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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

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

For the transition period from to

Commission file number: 333-172172

STEMTECH CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

87-2151440

State or other jurisdiction

of incorporation or organization

(I.R.S. Employer

Identification No.)

4851 Tamiami Trail North

Suite 200

Naples, FL 34103

(Address of principal executive offices) (Zip Code)

(954) 715-6000

Registrant’s telephone number, including area code

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

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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~134~~142,~~754~~443,~~232~~444 shares of common stock, $0.001 par value, issued and outstanding as of ~~November~~July ~~11th~~17, ~~2024~~2025.

STEMTECH CORPORATION

FORM 10-Q

~~September~~March 3031, ~~2024~~2025

INDEX

Cautionary Note Regarding Forward-Looking Statements		3
PART I – FINANCIAL INFORMATION		4
Item 1.	Consolidated Financial Statements	4
	Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (unaudited)	4
	Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (unaudited)	4
	Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2024 and 2023 (unaudited)	5
	Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2025 and 2024 (unaudited)	5
	Consolidated Statements of Stockholders’ Equity (Deficit) for the nine months ended September 30, 2024 and 2023 (unaudited)	6
	Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2025 and 2024 (unaudited)	6
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)	7
	Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2320
Item 3	Quantitative and Qualitative Disclosures About Market Risk	2925
Item 4.	Controls and Procedures	2925
PART II — OTHER INFORMATION
Item 1	Legal Proceeding	3026
Item 1A	Risk Factors	3026
Item 2.	Recent Sale of Unregistered Securities	3026
Item 3.	Defaults Upon Senior Securities	3026
Item 4.	Mine Safety Disclosures	3026
Item 5.	Other Information	3026
Item 6.	Exhibits	3126
SIGNATURES		3227

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

	·	our expectations regarding competition;

	·	our anticipated growth strategies;

	·	our ability to attract or retain key personnel;

	·	our ability to establish and maintain development partnerships;

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

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

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

Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” or “project” or the negative of these words or other variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition and results of operations, prospects and opportunities could differ materially and perhaps substantially from those expressed in, or implied by, these forward-looking statements as a result of various risks, uncertainties and other factors. These statements may be found under the section of our Annual Report on Form 10-K for the year ended December 31, 2023 (filed on July 10^th, 2024) entitled “Risk Factors” as well as in our other public filings.

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Stemtech Corporation

Consolidated Balance Sheets

(Unaudited)

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
ASSETS
CURRENT ASSETS:
Cash	$	~~260~~305,~~344~~836		$	~~114~~255,~~166~~298
Accounts receivable, net		~~256~~260,~~498~~307			61269,~~494~~749
Inventory, net		~~187~~188,~~661~~400			48197,~~325~~355
Prepaid expenses and other current assets		74181,~~083~~536			~~176~~199,~~725~~344
TOTAL CURRENT ASSETS		~~778~~936,~~586~~079			~~400~~921,~~710~~746
Property and equipment, net		–			~~10,056~~
Intangible assets, net		2,~~376~~334,~~158~~282			2,~~710~~376,~~568~~158
Other long term assets		–			–
Long term deposits		16,~~932~~480			2316,~~708~~932
Operating lease right-of-use assets - net		–			~~70,820~~–
Goodwill		467,409			467,409
Intercompany		–			–
TOTAL ASSETS	$	3,~~639~~754,~~085~~250		$	3,~~683~~782,~~271~~245
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	4,~~947~~879,~~398~~912		$	24,~~708~~518,~~906~~391
Notes payable		2,105,240			1,889,321
Accrued payroll		–			–
Convertible debentures, net of discount		1,959,364			1,596,960
Accrued liabilities		–			–
Operating lease liabilities - current		–			66,866
Notes payable		2,412,561			2,046,001
Deferred revenues		192,685			56,039
Convertible debentures, net of discount		1,752,364			1,769,583
Factoring liability		384,916			143,944
Notes payable--related parties		–			–
Operating lease liabilities - current		–			–
Deferred revenues		6,778			1,463
Other liabilities		–			–
Factoring liability		385,805			673,611
Derivative liability		–			–
TOTAL CURRENT LIABILITIES		9,~~589~~437,~~603~~420			69,~~462~~009,~~036~~049
Notes payable - Long term		–			–
Operating lease liabilities - noncurrent		–			–
Other long term liabilities		–			–
TOTAL LIABILITIES		9,~~589~~437,~~603~~420			69,~~462~~009,~~036~~049
COMMITMENTS AND CONTINGENCIES (Note 10)		–			–
STOCKHOLDERS' EQUITY
STOCKHOLDERS’ EQUITY
Common stock - $0.001 par value; 200,000,000 shares authorized; 116,769,707 and 104,988,853 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		122,597			104,989
Common stock - $0.001 par value; 400,000,000 shares authorized; 142,443,444 and 135,756,053 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		142,444			135,756
Additional paid in capital		26,~~012~~670,~~705~~777			2426,~~726~~357,~~722~~396
Accumulated other comprehensive loss		~~(908~~536,~~720~~014	)		~~190~~(146,~~503~~277	)
Accumulated deficit		(3032,~~434~~286,~~472~~643	)		(2730,~~061~~831,~~486~~052	)
Stemtech Corporation shareholders’ deficit		(54,~~207~~937,~~890~~407	)		(24,~~039~~484,~~272~~176	)
Non-controlling interest in subsidiaries		(~~742~~745,~~628~~763	)		(~~739~~742,~~493~~628	)
Net loss		–			–
TOTAL STOCKHOLDERS EQUITY		(5,~~950~~683,~~518~~170	)		(25,~~778~~226,~~765~~804	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,639,085		$	3,683,271
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,754,250		$	3,782,245

The accompanying notes are an integral part of these consolidated financial statements.

Stemtech Corporation

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	For The Three Months Ending						For The Nine Months Ended
	For The Three Months Ended
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
NET SALES	$	1868,~~031,630~~046		$	1,~~298~~382,~~322~~570		$	~~3,740,000~~		$	~~3,559,789~~
COST OF GOODS SOLD:
Cost of goods sold		~~358~~130,~~209~~087			~~265~~311,~~162~~891			~~971,474~~			~~719,879~~
Freight-in		2117,~~996~~695			2533,~~734~~478			~~86,277~~			~~62,016~~
TOTAL COST OF GOODS SOLD		380,205			290,896			1,057,751			781,895
Intercompany Purchases		–			–
GROSS PROFIT		651,425			1,007,426			2,682,249			2,777,894
TOTAL COST OF GOODS SOLD		147,782			345,369
OPERATING EXPENSES:
GROSS PROFIT		720,264			1,037,201
Commissions		113,192			386,070			692,358			807,678
OPERATING EXPENSES:
Selling and marketing		75,070			119,123			265,530			387,102
Commissions		185,558			325,142
General and administrative		1,179,633			1,081,401			4,143,951			4,366,912
Selling and marketing		12,244			103,255
Research and development		–			(177	)		–			13,800
General and administrative		1,727,367			1,619,615
TOTAL OPERATING EXPENSES		1,367,895			1,586,417			5,101,839			5,575,492
Research and development		–			–
OPERATING LOSS		(716,470	)		(578,991	)		(2,419,590	)		(2,797,598	)
TOTAL OPERATING EXPENSES		1,925,169			2,048,012
OTHER INCOME (EXPENSE):
OPERATING LOSS		(1,204,905	)		(1,010,811	)
Change in fair value of derivative liability		–			–			–			1,681,798
OTHER INCOME (EXPENSE):
Interest expense		(493,544	)		(426,048	)		(1,041,867	)		(4,323,528	)
Change in fair value of derivative liability		–			–
Other income and expenses, net		38,609			(1,525	)		85,336			(2,626	)
Gain on forgiveness of PPP Loan		–			–
Gain on settlement of derivative liabilities		–			–			–			1,059,839
Interest expense		(245,368	)		(430,959	)
Gain (loss) on extinguishment of debt		–			–			–			814,132
Other income and expenses, net		(8,453	)		21,141
Loss on disposal of assets		–			–			–			–
Gain on settlement of derivative liabilities		–			–
TOTAL OTHER INCOME (EXPENSE)		(454,935	)		(427,573	)		(956,531	)		(770,385	)
Gain (loss) on extinguishment of debt		–			–
INCOME (LOSS) BEFORE INCOME TAXES		(1,171,405	)		(1,006,564	)		(3,376,121	)		(3,567,983	)
Loss on disposal of assets		–			–
PROVISION FOR INCOME TAXES		–			(33,529	)		–			–
TOTAL OTHER INCOME (EXPENSE)		(253,821	)		(409,818	)
NET LOSS	$	(1,171,405	)	$	(1,040,093	)	$	(3,376,121	)	$	(3,567,983	)
INCOME (LOSS) BEFORE INCOME TAXES		(1,458,726	)		(1,420,629	)
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(925	)		1,707			(3,135	)		(2,534	)
PROVISION FOR INCOME TAXES		–			–
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(1,170,480	)	$	(1,041,800	)	$	(3,372,986	)	$	(3,565,449	)
NET LOSS		(1,458,726	)		(1,420,629	)
Net loss per common share
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(3,135	)		(2,279	)
Basic	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.05	)
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(1,455,591	)	$	(1,418,350	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.05	)
Net loss per common share
Shares used to compute loss per share
Basic	$	(0.01	)	$	(0.02	)
Basic	$	120,569,794		$	100,572,563		$	114,612,574		$	76,221,547
Diluted	$	(0.01	)	$	(0.02	)
Diluted	$	120,569,794		$	100,572,563		$	114,612,574		$	76,221,547
Shares used to compute loss per share
Comprehensive loss
Basic		118,697,641			83,469,544
Net loss	$	(1,170,480	)	$	(1,041,800	)	$	(3,372,986	)	$	(3,565,449	)
Diluted		118,697,641			83,469,544
Change in foreign currency translation adjustments		(1,086,093	)		(223,557	)		(1,099,223	)		(213,465	)
Comprehensive loss
Comprehensive loss available to common stockholders	$	(2,256,573	)	$	(1,265,357	)	$	(4,472,209	)	$	(3,778,914	)
Net loss	$	(1,455,591	)	$	(1,418,350	)
Change in foreign currency translation adjustments		682,291			(909,375	)
Comprehensive loss available to common stockholders	$	(773,300	)	$	(2,327,725	)

The accompanying notes are an integral part of these consolidated financial statements.

