10	)
Diluted	$	(0.19	)	$	(0.10	)
Shares used to compute loss per share
Basic	$	37,616,052		$	9,315,185
Diluted	$	37,616,052		$	9,315,185
Comprehensive loss
Net loss	$	(7,077,463	)	$	(916,697	)
Change in foreign currency translation adjustments		(19,505	)		1,723
Comprehensive loss available to common stockholders	$	(7,096,968	)	$	(914,974	)

See

accompanying Notes to Consolidated Financial Statements.

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Stemtech Corporation Statements

of Changes in Stockholders’ Equity (Deficit)

	Common Stock						Additional						Other									Total
	No. of<br><br> <br>Shares			Amount			Paid-in<br><br> <br>Capital			Accumulated<br><br> <br>Deficit			Comprehensive<br><br> <br>Income (Loss)			Sub total			Non-controlling<br><br> <br>Interest			Stockholders’<br><br> <br>Equity
Balance at December 31, 2019		540,000			540			102,366			(300,882	)		-			(197,976	)		-			(197,976	)
Effect of reverse merger transaction with Stemtech Corporation		30,630,085			30,630			7,719,771			(4,791,276	)		(412,473	)		2,546,652			194,753			2,741,405
Stock based compensation		1,860,872			1,861			270,641			-			-			272,502			-			272,502
Stock issued for services		1,953,062			1,953			284,047			-			-			286,000			-			286,000
Cancellation of shares		(737,520	)		(738	)		(107,262	)		-			-			(108,000	)		-			(108,000	)
Non-controlling interest		-			-			-			-			-			-			(810,961	)		(810,961	)
Foreign currency translation adjustment		-			-			-			-			1,723			1,723			-			1,723
Net loss		-			-			-			(916,697	)		-			(916,697	)		-			(916,697	)
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
Non-controlling interest		-			-			-			-			-			-			(33,646	)		(33,646	)
Foreign currency translation adjustment		-			-			-			-			(19,505	)		(19,505	)		-			(19,505	)
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	)

See

accompanying Notes to Consolidated Financial Statements.

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Stemtech

Corporation

Consolidated

Statements of Cash Flows

	For the Years Ended December 31,
	2021			2020
Operating activities:
Net loss	$	(7,111,109	)	$	(1,727,658	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		428,586			430,280
Stock compensation expense		1,031,173			450,500
Amortization of debt discount		602,787			11,000
Amortization of right of use asset		(102,325	)		126,123
Change in fair value of derivative liabilities		(4,553,372	)		-
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		15,102			43,092
Inventory		(237,778	)		132,707
Prepaid expenses and other current assets		(109,122	)		1,598
Accounts payable and accrued expenses		1,217,831			406,423
Accrued payroll		-			(43,056	)
Other assets, net		8,053			-
Long term deposits		(19,818	)		(8,075	)
Operating lease liabilities		99,159			(118,668	)
Other liabilities		-			29,018
Net cash used in operating activities		(1,914,093	)		(266,716	)
Investing activities:
Purchase of property and equipment		-			(11,599	)
Net cash used in investing activities		-			(11,599	)
Financing activities:
Proceeds from note payable		3,321,969			528,500
Proceeds from note payable - related parties		(35,000	)		35,000
Repayment of note payable		(658,230	)		(404,098	)
Cash received in recapitalization transaction		-			-
Proceeds from the issuance of common stock		-			-
Net cash provided by financing activities		2,628,739			159,402
Effects of currency translation on cash		(19,505	)		1,723
Net increase (decrease) in cash		695,141			(117,190	)
Cash, beginning of period		133,065			250,255
Cash and cash equivalents, end of period	$	828,206		$	133,065
Supplemental Disclosure of Cash Flow Information
Shares issued as debt discount	$	462,519		$	-

See

accompanying Notes to Consolidated Financial Statements.

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STEMTECH

CORP.

NOTES

TO THE FINANCIAL STATEMENTS

DECEMBER

31, 2021

Note1 – Organization

Globe Net Wireless Corp. and its Subsidiaries (collectively, the “Company”) was incorporated in the State of Nevada, USA on September 4, 2009 under the name Globe Net Wireless Corp. (“Globe Net” or “GNTW”). 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™, DermaStem®, DermaStem Lift, OraStem® (Oral Health Care), and D-Fuze™.

The consolidated financial statements include the accounts of Stemtech Corporation (Parent) and its eight (8) subsidiaries:

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

Note2 – Significant Accounting Policies

Basisof Presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and considering the requirements of the United States Securities and Exchange Commission (“SEC”). The Company has a fiscal year with a December 31 year end. All intercompany accounts and transactions have been eliminated in consolidation.

GoingConcern

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

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The Company has experienced recurring net losses and negative cash flows from operations since inception and has an accumulated deficit of approximately $13

million and a working capital deficiency of approximately $7.8

million at December 31, 2021. The Company has funded its activities to date almost exclusively from debt and equity financings. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will continue to require substantial funds to implement its new investment acquisition plans. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock offerings, and issuances of debt and convertible debt instruments.

