STEMTECH CORPORATION Form 10-K

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

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

 For the fiscal year ended December 31, 2023

 or

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

 For the transition period from ___________ to ___________

 Commission file number: 333-172172

 STEMTECH CORPORATION

 (Exact name of registrant as specified in its charter)

 Nevada

 87-2151440

 State or other jurisdiction

 of incorporation or organization

 (IRS. Employer

 Identification No.)

 4851 Tamiami Trail North, Suite 200

 Naples, FL 34103

 www.stemtech.com

 (Address of principal executive offices)

 ( 954) 715-6000

 Registrant's telephone number, including
area code

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

 Title of each class

 Name of each exchange on which registered

 None

 N/A

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

 Common Shares - $0.001 par value

 (Title of Class)

is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

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

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

has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

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

is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large
accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

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

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

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

is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The aggregate market value of the voting and non-voting
stock held by non-affiliates of the registrant as of the last business day of the registrants most recently completed second fiscal quarter,
based on the price at which the common equity was last sold on the OTC Markets on June 30, 2022 was approximately $ 1,683,169. For purposes
of this computation only, all officers, directors and 5% or greater stockholders of the registrant are deemed to be "affiliates."

 As of July 10, 2024, the registrant had 116,769,707
shares of common stock with par value $0.001 issued and outstanding.

 Part 1

 Item 1

 Description of Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 [Reserved]

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A (T)

 Controls and Procedures

 Item 9B

 Other Information

 Item 10

 Directors, Executive Officers, and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

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

 Item 13

 Certain Relationships, Related Transactions and Director Independence

 Item 14

 Principal Accountant Fees and Services

 Item 15

 Exhibits and Financial Statement Schedules

 i

 FORWARD-LOOKING STATEMENTS

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

 All dollar amounts refer to US dollars unless
otherwise indicated.

 ii

 Item 1: Description of Business

 Stemtech Corporation and its Subsidiaries (collectively,
the "Company", or "Stemtech") was incorporated in the State of Nevada, USA on September 4, 2009 under the name
Globe Net Wireless Corp. with ticker symbol "GNTW". Our corporate name was changed to Stemtech Corporation in the state of
Nevada.in August 2021. We were listed on the OTCQB market under symbol "STEK" in April 2021. Stemtech is a global network
marketing company that develops science-based products that it believes supports wellness by helping the body maintain healthy stem cell
physiology, also known as stem cell enhancers. Known as the Stem Cell Nutrition Company, the Company is a pioneer in stem cell science,
and believes it can demonstrate that adult stem cells function as the natural renewal system of the body. The Company believes our products
enhance and support the work of the body's stem cells by releasing more stem cells, helping to circulate them in the blood and migrate
them into tissues, where they can perform their daily function of renewal for optimal health. Our Mission is to enhance wellness and prosperity
around the world. These products are marketed internationally by the Companies subsidiaries and through independent distributors. The
Company markets its products under the following brands: RCM System, stemrelease3, StemFlo MigraStem and OraStem
(Oral Health Care). Stemtech also introduced a new skincare product in December 2022: Cellect One Rapid Renew Stem Cell Peptide
Night Cream.

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

 Basis of Presentation

 The accompanying consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
The summary of significant accounting policies presented below is designed to assist in understanding the Company's consolidated
financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company's management,
who is responsible for their integrity and objectivity. All intercompany accounts and transactions have been eliminated in consolidation.
The consolidated financial statements include the accounts of Stemtech Corporation (Parent) and its (12) subsidiaries:

 1.

 Stemtech HealthSciences Corp (U.S.A.) ("Stemtech HealthSciences")

 2.

 Stemtech Canada, Inc. ("Canada")

 3.

 Stemtech Health Sciences S. de R.L. de C.V. ("Mexico")

 4.

 Stemtech Services SARL de C.V. (Mexico) ("Stemtech Mexico")

 5.

 Stemtech Malaysia Holdings Sdn. Bhd. ("Malaysia Holdings")

 6.

 Stemtech Malaysia Sdn. Bhd. ("Malaysia")

 7.

 Stemtech Taiwan Holding, Inc. ("Taiwan")

 8.

 Stemtech Taiwan Branch

 9.

 Tecrecel S.A. ("Ecuador")

 10.

 Food & Health Tech Foodhealth SA ("FHT Ecuador")

 11.

 Life Factor Research ("LFR") – 100%

 12.

 Stemtech IP Holdings, LLC

 Item 1A. Risk Factors.

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

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

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

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

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

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

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

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

 a.
 FMA/2FA, this is our first AND most important first line of defense,
no one should have MFA bypassed or disabled, with no exceptions.

 b.
 Email Banner for external emails. This banner assists us to identify
any phishing / impersonation email and cannot be bypassed.

 c.
 Conditional Access Policy (CAP): Rejects connections to Exchange Online
from un-authorized countries. We are further enhancing this control by implementing ACL's (access lists) in our CRM and ERP systems and
any other mission critical platform. ALL platforms should have MFA enforced, any platform not supporting MFA in 2024 is deemed high-risk
and immediately replaced as it is obsolete and poses high-risk to the Company.

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

 Item 2. Properties.

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

 Item 3. Legal Proceedings.

 On August 6, 2019, Ray
 Carter, the former CEO prior to the Company's Bankruptcy, filed a lawsuit against the Company's subsidiary Stemtech
 HealthSciences, alleging unpaid salary and vacation time dating to a period predating the Company's current management team
 taking control in 2018. Mr. Carter's claim is in the amount of $267,000. The Company has counter-sued Ray Carter personally
 and deems this matter non-meritorious. At the same time, the Company has accrued $267,000 which is included in accounts payable and
 accrued liabilities in the consolidated balance sheets at December 31, 2023 and 2022. Mr. Carter's request for Summary
 Judgment was dismissed by the Court on March 3, 2023.

 Item 4. Mine Safety Disclosures.

 Not Applicable.

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

 Market Information

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

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

 QUARTER ENDED

 HIGH

 LOW

 December 31, 2021

 $

 2.20

 $

 2.05

 March 31, 2022

 $

 2.55

 $

 2.55

 June 30, 2022

 $

 5.00

 $

 5.00

 September 30, 2022

 $

 0.72

 $

 0.63

 $

 0.10

 $

 0.08

 Holders of Stemtech's Common Stock

 The Company had 112 registered holders of its common
stock as of April 12, 2024.

 Dividends

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

 Recent Sales of Unregistered Securities

 None.

 Penny Stock Rules

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

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

 Item 6. Selected Financial Data.

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

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

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

 Company Overview

 Stemtech Corporation was incorporated under the
laws of the State of Nevada, U.S. on September 4, 2009. Our registration statement on Form S-1 was filed with the 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.