Stemtech Corporation

Consolidated Statements of Changes in Stockholders' ’ Equity

(Unaudited)

	Common Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive						Non-controlling			Total Stockholders’
	No. of Shares		Amount		~~Additional Paid-in~~ Capital		~~Accumulated~~ Deficit			~~Other Comprehensive~~ Income (Loss)			Sub total			~~Non- controlling~~ Interest			~~Total Stockholders’ Equity~~Deficit
Balance at June 30, 2023		96,317,252	$	96,319	$	23,728,202	$	(24,154,890	)	$	(237,668	)	$	(568,037	)	$	(742,000	)	$	(1,310,037	)
Balance at December 31, 2022		53,442,147	$	53,442	$	19,391,400	$	(21,631,241	)	$	(247,760	)	$	(2,434,159	)	$	(737,759	)	$	(3,171,918	)
Stock based compensation		–		–		~~110~~439,~~665~~054		–			–			~~110~~439,~~665~~054			–			~~110~~439,~~665~~054
Stock issued for services		376,~~500~~115,200		386,115		1427,~~800~~910		–			–			1434,~~838~~025			–			1434,~~838~~025
Conversion of convertible notes and accrued interest to common stock		8,121,979		8,120		755,937		–			–			764,057			–			764,057
Settlement of accrued liabilities for common stock		–		–		–		–			–			–			–			–
Foreign currency translation adjustment		–		–		–		–			(223,557	)		(223,557	)		–			(223,557	)
Income attributable to non-controlling interests		–		–		–		–			–			–			1,707			1,707
Net loss		–		–		–		(1,041,800	)		–			(1,041,800	)		–			(1,041,800	)
Balance at September 30, 2023		104,476,731	$	104,477	$	24,596,604	$	(25,196,690	)	$	(461,225	)	$	(956,834	)	$	(740,293	)	$	(1,697,127	)
Balance at December 31, 2022		53,442,147	$	53,442	$	19,391,400		(21,631,241	)	$	(247,760	)	$	(2,434,159	)	$	(737,759	)		(3,171,918	)
Stock based compensation		–		–		328,388		–			–			328,388			–			328,388
Stock issued for services		6,113,078		6,113		427,838		–			–			433,951			–			433,951
Conversion of convertible notes and accrued interest to common stock		30,371,836		30,372		2,373,081		–			–			2,403,453			–			2,403,453
Settlement of accrued liabilities for common stock		12,149,670		12,150		794,926		–			–			807,076			–			807,076
Stock issued for LFR Acquisition		2,400,000		2,400		269,520		–			–			271,920			–			271,920
Reclassification of derivative liabilities to APIC		–		–		1,011,451		–			–			1,011,451			–			1,011,451
Foreign currency translation adjustment		–		–		–		–			(213,465	)		(213,465	)		–			(213,465	)
Issuance of stock for cancellation of options		510,000		510		19,380								19,890						19,890
Loss attributable to non-controlling interests		–		–		–		–			–			–			(2,534	)		(2,534	)
Foreign currency translation adjustment		–		–		–		–			438,263			438,263			–			438,263
Net loss		–		–		–		(3,565,449	)		–			(3,565,449	)		–			(3,565,449	)
Loss attributable to non-controlling interests		–		–		–		–			–			–			(1,734	)		(1,734	)
Balance at September 30, 2023		104,476,731	$	104,477	$	24,596,604	$	(25,196,690	)	$	(461,225	)	$	(956,834	)	$	(740,293	)	$	(1,697,127	)
Net loss		–		–		–		(5,430,245	)		–			(5,430,245	)		–			(5,430,245	)
Balance at June 30, 2024		116,769,707	$	116,770	$	25,534,443	$	(29,263,992	)	$	(573,968	)	$	(4,186,747	)	$	(741,703	)		(4,928,450	)
Balance at December 31, 2023		104,988,853	$	104,989	$	24,726,722	$	(27,061,486	)	$	190,503		$	(2,039,272	)	$	(739,493	)	$	(2,778,765	)
Stock based compensation		–		–		108,260		–			–			108,260			–			108,260
Balance at December 31, 2023		104,988,853	$	104,989	$	24,726,722	$	(27,061,486	)	$	190,503		$	(2,039,272	)	$	(739,493	)	$	(2,778,765	)
Stock issued for services		–		–		–		–			–			–			–			–
Stock based compensation		–		–		440,256		–			–			440,256			–			440,256
Conversion of convertible notes and accrued interest to common stock		5,826,800		5,827		370,002		–			–			375,829			–			375,829
Stock issued for services		18,775,140		18,775		727,599		–			–			746,374			–			746,374
Conversion of convertible notes and accrued interest to common stock		11,992,060		11,993		462,819		–			–			474,812			–			474,812
Settlement of accrued liabilities for common stock		–		–		–		–			–			–			–			–
Stock issued for LFR Acquisition		–		–		–		–			–			–			–			–
Reclassification of derivative liabilities to APIC		–		–		–		–			–			–			–			–
Foreign currency translation adjustment		–		–		–		–			(~~337~~336,~~471~~780	)		(~~337~~336,~~471~~780	)		–			(~~337~~336,~~471~~780	)
Non-controlling interest		–		–		–		–			–			–			(~~925~~3,135	)		(~~925~~3,135	)
Net loss		–		–		–		(13,~~170~~769,~~480~~566	)		–			(13,~~170~~769,~~480~~566	)		–			(13,~~170~~769,~~480~~566	)
Balance at September 30, 2024		122,596,507	$	122,597	$	26,012,705	$	(30,434,472	)	$	(911,439	)	$	(5,210,609	)	$	(742,628	)	$	(5,953,237	)
Balance at December 31, 2024		135,756,053	$	135,756	$	26,357,396	$	(30,831,052	)	$	(146,277	)	$	(4,484,176	)	$	(742,628	)	$	(5,226,804	)
Balance at December 31, 2023		104,988,853	$	104,989	$	24,726,722	$	(27,061,486	)	$	190,503		$	(2,039,272	)	$	(739,493	)	$	(2,778,765	)
Balance at December 31, 2024		135,756,053	$	135,756	$	26,357,396	$	(30,831,052	)	$	(146,277	)	$	(4,484,176	)	$	(742,628	)	$	(5,226,804	)
Stock based compensation		–		–		~~328~~108,~~388~~260		–			–			~~328~~108,~~388~~260			–			~~328~~108,~~388~~260
Stock issued for services		116,~~780~~687,~~854~~391		116,~~781~~688		~~587~~205,~~593~~121		–			–			~~599~~211,~~374~~809			–			~~599~~211,~~374~~809
Conversion of convertible notes and accrued interest to common stock		~~5,826,800~~–		~~5,827~~–		~~370,002~~–		–			–			~~375,829~~–			–			~~375,829~~–
Settlement of accrued liabilities for common stock		–		–		–		–			–			–			–			–
Stock issued for LFR Acquisition		–		–		–		–			–			–			–			–
Reclassification of derivative liabilities to APIC		–		–		–		–			–			–			–			–
Foreign currency translation adjustment		–		–		–		–			(1682,~~099,223~~291	)		(1682,~~099,223~~291	)		–			(1682,~~099,223~~291	)
Non-controlling interest		–		–		–		–			–			–			(3,135	)		(3,135	)
Net loss		–		–		–		(31,~~372~~455,~~986~~591	)		–			(31,~~372~~455,~~986~~591	)		–			(31,~~372~~455,~~986~~591	)
Balance at September 30, 2024		122,596,507	$	122,597	$	26,012,705	$	(30,434,472	)	$	(908,720	)	$	(5,207,890	)	$	(742,628	)	$	(5,950,518	)
Balance at March 31, 2025		142,443,444	$	142,444	$	26,670,777	$	(32,286,643	)	$	536,014		$	(4,937,407	)	$	(745,763	)	$	(5,683,170	)

The accompanying notes are an integral part of these consolidated financial statements.

Stemtech Corporation

Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2024			2023
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(31,~~376~~458,~~121~~726	)	$	(31,~~567~~420,~~983~~629	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		~~344~~41,~~466~~876			~~432~~154,~~049~~135
Amortization of right of use asset		~~54,900~~–			5527,~~885~~185
Operating lease liabilities		~~(56,219~~–	)		–(25,692	)
Stock compensation expense		~~915~~108,~~981~~260			~~328~~109,~~388~~463
Non-cash interest expense from issuance on debt (derivative)		–			~~1,604,081~~–
Amortization of debt discount		~~362~~(17,~~404~~219	)		2441,~~443,506~~588
Change in fair value of derivative liabilities		–			~~(1,681,798~~–	)
Gain (loss) on settlement of derivative liabilities		–			~~(1,059,839~~–	)
Stock issued for services		11,781			433,951
Cancellation of shares returned by shareholders		–			–
(Gain) loss on extinguishment of debt		–			(814,132	)
Stock issued for services		211,809			553,418
(Gain) loss on extinguishment of debt		–			–
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		~~(179~~9,~~084~~442	)		(6755,~~880~~210	)
Inventory		~~(139~~8,~~336~~955	)		73(9,~~974~~183	)
Prepaid expenses and other current assets		~~102~~17,~~642~~808			~~102~~113,~~686~~818
Accounts payable and accrued expenses		2361,~~233,672~~521			~~828~~1,~~263~~101,935
Long term deposits		~~6,776~~452			~~(528~~304	)
Operating lease liabilities		~~(58,297~~–	)		–
Deferred revenues		~~136~~5,~~646~~315			4326,~~665~~353
Net cash used in operating activities		~~418~~(710,~~508~~507	)		~~(904~~1,~~009~~017,485	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		–			–
Net cash used in investing activities		–			–
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		~~274~~418,~~689~~635			~~1,711,000~~0
Net proceeds from factoring arrangement		~~240~~(287,~~972~~806	)		~~(403~~154,~~293~~956	)
Repayment of note payable		(~~140~~52,~~746~~075	)		~~909~~(103,232	)
Stock issued for cash		~~370,002~~–			–
Proceeds from note payable - related parties		~~81,976~~–			–
Net cash provided (used) by financing activities		~~826~~78,~~893~~754			151,~~308,616~~724
Effects of currency translation on cash		(1682,~~099,223~~291	)		(~~213~~909,~~465~~375	)
Net increase (decrease) in cash		~~146~~50,~~178~~538			~~191~~159,~~142~~834
Cash, beginning of period		~~114~~255,~~166~~298			~~132~~114,~~487~~166
Cash, end of period	$	~~260~~305,~~344~~836		$	~~323~~273,~~629~~999
Supplemental disclosure cash flow information:
Cash paid for interest	$	~~6,821~~–		$	466,~~243~~821
Cash paid for income taxes	$	–		$	–
Supplemental noncash transactions
Stock issued for LFR Acquisition	$	–		$	271,920
Issuance of common stock for conversion of debt	$	–		$	2,403,453
Settlement of accrued liabilities for common stock	$	–		$	807,076
Reclassification of derivative liabilities to APIC	$	–		$	1,011,451
Recognition of right of use asset - operating lease	$	–			$