The Company’s ability to continue as a going concern for the next twelve months from the issuance of these financial statements depends on its ability to execute its business plan, increase revenue, and reduce expenditures. Such conditions raise substantial doubts about the Company’s ability to continue as a going concern.

Useof Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

The Company considers all highly liquid temporary investments purchased with original maturities of three months or less at the date of purchase to be cash equivalents. The Company has no cash equivalents as of December 31, 2021. The Company maintains certain cash balances at several institutions located outside the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.

Inventory

Inventory comprised of finished goods, work in process and raw materials are valued at the lower of cost or market, using the “first-in, first-out” method in determining cost. Management evaluates the allowance for inventory obsolescence on a regular basis and has determined that no allowance for slow moving or obsolete inventory is necessary on December 31, 2021 and 2020.

Propertyand Equipment, net

Property and equipment, net including any major improvements, are recorded at historical cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, generally as follows:

Schedule of Property, Plant and Equipment

	Estimated Life
Computers<br> and technological assets	3<br> – 5 Years
Furniture<br> and fixtures	3<br> – 5 Years
Machinery<br> and equipment	5<br> – 10 Years

Impairmentof Long-Lived Assets

The Company assesses, on an annual basis, the recoverability of the carrying amount of intangible assets and long-lived assets used in continuing operations. A loss is recognized when expected future cash flows (undiscounted and without interest) are less than the carrying amount of the asset. The impairment loss is determined as the difference by which the carrying amount of the asset exceeds its fair value. The Company evaluated its long-lived assets for any indications of impairment. The Company concluded that there was no impairment, however there can be no assurance that market conditions will not change or demand for the Company’s products will continue which could result in impairment of long-lived assets in the future.

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RevenueRecognition

It is the Company’s policy that revenues from product sales is recognized in accordance with ASC 606 “Revenues from Contracts with Customers.” Five basic steps must be followed before revenue can be recognized; (1) Identifying the contract(s) with a customer that creates enforceable rights and obligations; (2) Identifying the performance obligations in the contract, such as promising to transfer goods or services to a customer; (3) Determining the transaction price, meaning the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer; (4) Allocating the transaction price to the performance obligations in the contract, which requires the company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognizing revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation (See note 9 for disaggregated revenues).

Revenues from direct retail sales to consumers and revenues from independent distributors occurs when title and risk of loss had passed, which generally occurs at the time the products are shipped. Revenues are recorded net of estimated sales returns and allowances.

Allowances

for product returns are provided at the time the sale is recorded. This liability is based upon historic return rates and the relevant return pattern, which reflects anticipated returns to be received over a period of up to 12 months following the original sale. As of December 31, 2021 and 2020, the Company had a reserve for sales returns of approximately $23,000 and $21,000, respectively, which is included in accrued liabilities in the accompanying consolidated balance sheet.

ForeignCurrency Translation

A portion of the Company’s business operations occur outside the United States. The local currency of each of the Company’s subsidiaries is generally its functional currency. All assets and liabilities are translated into U.S. Dollars at exchange rates existing at the balance sheet dates, revenue and expenses are translated at weighted-average exchange rates and stockholders’ equity is recorded at historical exchange rates. The resulting foreign currency translation adjustments are recorded as a separate component of stockholders’ equity in the consolidated balance sheets and as a component of comprehensive income. Transaction gains and losses are included in other expense, net in the consolidated statements of operations and comprehensive income.

NetLoss per Common Share, basic

Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. For the years ended December 31, 2021 and 2020, the dilutive effect of common stock options and common stock warrants has not been included in the average shares outstanding for the calculation of net loss per share as the effect would be anti-dilutive as a result of our net losses in these periods.

Note3 – Inventory

Inventory consists of the following components:

Schedule of inventory

	December 31,		December 31,
	2020		2020
Finished goods	$	249,659	$	123,957
Work in process		-		29,027
Raw materials		186,746		45,643
Total Inventory	$	436,405	$	198,627

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Note4 – Intangible Assets

On

May 7, 2018, Stemtech Corporation purchased the assets of Stemtech International, Inc. (the “Former Parent Company”), out of a Chapter 7 Bankruptcy for $400,000

and assumed a $4,000,000

note from RBCD Holdings Inc (formerly RBCD Holding

LLC) (“RBCD Holdings”), a related party owned by the Company’s Directors, purchased an outstanding note at its face value of $4,000,000

from the Opus Bank (the “Opus Note”)

and subsequently converted in 2019 into 2,000,000

shares of the Company’s common stock of

which 250,000 shares of the Company’s stock was allocated to Charles Arnold, an officer and director.

