STEMTECH CORPORATION 10-K

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 2024-10-01

 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

 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)

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

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

 Indicate by check mark whether
the registrant has submitted 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.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

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

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

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

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

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

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

 As of June 30,
2025, the registrant had 142,443,444
shares of common stock with par value $0.001 issued and outstanding.

 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 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 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

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Some of the statements contained in this annual
report may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements
include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may," "might,"
"plan," "possible," "potential," "predict," "project," "should,"
"would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking.

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

 The
implementation of our strategic plans for our business;

 Our
financial performance;

 Developments
relating to our competitors and our industry, including the impact of government regulation;

 Estimates
of our expenses, future revenues, capital requirements and our needs for additional financing; and

 Other
risks and uncertainties, including those listed under the captions " Business," " Risk Factors," and " Management's Discussion and Analysis of Financial Condition and Results of Operations."

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

 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. In January 2025, The Company introduced Cellect One Shield HOCL – (Hypochlorous Acid) skin care product.

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

 Basis of Presentation

 The accompanying consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.
GAAP"). The summary of significant accounting policies presented below is designed to assist in understanding the Company's
consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company's
management, who is responsible for their integrity and objectivity. All intercompany accounts and transactions have been eliminated in
consolidation. The consolidated financial statements include the accounts of Stemtech Corporation (Parent) and its thirteen (13) subsidiaries:

 1.
 Stemtech HealthSciences Corp (U.S.A.) ("Stemtech HealthSciences")

 2.
 Stemtech IP Holdings, LLC (U.S.A.)

 3.
 Stemtech Canada, Inc. ("Canada")

 4.
 Stemtech Health Sciences S. de R.L. de C.V. ("Mexico")

 5.
 Stemtech Services SARL de C.V. (Mexico) ("Stemtech Mexico")

 6.
 Tecrecel Mexico SA de CV ("TME")

 7.
 Stemtech Malaysia Holdings Sdn. Bhd. ("Malaysia Holdings")

 8.
 Stemtech Malaysia Sdn. Bhd. ("Malaysia")

 9.
 Stemtech Taiwan Holding, Inc. ("Taiwan")

 10.
 Stemtech Taiwan Branch

 11.
 Tecrecel S.A. ("Ecuador")

 12.
 Food & Health Tech Foodhealth SA ("FHT Ecuador")

 13.
 Life Factor Research ("LFR")

 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.

 Risk Management

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

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

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

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

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

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

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

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

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

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

 Item 2. Properties.

 Not Applicable.

 Item 3. Legal Proceedings.

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

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

 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

 $
 0.03

 $
 0.02

 March 31, 2024

 $
 0.10

 $
 0.03

 June 30, 2024

 $
 0.06

 $
 0.04

 September 30, 2024

 $
 0.06

 $
 0.03

 $
 0.06

 $
 0.04

 Holders of Stemtech's Common Stock

 The Company had 112
registered holders of its common stock as of June 24, 2025.

 Dividends

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

 Recent Sales of Unregistered Securities

 None.

 Penny Stock Rules

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

 These rules require that any broker-dealer
who 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 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. 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") in exchange
for the issuance of 37,060,000 shares of the Company, approximately 85% of the issued and outstanding shares of the Company. On November
19, 2021, the Company adopted an Amendment to its Articles changing the name of the Corporation to Stemtech Corporation in the state of
Nevada, and on April 14, 2022, FINRA gave final approval for said name change. Stemtech has pioneered and patented a whole new category
of stem cell dietary supplements.

 Stemtech's patented, advanced Stem Cell
Nutrition formulations are one-of-a-kind natural products designed to help support the three most important aspects of stem cell physiology
found in our RCM System: 1) Releasing the body's own stem cells slowing down the bodies aging process; 2) their Circulation in the
blood; and 3) Migration into tissues, where they can perform their daily anti-aging and longevity function of renewal and rejuvenation
for optimal health. We harness the incredible power of adult stem cells. How does this work? Adult stem cells are released from your body's
own bone marrow into the bloodstream, they then circulate in the bloodstream and flow into the tissues and organs most in need. As they
arrive, the adult stem cells migrate into the tissues, reproduce and become new, healthy cells of those tissues. This process takes place
every single day, even without tissue damage, as part of the natural renewal system of the body. It is important to understand that Stemtech's
patented products do not contain stem cells. They are composed of all-natural plant-based botanicals and other ingredients that have been
clinically documented to support the release and performance of your own adult stem cells essentially allowing the human body to heal
itself naturally. Stemtech also offers our all-natural OraStem toothpaste, which is a tooth whitener, breath freshener,
anti-microbial, stem cell attracting and promotes good gum health. OraStem prevents bacteria from further entering the body and spreading
germs to vital organs.

