UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended: September 30, 2023

 

or

 

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

 

For the transition period from __________ to __________

 

Commission File Number: 000-56010

 

MESO NUMISMATICS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   88-0492191
(State or other jurisdiction
of incorporation)		   (IRS Employer
Identification No.)

 

433 Plaza Real Suite 275

Boca Raton, Florida 33432

(Address of principal executive offices)

 

(800) 889-9509

(Registrant’s telephone number, including area code)

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None

 

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 past 12 months, and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

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

 

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

 

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

 

As of November 1, 2023, there were 12,443,938 shares outstanding of the registrant’s common stock.

 

 

 

 

 

 

 MESO NUMISMATICS, INC.

 

TABLE OF CONTENTS

 

    Page No.
PART I.    FINANCIAL INFORMATION  
     
Item 1. Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022 1
  Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited) 2
  Condensed Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited) 3
  Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (unaudited) 5
  Notes to Condensed Consolidated Financial Statements 6
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25
Item 3. Quantitative and Qualitative Disclosures About Market Risk 35
Item 4. Controls and Procedures 35
     
PART II.   OTHER INFORMATION  
     
Item 1. Legal Proceedings 36
Item 1A.  Risk Factors 36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 36
Item 3. Defaults Upon Senior Securities 36
Item 4. Mine Safety Disclosures 36
Item 5. Other Information 36
Item 6. Exhibits 37

 

i

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

MESO NUMISMATICS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   September 30,   December 31, 
   2023   2022 
   (Unaudited)   * 
ASSETS        
Current assets        
Cash and cash equivalents  $1,143,941   $1,645,185 
Accounts receivable   35,011    49,766 
Prepaid expenses   10,750    
-
 
Total current assets   1,189,702    1,694,951 
Property and equipment, net   147,848    186,269 
Other assets   5,568    5,568 
Intangible assets, net   280,929    354,084 
Right of use asset, net   10,753    33,963 
Goodwill   1,679,978    5,805,438 
Total assets  $3,314,778   $8,080,273 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Current liabilities          
Accounts payable and accrued liabilities  $367,108   $245,463 
Accrued interest   7,080,622    4,657,530 
Customer advances   1,500    10,450 
Derivative liability   3,055    6,944 
Lease liability, current portion   10,753    32,568 
Notes payable, net   16,970,457    7,046,666 
Total current liabilities   24,433,495    11,999,621 
           
Long term liabilities          
Lease liability, net of current portion   
-
    1,395 
Convertible notes payable, net of discount   32,785    37,419 
Notes payable – related parties   7,800    7,800 
Notes payable, net of discount   380,619    8,016,330 
Total liabilities   24,854,699    20,062,565 
           
Stockholders' deficit          
Preferred stock, $0.001 par value 1,050,000 shares authorized as Series AA Preferred Stock; 1,050,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively   1,050    1,050 
Preferred stock, $0.001 par value; 10,000 shares authorized as Series DD Preferred Stock; 9,870 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively   10    10 
Common stock, $0.001 par value; 6,500,000,000 shares authorized; 14,046,252 shares issued and 12,443,938 shares outstanding as of September 30, 2023 and December 31, 2022, respectively   12,444    12,444 
Additional paid in capital   40,180,669    40,180,669 
Accumulated deficit   (61,734,094)   (52,176,465)
Total stockholders' deficit   (21,539,921)   (11,982,292)
Total liabilities and stockholders' deficit  $3,314,778   $8,080,273 

 

*Derived from audited information

 

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

 

Page 1 of 38

 

 

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   For the Three Months Ended
September 30,		   For the Nine Months Ended
September 30,		 
   2023   2022   2023   2022 
Revenue  $646,828   $367,697   $1,794,385   $963,967 
Cost of revenue   196,535    102,779    553,467    445,814 
Gross profit   450,294    264,919    1,240,919    518,153 
                     
Operating expenses                    
Advertising and marketing   93,227    80,892    349,675    216,389 
Professional fees   161,628    143,117    626,411    735,186 
Officer compensation   22,500    22,500    67,500    67,500 
Depreciation and amortization expense   98,667    39,682    213,170    101,584 
Investor relations   2,250    32,749    6,750    127,633 
General and administrative   147,084    107,638    557,527    339,532 
Total operating expenses   525,356    426,578    1,821,033    1,587,824 
                     
Other income (expense)                    
Interest expense   (1,657,600)   (1,183,166)   (4,858,406)   (3,454,874)
Gain on derivative financial instruments   964    876    3,889    10,482 
Gain on settlement of debt   
—
    
—
    2,463    
—
 
Impairment of goodwill   (4,125,460)   —    (4,125,460)   — 
Loss from continuing operations   (5,857,159)   (1,343,949)   (9,557,629)   (4,514,062)
                     
Discontinued operations:                    
Gain on sale of discontinued operations   
—
    (434)   
—
    (350)
Loss from discontinued operations   
—
    (434)   
—
    (350)
Net loss  $(5,857,159)  $(1,344,383)  $(9,557,629)  $(4,514,412)
                     
Basic and diluted earnings (loss) per share from:                    
Continuing operations
  $(0.47)  $(0.11)  $(0.77)  $(0.37)
Discontinued operations
   
—
    
—
    
—
    
—
 
Net loss per common share, basic and diluted
  $(0.47)  $(0.11)  $(0.77)  $(0.37)
                     
Weighted average number of common shares outstanding, basic and diluted
   12,443,938    12,032,466    12,443,938    12,187,004 

 

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

 

Page 2 of 38

 

 

MESO NUMISMATICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the Nine Months Ended September 30, 2023

(Unaudited)

 

   Series AA
Preferred Stock		   Series DD
Preferred Stock		   Common Stock   Additional
Paid In		   Accumulated     
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
Balance, December 31, 2022   1,050,000   $1,050    9,870   $10    12,443,938   $12,444   $40,180,669   $(52,176,465)  $(11,982,292)
Net loss   -    
-
    -         -    
-
    
-
    (9,557,629)   (9,557,629)
Balance, June 30, 2023   1,050,000   $1,050    9,870   $10    12,443,938   $12,444   $40,180,669   $(61,734,094)  $(21,539,921)

 

For the Three Months Ended September 30, 2023

 

   Series AA
Preferred Stock		   Series DD
Preferred Stock		   Common Stock   Additional
Paid In		   Accumulated     
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
Balance, July 1, 2023   1,050,000   $1,050    9,870   $10    12,443,938   $12,444   $40,180,669   $(55,876,935)  $(15,682,762)
Net loss   -    
-
    -         -    
-
    
-
    (5,857,159)   (5,857,159)
Balance, September 30, 2023   1,050,000   $1,050    9,870   $10    12,443,938   $12,444   $40,180,669   $(61,734,094)  $(21,539,921)

 

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

 

Page 3 of 38

 

 

MESO NUMISMATICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the Nine Months Ended September 30, 2022

(Unaudited)

 

   Series AA
Preferred Stock		   Series DD Preferred Stock   Common Stock   Additional
Paid In		   Accumulated     
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
Balance, December 31, 2021   1,050,000   $1,050    9,422   $10    12,085,125   $12,086   $39,899,491   $(46,669,644)  $(6,757,007)
Issuance of common stock for services   -    
-
    -    
-
    165,763    165    19,835    
-
    20,000 
Issuance of preferred series DD for services-related party   -    
-
    448    
-
    -    
-
    251,536    
-
    251,536 
Net loss   -    
-
    -         -    
-
    
-
    (4,514,412)   (4,514,412)
Balance, June 30, 2022   1,050,000   $1,050    9,870   $10    12,250,888   $12,251   $40,170,862   $(51,184,056)  $(10,999,883)

 

For the Three Months Ended September 30, 2022

 