Pursuant

to a bankruptcy decree, the Company paid $400,000 in cash and assumed a note payable in the amount of $4,000,000 representing 100% percent of the issued and outstanding capital stock of Stemtech Canada, Inc. (Canada), Stemtech Health Sciences S. de R.L. de C.V. (Mexico), Stemtech Services SARL de C.V. (Mexico) (“Stemtech Mexico”), Ste, Stemtech New Zealand, Ltd. (“Stemtech New Zealand”), Stemtech Taiwan Holding, Inc. (U.S.A.), PT Stemtech Indonesia (Indonesia Pty Ltd.), Stemtech Korea (Korea) and Tecrecel S.A. (Ecuador); and Stemtech Malaysia Holdings S/B (Malaysian Parent) that owns two-thirds of its subsidiary Stemtech Malaysia Holding Sdn. Bhd. (Malaysia).

FairValue of the Acquired Assets

The Company accounted for the acquisitions as business combinations using the purchase method of accounting as prescribed in Accounting Standards Codification 805, Business Combinations (“ASC 805”) and ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”). In accordance with ASC 805 and ASC 820, the Company used its best estimates and assumptions to accurately assign fair value to the tangible assets acquired, identifiable intangible assets and liabilities assumed as of the acquisition dates. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed.

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

Schedule of Purchase Price of The Acquistion

Tangible Assets Acquired:	Allocation
Cash and cash equivalents	$	160,149
Inventory		480,783
Prepaid Expenses		71,160
Other Current Assets		421,068
Property and equipment, net		97,268
Other Non-Current Assets		497,511
Accounts payable and Accrued liabilities		(2,274,875	)
Notes payable		(126,498	)
Net Tangible Assets Acquired	$	(673,434	)
Non-Controlling interest, net of proceeds:
Non-controlling interest		(306,175	)
Intangible Assets Acquired:
Licenses & Trademarks		1,106,000
Patent Products		2,344,900
Customer/Distribution List		1,461,300
Total Fair Value of Assets Acquired	$	3,932,591
Consideration:
Cash		400,000
Assumption of Note Payable		4,000,000
Goodwill	$	467,409

The

excess purchase price has been recorded as goodwill in the amount of $467,409. The estimated useful life of the identifiable intangible assets is six to fourteen years. The goodwill is amortizable for tax purposes.

The components of the acquired intangible assets were as follows:

Schedule of Acquired Intangible Assets

	Fair		Average
	Value		Estimated Life
Patent Products	$	2,344,900		14
Licenses & Trademarks		1,106,000		Indefinite
Customer/Distribution List		1,461,300		6
Total	$	4,912,200

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Note5 – Operating Lease Commitments

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, FL. The extension provides a term of three years commencing upon October 1, 2021 and terminating on September 30, 2024.

The following table presents information about the amount and timing of liabilities arising from the Company’s operating lease as of December 31, 2021:

Schedule of Operating Lease Liabilities

Maturity of operating lease liabilities for the following fiscal years:
2022		70,743
2023		73,572
2024		56,818
2025		-
Thereafter		-
Total undiscounted finance lease payments	$	201,133
Less: Imputed interest		26,323
Present value of finance lease liabilities		174,810

The

Company’s weighted-average remaining lease term relating to its operating leases is 2.75 years, with a weighted-average discount rate of 10%.

The

Company incurred lease expense for its operating leases of $105,673 and $140,130 for the years ended December 31, 2021 and 2020, respectively.

Note6 – Notes Payable

Scheduleof Notes Payable

	As of December 31,
	2021		2020
Secured Royalty Participation Agreements (1)	$	150,000	$	150,000
Vehicle and equipment loans (2)		18,123		23,467
Notes payable, net of discount (3)(4)(5)(6)		1,107,252		500,000
Notes payable - related party (7)		-		35,000
Non-recourse payable agreements (8)		-		104,476
Total notes payable, net of discount	$	1,275,375	$	812,943
(1)	During<br> June 2018, the Company entered into two (2) Secured Royalty Participation Agreements with Profile Solutions, Inc. (“PSI”)<br> in exchange for working capital loans totaling $150,000 ($100,000 on June 15, 2018 and $50,000 on June 22, 2018). The loan amounts<br> 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<br> for 12 months being the greater of: x) 10% of the loan amount or y) 1.5% of the monthly gross revenues. PSI claims that these loans<br> are in default, but the Company contends the loans reflected the terms of these agreements were usurious and contends that the loans<br> are not legally enforceable obligations (see Note 10).
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| F-10 |