The accompanying notes are an integral part of these consolidated financial statements.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Organization and Basis of Presentation

Stemtech Corporation and its Subsidiaries (collectively, the “Company”) was incorporated in the State of Nevada, USA on September 4, 2009 under the previous name Globe Net Wireless Corp. On November 19, 2021, the Company adopted an Amendment to its Articles changing the name of the Corporation to Stemtech Corporation in the state of Nevada, and on April 14, 2022, FINRA gave final approval for said name change, as evidenced by the 8-K filed that date. Stemtech is a global network marketing company that develops science-based products that it believes supports wellness by helping the body maintain healthy stem cell physiology, also known as stem cell enhancers. Known as the Stem Cell Nutrition Company®, the Company is a pioneer in stem cell science, and believes it can demonstrate that adult stem cells function as the natural renewal system of the body. The Company believes its products enhance and support the work of the body’s stem cells by releasing more stem cells, helping to circulate them in the blood and migrate them into tissues, where they can perform their daily function of renewal for optimal health. Our mission is to enhance wellness and prosperity around the world. These products are marketed internationally by the Company’s subsidiaries and through independent distributors. The Company markets its products under the following brands: RCM System, stemrelease3™, Stemflo® MigraStem®™ and OraStem® (Oral Health Care), and Cellect One®™ Rapid Renew Stem Cell Peptide Night Cream.The Company introduced Cellect One® Shield HOCL – (Hypochlorous Acid) skin care product.

On August 19, 2021, Stemtech Corporation (“Stemtech”), a Delaware corporation, entered into a Merger Agreement (the “Merger Agreement”) with Globe Net Wireless Corp. (“Globe Net” or “GNTW”). The merger was accounted for as a reverse acquisition and recapitalization in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. Management evaluated the guidance contained in ASC 805 with respect to the identification of the acquirer in the merger and concluded, based on a consideration of the pertinent facts and circumstances, that Stemtech acquired Globe Net for financial ~~accounting~~ accounting purposes. On November 9, 2021, the Company changed its fiscal year end from a fiscal year end of August 31 to a calendar year- end of December 31.

The consolidated financial statements include the accounts of Stemtech (Parent) and its ~~twelve~~thirteen (1213) subsidiaries:

1. Stemtech HealthSciences Corp (U.S.A.) (“Stemtech HealthSciences”) 2. Stemtech IP Holdings, LLC (U.S.A.) ~~- 100%~~ 3. Stemtech ~~IP Holdings, LLC (U.S.A.) - 100% 4. Stemtech~~ Canada, Inc. (“Canada”) 54. Stemtech Health Sciences S. de R.L. de C.V. (“Mexico”) 65. Stemtech Services SARL de C.V. (Mexico) (“Stemtech Mexico”) 76. Tecrecel Mexico SA de CV (“TME”) 87. Stemtech Malaysia Holdings Sdn. Bhd. (“Malaysia Holdings”) 98. Stemtech Malaysia Sdn. Bhd. (“Malaysia”) 109. Stemtech Taiwan Holding, Inc. (“Taiwan”) 1110. Stemtech Taiwan Branch 1211. Tecrecel S.A. (“Ecuador”) 1312. Food & Health Tech Foodhealth SA (“FHT Ecuador”) 13. Life Factor Research (“LFR”)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the year. On an ongoing basis, management evaluates its estimates and judgments, including those related to accrued expenses. Accordingly, actual results could differ from those estimates.

Note 2 — Summary of Significant Accounting Policies

Going Concern

As reflected in the accompanying consolidated financial statements, the Company had a net loss of $3,378,331 and $5,431,979 respectively, for the period ended September 30, 2024 and year ended December 31, 2023. Additionally, the Company had an accumulated deficit of $30,436,682 at September 30, 2024. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to implement its business plan, raise capital, and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Basis of Presentation

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

Going Concern

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

The Company has experienced recurring net losses and negative cash flows from operations since inception and has an accumulated deficit of approximately $32.1 million and a working capital deficiency of approximately $8.6 million at March 31, 2025. The Company has funded its activities to date almost exclusively from debt and equity financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The 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 consolidated financial statements depends on its ability to execute its business plan, increase revenue, and reduce expenditures. The Company has reduced its labor force, cut out significant overhead and increased sales in attempts to address the above.

Cash and Cash Equivalents

Cash and cash equivalents include investments in highly liquid financial instruments with original maturities of three months or less. The Company maintains accounts at financial institutions that, from time to time, may exceed the federal depository insurance coverage limit. On ~~September~~March 3031, ~~2024~~2025, the uninsured cash balance ~~amounted~~ amounted to approximately $0.00.

Inventory

The Company values inventory, consisting of finished goods and raw materials, at the lower of cost and net realizable value. Cost is determined using an average cost method. The Company reduces inventory for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its net realizable value. The Company evaluates its current level of inventory considering historical sales and other factors and, based on this evaluation, classifies inventory markdowns in the statement of operations as a component of cost of goods sold. These markdowns are estimates, which could vary significantly from actual requirements if future economic conditions, customer demand or competition differ from expectations. Currently, there are no Markdowns identified. The Company continuously evaluates the levels of inventory held and any inventory held above the expected level of sales in the next twelve months, is classified as non-current inventory.

Intangible Assets and Goodwill

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

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

Notes Payable and Convertible Debentures

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

Factoring Liability

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

Derivative Liabilities

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

On May 1, 2023, the Company no longer had derivative liabilities associated with the warrants and their cumulative value of $1,011,451 was reclassified into additional paid-in capital on the consolidated statement of stockholders’ deficit.

The Company’s freestanding derivatives consisted of warrants to purchase common stock that were issued in connection with the issuance of debt and the sale of common shares, and of embedded conversion options within convertible notes. The Company evaluated these derivatives to assess their proper classification in the accompanying consolidated balance sheet as of September 30, 2024, and December 31, 2023 using the applicable classification criteria enumerated under ASC 815, Derivatives and Hedging. See Note 7 – Derivative Liabilities

Impairment of Long-Lived Assets

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

Revenue Recognition

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

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

Comprehensive Loss

The other comprehensive loss in the accompanying consolidated financial statements relates to the net loss of the Company for the respective period as well as unrealized foreign currency translation adjustments.

Foreign Currency Translation

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

Leases

In February 2016, the FASB issued ASC 842, Leases, (“ASC 842”) to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for leases previously classified as operating leases. The Company adopted ASC 842 effective January 1, 2022 and recognized and measured operating leases existing at, or entered into after, January 1, 2021 (the beginning of the earliest comparative period presented) using a modified retrospective approach, with certain practical expedients available (see Note 5). The Company’s accounting for finance leases under ASC 842 remained substantially unchanged.

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

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

Income Tax

The Company accounts for income taxes in accordance with ASC 74740, Income Taxes. ~~Accordingly,~~Deferred ~~deferred~~tax ~~income~~assets ~~taxes~~and liabilities are ~~determined~~recognized ~~utilizing~~using the asset and liability method based on ~~the~~ ~~estimated future tax effects of~~ differences between the financial ~~accounting~~reporting and ~~the~~ tax bases of assets and liabilities, ~~under the applicable tax law. Deferred tax balances are computed~~ using ~~the~~ enacted tax rates expected to beapply ~~in effect~~ when these differences reverse. ~~Valuation~~ ~~allowances~~A ~~with~~valuation ~~respect~~allowance tois ~~deferred~~recorded ~~tax~~when ~~assets~~it ~~are~~is ~~provided~~more ~~for,~~likely ifthan ~~necessary,~~not tothat ~~reduce~~some or all deferred tax assets towill ~~amounts more likely than~~ not to be realized.

The Company accounts for uncertain tax positions in accordance with ASC ~~Topic~~ 740-10, ~~which~~recognizing ~~prescribes~~only ~~detailed~~those ~~guidance for the financial statement recognition, measurement and disclosure of uncertain~~ tax positions ~~recognized~~that ~~in an enterprise’s financial statements. According to ASC Topic 740-10, tax positions must~~ meet a more-likely-than-not ~~recognition~~ threshold. ~~The~~Interest ~~Company’s accounting policy is to classify interest~~ and penalties ~~relating~~ related to uncertain tax positions ~~under~~are classified as income ~~taxes,~~tax ~~however~~expense. ~~the~~The Company ~~did~~has not ~~recognize~~recognized ~~such~~any ~~items~~interest, inpenalties, ~~its~~or ~~fiscal 2023 and 2022 consolidated~~liabilities ~~financial~~for ~~statements~~uncertain ~~and~~tax ~~did~~positions ~~not~~in ~~recognize~~the ~~any~~consolidated ~~liability~~financial ~~with~~statements ~~respect~~as toof ~~unrecognized~~the ~~tax~~current ~~positions~~reporting ~~in its consolidated balance sheet~~periods.

Business Combinations

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

Fair Value of the Acquired Assets

The Company accounted for the acquisitions discussed in Note 4 as business combinations using the acquisition method of accounting as prescribed in ASC 805 and ASC 820. In accordance with ASC 805 and ASC 820, the Company assigned fair value to the tangible and intangible 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.