 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, anti-microbial, 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 public listing and funding, Stemtech is projecting
the addition of 30,000 new independent business partner reps over the next 12 to 24 months, adding to the existing IBPs. With an enhanced
compensation plan, IBPs will be even more incentivized to build their network, attracting additional industry leaders. IBPs are a testimonial
to our product and business model, lowering our customer acquisition costs. We have added two international licensing agreements for selling
Stemtech products while not using the network marketing sales model. This is a new revenue stream.

 We reinstituted contests, travel incentives, cruises,
other trips, Business Academies for Training, regional conferences, our Annual Convention with new product launches. Our IBPs offer highly
flexible yet steady income which is most adapted to todays "Laptop & Cellphone Lifestyle", with structured and organized
weekly Corporate training calls, a personalized website, back-office tracking, oversight and management Tools, Reports, Training Materials
and Social Sharing. Stemtech also launched the Stemtech AdvanceOffice Mobile App, in September 2022,
improving communication, sharing of information, training videos and other content for recruiting, on-boarding, customer retention and
measuring key performance indicators for the IBP business.

 Stemtech announced two exciting programs in June
2023, with the enhancement of a Rank Advancement Bonus as well as a Caribbean cruise which took place in December 2023. Sales continue
to come in from returning consumers who believe in the quality products. Since the cash infusions noted in "Financing" infra,
the Company now has the resources to contact and re-engage the over 200,000 former distributors. With this new cash infusion, the
Company has engaged experienced marketing and social media professionals to initiate new marketing strategies which are expected to bring
increased activity. Moreover, we are now better positioned to absorb significant new clientele as the Company has directed significant
cash towards our inventory. Management conservatively believes that given the expected cash on hand and working expenditures as describe
above, we can reinvigorate sales to be more consistent with the Company's previous revenue historically, as we were recognized 4
times in the Inc 5000 Magazine's list of fastest growing companies.

 In the future, below this IBP level, we are contemplating
our Direct To Consumer ("DTC") network marketing distribution model. This integrative model allows us access to an immediate
global presence and ability to operate in multiple countries on any continent. We are uniquely positioned, to implement this DTC model
in areas not currently distributing Stemtech products, as this method requires no up-front or required buy-in of inventory, with monthly
shipments available for known recurring sales. This platform will enable us to operate at the intersection of the ecommerce economy, social
economy and gig economy. Recently, we have licensed the African nations of Kenya, Ghana, Nigeria, Uganda and the Democratic Republic of
Congo for distribution of Stemtech products. In this distribution agreement, we are prepaid for the product by the distributor who is
responsible for the registration and licensing plus shipping of the product where Stemtech does not have the network marketing model in
place. The Company plans to look at opportunities in other global areas as well to expand our brand and distribution of Stemtech products.

 The Company has been making great strides the
past year, having obtained 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. We have introduced a new stem cell skin care product.
Life Factor Research brings their expertise in research, development and product formulations enabling the Company to now organically
develop whole new lines of Stemceuticals. This new arrangement enables Stemtech to offer more new, cutting-edge products to an ever-growing
market interested in improved health and quality of life.

 Implications of Being an Emerging Growth Company

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

 As an emerging growth company, we are exempt from:

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

 The requirement to provide, in any registration statement, periodic report or other report to be filed with the 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.

 Basis of Presentation

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

 Critical Accounting Policies

 This Management's Discussion and Analysis of
Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance
with U.S. GAAP. In connection with the preparation of our consolidated financial statements, we are required to make assumptions and estimates
about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures.
We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to
be relevant at the time our consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies,
assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with
U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our
assumptions and estimates, and such differences could be material.

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

 Critical Accounting Estimates

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

 New Accounting Pronouncements

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

 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.

 Year Ended December 31, 2023 Compared to the
Year Ended December 31, 2022.

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

 During the years ended December 31, 2023 and 2022,
our total operating expenses were $8,144,437 and $8,418,761, respectively. The decrease of $274,324 is primarily attributable to cost
cutting measures.

 During the years ended December 31, 2023 and 2022,
total non-operating expenses were $1,207,433 and $3,513,830, respectively, resulting in a decrease of $2,306,397. The difference is primarily
due to the gain on settlement of derivative liabilities of $1,366,298 in 2023, the increase in interest expense of $795,190 and a decrease
in gain on extinguishment of debt of $2,985,224 partially offset by the changes in fair value of derivative liabilities of $4,711,957
from a loss of $3,223,271 at December 31, 2022 to a gain of $1,488,686 at December 31, 2023 in connection with the note payable issued
in September 2021. We also implemented a significant reduction of staff and realignment of their duties to existing staff.

 Our net loss for the years ended December 31,
2023 and 2022, was $5,431,979 and $8,632,828, respectively. The decrease in net loss was caused by the factors described above.

 Liquidity and Capital Resources

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

 As of December 31, 2023, our current assets were $400,710
compared to $612,370 in current assets at December 31, 2022. As of December 31, 2023, our current liabilities were $6,462,036 compared
to $7,415,791 at December 31, 2022. Current liabilities at December 31, 2023 were comprised of $2,708,906 of accounts payable and accrued
expenses, $1,596,960 in convertible notes, $1,889,321 of non-convertible notes payable, $143,944 of factoring liability, $66,866 in current
operating lease liabilities and $56,039 in deferred revenues.

 Stockholders' deficit increase from $3,171,918
as of December 31, 2022 to $2,778,765 at December 31, 2023. This change was primarily caused by the conversion of convertible notes and
accrued interest to common stock of $2,403,453, and reclassification of derivative liabilities to additional paid in capital of $1,011,451,
offset by a net loss of $5,431,979 during the year ended December 31, 2023.

 Cash Flows from Operating Activities

 We have not generated positive cash flows from
operating activities. For the year ended December 31, 2023, net cash flows used in operating activities were $2,036,312, which is primarily
due to the net loss of $5,431,979, partially offset by adjustments to reconcile the net loss used in operations of $2,304,613 and the
changes in working capital including accounts payable and accrued expenses of $1,091,354. The adjustments to reconcile the net loss used
in operations consisted of increase in amortization of debt discount of $2,797,403, non-cash interest expense from issuance on debt (derivative)
of $1,623,579, non-cash charges of $1,098,832 (including: depreciation and amortization of $587,797, stock compensation expense of $439,054
and amortization of right of use asset of $71,981), stock issued for services of $434,025 and cancellation of shares returned by shareholders
of $19,890, offset by gain on extinguishment of debt $814,132, gain from the change in fair value of derivative liabilities of $1,488,686
and gain on settlement of derivative liabilities of $1,366,298. Adjustments for changes in operating assets and liabilities were due to
a decrease in inventories of $109,728, an increase in deferred revenues of $16,869, a decrease in prepaid expenses and other current assets
of $110,338 and an increase in long term deposits of $643, a decrease in accounts payable and accrued expenses of $957,056, a decrease
in operating lease liabilities of $75,267, and an decrease of in accounts receivable of $26,727. For the year ended December 31, 2022,
net cash flows used in operating activities were $1,216,948.