| --- | | (2) | In 2019, the Company also borrowed $27,295 to purchase a car. The note accrues interest at 4.42% and matures in 5 years with a balance due of $18,123 and $23,467 for the years ended December 31, 2021 and 2020, respectfully. | | --- | --- | | (3) | In 2019, the Company entered into various promissory notes with lenders in the aggregate principal balance of $275,000, net of discount. 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. The outstanding balance of these notes and the notes issued in 2019 was $275,000 and $500,000 as of December 31, 2021 and 2020, respectively. | | (4) | During the year ended December 31, 2021, the Company issued an aggregate of $2,423,738 of convertible promissory notes to investors. The notes have maturity dates between nine months and three years and have interest rates between 8% and 12% per annum. The embedded beneficial conversion feature of these Notes meets the definition of a derivative and requires bifurcation and liability classification, at fair value. The fair value of the derivative liability as of the date of issuance was $8,777,957. The Company also issued 154,173 shares of common stock and granted warrants to purchase 2,400,000 shares of common stock at $3.00 per share. The value of the common stock and warrants were recorded as a discount of the note at fair value. | | (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. As of December 31, 2021, the balance of the PPP Loans was $219,465. | | (6) | In 2021, On October 20, 2021, The Company issued two promissory notes to investors for a total of $10,000. The notes mature in one year and have interest rates of 8.5% per annum. As of December 31, 2021, no payments have been made on these outstanding notes. | | (7) | In 2020, the Company entered into various promissory notes with two related parties in the aggregate principal balance of $35,000. The effective interest rates of the notes are between 8% and 9% and mature within one year extended to December 31, 2021. As of December 31, 2021, these notes were paid in full. | | (8) | In 2020, the Company entered into three non-recourse agreements for the sale of future receipts receiving net proceeds of $279,500 with an effective interest rate of ranging from approximately 142% to 250%. The ending balances as of December 31, 2021 and December 31, 2020 was $0 and $104,476, respectfully. |

| F-11 |

| --- |

Note7 – Derivative Liabilities

The Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

Schedule of Derivatives Liabilities

	Derivative Liability -<br><br> Convertible Notes			Derivative<br><br> Liability -<br><br> 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		$	2,97,188		$	4,224,585

The Company used a Monte Carlo Model to estimate the fair value of the embedded derivatives above. A summary of the quantitative information with respect to valuation methodology and significant unobservable inputs used for the fair value of derivative liabilities during the year ended December 31, 2021 is as follows:

Schedule of Fair Value of Derivative Liabilities

Stock price	1.77 –<br> 3.99
Contractual term (in years)	0.58 – 3.00
Volatility (annual)	48.8%<br> - 61.3	%
Risk-free rate	0.19% - 0.47	%

The foregoing assumptions are reviewed quarterly and subject to change based primarily on management’s assessment of the probability of the events described occurring.

Note8 – Stockholders’ (Deficit) Equity

Stockbased compensation and stock issued for services

The

Company issued 3,683,335

shares of common stock to officers, employees

and vendors during the year ended December 31, 2021 with an aggregate fair value of $1,031,174 .

During

the year ended December 31, 2020, the Company issued 3,813,933 shares of common stock to officers and vendors with an aggregate fair value of $558,502.

Sharesissued as debt issuance costs

During

the year ended December 31, 2021, the Company issued 154,173

shares of common stock to a lender to cover the

financing costs. The shares were valued on the day of issuance which was $3.00

per share for a total value of $462,519

. This amount was treated as financing costs and recorded as a discount to notes payable.

Stockissued upon acquisition of Globe Net

Pursuant

to the Merger Agreement between Stemtech and Globe Net, the Company agreed to issue common stock to settle all outstanding notes payable of Globe Net. In October 2021 and November 2021, the Company issued an aggregate of 6,061,667 shares of common stock which settled $363,479 of notes payable.

Cancellationof shares

On

May 31, 2020, the Company cancelled 216,000 shares of unvested Company common stock that was initially granted to consultants for services.

| F-12 |

| --- |

Note9 – Segment and Geographic Information

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.

The Company is operated and managed geographically, and management evaluates performance and allocates the Company’s resources on a geographic basis. Operating segments’ measure of profitability is based on income from operations. The accounting policies for the reportable operating segments are the same as for the Company taken as a whole. The Company has three reportable operating segments: 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, Taiwan, Indonesia, South Korea and New Zealand).

Information about operating segments is as follows:

Schedule of segment Reporting Information

	2021			2020
	Year Ended December 31,
	2021			2020
Geographic Net Sales:
Americas	$	1,866,154		$	1,796,348
Latin America		1,668,252			1,618,582
Asia		786,839			969,577
Total Net Sales	$	4,321,245		$	4,384,507
Cost of Goods Sold:
Americas	$	304,615		$	273,089
Latin America		443,191			248,938
Asia		275,354			193,125
Total Cost of Goods Sold:	$	1,023,160		$	715,152
Operating Expenses:
Americas	$	3,748,307		$	2,487,975
Latin America		2,059,381			1,617,899
Asia		700,668			995,280
Total Operating Expenses	$	6,508,356		$	5,101,154
Income (loss) from operations:
Americas	$	(2,186,768	)	$	(964,716	)
Latin America		(834,320	)		(248,255	)
Asia		(189,183	)		(218,828	)
Total loss from operations		(3,210,271	)		(1,431,799	)
Other income (expense):
Interest expense	$	(8,330,201	)		(158,741	)
Change in fair value of derivative liabilities		4,553,372			-
Other expenses, net		(124,009	)		(31,474	)
Loss on disposal of assets		-			(105,709	)
Total other expense	$	(3,900,838	)		(295,924	)
Total Assets by Geographic Location
Americas	$	5,211,878		$	4,551,372
Latin America		284,788			200,419
Asia		223,456			257,730
Total Assets	$	5,720,122		$	5,009,521

| F-13 |

| --- |

Note10 – Commitments and Contingencies

Legalproceedings

In

December 2018, PSIQ Inc. filed a lawsuit against the Company alleging non-payment of a combined loan in the amount of $150,000. The Company has answered this suit and has objected to the legality of the interest charged. It is the position of the Company that the plaintiff’s interest charges are usurious and thus invalid as a matter of law. This matter is still in litigation with no trial date yet set.