Segment Information

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

Recent Accounting Pronouncements

In ~~July~~November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2023-0307, ~~Presentation~~Segment ofReporting ~~Financial Statement~~ (Topic ~~205~~280),: ~~Income~~Improvements ~~Statement~~to ~~- Reporting Comprehensive~~Reportable ~~Income~~Segment ~~(Topic 220)~~Disclosures, ~~Distinguishing~~which ~~Liabilities~~expands ~~from~~annual ~~Equity~~and ~~(Topic~~interim ~~480),~~disclosure ~~Equity~~requirements ~~(Topic~~for ~~505)~~reportable segments, ~~and~~including ~~Compensation~~enhanced ~~- Stock~~disclosures ~~Compensation~~about ~~(Topic~~significant ~~718),~~segment toexpenses. ~~amend~~This ~~various~~ASU ~~SEC~~is ~~paragraphs~~effective infor ~~the~~annual ~~ASC~~periods tobeginning ~~reflect~~January ~~the~~1, ~~issuance~~2024, ofand ~~SEC~~interim ~~Staff~~periods ~~Accounting Bulletin No.~~beginning ~~120~~January 1, ~~among other things~~2025. The ~~ASU~~Company ~~does~~has ~~not~~adopted ~~provide~~this ~~any~~ASU ~~new~~for ~~guidance~~the soquarter ~~there~~ended isMarch no31, ~~transition~~2025 orand ~~effective date associated with it. The Company~~ is ~~currently~~evaluating ~~assessing~~ the impact ~~of adopting ASU 2023-03~~ on ~~the~~its ~~consolidated financial statements and related~~ disclosures.

In ~~November~~December 2023, FASB issued ASU 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures, which expands ~~annual and interim~~ disclosure requirements ~~for reportable~~related ~~segments,~~to ~~primarily~~the ~~through~~effective ~~enhanced~~tax ~~disclosures~~rate reconciliation ~~about~~and ~~significant~~income ~~segment~~taxes ~~expenses~~paid. This ASU ~~2023-07~~ is effective for ~~the Company’s~~ annual periods beginning ~~January~~after 1December 15, 2024,. ~~and~~The Company has adopted this ASU for ~~interim~~the ~~periods~~quarter ~~beginning~~ended ~~January~~March 131, 2025, ~~with~~and ~~early~~is ~~adoption~~incorporating ~~permitted~~the updated disclosures.

InThe ~~December~~Company ~~2023,~~is ~~the~~also ~~FASB~~evaluating ~~issued ASU 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures to expand~~ the ~~disclosure~~following ~~requirements for income taxes~~ASUs, ~~specifically~~ ~~relating~~which tohave ~~the~~been ~~rate~~issued ~~reconciliation~~but ~~and~~are ~~income~~not ~~taxes~~yet ~~paid. ASU 2023-09 is~~ effective ~~for the Company’s annual periods beginning January 1, 2025, with early adoption permitted.~~:

The Company is currently evaluating the potential effects that ASU 2023-07 and ASU 2023-09 will have on the consolidated financial statement disclosures.

	·	ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, effective for fiscal years beginning after December 15, 2025.
	·	ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), effective for fiscal years beginning January 1, 2027, with interim periods thereafter.

The Company is assessing the potential impact of these ASUs on its consolidated financial statement disclosures.

Net Loss per Common Share, basic and diluted

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 period ended ~~June~~March 3031, ~~2024~~2025 and ~~2023~~2024, ~~the~~ the dilutive effect of 14,448,206 and 14,448,206, respectively, of common stock warrants have not been included in the average shares ~~outstanding~~ outstanding for the calculation of net loss per share as the effect would be anti-dilutive as a result of the Company’s net losses in these periods.

Fair Value Measurements

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

The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end.

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

Sequencing

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

Note 3 – Inventory

Inventory consists of the following components:

	September 30,		December 31,
Schedule of inventory
	2024		2023
	March 31,		December 31,
Finished goods	$	187,66	$	48,325
	2025		2024
Finished goods	$	188,400	$	197,355
Raw materials		–		–
Total Inventory	$	~~187~~188,~~661~~400	$	48197,~~325~~355

Note 4 – Business Combinations, Intangible Assets and Goodwill

Original Acquisition

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

The excess purchase price has been recorded as goodwill in the amount of $467,409 at ~~June~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024. The estimated useful life of the identifiable intangible assets is six to fourteen years.

LFR Acquisition

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

The consideration paid was 2.4 million shares of the Company with a fair value of $271,920. At the time of purchase, LFR’s liabilities exceeded its assets by $15,205, and the difference between the net tangible assets and the purchase price, being $287,125, was allocated to a non-compete agreement and will be amortized over 18 months.

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

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

The components of all acquired intangible assets were as follows at ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024:

	September 30, 2024			December 31, 2023			Average Estimated Life (Years)
Schedule of acquired intangible assets
Patent products	$	2,344,900		$	2,344,900			14
	March 31, 2025			December 31, 2024			Average Estimated Life (Years)
Trade names and trademarks		1,106,000			1,106,000			Indefinite
Patent products	$	2,344,900		$	2,344,900		14
Customer/distribution list		1,461,300			1,461,300			6
Trade names and trademarks		1,106,000			1,106,000		Indefinite
Non-compete agreement		287,125			287,125			18 months
Customer/distribution list		1,461,300			1,461,300		6
Accumulated amortization		(2,823,167	)		(2,488,757	)
Non-compete agreement		287,125			287,125		18 months
Total	$	2,379,158		$	2,710,568
Accumulated amortization		(2,865,043	)		(2,823,167	)
Total	$	2,334,282		$	2,376,158

~~The estimated future amortization as of September 30, 2024 is as follows:~~14

Year ending December 31,
2024	$	376,284
2025		167,492
2026		167,492
2027		167,492
2028		167,492
Thereafter		1,664,317
Total	$	2,559,951

The estimated future amortization as of March 31, 2025 is as follows:


Year ending December 31,
2025	$	125,616
2026		167,492
2027		167,492
2028		167,492
Thereafter		1,664,317
Total	$	2,376,158

Intellectual Property

The Company has two current patents filed in the US and 3 filed internationally, and as our research and development progresses, plan on filing more patents. Our current patent portfolio includes:

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

Note 5 – Operating Lease Commitments

OnThe ~~August 16, 2021, the~~ Company’s ~~extended its~~ office ~~space~~ lease ~~with Sunbeam Properties Inc. to rent~~ for approximately 5,000 square feet of space in Miramar, Florida., ~~The~~expired ~~Company~~on ~~pays~~September $930,~~027 monthly~~ ~~rent~~2024. ~~until~~The ~~the~~lease ~~end~~was oforiginally ~~the~~extended ~~lease~~on August 16, ~~September 30~~2021, ~~2024~~with ~~and~~monthly ~~has~~rent noof ~~further~~$9,027. ~~leases~~During ~~that~~the ~~span~~lease ~~more~~term, ~~than~~the ~~12 months. The~~ Company ~~has~~ sublet the space toat a ~~tenant~~monthly ~~who~~rate ~~pays~~of ~~the Company~~ $9,~~027 to occupy the space~~097.

Lease expense related to operating leases was $0 for the year ended December 31, 2024. As of March 31, 2025, the Company has no operating lease commitments.

Note 6 – Notes Payable and Convertible Debentures

Schedule of notes payable as of:

	September 30, 2024		December 31, 2023
Schedule of notes payable
Notes payable (3)	$	2,105,240	$	1,889,321
	March 31, 2025		December 31, 2024
Total Notes payable		2,105,240		1,889,321
Notes payable (3)	$	2,412,561	$	2,046,001
Convertible notes payable, net of discount (4)		1,959,364		1,596,960
Total Notes payable		2,412,561		2,046,001
Total notes payable, net of discount of as of September 30, 2024 and December 31, 2023, respectively	$	4,064,604	$	3,486,281
Convertible notes payable, net of discount (4)		1,752,364		1,769,583
Total notes payable, net of discount of as of March 31, 2025 and December 31, 2024, respectively	$	4,164,925	$	3,815,584

(1)

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

(2)

In 2019, the Company engaged in agreements involving promissory notes with three lenders, collectively amounting to a principal balance of $375,000. These notes, bearing effective interest rates of 10%, mature within a one-year timeframe. Additionally, the Company allotted 45,000 shares of common stock, cumulatively valued, as a commitment incentive, resulting in an associated debt discount of $22,500. In the subsequent year, 2020, the Company further entered into promissory note arrangements with four lenders, culminating in an aggregate principal balance of $225,000. The effective interest rates for these notes range between 8% and 10% annually. As of December 31, 2024 and 2023, the outstanding balance for the notes from both the 2021 and 2022 issuances amounted to $0 and $275,000, respectively accompanied by accrued interest totaling $0 and $50,819, respectively.

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

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

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

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

On July 13, 2022, another note held by investor Leonite Fund 1, LP (“Leonite”), was extended to September 1, 2022, in exchange for 183,780 warrants, 75,512 common stock shares, and an increased principal amount of $70,833. The Company recognized $955,658 loss on extinguishment of this note. On September 8, 2022, the same note was further extended to May 26, 2023, accompanied by a rise in the interest rate from 10% to 18% per annum. The amendment of this note resulted in a recognized loss on extinguishment amounting to $252,429 (see Note 9 for other gain (loss) amounts on extinguishment in 2022).

In January 2023, the Company issued 5,266,763 upon the conversion of $263,000 in notes payable. Upon conversion and settlement of the derivative liability, the Company recognized a $318,678 gain on extinguishment.