 In December 2022, our new Cellect One
Rapid Renew Stem Cell Peptide Night Cream. The Night Cream is a Stemtech proprietary formula containing an FDA patented ingredient, Red
Oak Bark, which enables deep penetration to promote good skin health. In 2025, we introduced Cellect One Shield: HOCL
(Hypochlorous Acid) skin care mist, which supports healthier skin, kills germs as a disinfectant, supports wound care and odor elimination.
Stemtech announced it will introduce StemPets, a pet supplement like our RCM for humans to our furry family members in April 2025.
The global pet industry is a $303 Billion market.

 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 Force, and we invest much energy in growing our IBPs. Post funding, Stemtech is projecting the addition
of 30,000 new independent business partner reps over the next 12 to 24 months, adding to the existing IBPs. IBPs are incentivized to build
their network, attracting additional industry leaders. IBPs are a testimonial to our product and business model, lowering our customer
acquisition costs. Our IBPs offer highly flexible yet steady income which is most adapted to todays "Laptop & Cellphone Lifestyle",
with structured and organized weekly Corporate training calls, a personalized website, back-office tracking, oversight and management
Tools, Reports, Training Materials and Social Sharing. Management conservatively believes we can reinvigorate sales to be more consistent
with the company's previous revenue historically, as Stemtech has been recognized 4 times in the Inc 5000 Magazine's list
of fastest growing companies. Below this IBP level, we plan to have our "DTC" (Direct To Consumer) network marketing Distribution
model. This integrative model allows us an immediate global presence and ability to operate in multiple countries on every continent.
With a 10% money back guarantee, This method requires no up-front or required buy-in of inventory by customers, with monthly shipments
available for known recurring sales. This platform has us now operating at the intersection of the ecommerce economy, social economy and
gig economy.

 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, 2024 Compared
to the Year Ended December 31, 2023.

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

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

 During the years ended December
31, 2024 and 2023, total non-operating expenses were $1,386,274 and $1,207,433, respectively, reflecting a modest increase of $178,841.
This increase was primarily due to the absence in 2024 of gains from the change in fair value of derivative liabilities and settlements
of derivative liabilities, which contributed $1,488,686 and $1,366,298, respectively, in 2023. Offsetting this impact, interest expense
decreased significantly to $1,579,370 in 2024 from $4,893,033 in 2023, reflecting improved debt management and reduced financing costs.
We also recognized a gain on extinguishment of debt of $107,733 in 2024, compared to $814,132 in the prior year. Other income and expenses,
net, increased modestly to $85,363 in 2024 from $16,484 in 2023.

 Our net loss for the years ended December
31, 2024 and 2023 was $3,772,701 and $5,431,979, respectively. The year-over-year improvement in net loss was primarily driven by reductions
in operating expenses and interest expense, partially offset by the absence of derivative-related gains recognized in the prior year as
mentioned 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 $3,772,701 and $5,431,979
for the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, we met our short-term liquidity
needs through existing cash reserves and financing activities. These included proceeds from notes payable of $274,689, net proceeds from
a factoring arrangement of $529,667, and stock issued for cash of $474,812. These inflows were partially offset by repayments of notes
payable totaling $282,034. As a result, net cash provided by financing activities was $1,079,110 for the year.

 As of December 31, 2024, our current
assets totaled $921,746, compared to $400,710 as of December 31, 2023, reflecting an improvement in liquidity. Our current liabilities
increased to $9,009,049 as of December 31, 2024, from $6,462,036 at December 31, 2023. The increase was primarily driven by financing
obligations and trade-related payables. Current liabilities as of December 31, 2024, consisted of $4,518,391 in accounts payable and accrued
expenses, $1,769,583 in convertible notes payable, $2,046,001 in non-convertible notes payable, $673,611 in factoring liabilities, and
$1,463 in deferred revenues.

 Stockholders' deficit increased
to $5,226,804 as of December 31, 2024, from $2,778,765 as of December 31, 2023. The increase was primarily due to the net loss incurred
during the year, partially offset by the conversion of convertible notes and the reclassification of derivative liabilities to equity.

 Cash Flows from Operating Activities

 We have not generated positive cash
flows from operating activities. For the year ended December 31, 2024, net cash used in operating activities was $601,198, primarily due
to a net loss of $3,772,701 partially offset by non-cash adjustments of $1,789,721 and changes in working capital.

 The non-cash adjustments included depreciation
and amortization of $344,466, amortization of right-of-use assets of $70,820, stock compensation expense of $440,256, amortization of
debt discount of $362,404, stock issued for services of $746,374, and a loss on extinguishment of debt of $107,733, partially offset by
a $66,866 adjustment for operating lease liabilities.

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

 Cash Flows from Financing Activities

 We have financed our operations primarily
through the issuance of common stock and proceeds from debt arrangements. For the year ended December 31, 2024, net cash provided by financing
activities was $1,079,110. This included $274,689 in proceeds from notes payable, $81,976 from related party notes, $529,667 from a factoring
arrangement, and $474,812 from the issuance of common stock. These inflows were partially offset by repayments of notes payable totaling
$282,034.