 Cash Flows from Financing Activities

 We have financed our operations primarily from
either the issuance of our shares of common stock or notes payable. For the year ended December 31, 2023, we generated $1,579,428 cash
from financing activities which consists of $2,236,000 from proceeds from notes payables, offset by $189,700 payments of factoring arrangement
and payments on notes payable of $466,872. For the year ended December 31, 2022, net cash flows provided by financing activities were
$338,734.

 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 equity securities and debt instruments.

 Existing working capital, further advances
and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months.
Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In
connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures
relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing
expenses. We intend to finance these expenses with further issuances of securities and director loans. Thereafter, we expect we will
need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or
convertible debt securities will result in dilution to our current shareholders. Additional financing may not be available upon
acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to
take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our
business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations.
We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be
in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from
our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors
concerning these loans. We do not have any arrangements in place for any future equity financing.

 Off-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.

 Item 7A. 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 8. Financial Statements and Supplementary
Data.

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Consolidated
Financial Statements

2023

 Page

 Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID NO: 76)

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Changes in Stockholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 R eport
of Independent Registered Public Accounting Firm

 To the Board of Directors and Stockholders of

 Stemtech Corporation and Subsidiaries

 Opinion on the Consolidated Financial Statements

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

 Going Concern

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

 Basis for Opinion

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

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

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

 /s/ Turner, Stone & Company, LLP

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

 Dallas, Texas

 July 10, 2024

 F- 1

 Consolidated Balance Sheets

 As of December 31,

 2023

 2022

 ASSETS

 CURRENT ASSETS:

 Cash

 $
 114,166

 $
 132,487

 Accounts receivable, net

 61,494

 34,767

 Inventory, net

 48,325

 158,053

 Prepaid expenses and other current assets

 176,725

 287,063

 TOTAL CURRENT ASSETS

 400,710

 612,370

 Property and equipment, net

 10,056

 27,296

 Intangible assets, net

 2,710,568

 2,994,000

 Long term deposits

 23,708

 23,065

 Operating lease right-of-use assets, net

 70,820

 142,801

 Goodwill

 467,409

 467,409

 TOTAL ASSETS

 $
 3,683,271

 $
 4,266,941

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:

 Accounts payable and accrued expenses

 $
 2,708,906

 $
 3,396,543

 Notes payable

 1,889,321

 446,246

 Convertible debentures, net of discount

 1,596,960

 482,885

 Operating lease liabilities, current

 66,866

 119,065

 Deferred revenues

 56,039

 39,170

 Factoring liability

 143,944

 214,249

 Derivative liabilities

 –

 2,717,633

 TOTAL CURRENT LIABILITIES

 6,462,036

 7,415,791

 Operating lease liabilities, long term

 –

 23,068

 TOTAL LIABILITIES

 6,462,036

 7,438,859

 COMMITMENTS AND CONTINGENCIES (Note 12)

 –

 –

 STOCKHOLDERS' DEFICIT

 Common stock - $ 0.001 par value; 400,000,000 shares authorized; 104,988,853 and 53,442,147 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 104,989

 53,442

 Additional paid in capital

 24,726,722

 19,391,400

 Accumulated other comprehensive loss

 190,503

 ( 247,760
)

 Accumulated deficit

 ( 27,061,486
)

 ( 21,631,241
)

 Stemtech Corporation stockholders' deficit

 ( 2,039,272
)

 ( 2,434,159
)

 Non-controlling interest in subsidiaries

 ( 739,493
)

 ( 737,759
)

 TOTAL STOCKHOLDERS' DEFICIT

 ( 2,778,765
)

 ( 3,171,918
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 3,683,271

 $
 4,266,941

 See accompanying Notes to Consolidated Financial
Statements

 F- 2

 Consolidated Statements of Operations and Comprehensive
Loss

 For The Years Ended

 2023

 2022

 NET SALES

 $
 4,921,531

 $
 4,559,399

 COST OF GOODS SOLD:

 Cost of goods sold

 731,339

 1,100,903

 Freight-in

 270,301

 63,115

 TOTAL COST OF GOODS SOLD

 1,001,640

 1,164,018

 GROSS PROFIT

 3,919,891

 3,395,381

 OPERATING EXPENSES:

 Commissions

 1,187,025

 1,047,400

 Selling and marketing

 504,075

 533,397

 General and administrative

 6,439,537

 6,837,964

 Research and development

 13,800

 –

 TOTAL OPERATING EXPENSES

 8,144,437

 8,418,761

 OPERATING LOSS

 ( 4,224,546
)

 ( 5,023,380
)

 OTHER INCOME (EXPENSE):

 Change in fair value of derivative liability

 1,488,686

 ( 3,223,271
)

 Interest expense

 ( 4,893,033
)

 ( 4,097,843
)

 Other income and expenses, net

 16,484

 7,928

 Gain on settlement of derivative liabilities

 1,366,298

 –

 Gain on extinguishment of debt

 814,132

 3,799,356

 TOTAL OTHER EXPENSE, NET

 ( 1,207,433
)

 ( 3,513,830
)

 LOSS BEFORE INCOME TAXES

)

 ( 8,537,210
)

 PROVISION FOR INCOME TAXES

 –

 ( 95,618
)

 NET LOSS

)

 ( 8,632,828
)

 NET LOSS ATTRIBUTABLE TO NONCONTROLLING
 INTERESTS

 ( 1,734
)

 ( 87,905
)

 NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

 $
)

 $
)

 Net loss per common share

 Basic

 $
 ( 0.07
)

 $
 ( 0.19
)

 Diluted

 $
 ( 0.07
)

 $
 ( 0.19
)

 Shares used to compute loss per share

 Basic

 $
 83,469,544

 $
 46,014,138

 Diluted

 $
 83,469,544

 $
 46,014,138

 Comprehensive loss

 Net loss available to common stockholders

 $
)

 $
)

 Change in foreign currency translation adjustments

 Comprehensive loss available to common stockholders

 $
 ( 4,991,982
)

 $
 ( 8,362,428
)

 See accompanying Notes to Consolidated Financial
Statements

 F- 3

 Consolidated Statements of Changes in Stockholders'
Deficit

 For the Years Ended December 31, 2023 and 2022

 Common Stock

 Additional

 Accumulated Other Compre-
 hensive

 Non-

 Total

 No. of Shares

 Amount

 Paid-in Capital

 Accumulated
 Deficit

 Income
 (Loss)

 Sub total

 controlling
 Interest

 Stockholders'
 Deficit

 Balance at December 31, 2021

 44,685,673

 $
 44,685

 $
 10,116,296

 $
 ( 13,086,318
)

 $
 ( 430,255
)

 $
 ( 3,355,592
)

 $
 ( 649,854
)

 $
 ( 4,005,446
)