   Series AA Preferred Stock   Series DD
Preferred Stock		   Common Stock   Additional
Paid In		   Accumulated     
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
Balance, July 1, 2022   1,050,000   $1,050    9,870   $10    12,250,888   $12,251   $40,170,862   $(49,839,673)  $(9,655,499)
Net loss   -    
-
    -         -    
-
    
-
    (1,344,383)   (1,344,383)
Balance, September 30, 2022   1,050,000   $1,050    9,870   $10    12,250,888   $12,251   $40,170,862   $(51,184,056)  $(10,999,883)

 

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

 

Page 4 of 38

 

 

MESO NUMISMATICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   For the Nine Months Ended
September 30,		 
   2023   2022 
CASH FLOWS FROM OPERATING ACTIVITIES        
         
Net loss from continuing operations  $(9,557,029)  $(4,514,062)
Non-cash adjustments to reconcile net loss to net cash:          
Amortization of debt discount   2,295,758    1,319,796 
Depreciation and amortization expense   213,170    101,584 
Gain from changes in derivative liability fair values   (3,889)   (10,482)
Gain from settlement of debt   (2,463)   
-
 
Impairment of goodwill   4,125,460    
-
 
Changes in operating assets and liabilities:          
Accounts receivable   14,755    (69,007)
Prepaid expenses   (10,750)   2,714 
Accounts payable and accrued liabilities   2,535,788    2,104,501 
Cash used for operating activities-continuing operations   (389,800)   (1,064,956)
Depreciation on discontinued operations   
-
    600 
Gain on discontinued operations   
-
    (350)
Cash provided for operating activities-discontinued operations   
-
    250 
CASH USED BY OPERATING ACTIVITIES   (389,800)   (1,064,706)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of property and equipment   (101,594)   (129,901)
CASH USED BY INVESTING ACTIVITIES   (101,594)   (129,901)

CASH FLOWS FROM FINANCING ACTIVITIES

          
           
Principal payment on debt   (9,850)   (14,282)
CASH USED BY FINANCING ACTIVITIES   (9,850)   (14,282)

Net decrease in cash

   (501,244)   (1,208,889)
           
Cash, beginning of period   1,645,185    2,978,525 
           
Cash, end of period  $1,143,941   $1,769,636 
           
Cash paid for income taxes  $
-
   $
-
 
Cash paid for interest  $
-
   $265 
           
NON-CASH FINANCING ACTIVITIES:          
Issuance of preferred series DD  $
-
   $251,536 
Issuance of common shares for services  $
-
   $20,000 

 

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

 

Page 5 of 38

 

 

MESO NUMISMATICS, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Organization and History

 

Meso Numismatics, Inc. (the “Company”) was originally organized under the laws of Washington State in 1999, as Spectrum Ventures, LLC to develop market and sell VOIP (Voice over Internet Protocol) services. In 2002, the Company changed its name to Nxtech Wireless Cable Systems, Inc. In August 2007, the Company changed its name to Oriens Travel & Hotel Management Corp. In November 2014, the Company changed its name to Pure Hospitality Solutions, Inc.

 

On November 16, 2016, the Company entered into an Agreement and Plan of Merger between the Company and Meso Numismatics Corp. (“Meso”). The acquisition of Meso is to support the Company’s overall mission of specializing in ventures related to Central America and the Latin countries of the Caribbean; not limited to tourism. Meso is a small but scalable numismatics operation that the Company can leverage for low-cost cost revenues and product marketing.

 

Meso Numismatics, Inc. maintains an online store with eBay (www.mesocoins.com) and participates in live auctions with major companies such as Heritage Auctions, Stacks Bowers Auctions and Lyn Knight Auctions.

 

The acquisition was complete on August 4, 2017 following the Company issuance of 25,000 shares of Series BB preferred stock to Meso to acquire one hundred (100%) percent of Meso’s common stock. The Company accounted for the acquisition as common control, as Melvin Pereira, the CEO and principal shareholder of the Company controlled, operated and owned both companies. On November 16, 2016, the date of the Merger Agreement and June 30, 2017, the date of the Debt Settlement Agreement, Melvin Pereira, CEO of Pure Hospitality Solutions, owned 100% of the stock of Meso Numismatics, Inc. Pure Hospitality Solutions, Inc. and Meso Numismatics, Inc. first came under common control on June 30, 2017.

 

On September 4, 2017, the Company decided to suspend its booking operations, Oveedia, to focus on continuing to build its numismatic business, Meso Numismatics. Inc. The Company did, however, use its footprint within the Latin American region to expand Meso Numismatics, Inc. at a much quicker rate.

 

In September 2018, the Company changed its name to Meso Numismatics, Inc. and FINRA provided a market effective date and on September 26, 2018, the new ticker symbol MSSV became effective on October 16, 2018.

 

On July 2, 2018, the Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The prior year financials have been changed to reflect the 1-for-1,000 reverse stock split.

 

On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021).

 

Pursuant to the terms of the Fifth Post Closing Amendment along with the completion of the acquisition of Global Stem Cells Group Inc., the issuance of the 1,000 shares of the Company’s Series CC Convertible Preferred Stock to Lans Holdings Inc. was terminated and replaced with a cash payment as consideration. The Company paid Lans Holdings Inc., by delivery in escrow, an amount equal to USD $8,200,000, which Cash Payment was used by Lans Holdings Inc. for the repurchase of all of its shares of common stock from its common shareholders. On November 3, 2021, the Company paid $8,200,000 in cash to an escrow account set up by Lans Holdings Inc.

 

Page 6 of 38

 

 

On October 28, 2022, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with our prior officer and director, Mr. Melvin Pereira, pursuant to which we agreed to sell Mr. Pereira 100% of our interest in Meso Numismatics Corp., a Florida corporation.  In exchange, Mr. Pereira has agreed to assume all of the liabilities of Meso Numismatics, provide whatever financial and other materials needed by us to prepare and complete our financial statements for reporting purposes, and to not disparage our company. The Company reclassified $68,313 of liabilities outstanding resulting in a gain on discontinued operations at December 31, 2022.

 

Description of Business

 

As a result of this transaction, the Company is longer engaged in the sale of coins, paper currency, bullion and medals and it has moved into what is believed to be a more lucrative opportunity for the Company - the operations of Global Stem Cell Group.

 

The Company believes stem cell therapy is becoming an increasingly effective clinical solution for treating conditions that traditional or conventional medicine only offers within palliative care and pain management. The Company works with doctors and their staff to provide products, solutions, equipment, services, and training to help them be successful in the application of Stem Cell Therapies. The Company combines solutions from extensive clinical research with the manufacturing and commercialization of viable cell therapy and immune support related products that it believes will change the course of traditional medicine around the world forever. The Company’s revenue comes directly from the training and the seminars, from the resale of these kits, products, and equipment, services, and from the reoccurring application of the Company’s process using the kits and solutions it provides.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation and Basis of Presentation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Global Stem Cells Group Inc. (since August 18, 2021) and Cellular Hope Institute, wholly-owned subsidiary of Global Stem Cells Group Inc. These condensed consolidated financial statements have been prepared and, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the consolidated financial position and the consolidated statements of income and consolidated cash flows for the periods presented in conformity with generally accepted accounting principles for interim consolidated financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X, Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. Operating results for the nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2022, filed on April 14, 2023, which can be found at www.sec.gov. All significant intercompany transactions have been eliminated in consolidation.

 

Use of Estimates in Financial Statement Presentation

 

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates included in these financial statements are associated with accounting for the goodwill, derivative liability, valuation of preferred stock, and for the valuation of assets and liabilities in business combination.

 

Page 7 of 38

 

 

Reclassifications

 

Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. No change in net loss resulted from these reclassifications.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At September 30, 2023 and December 31, 2022, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of September 30, 2023 and December 31, 2022. Our cash balances at financial institutions may exceed the Federal Deposit Insurance Company’s (FDIC) insured limit of $250,000 from time to time.