 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
entered into a Senior Secured Convertible Promissory Note with Leviston Resources, LLC for a maximum principal amount of up to $7,000,000,
subject to disbursement at the lender's discretion. To date, Leviston Resources LLC has disbursed four tranches totaling $1,561,660,
consisting of $1,000,000, $250,000, $250,000, and $61,660, respectively. The latest disbursement adheres to the terms of the note and
prior funding obligations. The note bears interest at 7% per annum and is convertible into common stock at a conversion price initially
set at 125% of the closing bid price on the disbursement date, subject to adjustment thereafter.

 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

2024

 Page

 Financial Statements

 Report of Independent Registered Public Accounting Firm

 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

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 Board of Directors and Shareholders

 Stemtech Corporation and Subsidiaries

 Opinion on the Financial Statements

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

 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.

 Basis for Opinion

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

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

 Critical Audit Matters

 Critical audit matters are matters arising from the current period
audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgements. We determined that there are no critical audit matters.

 /s/ Bush & Associates CPA LLC

 We have served as the Company's auditor since 2024.

 Henderson, Nevada

 June 30, 2025

 PCAOB ID Number 6797

 F- 1

 Consolidated
Balance Sheets

 ASSETS

 CURRENT ASSETS:

 Cash

 $
 255,298

 $
 114,166

 Accounts receivable, net

 269,749

 61,494

 Inventory, net

 197,355

 48,325

 Prepaid expenses and other current assets

 199,344

 176,725

 TOTAL CURRENT ASSETS

 921,746

 400,710

 Property and equipment, net

 –

 10,056

 Intangible assets, net

 2,376,158

 2,710,568

 Other long term assets

 –

 –

 Long term deposits

 16,932

 23,708

 Operating lease right-of-use assets - net

 –

 70,820

 Goodwill

 467,409

 467,409

 Intercompany

 –

 –

 TOTAL ASSETS

 $
 3,782,245

 $
 3,683,271

 LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES:

 Accounts payable and accrued expenses

 $
 4,518,391

 $
 2,708,906

 Notes payable

 2,046,001

 1,889,321

 Convertible debentures, net of discount

 1,769,583

 1,596,960

 Operating lease liabilities - current

 –

 66,866

 Deferred revenues

 1,463

 56,039

 Factoring liability

 673,610

 143,944

 Derivative liability

 –

 –

 TOTAL CURRENT LIABILITIES

 9,009,049

 6,462,036

 Notes payable - Long term

 –

 –

 Operating lease liabilities - noncurrent

 –

 –

 Other long term liabilities

 –

 –

 TOTAL LIABILITIES

 9,009,049

 6,462,036

 COMMITMENTS AND CONTINGENCIES (Note 10)

 –

 STOCKHOLDERS' EQUITY

 Common stock - $ 0.001 par value; 200,000,000 shares authorized; 135,756,053 and 104,988,853 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

 135,756

 104,989

 Additional paid in capital

 26,357,396

 24,726,722

 Accumulated other comprehensive loss

 ( 146,277
)

 190,503

 Accumulated deficit

 ( 30,831,052
)

 ( 27,061,486
)

 Stemtech Corporation shareholders' deficit

 ( 4,484,176
)

 ( 2,039,272
)

 Non-controlling interest in subsidiaries

 ( 742,628
)

 ( 739,493
)

 –

 –

 TOTAL STOCKHOLDERS' EQUITY

 ( 5,226,804
)

 ( 2,778,765
)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 3,782,245

 $
 3,683,271

 See accompanying Notes to Consolidated Financial Statements

 F- 2

 Consolidated Statements of Operations
and Comprehensive Loss

 For The Twelve Months Ending

 December
 31,

 2024

 2023

 NET SALES

 $
 5,053,690

 $
 4,921,531

 COST OF GOODS SOLD:

 Cost of goods sold

 1,216,413

 731,339

 Freight-in

 109,931

 270,301

 TOTAL COST OF GOODS SOLD

 1,326,344

 1,001,640

 GROSS PROFIT

 3,727,346

 3,919,891

 OPERATING EXPENSES:

 Commissions

 780,772

 1,187,027

 Selling and marketing

 99,178

 504,075

 General and administrative

 5,233,823

 6,439,537

 Research and development

 –

 13,800

 TOTAL OPERATING EXPENSES

 6,113,773

 8,144,439

 OPERATING LOSS

 ( 2,386,427
)

 ( 4,224,548
)

 OTHER INCOME (EXPENSE):

 Change in fair value of derivative liability

 –

 1,488,686

 Interest expense

 ( 1,579,370
)

 ( 4,893,033
)

 Other income and expenses, net

 85,363

 16,484

 Gain on settlement of derivative liabilities

 –

 1,366,298

 Gain (loss) on extinguishment of debt

 107,733

 814,132

 Loss on disposal of assets

 –

 –

 TOTAL OTHER INCOME (EXPENSE)