On

August 6, 2019, Ray Carter, the former CEO prior to the Company’s Bankruptcy, filed a lawsuit against the Company’s subsidiary Stemtech HealthSciences, alleging unpaid salary and vacation time dating to a period predating the Company’s current management team taking control. Mr. Carter’s claim is in the amount of $267,000. The Company has counter-sued Ray Carter personally and deems this matter non-meritorious. At the same time, the Company has accrued $267,000 in the accompanying financial statements as of December 31, 2021 and December 31, 2020.

On

August 30, 2019, the former CFO, filed a lawsuit against the Company’s subsidiary Stemtech HealthSciences for non-payment for unpaid vacation. This matter is now settled, and the Company agreed to pay $114,000

in full accord and satisfaction. While no specified payment program is in place, this

settlement was accrued and has a balance of $49,000 as of December 31, 2021 after several payments were made. Final payment is expected to be tendered in August 2022.

On

March 4, 2020, Canon Financial Services, Inc., filed a lawsuit against the company in a dispute over office machine leases. The Company settled this matter with Canon Financial Services for $32,000 in May 2021, and is making installment payments until May 2023.

The Company accrued the same

amount and has a balance of $20,000 as of December 31, 2021.

In the opinion of management, the resolution of these matters, if any, will not have a material adverse impact on the Company’s financial position or results of operations.

Note11 – Related Parties

NotesPayable and Accrued Interest – Related Parties

On May 15, 2020, the Company received a $10,000 loan from John W. Meyer, a related party. A promissory note was issued in the amount of $10,000 with a maturity date of August 15, 2020 (the “Meyer Note”). Interest on the Meyer Note accrued on the principal amount at the rate of eight and one-half percent (8.5%) per annum, payable in full including any accrued interest and late fees on August 15, 2020 and shall continue to accrue until paid in full. As of December 31, 2020, the Company owed $10,000 principal amount of the Meyer Note, plus $543 in interest. On June 29, 2021, John Meyer extended the Meyer Note until December 31, 2021. This note was paid in full in September 2021.

In addition, on December 10, 2020, the Company received a $25,000 loan from Charles Arnold, a related party. A promissory note was issued in the amount of $25,000 with a maturity date of December 10, 2021 (the “Arnold Note”). Interest on the Arnold Note accrued on the principal amount at the rate of eight percent (8%) per annum, payable in full including any accrued interest and late fees on December 10, 2021 and shall continue to accrue until paid in full. As of December 31, 2020, the Company owed $25,000 principal amount of the Arnold Note, plus $117 in interest. On June 29, 2021, Charles Arnold extended the Arnold Note until December 31, 2021. This note was paid in full in September 2021.

| F-14 |

| --- |

Note12 – Disposition of Subsidiaries

During

the year ended December 31, 2020, the Company sold or closed three of its subsidiaries in South Korea and Indonesia resulting in losses on the disposition or closing totaling $105,709.

Note13 – Income Taxes

Income

taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled, updated for new corporate tax rates. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in income in the period that includes the effective date of the change. The Company recognizes tax liabilities or benefits from an uncertain position only if it is more likely than not that the position will be sustained upon examination by taxing authorities based on the technical merits of the issue. The amount recognized would be the largest liability or benefit that the Company believes has greater than a 50% likelihood of being realized upon settlement. As of December 2021, and 2020 management determined that it is not 50% likely that a tax asset will be realized, as such, a full valuation has been recorded. As of December 2020, (“NOL”) carry-forwards amounted to approximately $2,119,506. All tax returns are still open and subject to audit the Internal Revenue Service.

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

Schedule of Domestic and Foreign Components of Loss Before Provision for Income Tax

	2021			2020
	Year Ended December 31,
	2021			2020
Domestic	$	(6,083,667	)	$	(1,128,818	)
Foreign		(1,027,442	)		(598,906	)
Total	$	(7,111,109	)	$	(1,727,723	)

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, 2021 and 2020 is as follows:

Schedule of Reconciliation of Income Tax

US	2021			2020
	Year Ended December 31,
US	2021			2020
Loss before Income taxes	$	(7,110,109	)	$	(1,727,723	)
Taxes under statutory US tax rates		(1,493,333	)		(362,822	)
Increase (decrease) in taxes resulting from:
Increase in valuation allowance		2,984,299			464,547
Foreign tax rate differential		(73,413	)		(43,875	)
Permanent differences		(955,027	)		(31,917	)
Rate Change		-			2,765
State Taxes		(462,526	)		(28,699	)
Income tax (expense) benefit	$	-		$	-

| F-15 |

| --- |

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 Tax Assets and Liabilities

	December 31, 2021			December 31, 2020
Deferred tax assets
Net Operating Loss Carryforwards	$	4,369,537		$	1,625,829
Stock based compensation		732,868			468,873
Intangibles		(88,159	)		(64,116	)
Other		140			-
Total Deferred tax assets	$	5,014,385			2,030,086
Valuation allowance		(5,014,385	)		(2,030,086	)
Net deferred tax assets (liabilities)	$	-		$	-