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

On March ~~October 20~~27, ~~2021, the Company issued a pair of promissory notes to investors, totaling $10,000. These notes were duly settled in their entirety on January 18,~~ 2023 ~~and April 3~~, ~~2023, respectively. Subsequently, on June 12, 2023, a conversion of principal took place, with $275,000 being converted at a rate of $0.05 per share, resulting in~~ the ~~issuance of 6,777,121 common shares. On May 1, 2023, the~~ Company ~~amended~~executed ~~its~~an ~~convertible~~investment ~~promissory~~agreement ~~note~~ with ~~Sharing~~an ~~Services~~institutional ~~Global~~investor ~~Corporation~~ (“~~SHRG~~Holder”), ~~wherein~~for ~~SHRG~~up ~~capitalized~~to $~~222~~7,~~556 of accrued interest and waived its conversion rights as per the original agreement~~000,000 through ~~see~~a ~~below.~~convertible ~~The~~ promissory note, isshare nopurchase ~~longer~~agreement, ~~convertible~~ and iswarrant ~~included~~agreement in (the ~~chart~~"2023 ~~above with plain notes payable~~Note"). AsThe of2023 ~~September 30~~Note, ~~2024~~with a ~~and~~principal ~~December~~amount ~~31,~~reaching ~~2023,~~up ~~the outstanding balance for the notes amounted~~ to $17,~~278,325 and $1,400,~~000, ~~respectively accompanied by accrued interest totaling $0 and $165,~~000, ~~respectively.~~carried ~~On July 21, 2023, the Company issued a promissory note with~~ an ~~investor for $150,000, net of~~ original issue discount of ~~$22,600.~~12% ~~The~~and ~~note~~was ~~matures~~structured into ~~eleven~~be ~~months~~disbursed ~~and~~in ~~accrues~~four ~~interest~~installments. These atinstallments ~~13%~~included ~~per~~a ~~annum. The~~ first ~~nine~~disbursement ~~payments will be in installments~~ of $201,~~241 and the final 2 payments will be $7~~000,000 ~~each.~~on OnMarch ~~December 14~~27, 2023, ~~the~~a ~~Company~~second ~~entered~~disbursement ~~into~~of ~~another note with the same terms with this investor for~~ $75200,000, ~~net~~within ofthree ~~original~~days after ~~issue~~filing ~~discount~~an ofS-1 ~~$14,600.~~registration ~~On April 1~~statement, ~~2024~~a ~~Company~~third ~~entered~~disbursement ~~into~~of ~~another note with the same terms with this investor for~~ $80500,000 ~~net~~forty-five ofdays ~~original~~after ~~discount of 9,192.00. In May 14, 2024~~ the ~~company~~effectiveness ~~entered~~of ~~into another note with~~ the ~~same~~S-1 ~~terms~~registration statement, ~~with~~and ~~the~~a ~~same~~fourth ~~investor~~disbursement ~~for~~of $~~107~~120,000. ~~Since~~forty-five ~~July~~days ~~2023,~~after the ~~Company~~third ~~made~~disbursement. ~~$226,576~~The ofS-1 ~~payments~~Registration ~~leaving~~Statement anwas ~~aggregate~~filed on ~~principal~~May ~~balance of $229~~9,~~279~~ ~~and $160,996 as of September 30, 2024 and December 31,~~ 2023~~, respectively~~. ~~There~~The ~~was~~2023 $0Note ~~and~~bore ~~$9,660~~an ~~of accrued~~ interest asrate of ~~June~~seven ~~30,~~percent ~~2024~~(7%) ~~and~~per ~~December~~annum ~~31, 2023, respectively. On October 24, 2023~~ and ~~November~~could ~~20,~~be ~~2023,~~redeemed by the Company ~~entered~~at ~~into~~any ~~two~~time ~~notes with an investor~~ for an ~~aggregate~~amount ~~principal~~equivalent ~~balance~~to ofone ~~$450,000.~~hundred ~~The~~twenty-five ~~notes~~percent ~~mature~~(125%) inof ~~March~~the ~~2025~~outstanding principal and ~~accrue~~ interest aton ~~12%~~the ~~per annum~~Note. ~~There~~Additional ~~was~~disbursements were ~~$3,500~~discretionary ofon ~~accrued~~the ~~interest~~Holder’s ~~for~~part ~~these~~and ~~notes~~could ~~recorded~~be inexecuted ~~accounts~~at ~~payable~~any ~~and~~time. ~~accrued~~Should ~~expenses on~~ the ~~balance~~Holder’s ~~sheet~~broker asdecline ofcustody ~~December 31, 2023. As~~ of ~~September~~the 30issued securities, ~~2024 and December 31, 2023,~~ the ~~outstanding~~Holder ~~balance~~would ~~for~~have ~~the~~no ~~notes~~obligation ~~amounted~~ to ~~$450,000,~~adhere ~~respectively.~~to Asthe ofdisbursement ~~September 30~~schedule, ~~2024~~yet ~~and December 31, 2023,~~ the ~~outstanding~~option ~~balance~~to ~~for~~make ~~these~~such ~~notes~~disbursement ~~stood at $2,105,240 and $1,889,321, respectively~~would remain.

~~(3)~~On ~~During~~April ~~the fiscal year concluding on December 31~~11, ~~2021~~2023, the Company amended ~~issued~~its aPromissory ~~cumulative~~Note ~~total of $2,423,738 in convertible promissory notes to investors. These notes featured varying maturity dates spanning from nine months to three years, coupled~~ with ~~interest rates ranging from 8% to 12% per annum. In addition~~MCUS, ~~the~~resulting ~~Company~~in ~~distributed 154,173 shares of common stock and granted warrants allowing~~ the ~~purchase~~conversion ofprice ~~2,400,000~~being ~~common~~fixed ~~stock shares~~ at ~~exercise prices spanning between~~ $20.~~685 and $3~~05.00 ~~per~~Since ~~share. The recorded value of both~~ the ~~common~~Promissory ~~stock~~Note ~~and~~is ~~warrants~~not ~~was~~significantly different ~~attributed~~after ~~as a discount to~~ the ~~notes~~amendment, ~~valued at fair market value. In~~ the ~~second~~note ~~quarter of 2022, one of the notes held by investor MCUS LLC (“MCUS”)~~ was ~~extended~~treated byusing 60modification ~~days, until August 1, 2022~~accounting. AsAfter ~~part~~eliminating of the ~~extension~~bifurcated ~~agreement,~~derivative liability, the Company ~~issued~~recorded ~~100,000~~a ~~shares~~gain of ~~common stock to the noteholder. Moreover~~$171,362 ~~the~~on ~~conversion~~settlement ~~price~~ of ~~the~~derivative note was reduced to the lower of (i) 50% of the lowest volume weighted average prices for common stock over the 30 trading days leading up to the conversion notice date and (ii) the Closing Price on the Closing Date, capped at $2liabilities.~~25.~~ On ~~August~~May 181, ~~2022~~2023, ~~this~~the ~~note~~Company ~~was~~partially ~~extended~~settled toits ~~September~~debt with ~~30,~~MCUS ~~2022,~~by inagreeing ~~exchange~~to ~~for~~issue ~~200~~7,~~000~~739,938 shares of common stock, ~~and in the fourth quarter~~ of ~~2022,~~which ~~this note was once again extended~~5, ~~this time until May 31~~121,200 ~~2023.~~were ~~On July 13~~issued, ~~2022,~~resulting ~~another note held by investor Leonite Fund 1, LP (”Leonite”), was extended to September 1, 2022,~~ in ~~exchange~~a ~~for~~loss ~~183,780~~on ~~warrants, 75,512 common stock shares, and an increased principal amount~~ extinguishment of $7079,~~833~~212. The Company ~~recognized~~retains ~~$955,658~~an ~~loss~~obligation ontowards ~~extinguishment~~MCUS, ofentailing ~~this~~the ~~note.~~issuance Onof ~~September 8~~2, ~~2022~~618,738 ~~the~~shares ~~same~~of ~~note~~common ~~was~~stock ~~further~~valued ~~extended~~at ~~to May 26~~$130, ~~2023~~987, which ~~accompanied~~is byincluded ~~a rise~~ in ~~the~~accounts ~~interest~~payable ~~rate~~and ~~from~~accrued ~~10%~~expenses toas ~~18% per annum. The amendment~~ of ~~this~~June ~~note~~30, ~~resulted~~2023. inOn aAugust ~~recognized~~11, ~~loss on extinguishment amounting to $252~~2023,~~429~~ ~~(see~~the ~~Note~~Company 9issued ~~for~~the ~~other~~remaining ~~gain~~2,559,600 shares ~~(loss)~~of ~~amounts~~common ~~on extinguishment in 2022)~~stock.

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

As of March 31, 2025, the outstanding gross principal balance for the three convertible notes, net of discounts was $1,383,564, $0 and $0, and the remaining unamortized debt discount for each note was $0, $0, and $0, respectively.

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

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

The aggregate balance of convertible notes payable, net of discount, as of December 31, 2024 and 2023 was $1,769,583 and $1,596,960 respectively.

As of March 31, 2025, the company owed outstanding principal balance of convertible promissory notes $134,798 and $25,000 to its Chief Operating officer and President Mr. John W Meyer and Director Mr. Darryl V Green.

Throughout the third and fourth quarters of 2022, the Company issued a collective sum of $400,000 in convertible notes payable, net of discount, in several installments to MCUS and Leonite. These notes accrued interest varying from 10% to prime plus 8% per annum and possessed maturity dates nine months from their issuance. Additionally, the lenders received 95,115 warrants with an exercise price equivalent to the lower of $2.685 or 65% of the lowest traded price over the preceding 30 days, and 81,760 warrants with an exercise price equal to the lower of $2.685 or 50% of the Volume Weighted Average Price (“VWAP”) over the preceding 30 days. All the warrants issued were set to expire five years after their issuance date. During the year ended December 31, 2022, a sum of $798,526 in principal and $25,473 in accrued interest was converted into 4,114,816 common shares. As a result, a balance of $482,885, net of discount and accrued interest of $381,259 remained outstanding as of December 31, 2022. In January 2023, the Company issued 5,266,763 upon the conversion of $263,000 in notes payable. Upon conversion and settlement of the derivative liability, the Company recognized a $318,678 gain on extinguishment. On February 28, 2023, the Company entered into a comprehensive settlement and exchange agreement concerning a Senior Secured Convertible Promissory Note with Leonite. Under this agreement, Leonite agreed to settle its outstanding liability and cancel its warrants in exchange for 10,648,152 common stock shares of the Company to purchase common stock at $0.05 per share. As the debt was settled, the Company recognized a loss on extinguishment worth $132,142 and owed $637,684 worth of common shares. In the second quarter of 2023, the Company issued 6,340,591 common shares, leaving a payable balance of 4,307,561 shares of common stock valued at $573,336, which is included in accounts payable and accrued expenses on the consolidated balance sheet as of June 30, 2023. On September 21, 2023, the Company issued the remaining 4,307,561 shares of common stock. On March 27, 2023, the Company executed an investment agreement with an institutional investor (“Holder”) for up to $7,000,000 through a convertible promissory note, share purchase agreement, and warrant agreement (the "2023 Note"). The 2023 Note, with a principal amount reaching up to $7,000,000, carried an original issue discount of 12% and was structured to be disbursed in four installments. These installments included a first disbursement of $1,000,000 on March 27, 2023, a second disbursement of $200,000 within three days after filing an S-1 registration statement, a third disbursement of $500,000 forty-five days after the effectiveness of the S-1 registration statement, and a fourth disbursement of $120,000 forty-five days after the third disbursement. The S-1 Registration Statement was filed on May 9, 2023. The 2023 Note bore an interest rate of seven percent (7%) per annum and could be redeemed by the Company at any time for an amount equivalent to one hundred twenty-five percent (125%) of the outstanding principal and interest on the Note. Additional disbursements were discretionary on the Holder's part and could be executed at any time. Should the Holder's broker decline custody of the issued securities, the Holder would have no obligation to adhere to the disbursement schedule, yet the option to make such disbursement would remain.