 ( 1,386,274
)

 ( 1,207,433
)

 INCOME (LOSS) BEFORE INCOME TAXES

)

)

 PROVISION FOR INCOME TAXES

 –

 –

 NET LOSS

)

)

 NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS

 ( 3,135
)

 ( 1,734
)

 NET LOSS AVAILABLE TO COMMON
 STOCKHOLDERS

 $
)

 $
)

 Net loss per common share

 Basic

 $
 ( 0.03
)

 $
 ( 0.07
)

 Diluted

 $
 ( 0.03
)

 $
 ( 0.07
)

 Shares used to compute loss per share

 Basic

 118,697,641

 83,469,544

 Diluted

 118,697,641

 83,469,544

 Comprehensive loss

 $
)

 $
)

 Change in foreign currency translation adjustments

)

 Comprehensive loss available to common stockholders

 $
 ( 4,106,346
)

 $
 ( 4,991,982
)

 See accompanying Notes to Consolidated Financial Statements

 F- 3

 Consolidated Statements of
Changes in Stockholders' Deficit

 For the Years Ended December 31, 2024 and 2023

 Accumulated

 Other

 Non-

 Total

 Common Stock

 Additional

 Accumulated

 Comprehensive

 controlling

 Stockholders'

 No. of Shares

 Amount

 Paid-in Capital

 Deficit

 Income (Loss)

 Subtotal

 Interest

 Deficit

 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

 Issuance of stock for cancellation of options

 510,000

 19,380

 19,890

 19,890

 Foreign currency translation adjustment

 –

 –

 –

 –

 –

 Loss attributable to non-controlling interests

 –

 –

 –

 –

 –

 –

 ( 1,734
)

 ( 1,734
)

 –

 –

 –

)

 –

)

 –

)

 Balance at December 31, 2023

 104,988,853

 $
 104,989

 $
 24,726,722

 $
 ( 27,061,486
)

 $
 190,503

 $
 ( 2,039,272
)

 $
 ( 739,493
)

 $
 ( 2,778,765
)

 Balance at December 31, 2023

 104,988,853

 $
 104,989

 $
 24,726,722

 $
 ( 27,061,486
)

 $
 190,503

 $
 ( 2,039,272
)

 $
 ( 739,493
)

 $
 ( 2,778,765
)

 Stock based compensation

 –

 –

 –

 –

 –

 Stock issued for services

 18,775,140

 18,775

 727,599

 –

 –

 746,374

 –

 746,374

 Conversion of convertible notes and accrued interest to common stock

 11,992,060

 11,993

 462,819

 –

 –

 474,812

 –

 474,812

 Settlement of accrued liabilities for common stock

 –

 –

 –

 –

 –

 –

 –

 –

 Stock issued for LFR Acquisition

 –

 –

 –

 –

 –

 –

 –

 –

 Reclassification of derivative liabilities to APIC

 –

 –

 –

 –

 –

 –

 –

 –

 Foreign currency translation adjustment

 –

 –

 –

 –

)

)

 –

)

 Non-controlling interest

 –

 –

 –

 –

 –

 –

 ( 3,135
)

 ( 3,135
)

 –

 –

 –

)

 –

)

 –

)

 Balance at December 31, 2024

 135,756,053

 $
 135,756

 $
 26,357,396

 $
 ( 30,831,052
)

 $
 ( 146,277
)

 $
 ( 4,484,176
)

 $
 ( 742,628
)

 $
 ( 5,226,804
)

 See accompanying Notes to Consolidated Financial Statements

 F- 4

 Consolidated Statements
of Cash Flows

 For the
 year Ended December 31,

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES

 $
)

 $
)

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

 Depreciation and amortization

 344,466

 587,797

 Amortization of right of use asset

 70,820

 71,981

 Operating lease liabilities

 ( 66,866
)

 –

 Stock compensation expense

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

 –

 1,623,579

 Amortization of debt discount

 362,404

 2,797,403

 Change in fair value of derivative liabilities

 –

 ( 1,488,686
)

 Gain (loss) on settlement of derivative liabilities

 –

 ( 1,366,298
)

 Cancellation of shares returned by shareholders

 –

 19,890

 Stock issued for services

 746,374

 434,025

 (Gain) loss on extinguishment of debt

 ( 107,733
)

 ( 814,132
)

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

 Accounts receivable

 ( 208,255
)

 ( 26,727
)

 Inventory

 ( 149,030
)

 109,728

 Prepaid expenses and other current assets

 ( 22,619
)

 110,338

 Accounts payable and accrued expenses

 1,809,486

 957,056

 Long term deposits

 6,776

 ( 643
)

 Operating lease liabilities

 –

 ( 75,267
)

 Deferred revenues

 ( 54,576
)

 16,869

 Net cash used in operating activities

 ( 601,198
)