At

December 31, 2021, the Company had net operating loss (“NOL”) carryforwards of approximately $16,999,600

that may be offset against future taxable

income. Of the $17.0

million of net operating losses, U.S. Federal

and state net operating losses accounted for $12.8

million which 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, 2021, the Company had $4.2 million of non-US NOL carryforwards.

The Company applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as of December 31, 2021 and 2020, respectively.

On December 22, 2017, the President of the United States of America signed tax reform legislation (the “2017 Tax Act”), which includes a broad range of tax reform affecting businesses, including corporate tax rates, business deductions, and international tax regulations. Among these changes, the 2017 Tax Act reduces the corporate tax rate from 35% to 21% effective December 31, 2017. The Company has incorporated all other changes resulting from the 2017 Tax Act in its tax related accounts for the fiscal years ended December 31, 2021 and 2020.

The

Mexican Tax Authorities have completed an Audit of Stemtech Mexico for 2013 fiscal year and have preliminarily assessed a $2.5

million tax liability including interest

and penalties. The Company believes this assessment to be unfounded and has hired local tax attorneys to begin the process of going to Tax Court and potentially trial to minimize any potential tax and may take an additional 2 to 3 years to be resolved. The Company estimated the final assessment to approximately $250,000 , but the Company believes it is not probable than the Company will be liable for these amounts and therefore no amount has been accrued for this action.

The

Company accrued approximately $250,000 as of December 31, 2018 and remains accrued and due to Mexico as of December 31, 2021. Currently, 2015 through 2020 tax returns are still open for possible audit.

Note14 – Subsequent Events

The Company has evaluated subsequent events after the balance sheet date through the date of this filing and found that there were no material events to disclose during this time.

| F-16 |

| --- |

Item9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item9A(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^st^, 2021. 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 Securities and Exchange Commission 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^st^, 2021. 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, 2021 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.

| 12 |

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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, 2021, Stemtech’s internal control over financial reporting was not subject to changes.

Item9B. Other Information

None.

| 13 |

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PART

III

Item10. 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 Meyer	Director, COO	67	August 19, 2021
Charles Arnold	Director, CEO	69	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

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 Meyer. With over 40 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.

| 14 |

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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.

Involvementin 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

Stemtech has no significant employees other than Mr. John Meyer is Stemtech’s Chief Operating Officer. Mr. Meyer devotes his full time to our business.

(c)Family Relationships

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

| 15 |

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(d)Involvement in Certain Legal Proceedings

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

●	a<br> general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy<br> or two years prior to that time;
●	convicted<br> in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
●	subject<br> to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently<br> or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking<br> activities;
●	subject<br> to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending<br> or otherwise limiting for more than 60 days the right of such person to engage in any activity as a futures commission merchant,<br> introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person<br> regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser,<br> underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings<br> and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity,<br> or to be associated with persons engaged in any such activity;
●	found<br> 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<br> judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;
●	found<br> by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal<br> commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently<br> reversed, suspended or vacated;
●	the subject of, or a party<br> to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or<br> vacated, relating to an alleged violation of:
any<br> Federal or State securities or commodities law or regulation; or
---
●	any<br> law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent<br> injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal<br> or prohibition order; or
---	---
●	any<br> law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
●	the<br> subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization,<br> any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members<br> 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.

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(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 Meyer or COO and Charles Arnold, our CEO are the only members of Stemtech’s audit committee, but he does 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.

Item11. Executive Compensation

The following table sets forth the compensation paid to our officers for the years ended December 31, 2021 and 2020. 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.

Summary

Compensation Table

							Stock		All Other
Name and Principal Position	Year		Salary		Bonus		Awards		Compensation		Total
Charles Arnold, Director, CEO		2021	$	–	$	–		268,904	$	–	$	268,904
		2020	$	–	$	–		245,000	$	–	$	245,000
John Meyer, President & COO		2021	$	120,000	$	–		109,526	$	–	$	229,526
		2020	$	120,000	$	–		–	$	–	$	120,000
James Cardwell, CFO		2021	$	7,500	$	–		–	$	–	$	7,500
		2020	$	–	$	–		–	$	–	$	–

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

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Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The table below sets 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 officer and principal financial officer during a portion of the fiscal year ended December 31, 2021) and all the named executives and directors as 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.

The information contained in this table is as of March 28, 2021. At that date, we had 44,685,673 shares of common stock outstanding.

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.