 

Accounts Receivable

 

Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $0 and $0 as of September 30, 2023 and December 31, 2022, respectively.

 

Intangible Assets

 

Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment was recognized for the nine months ended September 30, 2023 and the year ended December 31, 2022.

 

Lease Accounting

 

The Company leases office space and clinical space under a lease arrangement. These properties are generally leased under non-cancelable agreements that contain lease terms in excess of twelve months on the date of entry as well as renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for base minimum rental payment, as well non-lease components including insurance, taxes, maintenance, and other common area costs.

 

At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of twelve months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using the rate implicit in the contract if available or an estimate of our incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The discount rates used for the initial measurement of lease liabilities as of the date of entry were based on the original lease terms.

 

Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the non-cancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain real estate lease agreements require payments for non-lease costs such as utilities and common area maintenance. The Company has elected an accounting policy to not separate implicit components of the contract that may be considered non-lease related.

 

Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. The lease payments are allocated between a reduction of the lease liability and interest expense. Depreciation of the right-of-use asset for operating leases reflects the use of the asset on straight-line basis over the expected term of the lease.

 

Page 8 of 38

 

 

Goodwill

 

We test our reporting unit for impairment annually at year end or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, we record an impairment loss based on the difference between fair value and carrying amount of the reporting unit, not to exceed to the associated carrying amount of goodwill. (see Note 11 for detail of goodwill).

 

Derivative Instruments

 

The derivative instruments are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Monte Carlo option pricing model to value the derivative instruments.

 

Revenue Recognition

 

The Company recognizes revenue from the sale of products under ASC 606 by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

 

The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or services are provided. Revenue is measured based on the consideration the Company receives in exchange for those products.

 

Income Taxes

 

The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities, given the provisions of currently enacted tax laws.

 

The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met.

 

Net Earnings (Losses) Per Common Share

 

The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS.

 

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. The effect of common stock equivalents is anti-dilutive with respect to losses and therefore basic and dilutive is the same.

 

Page 9 of 38

 

 

Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at September 30, 2023 and December 31, 2022, respectively, because their inclusion would have been anti-dilutive.

 

   September 30,   December 31, 
   2023   2022 
Convertible notes outstanding   236,822    365,463 
Convertible preferred stock outstanding   39,447,283    39,447,283 
Shares underlying warrants outstanding   103,500,000    103,500,000 
    143,184,105    143,312,746 

 

Fair Value of Financial Instruments

 

The fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.

 

Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows:

 

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

 

Level 2Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

 

Level 3Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

 

At September 30, 2023 and December 31, 2022, the carrying amounts of the Company’s financial instruments, including cash, account payables, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments.

 

At September 30, 2023 and December 31, 2022, the Company does not have any assets or liabilities except for derivative liabilities related to convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement.

 

The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of September 30, 2023 and December 31, 2022:

 

 

   Level 1   Level 2   Level 3   Total 
September 30, 2023                
Derivative liability   
        -
    
       -
    3,055    3,055 
Total  $
-
   $
-
   $3,055   $3,055 
                     
December 31, 2022                    
Derivative liability   
-
    
-
    6,944    6,944 
Total  $
-
   $
-
   $6,944   $6,944 

 

Page 10 of 38

 

 

Comprehensive Income

 

The Company records comprehensive income as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. As of September 30, 2023 and December 31, 2022, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

Stock Based Compensation

 

Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered.

 

New Accounting Pronouncements

 

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform—Scope, which clarified the scope and application of the original guidance. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform—Deferral of the Sunset Date of Topic 848. This update extends the sunset provision of ASU 2020-04 to December 31, 2024. The Company has not yet adopted this ASU and is evaluating the effect of adopting this new accounting guidance.

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For companies that qualified as Smaller Reporting Companies as defined by the SEC as of November 19, 2019, ASU 2016-13 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is evaluating the impact of the guidance on its financial statements.

 

Other accounting standards and amendments to existing accounting standards that have been issued and have future effective dates are not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements

 

Going Concern

 

The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of $61,734,094 and a working capital deficit of $23,243,793 as of September 30, 2023 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

 

Page 11 of 38

 

 

The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.

 

The Company will require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. 

 

NOTE 3 – REVENUE RECOGNITION

 

The Company recognizes revenue from the sales of products under ASC 606 by applying the following steps:

 

  (1) Identify the contract with a customer

 

  (2) Identify the performance obligations in the contract

 

  (3) Determine the transaction price

 

  (4) Allocate the transaction price to each performance obligation in the contract

 

  (5) Recognize revenue when each performance obligation is satisfied

 

The Company’s main source of revenue is comprised of the following:

 

●Training-GSCG offers a Stem Cell & Exosomes Certification Program where physicians attending these training sessions will take advantage of a full review of stem cell biology, characterization and regenerative properties of cells and cell products, cytokines and growth factors and how they can be applied in a clinic setting. The physicians will pay for the training sessions upfront and receives all the material and certificate upon completion of seminar. Completion of the seminar is when control is transferred and when revenue is recognized.

 

●Products-Physicians can order SVF Kits through GSCG, which includes EC Certificate from Institute for Testing and Certificating, Inc. SVT Kits are paid for upfront and shipped from a third party directly to physicians. Transfer of control is when the product is shipped, which is when revenue is recognized.

 

●Equipment- Physicians can order equipment through GSCG, which includes a warranty from manufacture of equipment. Equipment is paid for upfront and shipped from manufacture directly to physicians. Transfer of control is when the equipment is shipped which is when revenue is recognized.

 

●Patient procedures are the treatments GSCG is offering at its Cancun clinic. The transfer of control is when the procedures are completed, which is when revenue is recognized.

 

The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or as services are rendered. Revenue is measured based on the consideration the Company receives in exchange for those products.

 

Page 12 of 38

 

 

The following table presents the Company’s revenue by product category for the nine months ended September 30, 2023 and 2022:

 

   For the Nine Months Ended
September 30,		 
   2023   2022 
Training  $462,277   $199,672 
Product supplies   981,756    552,634 
Equipment   155,480    211,664 
Patient procedures   194,872    
-
 
Total revenue  $1,794,385   $963,967 

 

Listed below are the revenues, cost of revenues, gross profits, assets and net loss by Company:

 

   For the Nine Months Ended 
   September 30, 2023 
   Global Stem
Cells Group		   Meso
Numismatics		   Total 
Revenue  $1,794,385   $
-
   $1,794,385 
Cost of revenue   553,467    
-
    553,467 
Gross profit  $1,240,919   $
-
   $1,240,919 
Gross Profit %   69.16%   0.00%   69.16%
                
Assets  $937,265   $2,377,513   $3,314,778 
Net loss  $(253,826)  $(9,303,803)  $(9,557,629)

  

COVID-19

 

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”.

 

The significant outbreak of COVID-19 resulted in a widespread health crisis that adversely affected the economies and financial markets in which we operate. Restrictions in international travel along with in person meetings limited our training of new customers along with selling them products and equipment which adversely affecting our results of operations and financial condition during 2021 and the first six months of 2022.

 

During the fourth quarter of 2022 and into 2023 we started recovering from the COVID-19 pandemic with restrictions in international travel removed along with the opening of the Cancun facility in the second half of 2022, which provided a facility for physicians to come for training and preform patient procedures.

 

The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high-quality services and equipment. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities at the date of issuance of these financial statements. These estimates may change as new events occur and additional information is obtained.