 ( 2,036,012
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of property and equipment

 –

 –

 Net cash used in investing activities

 –

 –

 CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from notes payable

 274,689

 2,236,000

 Net proceeds from factoring arrangement

 529,667

 ( 189,700
)

 Repayment of note payable

 ( 282,034
)

 ( 466,872
)

 Stock issued for cash

 474,812

 –

 Proceeds from note payable - related
 parties

 81,976

 –

 Net cash provided (used) by financing
 activities

 1,079,110

 1,579,428

 Effects of currency translation on cash

)

 Net increase (decrease) in cash

 141,132

 ( 18,321
)

 Cash, beginning of period

 114,166

 132,487

 Cash, end of period

 $
 255,298

 $
 114,166

 Supplemental disclosure cash flow information:

 Cash paid for interest

 $
 6,821

 $
 6,821

 Cash paid for income taxes

 $
 –

 $
 –

 Supplemental noncash transactions

 Stock issued for LFR Acquisition

 $
 –

 $

 Issuance of common stock for
 conversion of debt

 $
 –

 $
 2,403,453

 Settlement of accrued liabilities
 for common stock

 $
 –

 $
 807,076

 Reclassification of derivative
 liabilities to APIC

 $
 –

 $
 1,011,451

 Recognition of right of use
 asset - operating lease

 $
 –

 $
 –

 See accompanying Notes to Consolidated Financial Statements

 F- 5

 STEMTECH CORPORATION

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2024

 Note 1 – Organization and Basis
of Presentation

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

 On August 19, 2021, Stemtech Corporation
(" Stemtech "), a Delaware corporation, entered into a Merger Agreement (the " Merger Agreement ") with
Globe Net Wireless Corp. (" Globe Net " or " GNTW "). The merger was accounted for as a reverse acquisition
and recapitalization in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") 805, Business Combinations. Management evaluated the guidance contained in ASC 805 with respect to the identification
of the acquirer in the merger and concluded, based on a consideration of the pertinent facts and circumstances, that Stemtech acquired
Globe Net for financial accounting 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 thirteen (13) subsidiaries:

 1.
 Stemtech HealthSciences Corp (U.S.A.) ("Stemtech HealthSciences")

 2.
 Stemtech IP Holdings, LLC (U.S.A.)

 3.
 Stemtech Canada, Inc. ("Canada")

 4.
 Stemtech Health Sciences S. de R.L. de C.V. ("Mexico")

 5.
 Stemtech Services SARL de C.V. (Mexico) ("Stemtech Mexico")

 6.
 Tecrecel Mexico SA de CV ("TME")

 7.
 Stemtech Malaysia Holdings Sdn. Bhd. ("Malaysia Holdings")

 8.
 Stemtech Malaysia Sdn. Bhd. ("Malaysia")

 9.
 Stemtech Taiwan Holding, Inc. ("Taiwan")

 10.
 Stemtech Taiwan Branch

 11.
 Tecrecel S.A. ("Ecuador")

 12.
 Food & Health Tech Foodhealth SA ("FHT Ecuador")

 13.
 Life Factor Research ("LFR")

 F- 6

 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.

 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 $ 30.8 million and a
working capital deficiency of approximately $ 8.1 million at December 31, 2024. The Company has funded its activities to date almost exclusively
from debt and equity financing. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
The 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 cash equivalents $ 255,298 and $ 114,166 as of December 31, 2024 and 2023. The Company maintains certain cash balances at several
institutions located outside the United States. The Company has not experienced any losses in such accounts and believes it is not exposed
to any significant credit risk.

 F- 7

 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, 2024 and 2023.

 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, 2024 and 2023 using the applicable classification criteria enumerated
under ASC 815, Derivatives and Hedging. See Note 7 – Derivative Liabilities

 F- 8

 Impairment of Long-Lived Assets

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

 Revenue Recognition

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

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

 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, 2024
and 2023, the Company had a reserve for sales returns of approximately $ 0 and $ 7,000, which is included in accrued liabilities in the
accompanying consolidated balance sheets.

 We offer various incentives to
our IBPs, such as volume bonuses, commissions, and promotional discounts. These are considered part of variable consideration and are
estimated at the time of sale. The estimate is based on historical trends and our current compensation plans and is recognized as a reduction
to revenue.

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

 We regularly monitor and
update these estimates to ensure our revenue recognition remains accurate and consistent with accounting standards.

 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.

 F- 9

 Foreign Currency Translation

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

 Leases

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

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

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

 Income Tax

 The Company accounts for income
taxes in accordance with ASC 74, Income Taxes. Accordingly, deferred income taxes are determined utilizing the asset and liability
method based on the estimated future tax effects of differences between financial accounting and the 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 2024 and 2023 consolidated
financial statements and did not recognize any liability with respect to unrecognized tax positions in its consolidated balance sheet.