 Stock based compensation

 –

 –

 439,053

 –

 –

 439,053

 –

 439,053

 Stock issued for services

 3,584,344

 3,586

 3,553,546

 –

 –

 3,557,132

 –

 3,557,132

 Stock issued for cash

 37,314

 99,965

 –

 –

 100,002

 –

 100,002

 Conversion of convertible notes and accrued interest to common stock

 4,114,816

 4,114

 823,886

 –

 –

 828,000

 –

 828,000

 Stock issued for loan extension

 945,512

 4,158,728

 –

 –

 4,159,674

 –

 4,159,674

 Shares issued as debt issuance cost

 74,488

 199,926

 –

 –

 200,000

 –

 200,000

 Foreign currency translation adjustment

 –

 –

 –

 –

 –

 Non-controlling interest

 –

 –

 –

 –

 –

 –

 ( 87,905
)

 ( 87,905
)

 Net loss

 –

 –

 –

)

 –

)

 –

)

 Balance at December 31, 2022

 53,442,147

 $
 53,442

 $
 19,391,400

 $
 ( 21,631,241
)

 $
 ( 247,760
)

 $
 ( 2,434,159
)

 $
 ( 737,759
)

 $
 ( 3,171,918
)

 Balance at December 31, 2022

 53,442,147

 $
 53,442

 $
 19,391,400

 $
 ( 21,631,241
)

 $
 ( 247,760
)

 $
 ( 2,434,159
)

 $
 ( 737,759
)

 $
 ( 3,171,918
)

 Stock based compensation

 –

 –

 –

 –

 –

 Stock issued for services

 6,115,200

 6,115

 427,910

 –

 –

 434,025

 –

 434,025

 Conversion of convertible notes and accrued interest to common stock

 30,371,836

 30,372

 2,373,081

 –

 –

 2,403,453

 –

 2,403,453

 Settlement of accrued liabilities for common stock

 12,149,670

 12,150

 794,926

 –

 –

 807,076

 –

 807,076

 Stock issued for LFR Acquisition

 2,400,000

 2,400

 269,520

 –

 –

 –

 Reclassification of derivative liabilities to APIC

 –

 –

 1,011,451

 –

 –

 1,011,451

 –

 1,011,451

 Stock issued for loan extension

 510,000

 19,380

 –

 –

 19,890

 –

 19,890

 Foreign currency translation adjustment

 –

 –

 –

 –

 –

 Non-controlling interest

 –

 –

 –

 –

 –

 –

 ( 1,734
)

 ( 1,734
)

 Net loss

 –

 –

 –

)

 –

)

 –

)

 Balance at December 31, 2023

 104,988,853

 $
 104,989

 $
 24,726,722

 $
 ( 27,061,486
)

 $
 190,503

 $
 ( 2,039,272
)

 $
 ( 739,493
)

 $
 ( 2,778,765
)

 See accompanying Notes to Consolidated Financial
Statements

 F- 4

 Consolidated Statements of Cash Flows

 For the Years Ended December 31,

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

 $
)

 $
 ( 8,632,828
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation and amortization

 587,797

 447,386

 Amortization of right of use asset

 71,981

 –

 Stock compensation expense

 3,996,187

 Non-cash interest expense from issuance on debt (derivative)

 1,623,579

 –

 Amortization of debt discount

 2,797,403

 2,428,539

 Amortization due to conversion/redemptions

 –

 1,457,542

 Change in fair value of derivative liabilities

 ( 1,488,686
)

 3,223,271

 Gain on settlement of derivative liabilities

 ( 1,366,298
)

 –

 Stock issued for loan extension

 19,890

 –

 Stock issued for services

 434,025

 –

 Gain on extinguishment of debt

 ( 814,132
)

 ( 3,799,356
)

 Changes in operating assets and liabilities, net of effect of acquisitions:

 Accounts receivable

 ( 26,727
)

 ( 24,047
)

 Inventory

 109,728

 278,352

 Prepaid expenses and other current assets

 110,338

 37,645

 Accounts payable and accrued expenses

 957,056

 ( 683,058
)

 Long term deposits

 ( 643
)

 15,627

 Operating lease liabilities

 ( 75,267
)

 ( 1,378
)

 Deferred revenues

 16,869

 39,170

 Net cash used in operating activities

 ( 2,036,012
)

 ( 1,216,948
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from notes payable

 2,236,000

 611,266

 Repayment of note payable

 ( 466,872
)

 ( 586,783
)

 Net (repayments) proceeds from factoring arrangement

 ( 189,700
)

 214,249

 Stock issued for cash

 –

 100,002

 Net cash provided by financing activities

 1,579,428

 338,734

 Effects of currency translation on cash

 Net decrease in cash

 ( 18,321
)

 ( 695,719
)

 Cash, beginning of year

 132,487

 828,206

 Cash, end of year

 $
 114,166

 $
 132,487

 Supplemental disclosure cash flow information:

 Cash paid for interest

 $
 6,821

 $
 36,205

 Cash paid for income taxes

 $
 –

 $
 –

 Supplemental disclosure of non-cash investing and financing activities:

 Stock issued for LFR Acquisition

 $

 $
 –

 Issuance of common stock for conversion of debt

 $
 2,403,453

 $
 828,000

 Shares issued as debt discount

 $
 –

 $
 200,000

 Settlement of accrued liabilities for
 common stock

 $
 807,076

 $
 –

 Reclassification of derivative liabilities to APIC

 $
 1,011,451

 $
 –

 See accompanying Notes to Consolidated Financial
Statements

 F- 5

 STEMTECH CORPORATION

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2023

 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.

 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
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 (12) subsidiaries:

 1.

 Stemtech HealthSciences Corp (U.S.A.) ("Stemtech HealthSciences") – 100%

 2.

 Stemtech Canada, Inc. ("Canada") – 100%

 3.

 Stemtech Health Sciences S. de R.L. de C.V. ("Mexico") – 100%

 4.

 Stemtech Services SARL de C.V. (Mexico) ("Stemtech Mexico") – 100%

 5.

 Stemtech Malaysia Holdings Sdn. Bhd. ("Malaysia Holdings") – 100%

 6.

 Stemtech Malaysia Sdn. Bhd. ("Malaysia") – 70%

 7.

 Stemtech Taiwan Holding, Inc. ("Taiwan") – 100%

 8.

 Stemtech Taiwan Branch – 100%

 9.

 Tecrecel S.A. ("Ecuador") – 100%

 10.

 Food & Health Tech Foodhealth SA ("Ecuador FHTFH") – 100%

 11.

 Life Factor Research ("LFR") – 100%

 12.

 Stemtech IP Holdings, LLC – 100%

 Note 2 — Summary of Significant Accounting
Policies

 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.

 F- 6

 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 $27.1 million and a working capital
deficiency of approximately $ 6.1 million at December 31, 2023. 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.