Name of Beneficial Owner and address ^(1)^
Named Executives and Directors
Charles Arnold<br> ^(2)^	8,363,097	18.8	%
John W. Meyer	344,302	*
James Cardwell	-	-
John Thatch^(3)^	1,554,173	3.4	%
Darryl V Green	3,641,937	8.2	%
Benjamin Kaplan ^(4)^	3,135,094	7.1	%
All directors and Named Executive Officers as a group (6 persons)	17,038,604	27.7	%
Over 5% Shareholders
Daniel Kaplan ^(5)^	3,136,992	7.1	%
Javad Abbasi ^(6)^	6,538,748	14.7	%
Joshua Rosenbaum ^(7)^	5,872,842	12.3	%
Robert Grinberg ^(8)^	3,156,451	7.1	%
Over 5% Shareholders	18,705,034	29.6	%

* Less than 1%.

(1) Addresses for all officers and directors are 10370 USA Today Way, Miramar, FL 33025.

(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 Sharing Services Global Corp.

(4) Includes shares 2,198,905 indirect shares owned through a related party held by Long Side Ventures LLC.

(5) Includes shares 2,304,998 indirect shares owned through a related party held by R&T Sports Marketing, Inc.

(6) Includes shares 2,219,477 indirect shares owned through a related party held by Empereur Limited Partnership and 4,319,271 shares held by Veken, LLC.

(7) Includes shares underlying vested warrants of 3,414,443 issued by the Company and 2,458,399 indirect shares owned through a related party held by Mindshare Holdings, Inc.

(8) Includes shares 2,324,447 indirect shares owned through a related party held by Taconic Group LLC.

Changesin Control

None.

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Item13. Certain Relationships and Related Transactions

Pre-MergerPromissory Notes

Through the period ended August 19, 2021, the following group of lenders of Stemtech Corporation (formerly Globe Net Wireless Corp), a Nevada corporation, collectively settled $363,479 of notes payable were repaid in full in connection with the closing of the Merger with the issuance of 6,061,667 shares in the aggregate

Debt Holder	Debt Settled
Rima Hamdan	$	126,349	2,000,000
Edward Johnson		163,763	1,041,667
Shiloah Anstalt		7,220	10,000
Clipper Explorations Ltd		42,491	10,000
Csilla Gabriella Balla		7,221	2,000,000
Mikhail Churkin		16,435	1,000,000
Total	$	363,479	6,061,667

Pre-MergerStock Compensation

During the year ending December 31, 2020 and for the period January 1, 2021 through August 19, 2021, Charles Arnold, an officer and director converted $250,000 and $187,500, respectfully into 500,000 and 375,000, respectfully, shares of common stock of Stemtech Corporation, a Delaware Corporation prior to the closing of the Merger with Stemtech Corporation (formerly Globe Net Wireless Corp), a Nevada Corporation (the “Company”) which was exchanged into 1,280,417 shares of common stock of the Company upon closing of the Merger.

During the year ending December 31, 2020, John W. Meyer, an officer and director received 45,000 shares of common stock of Stemtech Corporation, a Delaware Corporation with a fair value of $22,500 of prior to the closing of the Merger with the Company which was exchanged into 153,650 shares of common stock of the Company upon closing of the Merger.

During the year ending December 31, 2020 and for the period January 1, 2021 through August 19, 2021, Joshua Rosenbaum as a beneficial owner through Mindshare Holdings, Inc. and related party, converted $165,000 and $195,000, respectfully into 330,000 and 390,000, respectfully, shares of common stock shares of Stemtech Corporation, a Delaware Corporation prior to the closing of the Merger with the Company which was exchanged into 1,280,417 shares of common stock of the Company upon closing of the Merger.

Conversionof Shares upon Closing of Merger

The following officers, directors and/or related parties held common stock in Stemtech Corporation, a Delaware Corporation prior the Merger (“Pre-Merger Shares”) and upon the Merger on August 19, 2021 received common stock in the Company (“Shares Issued upon Merger”).

Related Parties	Beneficial Owner
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

* Officer and Director of the Company

** Former Director of the Stemtech Corporation, a Delaware Corporation

*** Related party, or beneficial owner of over 5% of the common stock of the Company

Post-MergerPromissory Notes

On September 10, 2021, John Thatch, a director of the Company and beneficial owner through an affiliated company Sharing Services Global Corp. of which Mr. Thatch is the CEO entered into a Convertible Promissory Notes in the amount of $1,400,000 and received no Through the period ended August 19, 2021, and also received 154,173 shares of common stock of the Company reported as debt issuance costs.

Post-MergerStock Compensation

On September 1, 2021, Charles Arnold, an officer and director received 1,000,000 shares of restricted stock of the Company’s common stock as additional compensation vesting 62,500 shares quarterly beginning October 1, 2024 with a fair value of $3,000,000 at the time of issuance.

On December 3, 2021, John W. Meyer, an officer and director received 37,002 shares of restricted stock of the Company’s common stock as additional compensation vesting on December 3, 2022 with a fair value of 109,489 at the time of issuance.