 F- 10

 Business Combinations

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

 Fair Value of the Acquired Assets

 The Company accounted for the acquisitions
discussed in Note 4 as business combinations using the acquisition method of accounting as prescribed in ASC 805 and ASC 820. In accordance
with ASC 805 and ASC 820, the Company assigned fair value to the tangible and intangible assets acquired, identifiable intangible assets
and liabilities assumed as of the acquisition dates. Goodwill as of the acquisition date is measured as the excess of purchase consideration
over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed.

 Segment Information

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

 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.

 F- 11

 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, 2024 and 2023, 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.

 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

 2024

 2023

 Finished goods

 $
 197,355

 $
 48,325

 Raw materials

 –

 –

 Total Inventory

 $
 197,355

 $
 48,325

 F- 12

 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 purchase
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.

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

 LFR Acquisition

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

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

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

 Schedule of allocation of purchase price of the acquisition

 Tangible Assets Acquired:

 Allocation

 Cash and cash equivalents

 $
 2,171

 Inventory

 6,099

 Accounts payable and Accrued liabilities

 ( 23,475
)

 Net Tangible Assets Acquired

 $
 ( 15,205
)

 Intangible Assets Acquired:

 Non-compete Agreement

 287,125

 Total Fair Value of Assets Acquired

 $

 Consideration:

 Common Stock

 Goodwill

 $
 –

 F- 13

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

 Schedule of acquired intangible assets

 December
 31, 2024

 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

 287,125

 18 months

 Accumulated amortization

 ( 2,823,168
)

 ( 2,488,757
)

 Total

 $
 2,376,158

 $
 2,710,568

 Estimated future amortization as of December 31, 2024 is as follows:

 Schedule of estimated future amortization

 Year ending December 31,

 2025

 $
 167,493

 2026

 167,493

 2027

 167,493

 2028

 167,493

 Thereafter

 1,664,309

 Total

 $
 2,334,281

 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

 F- 14

 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 $ 0 and $ 70,820 for the years ended December 31, 2024 and 2023, respectively and Company's remaining lease term relating
to its operating lease terminates on September 30, 2024.

 Note 6 – Notes Payable and Convertible Debentures

 Schedule of notes payable
as of:

 Schedule of notes payable

 2024

 2023

 Notes payable (1)

 $
 2,046,001

 $
 1,889,321

 Total Notes payable

 2,046,001

 1,889,321

 Convertible notes payable, net of discount (2)

 1,769,583

 1,596,960

 Total notes payable, net of discount of $ 2,046,001 and $ 1,889,321 as of December 31, 2024 and 2023, respectively

 $
 3,815,584

 $
 3,486,281

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

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

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

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

 F- 15

 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).

 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.

 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).

 F- 16

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

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

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

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

 As of December 31, 2024, the company owed outstanding
principal balance of convertible promissory notes $ 106,009 and $ 25,000 to its Chief Operating officer and President Mr. John W Meyer and
Director Mr. Darryl V Green.

 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.

 As of December 31, 2024
and December 31, 2023, the Company had no derivative liabilities outstanding.

 Note 8 – Financing Arrangement
- Factoring Liability

 During the year ended December
31, 2024, the Company entered into various non-recourse agreements for the sale of future receipts for gross proceeds of $ 1,630,487, receiving
$ 947,101 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, 2024, there was an outstanding balance of $ 673,611 compared to $ 143,944 as of December 31, 2023.

 F- 17

 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, 2024, the Company issued 18,775,140 shares of common stock, to officers, employees and vendors for services valued at $ 746,374.

 During the years ended December
31, 2024 and 2023, the Company also recognized $ 440,256 and $ 439,054, respectively, of expense relating to the vesting of common stock
issued to the Company's Chairman and CEO.

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

 Note 10 – Related Parties

 Notes Payable and Accrued Interest – Related Parties

 Year Ended December 31, 2024

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

 During the year 2024, John W. Meyer, President and COO of the Company, provided a loan of $ 105,000
 to the Company.

 On March 19, 2024, the Company issued 900,000 shares of common stock to the Chief Financial Officer as stock-based compensation in
lieu of cash payments, at a fair value of $0.05 per share, totaling $ 45,000.

 On the same date, the Company issued an aggregate of 5,000,000 shares of common stock to five directors (1,000,000 each), as stock
compensation, at a fair value of $0.05 per share, totaling $ 150,000.

 The Company recognized $ 440,256 in stock compensation expense during the period, related to awards previously granted to its Chairman
and CEO, which are being amortized over 82 months.

 Year Ended December 31, 2023

 During the year 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 to its Chairman and CEO to settle $ 416,667 in accrued salary. The Company
also amortized $ 439,054 of previously granted stock compensation to the Chairman and CEO (same 82-month amortization schedule as noted
above).

 Accrued $ 120,000 in salary payable to its President and COO.

 Paid $ 10,500 in fees to its former CFO and accrued an additional $ 18,000 in unpaid fees as of December 31, 2023.