 

Page 13 of 38

 

 

NOTE 4 – NOTES PAYABLE

 

Convertible Notes Payable

 

On November 25, 2019, Meso Numismatics, Inc. pursuant to the certificate of designation of the Series BB Preferred Stock, elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder had the option, within 30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. If the shareholder did not give the Meso Numismatics, Inc. notice the Indebtedness shall automatically was issued in the form of a promissory note. The convertible note agreements bear no interest and have a four (4) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the investors’ sole discretion, into shares of common stock at conversion price equal to the lowest bid price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the three prior trading days including the day upon which a Notice of Conversion is received by the Company. As of December 31, 2019, 81,043 Preferred Series BB shares were exchange for an aggregate of $97,252 convertible notes. During the periods ending September 30, 2023 and December 31, 2022, the Company made payments of $9,850 and $15,000, respectively, on the outstanding convertible notes.

 

The balance of the convertible notes as of September 30, 2023 and December 31, 2022 is as follows:

 

   September 30,   December 31, 
   2023   2022 
Convertible notes payable  $44,939   $57,252 
Less: Discount   (12,154)   (19,833)
Convertible notes payable, net  $32,785   $37,419 

 

 

During the periods ending September 30, 2023 and December 31, 2022, the Company incurred $7,679 and $18,437, respectively, of debt discount amortization expense and made payments of $9,850 and $15,000, respectively, on the outstanding convertible notes. As of September 30, 2023 and December 31, 2022, the Company had no accrued interest.

 

Promissory Notes Payable

 

During 2015, the Company entered into line of credit with Digital Arts Media Network treated as a promissory note. The promissory note bear interest at ten (10%) and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. As of September 30, 2023 and December 31, 2022, the principal balance of the outstanding loan was $130,025 and $130,025, respectively, and accrued interest of $102,325 and $92,600, respectively.

 

On November 25, 2019, Meso Numismatics, Inc. pursuant to the certificate of designation of the Series BB, Preferred Stock elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder shall have the option, within 30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. Should the shareholder not give the Meso Numismatics, Inc. notice the Indebtedness shall automatically be issued in the form of a promissory note. The promissory note agreements bear no interest and have a four (4) year maturity date with a 20% premium to be paid upon maturity. The notes may be repaid in whole or in part at any time prior to maturity. As of December 31, 2019, 276,723 Preferred Series BB shares were exchange for an aggregate of $332,068 promissory notes. As of September 30, 2023 and December 31, 2022, the aggregate loan balances outstanding was $398,482 and $398,482, respectively, and unamortized discount of $10,062 and $16,083, respectively.

 

Page 14 of 38

 

 

On December 3, 2019, Melvin Pereira, the prior CEO, converted 18,500 shares of the 25,000 shares of Series BB preferred stock to acquire one hundred (100%) percent of Meso’s common stock into 250,999 shares of the Company’s common stock and elected to exchange the remaining 6,500 shares of Series BB preferred stock for a promissory note of $7,800, which is shown as a related party note payable on the balance sheet on September 30, 2023 and December 31, 2022.

 

At December 7, 2020 the Company exchanged $5,379,624 of principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock with three separate lenders. The new notes have a maturity date of November 23, 2023 and an aggregate principal amount of $5,379,624 shall bear interest at a fifteen (15%) percentage compounded annual interest rate and, as an incentive; we have issued cashless warrants to purchase 15,000,000 shares of our common stock at an exercise price of $0.03 per share in connection with the restructuring. The Company recorded the fair value of the 15,000,000 warrants issued with debt at approximately $262,376 at December 31, 2020 as a discount. Lender is granted security interest and lien in all rights, title and interest in the assets and property of the as collateral. As of September 30, 2023 and December 31, 2022, the aggregate loan balances outstanding was $5,379,624 and $5,379,624, respectively, and unamortized discount of $20,427 and $81,700, respectively.

 

On December 9, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $110,000 which bear compounded annual interest at fifteen (15%) percent and have a two (2) year maturity date and cashless warrants to purchase 1,000,000 shares of our common stock. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $100,000, net of discount in the amount of $10,000 to the Company. The Company recorded the fair value of the 1,000,000 warrants issued with debt at approximately $17,491 at December 31, 2020 as a discount.  As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $110,000 and $110,000, respectively, and unamortized discount of $2,009 and $8,611, respectively.

 

On January 6, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,000,000 which bear interest at fifteen (15%) percent and have a one (1) year maturity date and cashless warrants to purchase 10,000,000 shares of our common stock, at exercise prices of $0.03 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $900,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 at the date of issuance as a discount. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $1,000,000 and $1,000,000, respectively, and unamortized discount of $0.00 and $0.00, respectively. This loan is currently in default.

 

On June 22, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 at the date the warrants were issued as a discount. Lender is granted senior security interest and lien in all rights, title and interest in the assets and property of the Company as collateral. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $11,600,000 and $11,600,000, respectively, and unamortized discount of $2,622,545 and $4,707,853, respectively.

 

On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of September 30, 2023 and December 31, 2022, the principal balance of the outstanding auto loan was $0.00 and $0.00, respectively.

 

Page 15 of 38

 

 

On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company assumed the November 17, 2020, agreement with an Investor for proceeds in the amount of $400,000 treated as a promissory. In exchange for the gross proceeds, the Investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. The payments of the payment percentage shall be calculated by multiplying the gross quarterly revenues appearing in the financial statements by the payment percentage and treated as accrued interest. Payments shall be made ninety (90) days from the end of each respective fiscal quarter with the first payment to be made on the quarter ending December 31, 2020. Payments may be accrued and deferred if payment would deplete cash, cash equivalent and/or short-term investment balances on each respective fiscal quarter by more than twenty (20%) percent. As of September 30, 2023 and December 31, 2022, the principal balance of the outstanding loan was $400,000 and $400,000, respectively, and accrued interest totals $344,844 and $205,779, respectively. This debt instrument is currently in default due to the non-payment of interest.

 

On September 20, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,100,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $1,000,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 at the time of issuance as a discount. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $1,100,000 and $1,100,000, respectively, and unamortized discount of $223,639 and $350,416, respectively.

 

On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 13, 2020 in the amount of $6,000 and accrued interest in the amount of $1,578 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $7,958 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $7,958 and $7,958, respectively, and unamortized discount of $0.00 and $139, respectively.

 

On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 15, 2020 in the amount of $84,000 and accrued interest in the amount of $22,162 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $111,470 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $111,470 and $111,470, respectively, and unamortized discount of $0.00 and $1,950, respectively.

 

The balance of the promissory as of September 30, 2023 and December 31, 2022 is as follows:

 

   September 30,   December 31, 
   2023   2022 
Promissory notes payable  $20,229,759   $20,229,759 
Promissory notes payable-related party   7,800    7,800 
Less: Discount   (2,854,483)   (5,117,631)
Less: Deferred finance costs   (24,200)   (49,132)
Promissory notes payable, net  $17,358,876   $15,070,796 

 

During the periods ending September 30, 2023 and December 31, 2022, the Company made $0 and $5,776 payments, respectively on the outstanding promissory notes, and recorded $2,423,092 and $2,898,155, respectively, of interest expense and $2,288,079 and $1,738,327, respectively, of debt discount amortization expense. As of September 30, 2023 and December 31, 2022, the Company had approximately $7,080,621 and $4,657,529, respectively, of accrued interest. As of September 30, 2023 and December 31, 2022, the principal balance of outstanding promissory notes payable was $20,237,559 and $20,237,559, respectively.

 

Derivatives Liabilities

 

The Company determined that the convertible notes outstanding as of September 30, 2023 contained an embedded derivative instrument as the conversion price was based on a variable that was not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40.

 

Page 16 of 38

 

 

The Company determined the fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation model with the following assumptions:

 

   September 30, 
   2023 
Common stock issuable   236,822 
Market value of common stock on measurement date  $0.0129 
Adjusted exercise price  $0.06 
Risk free interest rate   5.20%
Instrument lives in years   1.25 Year 
Expected volatility   64%
Expected dividend yields   None 

 

At December 7, 2020, the Company exchanged $5,379,624 of principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock which eliminated the derivative liability associated with this debt.