 Use of Estimates

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

 Cash

 The Company considers all highly liquid temporary
investments purchased with original maturities of three months or less at the date of purchase to be cash equivalents. The Company has
 no cash equivalents as of December 31, 2023 and 2022. The Company maintains certain cash balances at several institutions located outside
the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit
risk.

 Inventory

 Inventory is comprised of finished goods and raw
materials and is valued at the lower of cost or market, using the "first-in, first-out" method in determining cost. Management
evaluates the allowance for inventory obsolescence on a regular basis and has determined that no allowance for slow moving or obsolete
inventory is necessary as at December 31, 2023 and 2022.

 F- 7

 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 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.

 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 December 31, 2023 and 2022 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.

 F- 8

 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.

 Allowances for product returns are provided at
the time the sale is recorded. This liability is based upon historic return rates and the relevant return pattern, which reflects anticipated
returns to be received over a period of up to one year following the original sale. As of both December 31, 2023 and 2022, the Company
had a reserve for sales returns of approximately $ 0 and $ 7,000, which is included in accrued liabilities in the accompanying consolidated
balance sheets.

 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,

 F- 9

 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 74, Income Taxes. Accordingly, deferred income taxes are determined utilizing the asset and liability
method based on the estimated future tax effects of differences between the financial accounting 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 be in effect
when these differences reverse. Valuation allowances with respect to deferred tax assets are provided for, if necessary, to reduce
deferred tax assets to amounts more likely than not to be realized.

 The Company accounts for uncertain tax
positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition,
measurement and disclosure of uncertain tax positions recognized in an enterprise's financial statements. According to ASC
Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company's accounting policy is to
classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such
items in its fiscal 2023 and 2022 consolidated financial statements and did not recognize any liability with respect to unrecognized
tax positions in its consolidated balance sheet.

 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.

 F- 10

 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).

 Reclassifications

 Certain reclassifications have been made to prior
year data to conform to the current year's presentation. These reclassifications had no impact on reported income or losses.

 Recent Accounting Pronouncements

 In July 2023,

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

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

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

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

 F- 11

 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 convertible notes and warrants. Pursuant to the sequencing approach, the Company evaluates its contracts based upon
the earliest issuance date.

 Note 3 – Inventory

 Inventory consists of the following components:

 Schedule of inventory

 2023

 2022

 Finished goods

 $
 48,325

 $
 103,297

 Raw materials

 –

 54,756

 Total Inventory

 $
 48,325

 $
 158,053

 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 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.

 F- 12

 The excess purchase price has been recorded as
goodwill in the amount of $ 467,409 at December 31, 2023 and 2022. 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 and the purchase has been accounted for as an asset acquisition.

 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:

 Allocation of purchase price

 Tangible Assets Acquired:

 Allocation

 Cash and cash equivalents

 $
 2,171

 Inventory

 6,099

 Accounts payable and accrued liabilities

 ( 23,475
)

 Net Tangible Assets Acquired

 $
 ( 15,205
)

 Intangible Assets Acquired:

 Non-compete agreement

 287,125

 Total Fair Value of Assets Acquired

 $

 Consideration:

 Common stock

 Goodwill

 $
 –

 The components of all acquired intangible assets
were as follows at December 31, 2023 and December 31, 2022:

 Schedule of acquired intangible assets

 December 31, 2023

 Average
 Estimated Life
 (Years)

 Patent products

 $
 2,344,900

 $
 2,344,900

 Trade names and trademarks

 1,106,000

 1,106,000

 Indefinite

 Customer/distribution list

 1,461,300

 1,461,300

 Non-compete agreement

 287,125

 –

 18 months

 Accumulated amortization

 ( 2,488,757
)

 ( 1,918,200
)

 Total

 $
 2,710,568

 $
 2,994,000

 F- 13

 Estimated future amortization as of December 31, 2023 is
as follows:

 Schedule of future amortization

 Year ending December 31,

 2024

 $
 376,287

 2025

 167,493

 2026

 167,493

 2027

 167,493

 2028

 167,493

 Thereafter

 1,664,309

 Total

 $
 2,710,568

 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

 On August 16, 2021, the Company extended its office
space lease with Sunbeam Properties Inc. to rent approximately 5,000 square feet of space in Miramar, Florida. The Company pays $9,027
per month in rent until the end of the extended lease September 30, 2024. The Company has sublet the space to a tenant who pays the Company
$9,097 to occupy the space. The Company incurred lease expense for its operating leases of $ 73,083 and $ 85,629 for the years ended December
31, 2023 and 2022, respectively and Company's remaining lease term relating to its operating lease terminates on September 30, 2024.

 F- 14

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

 The following table presents information about
the amount and timing of liabilities arising from the Company's operating leases as of December 31, 2023:

 Schedule of maturity operating lease liabilities

 Maturity of operating lease liabilities for the following fiscal years:

 2024

 $
 69,330

 Total undiscounted operating lease payments

 69,330

 Less: imputed interest

 2,464

 Present value of operating lease liabilities

 $
 66,866

 The Company's operating leases do not provide
an implicit rate that can readily be determined. Therefore, the Company uses a discount rate based on its incremental borrowing rate of
10%, which is determined using the average of borrowing rates explicitly stated in the Company's convertible debt.

 Note
6 – Notes Payable and Convertible Debentures

 Schedule of notes payable as of:

 Schedule of notes payable

 2023

 2022

 Secured Royalty Participation Agreements (1)

 $
 –

 $
 150,000

 Vehicle and equipment loans (2)

 –

 11,246

 Notes payable (3)

 1,889,321

 285,000

 Total Notes payable

 1,889,321

 446,246

 Convertible notes payable, net of discount (4)

 1,596,960

 482,885

 Total notes payable, net of discount of $ 404,680 and $ 1,823,265 as of December 31, 2023 and 2022, respectively

 $
 3,486,281

 $
 929,131

 (1)

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

 (2)

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

 F- 15

 (3)

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

 On October 20, 2021, the Company issued a pair
 of promissory notes to investors, totaling $ 10,000. These notes were duly settled in their entirety on January 18, 2023 and April 3, 2023,
 respectively. Subsequently, on June 12, 2023, a conversion of principal took place, with $ 275,000 being converted at a rate of $0.05 per
 share, resulting in the issuance of 6,777,121 common shares.

 On May 1, 2023, the Company amended its convertible promissory note
with Sharing Services Global Corporation ("SHRG"), wherein SHRG capitalized $222,556 of accrued interest and waived its conversion
rights as per the original agreement, see below. The promissory note is no longer convertible and is included in the chart above with
plain notes payable. As of December 31, 2023 and 2022, the outstanding balance for the notes amounted to $ 1,278,325 and $ 1,400,000, respectively
accompanied by accrued interest totaling $ 0 and $ 165,000, respectively.