On April 11, 2023, the Company amended its Promissory Note with MCUS, resulting in the conversion price being fixed at $0.05. Since the Promissory Note is not significantly different after the amendment, the note was treated using modification accounting. After eliminating the bifurcated derivative liability, the Company recorded a gain of $171,362 on settlement of derivative liabilities. On May 1, 2023, the Company partially settled its debt with MCUS by agreeing to issue 7,739,938 shares of common stock, of which 5,121,200 were issued, resulting in a loss on extinguishment of $79,212. The Company retains an obligation towards MCUS, entailing the issuance of 2,618,738 shares of common stock valued at $130,987, which is included in accounts payable and accrued expenses as of June 30, 2023. On August 11, 2023, the Company issued the remaining 2,559,600 shares of common stock. Similarly, on May 1, 2023, the Company amended its convertible promissory note with SHRG, wherein SHRG capitalized $222,556 of accrued interest and waived its conversion rights as per the original agreement. However, this amendment was contingent upon the Company making a payment of $222,556 to SHRG, which was duly fulfilled in May 2023. This amendment was treated using extinguishment accounting which eliminated the bifurcated derivative liability and added additional debt discount resulted in a recorded gain of $557,793 on extinguishment (see Note 9 for other gain (loss) amounts on extinguishment in 2023).

As of December 31, 2023, the outstanding gross principal balance for the three convertible notes, net of discounts was $1,369,182, $227,778 and $0, and the remaining unamortized debt discount for each note was $0, $0, and $0, respectively. As of September 30, 2024, the outstanding gross principal balance for the two remaining convertible notes was $1,959,364, and the remaining unamortized debt discount for each note was $0 and $0, respectively. The aggregate balance of convertible notes payable, net of discount, as of September 30, 2024 and December 31, 2023 was $1,959,364 and $1,596,960, respectively.

Note 7 – Derivative Liabilities

The Company issued debt instruments that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock, which gives rise to a derivative liability which is a non-cash liability. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Pursuant to ASC Subtopic 815-15 Embedded Derivatives (“ASC 815-15”), the fair values of the variable conversion options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period. Based upon ASC 840-15-25, the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes and warrants. Pursuant to the sequencing approach, the Company evaluates its contracts based upon the earliest issuance date.

	Derivative Liability - Convertible Notes			Derivative Liability - Warrants			Total
Balance as of January 1, 2022	$	1,252,397		$	2,972,188		$	4,224,585
Change due to issuances		3,401,528			1,964,761			5,366,289
Change due to redemptions		(2,850,311	)		(7,246,201	)		(10,096,512	)
Change in fair value		840,180			2,383,091			3,223,271
Balance as of December 31, 2022		2,643,794			73,839			2,717,633
Change due to issuances		1,279,735			1,233,201			2,512,936
Change due to redemptions		(2,533,464	)		(1,015,307	)		(3,548,771	)
Change in fair value		(1,390,065	)		(291,733	)		(1,681,798	)
Balance as of December 31, 2023	$	–		$	–		$	–
Balance as of September 30, 2024	$	–		$	–		$	–

As of March 31, 2025 and December 31, 2024, the Company had no derivative liabilities outstanding.

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

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

On May 1, 2023, the Company no longer had derivative liabilities associated with the warrants and their cumulative value of $1,011,451 was reclassified into additional paid in capital on the consolidated statement of stockholders’ deficit.

Note 8 – Financing Arrangement - Factoring Liability

During the ~~year~~quarter ended ~~December~~March 31, ~~2023~~2025, the Company entered into various non-recourse agreements for the sale of future receipts for gross proceeds of $~~382~~140,~~286,~~000 receiving $~~317~~100,~~111~~000 in cash, which provided the Company with the ability to convert its account receivables into cash.

~~During the~~The ~~six~~Company ~~months~~accounts ~~ended~~for ~~June~~these ~~30,~~agreements ~~2024~~as a financing arrangement, with the ~~Company~~purchase ~~entered~~price ~~into~~recorded ~~various~~as ~~non-recourse~~a ~~agreements~~liability ~~for~~and ~~the~~repayments ~~sale~~made ofare ~~future~~a ~~receipts~~reduction ~~for~~of ~~gross proceeds~~the ofliability. ~~$803,500,~~As ~~receiving~~of ~~$618~~March 31,~~794~~ ~~in cash and transferring $184~~2025,~~706~~ ofthere ~~prior~~was ~~balances,~~an ~~which~~outstanding ~~provided~~balance ~~the~~net ~~Company~~of ~~with~~discount ~~the~~of ~~ability to~~$385,805 ~~convert~~(December ~~its~~31, ~~account~~2024 ~~receivables~~- ~~into cash~~$673,611).

The Company accounts for these agreements as a financing arrangement, with the purchase price recorded as a liability and daily repayments made are a reduction of the liability. As of June 30, 2024, there was an outstanding balance net of discount of $391,379 (December 31, 2023 - $143,944).

Note 9 – Stockholders’ Deficit

On May 5, 2023, the Company amended its articles of incorporation to increase the number of authorized shares of common stock of the Company to 400,000,000.

Stock issuance for services and stock based compensation

During the ~~year~~quarter ended ~~December~~March 31, ~~2023~~ 2025, the Company issued 6,~~115~~687,~~200~~391 shares of common stock, to officers, employees and vendors for services valued at $~~434~~211,~~025~~808.

During the ~~year~~quarters ended ~~December~~March 31, 2025 ~~2023~~and 2024, the Company also recognized $~~439~~108,~~054~~260 and $109,463, respectively, of expense relating to the vesting of common stock issued to the Company’s Chairman and CEO.

~~On March~~For ~~19,~~details ~~2024,~~of ~~the~~common ~~Company~~stock issued ~~1,000,000~~in ~~shares~~2024 ~~to five directors~~ for aservices ~~total~~and ~~of 5~~acquisitions,~~000,000~~ see ~~shares~~the atCompany’s aForm ~~fair~~10-K ~~value~~for ofthe ~~$0.03~~year ~~per~~ended ~~share or~~December ~~a total of $150~~31,~~000~~ 2024.

~~On March 19, 2024, the Company issued 5,168,354 shares to various consultants and employees as stock compensation at a fair value of $0.03 per share or a total of $155,051.~~18

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

On April 2, 2024, the Company issued 712,500 shares for consultant services as stock for services in lieu of cash for services for a fair value of $0.0645 per share or a total of $45,956.

Settlement of accrued liabilities for common stock

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

Stock issued for LFR Acquisition

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

Conversion of convertible notes and accrued interest to common stock

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

On January 23, 2023, the Company, under the terms of the note, issued 2,666,763 common shares upon the conversion of $133,000 in notes payable. Upon conversion and settlement of the derivative liability, the Company recognized a $162,808 gain on extinguishment.

On April 26, 2023 and June 7, 2023, the Company issued 6,340,591 common shares valued at $843,933 upon the conversion of notes payable. Upon conversion of the note and settlement and derivative liability, the Company recognized a $132,142 loss on extinguishment, see Note 6.

On May 1, 2023 and June 21, 2023, the Company issued 5,120,200 common shares valued at $250,889, resulting in a loss on extinguishment of $79,212, see Note 6.

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

On August 8, 2023 and August 11, 2023, the Company issued 3,814,418 common shares valued at $190,721.

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

Note 10 – Related Parties

Notes Payable and Accrued Interest – Related Parties

During the ~~period~~year ended December 31, ~~2023~~2024, the Company entered into the following ~~related~~transactions ~~party~~with ~~transactions~~related parties:

· ~~Issued~~During 8the year,~~333~~ 2024,~~333~~ ~~shares~~John ~~of common stock at $0~~W.05 ~~per share for $416~~Meyer,~~667~~ inPresident ~~accrued salary for its Chairman~~ and ~~CEO~~COO ~~and~~of ~~in addition~~ the Company ~~amortized $439~~,~~054~~ ofprovided ~~previous~~a ~~stock~~loan ~~compensation~~of ~~granted~~$105,000 to ~~its~~the ~~Chairman~~Company. ~~and~~· ~~CEO~~On ~~that~~March is19, ~~being~~2024, ~~amortized~~the ~~over 82 months; · The~~ Company ~~paid~~issued ~~$120~~900,000 inshares ~~salary~~of tocommon ~~its~~stock ~~President~~to ~~and~~the ~~COO.~~Chief ·Financial ~~The~~Officer ~~Company~~as ~~accrued~~stock-based ~~$3,500~~compensation in ~~fees~~lieu ~~payable~~of ~~and~~cash ~~issued 2~~payments,~~685,180~~ ~~shares~~at ofa ~~common~~fair ~~stock~~value atof $0.05 per share ~~for $134~~,~~259,~~ ~~and~~totaling $745,~~500 in cash to its Corporate Secretary for legal services~~000. · ~~The~~On ~~Company~~the ~~paid~~same ~~$10~~date,~~500~~ inthe ~~fees~~Company toissued ~~its~~an ~~CFO~~aggregate ~~and~~of ~~accrued $18~~5,000 ~~in fees payable. · The Company issued 3~~,~~663,636~~000 shares of common stock to ~~one~~five ofdirectors ~~its board members to settle notes payable of $150~~(1,000,000 ~~and~~each), ~~accrued~~as ~~interest~~stock ~~of $33~~compensation,~~182.~~ ·at ~~A company with~~ a ~~common~~fair ~~director~~value ~~advanced~~of ~~the Company~~ $~~1,400,000~~0.05 atper ~~10% on September 1~~share, ~~2021~~totaling ~~for which the Company accrued~~ $~~144~~150,~~358 in interest during the year ended December 31, 2023~~000. ~~There~~· ~~was~~The $0Company ~~and~~recognized $~~165~~440,~~000~~256 ~~of accrued interest~~ in ~~accounts~~stock ~~payable~~compensation ~~and~~expense ~~accrued~~during ~~liabilities on~~ the ~~consolidated~~period, ~~balance~~related ~~sheet~~to asawards ofpreviously ~~December~~granted ~~31,~~to ~~2023~~its Chairman and ~~2022~~CEO, ~~respectively.~~which ~~This~~are ~~note~~being isamortized ~~also~~over ~~described~~82 ~~in Note 6~~months.