 

The balance of the fair value of the derivative liability as of September 30, 2023 and December 31, 2022 is as follows:

 

Balance at December 31, 2021  $20,442 
Additions   
-
 
Fair value loss   (10,856)
Conversions   (2,642)
Balance at December 31, 2022   6,944 
Additions   
-
 
Fair value gain   (2,541)
Conversions   (1,348)
Balance at September 30, 2023  $3,055 

 

NOTE 5 – STOCKHOLDERS EQUITY

 

Common Shares

 

The Board of Directors and shareholders were required to increase the number of authorized shares of common stock from (a) 200,000,000 to 500,000,000 during June 2015, (b) 500,000,000 to 1,500,000,000 during July 2015, and (c) 1,500,000,000 to 6,500,000,000 during March 2016, to adhere to the Company’s contractual obligation to maintain the required reserve share amount for debtholders.

 

2022 Transactions

 

On March 23, 2022, the Company issued 76,278 shares of common stock for consulting services, which were valued in the amount of $10,000.

 

On May 5, 2022, the Company issued 89,485 shares of common stock for consulting services, which were valued in the amount of $10,000.

 

On November 30, 2022, the Company issued 193,050 shares of common stock for consulting services, which were valued in the amount of $10,000.

 

As of September 30, 2023 and December 31, 2022, the Company had 12,443,938 and 12,443,938 common shares issued and outstanding, respectively.

 

Page 17 of 38

 

 

Warrants

 

During the year ended December 31, 2020, the Company issued warrants to purchase 16,000,000 shares of common stock, at an exercise price of $0.03 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 16,000,000 warrants issued with debt at approximately $279,867 at December 31, 2020 as a discount.

 

On January 6, 2021, the Company issued warrants to purchase 10,000,000 shares of common stock, at an exercise price of $0.033 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 as a discount.

 

On June 22, 2021, the Company issued warrants to purchase 70,000,000 shares of common stock, at an exercise price of $0.100 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 as a discount.

 

On September 20, 2021, the Company issued warrants to purchase 7,500,000 shares of common stock, at an exercise price of $0.085 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 as a discount.

 

The following table summarizes the Company’s warrant transactions during the nine months ended September 30, 2023 and the year ended December 31, 2022:

 

   Number of
Shares
Underlying
Warrants		   Weighted
Average
Exercise
Price		 
Outstanding at year ended December 31, 2021   103,500,000   $0.082 
Granted   
-
    
-
 
Exercised   
-
    
-
 
Expired   
-
    
-
 
Outstanding at year ended December 31, 2022   103,500,000   $0.082 
Granted   
-
    
-
 
Exercised   
-
    
-
 
Expired   
-
    
-
 
Outstanding at quarter ended September 30, 2023   103,500,000   $0.082 

 

Warrants granted in the year ended December 31, 2020 were valued using the Black Scholes Merton Model with the risk-free interest rate of 0.20%, expected life 3 years, expected dividend rate of 0% and expected volatility ranging of 411.72%.

 

Warrants granted in the year ended December 31, 2021 were valued using the Black Scholes Merton Model with the risk-free interest rate within ranges between 0.20% to 0.45%, term of 3 years, dividend rate of 0% and historical volatility ranging between, 338.36% to 394.78%. The final value assigned to the warrants was determined using a relative fair value calculation between the amount of warrants and promissory notes.

 

Designation of Series AA Super Voting Preferred Stock

 

On June 30, 2014, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing the issuance of up to 11,000,000 shares of preferred stock, par value $0.001 per share.

 

Page 18 of 38

 

 

On May 2, 2014, the Company filed with the Secretary of State with Nevada in the form of a Certificate of Designation that authorized the issuance of up to 1,000,000 shares of a new series of preferred stock, par value $0.001 per share, designated Series AA Super Voting Preferred Stock (“Series AA”), for which the board of directors established the rights, preferences and limitations thereof.

 

All of the Holders of the Series AA together, voting separately as a class, shall have an aggregate vote equal to 67% percent of the total vote on all matters submitted to the stockholders that each stockholder of the Corporation’s Common Stock is entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action and consideration.

 

The holders of the Series AA shall not be entitled to receive dividends paid on the Company’s common stock.

 

Upon liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series AA shall not be entitled to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders.

 

The shares of the Series AA will not be convertible into the shares of the Company’s common stock.

 

On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing the increase to 1,050,000 shares of the Series AA.

 

On June 26, 2020, Meso Numismatics, Inc. completed the repurchase of 1,000,000 shares of its Series AA Super Voting Preferred Stock for an aggregate total purchase price equal to $160,000, representing all of the Series AA shares held by E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd., respectively.

 

On June 26, 2020, due to Mr. Pereira’s resignation, Meso Numismatics, Inc.’s Board of Directors appointed Mr. David Christensen, current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective June 27, 2020 and granted 50,000 shares of Series AA to Mr. David Christensen.

 

The $166,795 value of the 50,000 shares of Series AA to Mr. David Christensen is based on the 10,000 votes per preferred share to one vote per common share. Valuation based on definition of control premium is defined as the price to which a willing buyer and willing seller would agree in any arms-length transaction to acquire control of the Company. The premium paid above the market value of the company is real economic benefit to controlling the Company. Historically, the average control premium applied in M&A transactions averages approximately 30%, which represents the value of control.

 

On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021).

 

The Series AA Preferred shares issued on August 18, 2021, were valued based upon industry specific control premiums and the Company’s market cap at the time of the transaction. The $963,866 value of the 1,000,000 shares of Series AA issued to Benito Novas was valued based on a calculation by a third-party independent valuation specialist.

 

As of September 30, 2023 and December 31, 2022, the Company has 1,050,000 and 1,050,000 preferred shares of Series AA Preferred Stock issued and outstanding, respectively. During the period of these financial statements, no dividend was declared or paid on the Series AA preferred shares.

 

Page 19 of 38

 

 

Designation of Series BB Preferred Stock

 

On March 29, 2017, the Company filed with the Secretary of State with Nevada in the form of a Certificate of Designation that authorized the issuance of up to 1,000,000 shares of a new series of preferred stock, par value $0.001 per share, designated Series BB Preferred Stock (the “Series BB”), for which the board of directors established the rights, preferences and limitations thereof.

 

Each holder of outstanding shares of Series BB shall be entitled to convert on a 1 for 1 basis into shares of the Company’s common stock any or all of their shares of Series BB after a minimum of six (6) months have elapsed from the issuance of the preferred stock to the holder. The Series BB has no voting rights until the Holder redeems the preferred stock into the Company’s common stock. The Series BB shall not be adjusted by the Corporation.

 

The holders of the Series BB shall not be entitled to receive dividends paid on the Company’s common stock.

 

The Series BB has a liquidation value of $1.00. Upon liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series BB shall be entitled to share equally and ratably in proportion to the preferred stock owned by the holder to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders.

 

As of December 31, 2019, 81,043 Preferred Series BB shares were exchanged for an aggregate of $97,252 convertible notes and 276,723 Preferred Series BB shares were exchanged for an aggregate of $332,068 promissory notes of which 78,620 were returned and cancelled and 279,146 were still outstanding at December 31, 2020. During the three months ended March 31, 2021, the remaining 279,146 were returned and cancelled.

 

As of September 30, 2023 and December 31, 2022, the Company had no preferred shares of Series BB issued and outstanding

 

Designation of Series DD Convertible Preferred Stock

 

On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing 10,000 shares of a new series of preferred stock, par value $0.001 per share, designated Series DD Convertible Preferred Stock (the “Series DD”), for which the board of directors established the rights, preferences and limitations thereof.