 On July 21, 2023, the Company issued a promissory
 note with an investor for $ 150,000, net of original issue discount of $ 22,600. The note matures in eleven months and accrues interest
 at 13 % per annum. The first nine payments will be in installments of $ 20,241 and the final 2 payments will be $ 7,000 each. On December
 14, 2023, the Company entered into another note with the same terms with this investor for $ 75,000, net of original issue discount of
 $ 14,600. As of December 31, 2023, the Company made $ 101,204 of payments leaving an aggregate principal balance of $ 160,996 and $ 9,660
 of accrued interest.

 On October 24, 2023 and November 20, 2023, the
 Company entered into two notes with an investor for an aggregate principal balance of $ 450,000. The notes mature in March 2025 and accrue
 interest at 12 % per annum. There was $ 3,500 of accrued interest for these notes recorded in accounts payable and accrued expenses on the
 balance sheet as of December 31, 2023. As of December 31, 2023 and 2022, the outstanding balance for the notes amounted to $ 450,000 and $ 0, respectively.

 As of December 31, 2023 and 2022, the outstanding
 balance for these notes stood at $ 1,889,321 and $ 285,000, respectively.

 (4)

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

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

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

 F- 16

 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.

 F- 17

 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, 2023 and 2022 was $ 1,596,960 and $ 482,885, 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.

 Schedule of Derivative Liabilities

 Schedule of derivative liabilities

 Derivative

Liability - Convertible Notes

 Derivative

Liability - Warrants

 Total

 Balance as of January 1, 2022

 $
 1,252,397

 $
 2,972,188

 $
 4,224,585

 Change due to issuances

 3,401,528

 1,964,761

 5,366,289

 Change due to redemptions

 ( 2,850,311
)

 ( 7,246,201
)

 ( 10,096,512
)

 Change in fair value

 840,180

 2,383,091

 3,223,271

 Balance as of December 31, 2022

 2,643,794

 73,839

 2,717,633

 Change due to issuances

 1,393,082

 1,233,201

 2,626,283

 Change due to redemptions

 ( 2,839,923
)

 ( 1,015,307
)

 ( 3,855,230
)

 Change in fair value

 ( 1,196,953
)

 ( 291,733
)

 ( 1,488,686
)

 Balance as of December 31, 2023

 $
 –

 $
 –

 $
 –

 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:

 Schedule of fair value of derivative liabilities
 assumptions

 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%

 F- 18

 Note
8 – Financing Arrangement - Factoring Liability

 During the year ended December 31, 2022, the Company
entered into five non-recourse agreements for the sale of future receipts receiving gross proceeds of $ 528,984 which provides the Company
with the ability to convert our account receivables into cash. Under the terms of the agreements, the Company must pay a specified amount
each day until the financed receivables are fully paid. The agreements have an effective interest rate within the range of approximately
 36 % and 40 %, which includes a discount of $143,446. The outstanding balance is secured by an interest in virtually all assets of the Company,
with a first security interest in accounts receivable.

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

 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 December 31, 2023, there was an outstanding balance of $ 156,194 (December 31, 2022 - $ 292,636) which is presented net of a discount
of $ 12,250 (December 31, 2022 - $ 78,387).

 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 ended December 31, 2023, the
Company issued 6,115,200
shares of common stock, to officers, employees and vendors for services valued at $ 434,025.

 During the years ended December 31, 2023 and
2022, the Company also recognized $ 439,054
and $ 439,053, respectively, of expense relating to the vesting of common stock issued to the Company's Chairman and CEO.

 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).

 Stock issued for loan extension

 On June 8, 2022, the Company issued 100,000 shares
of common stock valued at $ 300,000 to one of its note holders per the loan extension agreement (see Note 6). The Company recognized $ 878,806
loss on extinguishment of the note.

 F- 19

 On July 13, 2022, the Company entered into an
amendment of its original promissory convertible note of September 1, 2021 with the note holder. The terms of the original note was amended
to increase the principal balance of the note by $ 70,833; as well as granting 186,220 warrants and 75,512 common shares as consideration
for a 90-day extension of the note. The common shares were issued to the lender as well as the original 74,488 common shares that were
to be issued upon entering into the original loan agreement dated September 1, 2021. The Company recognized $ 955,658 loss on extinguishment
of the note.

 On August 18, 2022, the Company entered into an
additional amendment of a previous amendment dated May 31, 2022, of its original promissory convertible note executed on September 3,
2021. Under the terms of the new amendment dated August 18, 2022, the note is extended until September 30, 2022 and in exchange, the Company
agreed to provide the noteholder with 200,000 shares of common stock. In addition, the noteholder also agreed to cancel 500,000 warrants
previously issued to the noteholder in exchange for an additional 200,000 shares of Company's common stock. The Company recognized
$ 423,176 loss on extinguishment of the note and a $ 1,183,544 gain on extinguishment upon cancellation of the warrants and derivative liabilities
associated with the warrants.

 On August 26, 2022, the Company cancelled 370,000
warrants previously issued to a note holder in exchange for the 370,000 common shares valued at $ 1,213,710. The Company recognized a $ 4,106,707
gain on extinguishment upon cancellation of the warrants and derivative liabilities associated with the warrants that was partially offset
by a loss on extinguishment of $ 77,960.

 Conversion of convertible notes and accrued
interest to common stock

 On September 19, 2022, the Company, under the
terms of the note, issued 329,670 common shares upon the conversion of $ 148,870 in notes payable plus $ 1,250 in transaction fees. Upon
conversion and settlement of the derivative liability, the Company recognized a $ 214,655 gain on extinguishment.

 On September 20, 2022, the Company, under the
terms of the note, issued 250,438 common shares upon the conversion of $ 100,000 in notes payable. Upon conversion and settlement of the
derivative liability, the Company recognized a $ 100,808 gain on extinguishment.

 On September 29, 2022, the Company, under the
terms of the note, issued 1,355,221 common shares upon the conversion of $ 388,000 in notes payable. Upon conversion and settlement of
the derivative liability, the Company recognized a $ 341,156 gain on extinguishment.

 On December 9, 2022, the Company, under the terms
of the note, issued 256,410 common shares upon the conversion of $ 39,744 in notes payable. Upon conversion and settlement of the derivative
liability, the Company recognized a $ 41,435 gain on extinguishment.

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

 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.

 F- 20

 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.

 Reclassification of derivative liabilities
to APIC

 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
10 – Related Parties

 Notes Payable and Accrued Interest –
Related Parties

 During the period ended December 31, 2023, the
Company entered into the following related party transactions:

 Issued 8,333,333 shares of common stock at $0.05 per share for $ 416,667 in accrued salary for its Chairman and CEO and in addition the Company amortized $ 439,054 of previous stock compensation granted to its Chairman and CEO that is being amortized over 82 months;

 The Company paid $ 120,000 in salary to its President and COO.

 The Company accrued $ 3,500
 in fees payable and issued 2,685,180
 shares of common stock at $0.05 per share for $ 134,259,
 and $7,500 in cash to its Corporate Secretary for legal services.