During the ~~Period~~Quarter ended ~~September~~March 3031, ~~2024~~2025, the ~~Company~~ Company entered into the following related party transactions:

· On February 1520, ~~2024~~2025, John W. Meyer, President & COO of the Company, made a loan of $525,000.00 to the company. · On March 196, ~~2024~~2025, the Company issued ~~900,000 shares to the Chief Financial Officer as stock compensation in lieu of cash for services for a fair value of $0.03 per share for a total of $27,000. · On March 19, 2024, the Company issued~~ 1,000,000 shares to five directors for a total of 5,000,000 shares at a fair value of $0.03 per share or a total of $150,000. · ~~the~~The Company amortized $~~439~~108,~~054~~260 of previous stock compensation granted to its Chairman and CEO that is being amortized over 82 months.

Note 11 – Commitments and Contingencies

Legal proceedings

On August 6, 2019, ~~Plaintiff,~~ the former CEO (prior to the Company’s ~~Bankruptcy,~~bankruptcy proceedings) filed a lawsuit against the Company’s subsidiary, Stemtech HealthSciences, Corp., alleging unpaid salary and vacation ~~time~~pay ~~dating~~related to a period ~~predating~~prior to the ~~Company’s~~ current management team ~~taking~~assuming control in 2018. ~~Plaintiff’s~~The total claim is infor ~~the~~approximately ~~amount of~~ $267,000. The Company has ~~counter-sued~~filed ~~Plaintiff~~a ~~personally~~counterclaim ~~and~~against ~~deems this matter non-meritorious. At~~ the ~~same~~former ~~time, the~~CEO ~~Company has accrued $267,000 which is included in accounts payable~~ and ~~accrued~~considers ~~liabilities~~his inclaims ~~the~~to ~~consolidated~~be ~~balance~~without ~~sheets at June 30, 2024, and December 31, 2023~~merit. ~~Plaintiff’s request for Summary Judgment was dismissed by the Court on March 3, 2023.~~

InAs ~~the~~of ~~opinion~~March of31, 2025 ~~management~~and 2024, the ~~resolution~~Company of has accrued $267,000 related to this matter, ifwhich ~~any,~~is ~~will~~included ~~not~~in ~~have~~accounts apayable ~~material~~and ~~adverse~~accrued ~~impact~~liabilities in onthe consolidated balance sheets. The Court dismissed the ~~Company~~former CEO’s ~~consolidated~~request ~~financial~~for ~~position~~summary orjudgment ~~consolidated~~on ~~results~~March 3, 2023; however, ofthe ~~operations~~litigation remains ongoing.

22Note 12 – Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were issued and has determined that there were no material subsequent events that require disclosure in these financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this quarterly report.

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws and is subject to the safe-harbor created by such Act and laws. Forward-looking statements may include statements regarding our goals, beliefs, strategies, objectives, plans, including product and technology developments, future financial conditions, results or projections or current expectations These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected-in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our actual results may differ materially from those anticipated in these forward-looking statements. These forward-looking statements are made as of the date of this report, and we assume no obligation to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements.

Implications of Being an Emerging Growth Company

Emerging Growth Company - We are an emerging growth company as defined in Section 2(a)(19) of the Securities Act of 1933, as amended, or the Securities Act. We will continue to be an emerging growth company until: (i) the last day of our fiscal year during which we had total annual gross revenues of at least $1.07 billion; (ii) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities Act; (iii) the date on which we have, during the previous 3-year period, issued more than $1.0 billion in nonconvertible 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~~March 3031, 2025.

As an emerging growth company, we are exempt from:

- Sections 14A(a) and (b) of the Exchange Act, which require companies to hold stockholder advisory votes on executive compensation and golden parachute compensation;

- The requirement to provide, in any registration statement, periodic report or other report to be filed with the Securities and Exchange Commission, or the “Commission” or “SEC”, certain modified executive compensation disclosure under Item 402 of Regulation S-K or selected financial data under Item 301 of Regulation S-K for any period before the earliest audited period presented in our initial registration statement;

- Compliance with new or revised accounting standards until those standards are applicable to private companies;

- The requirement under Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, to provide auditor attestation of our internal controls and procedures; and

- Any Public Company Accounting Oversight Board, or “PCAOB”, rules regarding mandatory audit firm rotation or an expanded auditor report, and any other PCAOB rules subsequently adopted unless the Commission determines the new rules are necessary for protecting the public.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the Jumpstart Our Business Startups Act. We are also a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. As a smaller reporting company, we are not required to provide selected financial data pursuant to Item 301 of Regulation S-K, nor are we required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. We are also permitted to provide certain modified executive compensation disclosure under Item 402 of Regulation S-K.

Company Overview

Stemtech Corporation was incorporated under the laws of the State of Nevada, U.S. on March 4, 2009. Our registration statement on Form S-1 was filed with the SEC was declared effective on May 15, 2013. On August 19, 2021, the Company entered into a Merger Agreement with Stemtech Corporation by which the Company acquired one hundred percent of the shares of STEMTECH CORPORATION in exchange for the issuance of 37,060,000 shares of the Company, approximately 85% of the issued and outstanding shares of the Company. On November 19, 2021, the Company adopted an Amendment to its Articles changing the name of the Corporation to Stemtech Corporation in the state of Nevada, and on April 14, 2022, FINRA gave final approval for said name change. Stemtech has pioneered and patented a whole new category of 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. Stemtech also offers our all-natural OraStem toothpaste, which is a tooth whitener, breath freshener, antimicrobial, stem cell attracting and promotes good gum health. In December 2022, our new Cellect One^® Rapid Renew Stem Cell Peptide Night Cream. Cellect One is a Stemtech proprietary formula containing an FDA patented ingredient, Red Oak Bark, which enables deep penetration to promote good skin health. While sales of products 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 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. 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. 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. 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 plan to 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.

2421

The Company has registered our “Orastem®” trademark registration in Mexico as noted in our press release of August 23, 2022. In addition, Stemtech filed our new ‘’stemceuticals™’ trademark registration. Stemtech has worked to reduce overhead costs by outsourcing U.S. order fulfillment services to a third-party partner who is also be responsible for inventory planning and production scheduling, since August 7, 2023. Further, on August 1, 2023, the customer service function for the U.S. was transitioned to our Mexico offices in Guadalajara at a cost savings and improved synergistic benefits. With the new inventory process, the cost of insurance coverage was reduced to lower rates.

RESULTS OF 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.

Three-Month Period Ended ~~September~~March 3031, ~~2024 Compared~~2025 Compared to the Three-Month Period Ended ~~September~~March 3031, ~~2023.~~2024

During the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~ 2024, net sales were $1868,~~031,630~~046 and $1,~~298~~382,~~322,~~570 respectively. The current quarter reflects the Company’s ongoing shift toward streamlining operations and focusing on long-term distributor quality and sustainability rather than short-term volume growth. This ~~variance~~period isof ~~due~~recalibration has allowed us to afocus ~~decrease~~resources inon ~~available~~core, ~~inventory~~high-performing ~~for~~markets ~~sale~~and reduce dependency on lower-margin geographies and ~~management~~begin ~~anticipates~~implementing ~~net~~improvements ~~sales~~in ~~will~~customer ~~decrease~~engagement asand itretention ~~has~~tools, ~~recently~~which ~~implemented~~are aexpected ~~price~~to ~~increase~~yield benefits in upcoming quarters. Phase out promotional pricing structures that, ~~however~~while ~~current~~boosting ~~economic~~top-line ~~risks~~figures ofin ~~recession~~prior ~~can~~periods, ~~influence~~did ~~this~~not align with our margin improvement strategy.

During the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~ 2024, cost of goods sold was $~~380~~147,~~205~~782 ~~versus~~compared to $~~290~~345,~~896~~369, ~~for~~resulting in a positive variance of $89181,~~309 or 31%~~804. This ~~variance~~improvement isin ~~inversely~~cost ~~compared~~of goods tosold was driven by the ~~decrease in~~Company’s ~~sales~~focus ~~during~~on ~~the~~efficiency ~~three~~improvements ~~months~~and ~~ended~~cost ~~September~~management 30strategies, ~~2024~~despite asthe areduction ~~result~~in sales. ofThe anvariance ~~increase~~reflects inour efforts to optimize manufacturing ~~costs~~processes and manage raw ~~materials~~material costs more effectively, which has positioned the Company well to mitigate the impact of external cost pressures moving forward.

During the ~~three~~quarter ~~months~~ ended ~~September~~March 3031, 2025 ~~2024~~ and ~~2023~~2024, our ~~commissions~~ total operating expenses were $~~113~~1,~~192~~925,169 and $~~386~~2,~~070~~048,012, respectively, ~~resulting~~reflecting ina anfavorable decrease of $~~272~~122,~~878~~843. This reduction was largely attributed to our effective cost management initiatives, orwhich ~~71%~~included strategic reductions in commissions and selling and marketing expenses. These efforts reflect our ongoing commitment to enhancing operational efficiency and aligning expenditures with the Company’s long-term growth objectives.

During the ~~three~~quarter ~~months~~ ended ~~September~~March 3031, 2025 ~~2024~~ and ~~2023~~2024, ~~our~~total ~~general and~~non-operating ~~administrative~~ expenses were $ 1253,~~179,633~~821 and $1409,~~081~~818,~~224,~~ respectively, ~~resulting~~representing in a ~~increase~~favorable decrease of $155,997. 98This improvement was primarily driven by a significant reduction in interest expense,~~232~~ orwhich ~~9%.~~declined ~~The~~to ~~increase~~$245,368 isin 2025 from $430,959 in 2024. ~~primarily~~The ~~due~~decrease reflects the Company’s enhanced debt management strategies and ongoing efforts to anoptimize ~~increase~~its incapital ~~professional~~structure ~~fees~~and reduce financing costs.

~~During~~Our ~~the~~net ~~three~~loss ~~months~~for ~~ended~~the ~~September~~quarter ~~30,~~ended ~~2024~~March ~~and 2023~~31, ~~our and~~2025 ~~marketing~~and ~~expenses~~2024 ~~were~~was $ 751,~~070~~458,726 and $~~119~~1,~~123~~420,629, respectively,. ~~resulting~~The slight year-over-year increase in anet ~~decrease~~loss ofwas ~~$44,053,~~primarily ordue ~~37%~~to higher operating expenses associated with strategic investments aimed at positioning the Company for future growth. These investments are expected to drive long-term value as the Company focuses on enhancing its operational infrastructure and expanding its market presence.