 

Each holder of outstanding shares of Series DD shall be entitled to its shares of Series DD into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price.

 

The holders of the Series DD shall not be entitled to receive dividends paid on the Company’s common stock.

 

The holders of the Series DD shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action.

 

On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021).

 

The $5,038,576 value of the 8,974 shares of Series DD to Benito Novas is based on converting into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The $5,038,576 value of the 8,974 shares of Series DD represents the fair value of the consideration paid allocated to the assets and liabilities acquired from Global Stem Cells Group Inc.

 

Page 20 of 38

 

 

In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on annual rate of $90,000, starting January 1, 2022. Additionally, the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued February 18, 2022.

 

The $503,072 value of the 896 shares of Series DD is based on converting into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The $251,536 value of the 448 shares of Series DD was recorded as stock payable at December 31, 2021 and issued on February 18, 2022. The full amount of $503,552 was expensed at the date of grant, as a matter of accounting policy.

 

As of September 30, 2023 and December 31, 2022, the Company had 9,870 and 9,870 preferred shares of Series DD issued and outstanding, respectively. During the period of these financial statements, no dividend was declared or paid on the Series DD preferred shares.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on an annual rate of $90,000 starting January 1, 2022. Additionally, the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued on February 18, 2022. Amounts paid to Enterprise Technology Consulting, a Company 100% owned by Dave Christensen, CEO, for consulting services during the nine months ended September 30, 2023 and the year ended December 31, 2022 were $67,500 and $90,000, respectively.

 

On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of September 30, 2023 and December 31, 2022, the principal balance of the outstanding auto loan was $0.00.

 

Benito Novas’ brother, sister and nephew provide marketing/administrative and training/R&D services to Global Stem Cells Group and were paid $179,219 in the aggregate as consultants during the nine months ended September 30, 2023, and $200,390 in the aggregate for the year ended December 31, 2022.

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

Pursuant to an Agreement between Global Stem Cell Group and a lender dated November 17, 2020, in the event that any of Global Stem Cell Group, and/or the Entities and /or Parent (individually the “Company” and collectively the “Companies”) dispose of any Assets to any party or third party or parties (an “Asset Disposition”), then Global Stem Cell Group shall undertake to cause such party, third party or parties to acquire the perpetual right of a percentage of Global revenues from the Investor. The consideration for the Right shall be equal to the fair value (“FV”) of the Assets at the time of the Asset Disposition (the “Asset Disposition Payment”). The Asset Disposition Payment shall not exceed 27.5% (twenty-seven and a half percent) of the fair market value of the Assets.

 

During the period ending December 31, 2021, Global Stem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV beginning January 16 2022 and ending on January 15, 2024. The property is located in the Tulum Trade Center, consisting of 1,647 square feet with a monthly rent of $2,714 and security deposit of $5,588. During the nine months ended September 30, 2023 and the year ended December 31, 2022 the Company paid $41,164 and $44,097, respectively in rent expense.

 

Page 21 of 38

 

 

NOTE 8 – PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net consisted of the following:

 

   September 30,
2023		   December 31,
2022		 
Computer, equipment and vehicles (5 year useful life)  $166,774   $149,196 
Leasehold improvements (2 year useful life)   217,224    133,208 
Less: accumulated depreciation   (236,150)   (96,135)
Total property and equipment, net  $147,848   $186,269 

 

Depreciation expense for the nine months ended September 30, 2023 and the year ended December 31, 2022 was $140,015 and $55,199, respectively.

 

We evaluate the carrying value of long-lived assets for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Further testing of specific assets or grouping of assets is required when undiscounted future cash flows associated with the assets is less than their carrying amounts. An asset is considered to be impaired when the anticipated undiscounted future cash flows of an asset group are estimated to be less than its carrying value. The amount of impairment recognized is the difference between the carrying value of the asset group and its fair value. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. We recorded no impairment of long-lived assets for the nine months ended September 30, 2023 and the year ended December 31, 2022.

 

NOTE 9 – INTELLECTUAL PROPERTY

 

A third party independent valuation specialist was asked to determine the value of Global Stem Cell Group, Inc., tangible and intangible assets assuming the offering price was at fair value. In order to perform the purchase price allocation, the tangible and intangible assets were valued as of August 18, 2021.

 

The Fair Value of the intangible assets as of the Valuation Date is reasonably represented as:

 

   September 30,
2023		   December 31,
2022		 
Tradename - Trademarks  $87,700   $87,700 
Intellectual Property / Licenses   363,000    363,000 
Customer Base   37,000    37,000 
Intangible assets   487,700    487,700 
Less: accumulated amortization   (206,771)   (133,616)
Total intangible assets, net  $280,929   $354,084 

 

Amortization is computed on straight-line method based on estimated useful lives of 5 years. During the nine months ended September 30, 2023 and the year ended December 31, 2022, the Company recorded amortization expense of the intellectual property of $73,155 and $97,540, respectively.

 

Page 22 of 38

 

 

NOTE 10 – OPERATING LEASES

 

During the period ending December 31, 2021, Global Stem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV beginning January 16, 2022 and ending on January 15, 2024. The property is located in the Tulum Trade Center, consisting of 1,647 square feet with a monthly rent of $2,714 and a security deposit of $5,588.

 

In January 2022, the Company began the buildout of the clinic and began to order equipment. The Cancun facility was inaugurated in May 2022 and is accredited both by the Mexican General Health Council and Cofepris (Mexican FDA).

 

The following table summarizes the Company’s undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease:

 

2023  $8,142 
2024   2,714 
2025   
—
 
2026   
—
 
2027   
—
 
Total undiscounted cash payments   10,856 
Less interest   (103)
Present value of payments  $10,753 

 

NOTE 11 – GOODWILL

 

On August 18, 2021, through a Stock Purchase Agreement, we acquired 100% of the outstanding shares of Global Stem Cell Group, Inc. for $225,000 in cash, the issuance of 1,000,000 shares of preferred series AA stock and the issuance of 8,974 shares of preferred series DD stock.

 

The preliminary purchase price for the merger was determined to be $6.229 million, which consists of (i) 1 million shares of Series AA preferred stock valued at approximately $964,000, (ii) 8,974 shares of Series DD preferred stock valued at approximately $5.04 million and (iii) $225,000 in cash of which $175,000 was advanced prior to closing of the transaction.

 

Under the acquisition method, the purchase price must be allocated to the reporting units net assets acquired, inclusive of intangible assets, with any excess fair value recorded to goodwill. The goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of Global Stem Cells Group, planned growth in new markets, and synergies expected to be achieved from the combined operations of Meso Numismatics, Inc. and Global Stem Cells Group.

 

The following table summarizes the Company's carrying amount of goodwill during the nine months ended September 30, 2023 and the year ended December 31, 2022:

 

   Goodwill 
Balance at December 31, 2021  $5,805,438 
Acquisition   
-
 
Impairment   
-
 
Balance at December 31, 2022  $5,805,438 
Acquisition   
-
 
Impairment   (4,125,460)
Balance at September 30, 2023  $1,679,978 

 

During each fiscal year, we periodically assess whether any indicators of impairment exist which would require us to perform an interim impairment review. As of each interim period end during each fiscal year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of our reporting unit below their carrying values. We performed our annual test of goodwill for impairment as of December 31, 2022.

 

The Company has recognized impairment of $4,125,460 and Goodwill balance as of September 30, 2023 is $1,679,978.

 

Page 23 of 38

 

  

NOTE 12 – DISCONTINUED OPERATIONS

 

On October 28, 2022, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with our prior officer and director, Mr. Melvin Pereira, pursuant to which we agreed to sell Mr. Pereira 100% of our interest in Meso Numismatics Corp., a Florida corporation.  In exchange, Mr. Pereira has agreed to assume all of the liabilities of Meso Numismatics, provide whatever financial and other materials needed by us to prepare and complete our financial statements for reporting purposes, and to not disparage our company. The Company reclassified the results of operations of the coins, paper currency, bullion and medals business resulting in a gain on discontinued operations of $84 for the six months ended June 30, 2022.