Directorindependence

Stemtech’s board of directors currently consists of John Meyer our COO, Charles Arnold, our CEO, John Thatch, Benjamin Kaplan and Darryl Green. Pursuant to Item 407(a)(1)(ii) of Regulation S-K of the Securities Act, Stemtech’s board of 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 of Stemtech or any other individual having a relationship which, in the opinion of Stemtech’s board of directors, would interfere with the 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.

In 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.

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

Stemtech has also adopted this definition for the independence of the members of its audit committee. John Meyer our COO and Charles 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.

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Item14. Principal Accountant Fees and Services

AuditFees

For the years ended December 31, 2021 and 2020, the aggregate fees billed by KR Margetson Ltd., Chartered Professional Accountant for professional services rendered for the audit of our annual consolidated financial statements were $800 and $6,000. The aggregate fees billed by Turner Stone & Co in 2021 and 2020 was $35,000 and $33,000, respectively, plus any out-of-pocket costs.

We do not use Turner, Stone & Company, L.L.P for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Turner, Stone & Company, L.L.P to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before Turner, Stone & Company, L.L.P is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

●	approved<br> by our board of directors who are capable of analyzing and evaluating financial information; or
●	entered<br> into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures<br> are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do<br> not include delegation of the board of directors’ responsibilities to management.

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

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PART

Item15. Exhibits, Financial Statement Schedules.

1.	Financial Statements
	Financial<br> statements of Stemtech have been included in Item 8 above.
2.	Financial Statement Schedules
	All<br> schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions<br> or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore,<br> have been omitted from this Item 15.
3.	Exhibits
	All<br> Exhibits required to be filed with the Form 10-K are included in this annual report or incorporated by reference to Stemtech’s<br> 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	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Included
101 *	Financial<br> statements from the annual report on Form 10-K of Stemtech for the fiscal year ended August 31, 2020, formatted in XBRL: (i) the<br> Audited Balance Sheets, (ii) the Audited Statements of Operations; (iii) the Audited Statements of Stockholders’ Deficit and<br> Comprehensive Income, and (iv) the Audited Statements of Cash Flows.

* 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<br> XBRL Instance Document
101.SCH***	Inline<br> XBRL Taxonomy Extension Schema Document
101.CAL***	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF***	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB***	Inline<br> XBRL Taxonomy Extension Label Linkbase Document
101.PRE***	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)
*	Filed herewith.
---	---
**	Furnished herewith.
***	XBRL<br> (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus<br> 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<br> Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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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 Corp.
Date:<br> April 1, 2022	By:	/s/ Charles Arnold
		Charles Arnold
	Title:	Chief<br> Executive Officer<br><br> <br>(Principal<br> Executive Officer)
Date:<br> April 1, 2022	By:	/s/James Cardwell
		James Cardwell
	Title:	Chief<br> Financial Officer<br><br> <br>(Principal<br> Financial Officer)

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Exhibit21

**<br><br> <br>Name of Subsidiary**	Jurisdiction of Formation<br><br> <br>or Organization
Stemtech<br> Healthsciences Corp	Florida
Stemtech<br> Canada, Inc.	Canada
Stemtech<br> Malaysia Holding Sdn Bhd	Malaysia
Stemtech<br> Taiwan Holding, Inc.	Florida
Stemtech<br> Taiwan Branch	Taiwan
Stemtech<br> Services SARL de CV	Mexico
Stemtech<br> HealthSciences SdeRL de CV.	Mexico
Commercial<br> zadora & Distr. De Salud SA de CV	Mexico
Importada<br> de Salud & Nutr. Intl de Mexico SA	Mexico
Technologica<br> De Ren Celular SA	Ecuador
PT.<br> Stemtech Indonesia	Indonesia
Stemtech<br> Malaysia Holding Sdn Bhd	Malaysia
Stemtech<br> Malaysia Sdn Bhd	Malaysia

Exhibit31

STEMTECHCORP.

CERTIFICATIONSPURSUANT TO

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Charles Arnold, certify that:

1. I have reviewed this annual report on Form 10-K for the fiscal year ending December 31st, 2021 of Stemtech Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:<br> April 1, 2022
/s/ Charles Arnold
Charles Arnold
Chief Executive Officer

STEMTECHCORP.

CERTIFICATIONSPURSUANT TO

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, James Cardwell, certify that:

1. I have reviewed this annual report on Form 10-K for the fiscal year ending December 31st, 2021 of Stemtech Corp.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:<br> April 1, 2022
/s/ James Cardwell
James<br> Cardwell
Chief<br> Financial Officer

Exhibit32

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Stemtech Corp. (the “Company”) on Form 10-K for the period ending December 31st, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles Arnold, Chief Executive Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The<br> Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
/s/ Charles Arnold
---
Charles<br> Arnold
Chief<br> Executive Officer
April<br> 1, 2022

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Stemtech Corp. (the “Company”) on Form 10-K for the period ending December 31st, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Cardwell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The<br> Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company.
/s/ James Cardwell
---
James<br> Cardwell
Chief<br> Financial Officer
April<br> 1, 2022