During the three months ended September 30, 2024, total non-operating expenses were $454,935 compared to total non-operating income of $427,573 during the three months ended September 30, 2023, resulting in an increase in expense of $27,362. The difference is primarily due to an increase of $67,496 in interest expense offset by an increase of $40,134 in interest income in 2024.22

The net loss attributable to Stemtech for the three months ended September 30, 2024 was $1,171,405 compared to net income attributable to Stemtech for the three month period ended September 30, 2023 was $1,041,800. The loss was caused by the factors described above.

Nine-Month Period Ended September 30, 2024 Compared to the Nine-Month Period Ended September 30, 2023.

During the nine months ended September 30, 2024 and 2023, net sales were $3,740,000 and $3,559,789, respectively, resulting in an increase of $180,211, or 5%. This variance is due to general price increases in 2024, however current economic risks of recession can influence this. During the nine months ended September 30, 2024, cost of goods sold was $1,057,751 versus $781,895, for a negative variance of $275,856 or 35%.

During the nine months ended September 30, 2024 and 2023, our commissions expenses were $692,358 and $807,678, respectively, resulting in a decrease of $115,320, or 14%, mainly due to bulk sales that are not subject to commissions.

During the nine months ended September 30, 2024 and 2023, our selling and marketing expenses were $265,530 and $387,102, respectively, resulting in a decrease of $121,572, or 37%.

During the nine months ended September 30, 2024 and 2023, our general and administrative expenses were $4,143,951 and $4,366,912, respectively, resulting in a decrease of $222,961, or 9%. The decrease is primarily due to stock issued for services in 2023 and the cutting of operational expenses, such as personnel.

During the nine months ended September 30, 2024 and 2023, our total operating expenses were $5,101,839 and $5,575,492, respectively, resulting in a decrease of $218,522, or 14%. The decrease in operating expenses was caused by the factors described above.

During the nine months ended September 30, 2024, total non-operating expenses were $xxx compared to $770,385 resulting in a decrease in expenses of $xxx. The difference is primarily due to a $xxx loss from change in fair value of derivative liabilities in 2023 to a $xxx gain in 2024, offset by an increase in interest expense of $xxx.

The net loss attributable to Stemtech for the nine months ended September 30, 2024 and 2023, was $3,376,121 and $3,565,449, respectively. The decrease in net loss was caused by the factors described above.

Liquidity and Capital Resources

We are not currently profitable, and we cannot provide any assurance of when we will be profitable. We incurred a net loss of $3,372,986 and $3,565,449 for the nine months ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024, we met our short-term liquidity requirements from issuance of debt.

As of September 30, 2024, our current assets were $762,666 compared to $400,710 in current a689ets at December 31, 2023. As of September 30, 2024, our current liabilities were $9,589,603 compared to $6,462,036 at December 31, 2023. Current liabilities at September 30, 2024 were comprised of $4,936,751 of accounts payable and accrued expenses, $2,105,240 in notes payables, $1,959,364 in convertible notes net of discounts, $384,916 in factoring liabilities and $10,647 in current operating lease liabilities, $192,685 of deferred revenues.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the ~~nine~~three-month period ended ~~September~~March 3031, ~~2024~~2025, net cash flows used in operating activities were $~~414~~710,~~508~~507 versus $~~904~~1,~~009~~017,485 a year earlier, which is primarily due to the change in working capital accounts. Amortization of debt discount of $~~362~~17,~~404~~219, as well as $56,219 ~~in lease liabilities~~, $~~334~~41,~~466~~876 depreciation and amortization expense, ~~$54,900 amortization of right to use asset,~~ and $~~915~~108,~~981~~260 of stock compensation expense and $11211,~~781~~809 in stock issued for services.

Cash Flows from Financing Activities

We have financed our operations primarily from the issuance of notes payable. For the ~~six~~three-month period ended ~~September~~March 3031, ~~2024~~2025, net cash provided from financing activities of $~~826~~78,~~893~~754 mainly consisted of proceeds from ~~factoring~~notes ~~agreements~~payable of ~~$240~~418,~~972~~635 partially offset by payments on ~~notes~~factoring ~~payable~~agreements of $~~140~~287,~~746.~~806 ~~For~~and ~~the~~repayment ~~nine-month period ended September 30, 2023, $1,308,616 cash provided from financing activities mainly consisted~~ of ~~proceeds from~~ notes payable of $152,~~711,000 partially offset by payments on factoring agreements of $403,293~~075.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working 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; (iii) marketing expenses; and (iv) IT website development. We intend to finance these expenses with further issuances of securities and loans. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Stemtech has experienced continued growth and with more awareness of the benefits of stem cells for improving health naturally. Demand is expected to continue to rise. During the past year, we experienced several out-of-stock situations. With additional capital, the Company will be able to sustain uninterrupted growth, increasing sales revenue and profitability. The overall stem cell global market, including stem cell therapy and pharma are projected to be $30 billion by 2030 per “Research and Marketing”, an independent publication. As the pioneer in stem cell nutrition, Stemtech is well positioned for growth as awareness increases.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial statement presentation and in accordance with Form 10-Q. Accordingly, they do not include all of the information and footnotes required in annual financial statements. In the opinion of management, the unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position and results of operations and cash flows. The results of operations presented are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

Off-Balance Sheet Arrangements

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

Stockholders’ Deficit

Authorized Shares

Effective May 5, 2023, the Company is authorized to issue up to 400,000,000 shares of common stock, $0.001 par value. Prior to May 5, 2023, the Company was authorized to issue up to 200,000,000 shares (see Note 9). Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

Commitments and Contingencies

None.

Financing

On March 27, 2023, the Company and an institutional investor (the “Holder”) executed an investment agreement for up to $7,000,000 through a convertible promissory note, share purchase agreement and warrant agreement (the “2023 Note"). The 2023 Note has a principal amount of up to $7,000,000 with an original issue discount of 12% and is to be disbursed in four (4) disbursements as set forth as follows: (i) the first disbursement in the amount of $1,000,000 occurred on March 27, 2023; (ii) the second disbursement in the amount of $200,000 is due within three (3) days after the filing of an S-1 registration statement; (iii) the third disbursement in the amount of $500,000 is due forty-five (45) days after effectiveness of an S-1 registration statement; and (iv) $120,000 is due forty-five (45) days after the third disbursement. The 2023 Note carries an interest rate equal to seven percent (7%) per annum and is redeemable by the Company at any time at an amount equal to one hundred twenty-five percent (125%) of the then outstanding principal and interest accrued on the Note. All additional disbursements will be made at the Holder’s discretion, at any time, and if the Holder’s broker refuses to custody the securities issued in connection therewith, the Holder will have no obligation to make a disbursement under the disbursement schedule but will have the option to make such disbursement. Future financing through equity investments is likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition. Our ability to obtain needed financing may be impaired by such factors as the capital markets, both generally and specifically in the nutraceutical industry, which could impact the availability or cost of future financing. If the amount of capital we are able to raise from financing activities, together with our revenue from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations. We have no plans, arrangements or contingencies in place in the event that we cease operations.

On May 11, 2023, the Company filed a registration statement on Form S-1 File No. 333-271846) with the U.S. Securities and Exchange Commission (the “Commission”) together with all exhibits thereto (the “Registration Statement”). No securities were sold in connection with this offering.

On September 2024, pursuant to Rule 477 under the Securities Act of 1933 (the “Act”), the Company respectfully requested a withdrawal of its Registration Statement with Commission.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~June~~March 3031, ~~2024~~2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the ~~six~~three-month period ended ~~June~~March 3031, ~~2024~~2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On August 6, 2019, the former CEO (prior to the Company’s ~~Bankruptcy,~~bankruptcy proceedings) filed a lawsuit against the Company’s subsidiary, Stemtech HealthSciences Corp., alleging unpaid salary and vacation pay ~~time~~related ~~dating~~ to a period ~~predating~~prior to the ~~Company’s~~ current management team ~~taking~~assuming control in 2018. ~~Plaintiff’s~~The total claim is infor ~~the~~approximately ~~amount of~~ $267,000. The Company has ~~counter-sued~~filed ~~the~~a ~~plaintiff~~counterclaim ~~personally~~against ~~and deems this matter non-meritorious. At~~ the ~~same time,~~former ~~the~~CEO ~~Company has accrued $267,000 which is included in accounts payable~~ and ~~accrued~~considers ~~liabilities~~his inclaims ~~the~~to ~~consolidated~~be ~~balance~~without ~~sheets at June 30, 2024, and December 31, 2023~~merit. ~~Plaintiff’s request for Summary Judgment was dismissed by the Court on March 3, 2023.~~

InAs ~~the~~of ~~opinion~~March of31, ~~management~~2025 and December 31, 2024, the ~~resolution~~Company ofhas accrued $267,000 related to this matter, ifwhich ~~any,~~is ~~will~~included ~~not~~in ~~have~~accounts apayable ~~material~~and ~~adverse~~accrued ~~impact~~liabilities onin the ~~Company~~consolidated balance sheets. The Court dismissed the former CEO’s ~~consolidated~~request ~~financial~~for ~~position~~summary orjudgment ~~consolidated~~on ~~results of~~March ~~operations~~3, 2023; however, the litigation remains ongoing.

Item 1A. Risk Factors

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Recent Sale of Unregistered Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarter ended ~~September~~March 3031, ~~2024~~2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit 31.1*		Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
Exhibit 31.2*		Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
Exhibit 32.1**		Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2**		Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS***		Inline XBRL Instance Document
101.SCH***		Inline XBRL Taxonomy Extension Schema Document
101.CAL***		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF***		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB***		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE***		Inline XBRL Taxonomy Extension Presentation Linkbase Document
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~~___________________~~26

* Filed herewith. ** Furnished herewith. *** To be filed by amendment.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Stemtech Corporation
Date: November 19, 2024	By:	/s/ Charles S. Arnold
Date: July 17, 2025	By:	/s/ Charles S. Arnold
		Charles S. Arnold
	Title:	Chief Executive Officer (Principal Executive Officer)
Date: November 19, 2024	By:	/s/ James S. Cardwell
Date: July 17, 2025	By:	/s/ Srilakshmi Vadlapatla
		James S. Cardwell
		Srilakshmi Vadlapatla
	Title:	Chief Financial Officer (Principal Financial Officer)

3227

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