 

As a result of this transaction, we are no longer engaged in the sale of coins, paper currency, bullion and medals and we have moved into what we believe is a more lucrative opportunity for our company,  the operations of Global Stem Cell Group.

 

The following table presents the loss from discontinued operations for the nine months ended September 30, 2022:

 

Revenue  $24,991 
Cost of revenue   23,024 
Gross profit   1,967 
      
Operating expenses     
Advertising and marketing   117 
Depreciation and amortization expense   600 
General and administrative   1,599 
Total operating expenses   2,316 
Gain from discontinued operations  $(350)

 

NOTE 13 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to September 30, 2023 through the date these financial statements were issued and have determined that we do not have any other material subsequent events to disclose or recognize in these financial statement

 

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

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, cybersecurity, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further, information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Overview

 

Since the acquisition of Global Stem Cell Group in August of 2021, our focus has been mainly dedicated to its operations serving the markets in the regenerative medicine industry. On October 28, 2022, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with our prior officer and director, Mr. Melvin Pereira, pursuant to which we agreed to sell Mr. Pereira 100% of our interest in Meso Numismatics Corp., a Florida corporation.  As a result of this transaction, we are no longer engaged in the sale of coins, paper currency, bullion and medals and we have moved into what we believe is a more lucrative opportunity for our company,  the operations of Global Stem Cell Group.

 

We believe stem cell therapy is becoming an increasingly effective clinical solution for treating conditions that traditional or conventional medicine only offers within palliative care and pain management. Patients around the world are seeking a natural regenerative alternative without the potential risks and side effects sometimes associated with conventional pharmaceuticals.

 

We work with doctors and their staff to provide products, solutions, equipment, services, and training to help them be successful in the application of Stem Cell Therapies. Our team combines solutions from extensive clinical research with the manufacturing and commercialization of viable cell therapy and immune support related products that we believe will change the course of traditional medicine around the world forever. Our strategy allows us the ability to create immediate revenue streams through product sales, distribution, and clinical applications, driven by our extensive education platform. Our revenue comes directly from the training and the seminars, from the resale of these kits, products, and equipment, services, and from the reoccurring application of our process using the kits and solutions we provide.

 

Global Stem Cells Group is a leader in the Stem Cell and Regenerative Medicine fields, covering clinical research, patient applications, along with physician training through our state-of-the-art global network of companies. The Company’s mission is to enable physicians to make the benefits of stem cell medicine a reality for patients around the world. They have been educating doctors on the science and application of cell-based therapeutics for the past 10 years. Our professional trademarked association “ISCCA” INTERNATIONAL SOCIETY FOR STEM CELL APPLICATION is a global network of medical professionals that leverages these multinational relationships to build best practices and further our mission.

 

Page 25 of 38

 

 

The Company envisions the ability to improve “health-span” through the discovery and developments of new cellular therapy products, and cutting-edge technology.

 

Global Stem Cells Group, as almost everyone else in the world, was severely affected by the covid 19 pandemic. As we have been recovering in 2022 and into 2023, we are integrating every aspect of the regenerative medicine industry. For the rest of 2023, we plan to continue to add manufacturing and commercialization of viable cell therapy and immune support related products that we believe will change the course of traditional medicine around the world forever.

 

We believe this strategy will allow us the ability to increase our current revenues and create immediate revenue streams through product sales, distribution, and clinical applications, driven by our extensive education platform here are our main projects and revenue generators for 2023 and beyond.

 

Results of Operations

 

Below is a summary of the results of operations for the three months ended September 30, 2023 and 2022.

 

   For the Three Months Ended September 30,
   2023  2022  $
Change		  %
Change
Revenue  $646,828   $367,697   $279,131    75.91%
Cost of revenue   196,535    102,779    93,756    91.22%
Gross profit   450,294    264,919    185,375    69.97%
                     
Operating expenses                    
Advertising and marketing   93,227    80,892    12,335    15.25%
Professional fees   161,628    145,117    18,511    12.93%
Officer compensation   22,500    22,500    -    0.00%
Depreciation and amortization expense   98,667    39,682    58,985    148.64%
Investor relations   2,250    32,749    (30,499)   -93.13%
General and administrative   147,084    107,638    39,447    36.65%
Total operating expenses   525,356    426,578    98,778    23.16%
                     
Other income (expense)                    
Interest expense   (1,657,600)   (1,183,166)   (474,434)   40.10%
Gain on Derivative financial instruments   964    876    88    10.05%
Impairment of goodwill   (4,125,460)   -    (4,125,460)   0.00%
Loss from continuing operations   (5,857,159)   (1,343,949)   (4,513,210)   335.82%
                     
Discontinued operations:                    
Gain on sale of discontinued operations   -    (434)   434    -100.00%
Gain from discontinued operations   -    (434)   434    -100.00%
Net loss  $(5,857,159)  $(1,344,383)  $(4,512,776)   335.68%

 

Page 26 of 38

 

 

Revenue

 

Revenue increased by 75.91% in the amount of $279,151 for the three months ended September 30, 2023, compared to the same period in 2022. The key reason for the increase in revenue was a result of the opening of the Cancun facility in the second half of 2022, which provided a facility for physicians to come for training and preform patient procedures. Additional, Global Stem Cells Group, like almost everyone else in the world, was severely affected by the covid 19 pandemic during 2021 and the first six months of 2022, restrictions our international travel along with in person meetings limited our training of new customers along with selling them products and equipment, which adversely affecting our results of operations.

 

We expect that our revenues will increase in future quarters, as we ramp up operations at our manufacturing facilities, and as we continue to increase our advertising and awareness efforts across the globe for our products and services.

 

The following table presents our revenue by product category for the three months ended September 30, 2023 and 2022:

 

   For the Three Months Ended
September 30,
   2023  2022
Training  $170,813   $87,996 
Product supplies   352,300    201,308 
Equipment   45,740    78,393 
Patient procedures   77,975    - 
Total revenue  $646,828   $367,697 

 

Operating expenses

 

Operating expenses increased by 23.16% in the amount of $98,778 for the three months ended September 30, 2023, compared to the same period in 2022. Listed below are the major changes to operating expenses:

 

Advertising and marketing fees increased by $12,335 for the three months ended September 30, 2023, compared to the same period in 2022, primarily due to an increase in advertising by Global Stem Cells Group.

 

Professional fees increased by $18,511 for the three months ended September 30, 2023, compared to the same period in 2022, primarily due to audit fees.

 

Depreciation and amortization increased by $98,667 for the three months ended September 30, 2023, compared to the same period in 2022, primarily due to completion of the Cancun facility in May 2022.

 

Investor relations decreased by $30,499 for the three months ended September 30, 2023, compared to the same period in 2022, primarily due to the expiration of an agreement with an investor relation firm at December 31, 2022.

 

General and administrative expense increase by $147,084 for the three months ended September 30, 2023, compared to the same period in 2022, primarily due to an increase in travel and expenses associated with the Cancun facility.

 

We expect our overall operating expenses to increase on a quarterly basis for the balance of the year and into 2024 as we further implement our business plan. We expect increases in future quarters over all major categories as we engage in efforts to increase brand awareness with our products and services, including advertising campaigns and investor relation services. We also expect an increase in general operating costs and growth initiatives as we ramp up operations and seek to expand them.

 

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Other expense

 

Other expense increased by $4,599,807 for the three months ended September 30, 2023, compared to the same period in 2022, primarily as a result of impairment of goodwill of $4,125,460, the increase in amortization of debt discount of $329,297 and $145,137 of interest on promissory notes.