 The Company paid $ 10,500 in fees to its CFO and accrued $ 18,000 in
 fees payable. The CFO is also the COO of CFO Squad LLC providing financial reporting services to the Company.

 The Company issued 3,663,636 shares of common stock to one of its board members to settle notes payable of $ 150,000 and accrued interest of $ 33,182.

 A company with a common director advanced the Company $ 1,400,000 at
 10% on September 1, 2021 for which the Company accrued $ 144,358 in interest during the year ended December 31, 2023. There was $ 0
 and $ 165,000 of accrued interest in accounts payable and accrued liabilities on the consolidated balance sheet as of December 31,
 2023 and 2022, respectively. This note is also described in Note 6.

 During the year ended December 31, 2022, the Company
entered into the following related party transactions:

 It recognized $ 250,000 in accrued salary for its Chairman and CEO in addition to the Company amortized
$ 439,054 ($ 439,054 in 2021) of previous stock compensation granted to its Chairman and CEO that is being amortized over 10 years;

 On September 7, 2022, the Company granted 974,344 common shares of the Company to past and current directors
for past services with a fair value of $ 2,806,111.

 On December 29, 2022, the Company granted 1,500,000 common shares of the Company to current directors
for current services with a fair value of $ 150,000.

 A current director previously advanced $ 100,000
 with an interest rate of 5% for which the Company accrued $ 7,604
 ($ 7,538
 in 2021) as interest expense and it is also included within accounts payable and accrued liabilities.

 On December 29, 2022, the Company granted its Corporate Secretary 600,000 common shares of the Company
for past services with a fair value of $ 60,000 in addition to $ 8,000 in cash that was paid during the year.

 A company with a common director advanced the Company $ 1,400,000
 at 10% on September 1, 2021 for which the Company accrued $ 140,000
 ($ 35,000
 in 2021) in interest for the year and this amount is included in accounts payable and accrued liabilities. This note is
 also described in Note 6.

 The Company paid its CFO $ 7,500 in fees during the year.

 In addition, as at December 31, 2022, the Company
owes Officers $ 179,509 that is included in accounts payable and accrued liabilities.

 F- 21

 Note 11 – Segment and Geographic Information

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

 The Company is operated and managed geographically,
and management evaluates performance and allocates the Company's resources on a geographic basis. Operating segments' measure
of profitability is based on loss from operations. The accounting policies for the reportable operating segments are the same as for the
Company taken as a whole. The Company has three reportable operating segments: North America (including its subsidiaries in United States
and Canada), Latin America (including subsidiaries in Mexico and Ecuador) and Asia (including its subsidiaries in Malaysia and Taiwan.).

 Information about operating segments is as follows:

 Schedule of information about operating segments

 Year Ended December 31,

 2023

 2022

 Geographic Net Sales:

 $
 1,675,992

 $
 1,547,056

 3,065,274

 2,501,416

 Asia

 180,265

 510,927

 Total Net Sales

 $
 4,921,531

 $
 4,559,399

 Cost of Goods Sold:

 $
 308,607

 $
 279,246

 638,898

 723,544

 Asia

 54,135

 161,228

 Total Cost of Goods Sold:

 $
 1,001,640

 $
 1,164,018

 Operating Expenses:

 $
 5,166,285

 $
 6,057,305

 2,662,950

 1,823,365

 Asia

 315,202

 538,091

 Total Operating Expenses

 $
 8,144,437

 $
 8,418,761

 Loss from operations:

 $
 ( 3,798,900
)

 $
 ( 4,789,494
)

 ( 236,574
)

 ( 45,493
)

 Asia

 ( 189,072
)

 ( 188,393
)

 Total Loss from Operations

 $
 ( 4,224,546
)

 $
 ( 5,023,380
)

 Total Assets by Geographic Location

 $
 3,451,192

 $
 3,986,976

 163,830

 198,609

 Asia

 68,249

 81,356

 Total Assets

 $
 3,683,271

 $
 4,266,941

 F- 22

 Note 12 – Commitments and Contingencies

 Legal proceedings

 On August 6, 2019,
Ray Carter, the former CEO prior to the Company's Bankruptcy, filed a lawsuit against the Company's subsidiary Stemtech
HealthSciences, alleging unpaid salary and vacation time dating to a period predating the Company's current management team
taking control in 2018. Mr. Carter's claim is in the amount of $267,000. The Company has counter-sued Ray Carter personally
and deems this matter non-meritorious. At the same time, the Company has accrued $ 267,000 which is included in accounts payable and
accrued liabilities in the consolidated balance sheets at December 31, 2023 and 2022. Mr. Carter's request for Summary
Judgment was dismissed by the Court on March 3, 2023.

 In the opinion of management, the resolution of
this matter, if any, will not have a material adverse impact on the Company's consolidated financial position or consolidated results
of operations.

 Note 13 – Income Taxes

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

 The FASB has issued ASC 740 clarifies the accounting
for uncertainty in income taxes recognized in an enterprise's financial statements. This standard requires a company to determine
whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position.

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

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

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

 Schedule of domestic and foreign components of income

 Year Ended

 Year Ended

 December 31, 2023

 Domestic

 $
 ( 4,994,976
)

 $
 ( 8,551,252
)

 Foreign

 ( 437,003
)

 14,042

 Loss before provision for income taxes

 $
)

 $
 ( 8,537,210
)

 F- 23

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

 Schedule of reconciliation of income tax expense

 Year Ended

 Year Ended

 December 31, 2023

 Loss before income taxes

 $
)

 $
 ( 8,537,210
)

 Tax expense (benefit) under statutory US tax rates

 ( 1,140,716
)

 ( 1,792,814
)

 Increase (decrease) in taxes resulting from:

 Increase in valuation allowance

 672,813

 2,697,747

 Foreign tax rate differential

 79,780

 110,120

 Permanent differences

 435,797

 ( 495,637
)

 State taxes

 ( 47,674
)

 ( 423,798
)

 Provision (benefit) for income taxes

 $
 –

 $
 95,618

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

 Schedule of deferred taxes

 December 31, 2023

 Deferred tax assets (liabilities)

 Net operating loss carryforwards

 $
 6,385,854

 $
 6,132,841

 Stock-based compensation

 2,098,976

 1,664,597

 Intangibles

 ( 70,768
)

 ( 83,111
)

 Depreciation

 ( 1,986
)

 ( 1,986
)

 Other

 ( 27,130
)

 ( 209
)

 Total deferred tax assets

 8,384,945

 7,712,132

 Valuation allowance

 ( 8,384,945
)

 ( 7,712,132
)

 Net deferred tax assets

 $
 –

 $
 –

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

 Note 14 –
Subsequent Events

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

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

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

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

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

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

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

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

 F- 24

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

 None.

 Item 9A(T). Controls and Procedures.

