Business Combinations, Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Combinations, Intangible Assets and Goodwill

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, 2025 and 2024. The estimated useful life of the identifiable intangible assets is six to fourteen years.

LFR Acquisition

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

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

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



		Allocation
Tangible Assets Acquired:
Cash and cash equivalents		$	2,171
Inventory			6,099
Accounts payable and Accrued liabilities			(23,475	)
Net Tangible Assets Acquired			(15,205	)

Intangible Assets Acquired:
Non-compete Agreement			287,125
Total Fair Value of Assets Acquired			271,920

Consideration:
Common Stock			271,920
Goodwill		$	–

The components of all acquired intangible assets were as follows at December 31, 2025 and December 31, 2024:

Schedule of acquired intangible assets
		December 31, 2025				December 31, 2024				Average Estimated Life (Years)
Patent products		$	2,344,900			$	2,344,900			14
Trade names and trademarks			1,106,000				1,106,000			Indefinite
Customer/distribution list			1,461,300				1,461,300			6
Non-compete agreement			287,125				287,125			18 months
Accumulated amortization			(2,990,662	)			(2,823,168	)
Total		$	2,208,663			$	2,376,158

Estimated future amortization as of December 31, 2025 is as follows:


Year ending December 31,
2026		$	167,492
2027			167,492
2028			167,492
Thereafter			1,664,317
Total		$	2,166,793

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