 Issued 2,685,180 shares of common stock at $0.05 per share (valued at $ 134,259) and paid $ 7,500 in cash to the Company's Corporate
Secretary for legal services. Additionally, $ 3,500 in fees remained accrued.

 Issued 3,663,636 shares of common stock to a board member in settlement of $ 150,000 in notes payable and $ 33,182 in accrued interest.

 F- 18

 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,

 2024

 2023

 Geographic Net Sales:

 $
 2,168,270

 $
 1,675,992

 2,670,163

 3,065,274

 Asia

 215,257

 180,265

 Total Net Sales

 $
 5,053,690

 $
 4,921,531

 Cost of Goods Sold:

 $
 400,415

 $
 308,607

 834,280

 638,898

 Asia

 91,649

 54,135

 Total Cost of Goods Sold:

 $
 1,326,344

 $
 1,001,640

 Operating Expenses:

 $
 3,711,475

 $
 5,166,285

 2,155,873

 2,662,950

 Asia

 246,425

 315,202

 Total Operating Expenses

 $
 6,113,773

 $
 8,144,437

 Loss from operations:

 $
 ( 1,943,618
)

 $
 ( 3,798,900
)

 ( 319,992
)

 ( 236,574
)

 Asia

 ( 122,817
)

 ( 189,072
)

 Total Loss from Operations

 $
 ( 2,386,427
)

 $
 ( 4,224,546
)

 Total Assets by Geographic Location

 $
 3,123,445

 $
 3,451,192

 606,127

 163,830

 Asia

 48,908

 68,249

 Total Assets

 $
 3,778,480

 $
 3,683,271

 F- 19

 Note 12 – Commitments and Contingencies

 Legal proceedings

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

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

 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, 2024.

 F- 20

 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

 Domestic

 $
 ( 3,386,541
)

 $
 ( 4,994,976
)

 Foreign

 ( 386,160
)

 ( 437,003
)

 Loss before provision for income taxes

 $
)

 $
)

 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, 2024 and 2023 is as follows:

 Schedule of reconciliation of income tax expense

 Year Ended

 Year Ended

 Loss before income taxes

 $
)

 $
)

 Taxes benefits under statutory US tax rates

 ( 792,267
)

 ( 1,140,716
)

 Increase (decrease) in taxes resulting from:

 Change in valuation allowance

 ( 997,142
)

 672,813

 Foreign tax rate differential

 68,863

 79,780

 Permanent differences

 1,779,553

 435,797

 State taxes

 ( 59,007
)

 ( 47,674
)

 Provision for income taxes

 $
 –

 $
 –

 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

 Deferred tax assets

 Net operating loss carryforwards

 $
 6,389,127

 $
 6,394,098

 Stock based compensation

 1,718,035

 2,098,976

 Intangibles

 ( 680,012
)

 ( 70,768
)

 Depreciation

 ( 3,973
)

 ( 1,986
)

 Other

 ( 27,130
)

 ( 27,130
)

 Total deferred tax assets

 7,396,047

 8,393,189

 Valuation allowance

 ( 7,396,047
)

 ( 8,393,189
)

 Net deferred tax assets (liabilities)

 $
 –

 $
 –

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

 F- 21

 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 November 30, 2024, the Company
entered into a Merger Agreement with Seacret Direct, LLC ("Seacret"), a multi-level marketing firm specializing in health
and lifestyle products. Pursuant to the agreement, the Company will acquire substantially all assets of Seacret, excluding certain specified
assets, in exchange for 13,400,000 Preferred Shares valued at $2.50 per share, each convertible into 10 Common Shares. The closing of
the transaction is subject to the completion of an audit of Seacret and other customary closing conditions. This transaction was previously
disclosed in a Form 8-K filed on December 6, 2024.

 On March 6, 2025, the Company issued
an aggregate of 5,000,000 shares of common stock to five directors in recognition of their services. Each director received 1,000,000
shares. The fair value of the shares was $0.04 per share, resulting in total stock-based compensation expense of $150,000.

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

 On March 20,
2025, the Company issued a $52,500 convertible promissory note to 1800 Diagonal Lending LLC for proceeds of $43,750. The note bears a
one-time 10% interest charge, matures on January 30, 2026, and is repayable in ten monthly installments beginning April 30, 2025. The
note includes standard default provisions and is convertible into common stock upon default.

 On March 20,
2025, the Company issued another $76,500 promissory note to 1800 Diagonal Lending LLC for proceeds of $63,750. The note includes a one-time
10% interest charge, matures on January 30, 2026, and is repayable in five scheduled installments beginning September 30, 2025. The note
includes customary default provisions and may be converted into common stock upon default.

 F- 22

 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, 2024. Based on this evaluation, this officer concluded that as of
the end of the period, these disclosure controls and procedures were adequate to ensure that the information required to be disclosed
by Stemtech in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the SEC and include controls and procedures designed to ensure that such information is accumulated
and communicated to management, including Stemtech's principal executive officer and principal financial officer, to allow timely
decisions regarding required disclosure.