 A. Disclosure Controls and Procedures

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

 An evaluation was conducted under the supervision
and with the participation of management of the effectiveness of the design and operation of our disclosure controls and procedures as
of December 31, 2022. Based on that evaluation, management concluded that Stemtech's disclosure controls and procedures were adequate
as of such date to ensure that information required to be disclosed in the reports that Stemtech files or submits under the Exchange Act,
is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed
that there was no change in Stemtech's internal control over financial reporting during the fiscal year that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.

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

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

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

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

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

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

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

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

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

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

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

 C. Changes in Internal Control over Financial
Reporting.

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

 Item 9B. Other Information.

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

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

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

 Name

 Position

 Age

 Held Position Since

 John W. Meyer

 Director, President & COO

 August 19, 2021

 Charles S. Arnold

 Director, CEO

 August 19, 2021

 John Thatch

 Director

 September 17, 2021

 Benjamin Kaplan

 Director

 September 17, 2021

 Darryl V. Green

 Director

 September 17, 2021

 James Cardwell

 CFO

 September 5, 2021

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

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

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

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

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

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

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

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

 Involvement in Certain Legal Proceedings

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

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

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

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

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

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

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

 (b) Identify Significant Employees

 Mr. Charles S. Arnold, CEO, is dedicated
full-time to Stemtech. He also serves on other company Boards. Mr. Arnold draws no salary however his compensation is taken in
shares of stock or debt.

 Mr. John W. Meyer is Stemtech's President
and Chief Operating Officer. Mr. Meyer devotes his full time to our business.

 (c) Family Relationships

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

 (d) Involvement in Certain Legal Proceedings

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

 a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;

 convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

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

 subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, or to be associated with persons engaged in any such activity;

 found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

 found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

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

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

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

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

 (f) Nomination Procedure for Directors

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

 (g) Audit Committee Financial Expert

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

 (h) Identification of Audit Committee

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

 (i) Code of Ethics

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

 Item 11. Executive Compensation

 The following table sets forth the compensation
paid to our officers for the years ended December 31, 2023 and 2021. This information includes the dollar value of base salaries, bonus
awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation
awarded to, earned by, or paid to named executive officers.

 Summary Compensation Table

 Stock

 All Other

 Name and Principal Position

 Year

 Salary

 Bonus

 Awards

 Compensation

 Total

 Charles S. Arnold, Director, CEO

 2023

 $
 250,000

 $
 –

 1,255,837

 $
 –

 $
 1,505,837

 2022

 $
 250,000

 $
 –

 $
 –

 $
 689,054

 John W. Meyer, President & COO

 2023

 $
 120,000

 $
 –

 –

 $
 –

 $
 120,000

 2022

 $
 120,000

 $
 –

 109,526

 $
 –

 $
 229,526

 James S. Cardwell, CFO

 2023

 $
 22,500

 $
 –

 –

 $
 –

 $
 22,500

 2022

 $
 7,500

 $
 –

 –

 $
 –

 $
 7,500

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

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

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

 The information contained in this table is as
of May 15, 2024. At that date, we had 116,769,707 shares of common stock outstanding.

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

 Name of Beneficial Owner and address (1)

 Amount and Nature of Beneficial Ownership

 Percent of

 Ownership

 Named Executives and Directors

 Charles Arnold (2)

 18,240,016

 15.7%

 John W. Meyer

 1,644,302

 1.5%

 James Cardwell

 900,000

 *

 Helmut Forero

 500,000

 *

 John Thatch (3)

 2,854,173

 2.5%

 Darryl V Green

 8,605,573

 7.4%

 Benjamin Kaplan (4)

 4,678,680

 4.1%

 All directors and Named Executive Officers as a group (8 persons)

 37,422,745

 31.7%

 Over 5% Shareholders

 Javad Abbasi (5)

 6,538,748

 5.6%

 Leviston Resources, LLC (6)

 12,875,748

 9.9%

 Over 5% Shareholders

 19,414,496

 15.5%

 * Less than 1%.

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

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

 (3) Includes shares underlying vested warrants of
1,400,00 issued by the Company and 154,173 indirect shares owned through a related party held by American Pacific Bancorp (DSS).

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

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

 (6) Includes shares underlying vested warrants of
12,875,748 issued by the Company.

 Changes in Control

 None.

 Item 13. Certain Relationships and Related
Transactions.

 Director Independence

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

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

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

 Stemtech has also adopted this definition for
the independence of the members of its audit committee. John W. Meyer our President &COO and Charles S. Arnold, our CEO are the sole
members of Stemtech's audit committee as a result of being the sole director. Stemtech's board of directors has determined
that neither Messrs. Meyer nor Arnold qualifies "independent" for purposes of Rule 4200(a)(15) of the NASDAQ Manual, applicable
to audit, compensation and nominating committee members, and is "independent" for purposes of Section 10A(m)(3) of the Securities
Exchange Act.

 Item 14. Principal Accountant Fees and Services.

 Audit Fees

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

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

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

 approved by our board of directors who are capable of analyzing and evaluating financial information; or

 entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.

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

 Item 15. Exhibits, Financial Statement Schedules.

 1.

 Financial Statements

 Consolidated financial statements of Stemtech have been included in Item 8 above.

 2.

 Financial Statement Schedules

 All schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted from this Item 15.

 3.

 Exhibits

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

 Exhibit

 Description

 Status

 3.1

 Articles of Incorporation and Certificate of Amendment, filed as an exhibit to Globe Net's registration statement on Form S-1 filed on February 11, 2011, and incorporated herein by reference.

 Filed

 3.2

 By-Laws, filed as an exhibit to Globe Net's registration statement on Form S-1 filed on February 11, 2011, and incorporated herein by reference.

 Filed

 10.1*

 MCUS Amended Promissory Note dated April 11, 2023.

 10.2 *

 Securities Purchase Agreement dated August 29, 2022.

 Code of Ethics, filed as an exhibit to Globe Net's 2010 registration statement on Form S-1 filed on February 11, 2011, and incorporated herein by reference.

 Filed

 List of subsidiaries

 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 101 *

 * In accordance with Rule 402 of Regulation S-T,
statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18
of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 Exhibit 31.1*

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

 Exhibit 31.2*

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

 Exhibit 32.1**

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

 Exhibit 32.2**

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

 101.INS***

 101.SCH***

 101.CAL***

 101.DEF***

 101.LAB***

 101.PRE***

 ______________

 *

 Filed herewith.

 **

 Furnished herewith.

 ***

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

 SIGNATURES

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

 Date: July 10, 2024

 By:

 /s/ Charles S. Arnold

 Charles S. Arnold

 Title:

 Chief Executive Officer

 (Principal Executive Officer)

 Date: July 10, 2024

 By:

 /s/James S. Cardwell

 James S. Cardwell

 Title:

 Chief Financial Officer

 (Principal Financial Officer)