 An evaluation was conducted under
the supervision and with the participation of management of the effectiveness of the design and operation of our disclosure controls and
procedures as of December 31, 2024. Based on that evaluation, management concluded that Stemtech's disclosure controls and procedures
were adequate as of such date to ensure that information required to be disclosed in the reports that Stemtech files or submits under
the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer
also confirmed that there was no change in Stemtech's internal control over financial reporting during the fiscal year that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

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

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

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

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

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

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

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

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

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

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

 C.
 Changes in Internal Control over Financial Reporting.

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

 Item 9B. Other Information.

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

 Insider Trading Policies and
Procedures

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

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

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections

 None.

 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

 Srilakshmi Vadlapatla

 CFO

 December 15, 2024

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

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

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

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

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

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

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

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

 Involvement in Certain Legal Proceedings

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

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

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

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

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

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

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

 (b) Identify Significant Employees

 Charles S. Arnold, Chief Executive
Officer – Mr. Arnold is dedicated full-time to Stemtech Corporation and plays a key role in strategic oversight and corporate
direction. He also serves on the boards of other companies. Mr. Arnold does not receive a cash salary; instead, his compensation is provided
in the form of shares of the Company's common stock or debt instruments.

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

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

 (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

 We
do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the
price of our common stock, and we do not time the public release of such information based on award grant dates. During the last completed
fiscal year, we did not grant any equity awards to a named executive officer or director within the period beginning four business days
before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current
report on Form 8-K. Further, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value
of executive compensation.

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

 Summary Compensation Table

 Stock

 All Other

 Name and Principal Position

 Year

 Salary

 Bonus

 Awards

 Compensation

 Total

 Charles S. Arnold

 2024

 $
 250,000

 $
 –

 $
 –

 $
 690,256

 Director, CEO

 2023

 $
 250,000

 $
 –

 $
 –

 $
 689,054

 John W. Meyer

 2024

 $
 120,000

 $
 –

 –

 $
 –

 $
 120,000

 President & COO

 2023

 $
 120,000

 $
 –

 –

 $
 –

 $
 229,526

 James S Cardwell

 2024

 $
 22,500

 $
 –

 –

 $
 –

 $
 22,500

 Former CFO

 2023

 $
 22,500

 $
 –

 $
 –

 $
 22,500

 Srilakshmi Vadlapatla, CFO

 2024

 $
 2,500

 $
 –

 –

 $
 –

 $
 2,500

 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, 2024) 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 April 15, 2025. At that date, we had 142,443,444 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%

 John Thatch (3)

 2,854,173

 2.5%

 Darryl V Green

 8,605,573

 7.4%

 Benjamin Kaplan (4)

 4,678,680

 4.1%

 All directors and Named Executive Officers as a group (5 persons)

 37,422,745

 31.7%

 Over 5% Shareholders

 Leviston Resources, LLC (6)

 12,875,748

 9.9%

 Over 5% Shareholders

 19,414,496

 15.5%

 *
 Less than 1%.

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

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

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

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

 (5)
 Includes shares underlying vested warrants of 12,875,748 issued by the Company.

 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, 2024 and 2023, the
aggregate fees billed by Bush & Associates, CPA were $47,500 and $60,000 respectively, plus any out-of-pocket costs.

 We do not use Bush & Associates,
CPA 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 Bush & Associates CPA. to provide compliance
outsourcing services.

 Effective May 6, 2003, the SEC
adopted rules which require that before Bush & Associates CPA. 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
and Financial Statement Schedules.

 (a)(1) Financial Statements.
The following consolidated financial statements of Stemtech Corporation are included in Item 8 of this Annual Report on Form 10-K:

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 (a)(2) Financial Statement Schedules.
All schedules for which provision is made in Regulation S-X are either not required, not applicable, or the required information is included
in the footnotes to the financial statements and therefore have been omitted from this Item 15.

 (a)(3) Exhibits.
The exhibits listed below are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:

 Exhibit 31.1
 Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 Exhibit 31.2
 Certification by
the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 Exhibit 32.1
 Certification by
the Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906)

 Exhibit 32.2
 Certification by
the Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906)

 Exhibit 101
(i) the Audited Balance Sheets, (ii) the Audited Statements of Operations; (iii) the Audited Statements of Stockholders' Deficit
and Comprehensive Income, and (iv) the Audited Statements of Cash Flows.

 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: June 30, 2025

 By:

 /s/ Charles S. Arnold

 Charles S. Arnold

 Title:

 Chief Executive Officer

 (Principal Executive Officer)

 Date: June 30, 2025

 By:

 /s/
 Srilakshmi Vadlapatla

 Srilakshmi Vadlapatla

 Title:

 Chief Financial Officer

 (Principal Financial Officer)