 

Discontinued operations

 

On October 28, 2022, we completed the disposition of our prior coins, paper currency, bullion and medals business by entering into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with our prior officer and director, Mr. Melvin Pereira, pursuant to which we agreed to sell Mr. Pereira 100% of our interest in Meso Numismatics Corp., a Florida corporation.  The Company reclassified the results of operations of the coins, paper currency, bullion and medals business resulting in a loss on discontinued operations of $434 for the three months ended September 30, 2022.

 

The following table presents the loss from discontinued operations for the three months ended September 30, 2022:

 

Revenue  $6,662 
Cost of revenue   6,585 
Gross profit   77 
      
Operating expenses     
Advertising and marketing   39 
Depreciation and amortization expense   200 
General and administrative   271 
Total operating expenses   510 
Gain from discontinued operations  $(434)

 

Net Loss

 

We recorded a net loss of $5,857,159 for the three months ended September 30, 2023, as compared with a net loss of $1,344,383 for the same period in 2022.

 

Below is a summary of the results of operations for the nine months ended September 30, 2023 and 2022.

 

   For the Nine Months Ended September 30,
   2023  2022  $
Change		  %
Change
Revenue  $1,794,385   $963,967   $830,418    86.15%
Cost of revenue   553,467    445,814    107,653    24.15%
Gross profit   1,240,919    518,153    722,765    139.49%
                     
Operating expenses                    
Advertising and marketing   349,675    216,389    133,286    61.60%
Professional fees   626,411    735,186    (108,775)   -14.80%
Officer compensation   67,500    67,500    -    0.00%
Depreciation and amortization expense   213,170    101,584    111,586    109.85%
Investor relations   6,750    127,633    (120,883)   -94.71%
General and administrative   557,527    339,532    217,996    64.20%
Total operating expenses   1,821,033    1,587,824    233,209    14.69%
                     
Other income (expense)                    
Interest expense   (4,858,406)   (3,454,874)   (1,403,532)   40.62%
Gain on Derivative financial instruments   3,889    10,482    (6,593)   -62.90%
Gain on settlement of debt   2,463    -    2,463    0.00%
Impairment of goodwill   (4,125,460)   -    (4,125,460)   0.00%
Loss from continuing operations   (9,557,629)   (4,514,062)   (5,043,566)   102.53%
                     
Discontinued operations:                    
Gain on sale of discontinued operations   -    (350)   350    -100.00%
Gain from discontinued operations   -    (350)   350    -100.00%
Net loss  $(9,557,629)  $(4,514,412)  $(5,043,217)   111.71%

 

Page 28 of 38

 

 

Revenue

 

Revenue increased by 86.15% in the amount of $830,418 for the nine months ended September 30, 2023, compared to the same period in 2022. The key reason for the increase in revenue was a result of the opening of the Cancun facility in the second half of 2022, which provided a facility for physicians to come for training and preform patient procedures. Additional, Global Stem Cells Group, like almost everyone else in the world, was severely affected by the covid 19 pandemic during 2021 and the first six months of 2022, restrictions our international travel along with in person meetings limited our training of new customers along with selling them products and equipment which adversely affecting our results of operations.

 

We expect that our revenues will increase in future quarters, as we ramp up operations at our manufacturing facilities, and as we continue to increase our advertising and awareness efforts across the globe for our products and services.

 

The following table presents our revenue by product category for the nine months ended September 30, 2023 and 2022:

 

   For the Nine Months Ended
September 30,
   2023  2022
Training  $462,277   $199,672 
Product supplies   981,756    552,634 
Equipment   155,480    211,661 
Patient procedures   194,872    - 
Total revenue  $1,794,385   $963,967 

 

Operating expenses

 

Operating expenses increased by 14.69% in the amount of $233,209 for the nine months ended September 30, 2023, compared to the same period in 2022. Listed below are the major changes to operating expenses:

 

Advertising and marketing fees increased by $133,286 for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to an increase in advertising by Global Stem Cells Group.

 

Professional fees decreased by $108,775 for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to audit fees.

 

Depreciation and amortization increased by $111,586 for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to completion of the Cancun facility in May 2022.

 

Investor relations decreased by $120,883 for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to the expiration of an agreement with an investor relation firm at December 31, 2022.

 

General and administrative expense increase by $217,996 for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to an increase in travel and expenses associated with the Cancun facility.

 

We expect our overall operating expenses to increase on a quarterly basis for the balance of the year and into 2024 as we further implement our business plan. We expect increases in future quarters over all major categories as we engage in efforts to increase brand awareness with our products and services, including advertising campaigns and investor relation services. We also expect an increase in general operating costs and growth initiatives as we ramp up operations and seek to expand them.

 

Page 29 of 38

 

 

Other expense

 

Other expense increased by $5,533,123 for the nine months ended September 30, 2023, compared to the same period in 2022, primarily as a result of impairment of goodwill of $4,125,460, the increase in amortization of debt discount of $962,731 and $440,801 of interest on promissory notes.

 

Discontinued operations

 

On October 28, 2022, we completed the disposition of our prior coins, paper currency, bullion and medals business by entering into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with our prior officer and director, Mr. Melvin Pereira, pursuant to which we agreed to sell Mr. Pereira 100% of our interest in Meso Numismatics Corp., a Florida corporation.  The Company reclassified the results of operations of the coins, paper currency, bullion and medals business resulting in a loss on discontinued operations of $350 for the nine months ended September 30, 2022.

 

The following table presents the loss from discontinued operations for the nine months ended September 30, 2022:

 

Revenue  $24,991 
Cost of revenue   23,024 
Gross profit   1,967 
      
Operating expenses     
Advertising and marketing   117 
Depreciation and amortization expense   600 
General and administrative   1,599 
Total operating expenses   2,316 
Gain from discontinued operations  $(350)

 

Net Loss

 

We recorded a net loss of $9,557,629 for the nine months ended September 30, 2023, as compared with a net loss of $4,514,412 for the same period in 2022.

 

Liquidity and Capital Resources

 

Since inception, we have financed our operations through private placements and convertible notes. The following is a summary of the cash and cash equivalents as of September 30, 2023 and December 31, 2022.

 

   September 30,
2023		   December 31,
2022		   $
Change		   %
Change		 
Cash and cash equivalents  $1,143,941   $1,645,185   $(501,244)   -30.47%

 

Summary of Cash Flows

 

Below is a summary of our cash flows for the nine months ended September 30, 2023 and 2022.

 

  

For the Nine Months Ended

September 30,

   2023  2022
Net cash used in operating activities  $(389,800)  $(1,064,706)
Net cash used in investing activities   (101,594)   (129,901)
Net cash used in financing activities   (9,850)   (14,282)
Net decrease in cash and cash equivalents  $(501,244)  $(1,208,889)

 

Page 30 of 38

 

 

Operating activities

 

Net cash used in operating activities was $389,800 during the nine months ended September 30, 2023 and consisted of a net loss of $9,557,629, which was offset by a net change in operating assets and liabilities of $2,539,793 and non-cash items of $6,628,036. The non-cash items for the nine months ended September 30, 2023, consisted of impairment of goodwill of $4,125,460, depreciation and amortization expenses of $213,170 and amortization of debt discount of $2,295,758, partially offset by the change in derivative liabilities of $3,889 and gain on settlement of debt of $2,463. The significant change in operating assets and liabilities was an increase in accounts payable and accrued liabilities, partially offset by the decrease in accounts receivable and prepaid expense.

 

Net cash used in operating activities was $1,064,706 during the nine months ended September 30, 2022 and consisted of a net loss from continuing operations of $4,514,062, which was offset by a net change in operating assets and liabilities of $2,038,208 and non-cash items of $1,410,898. The non-cash items for the nine months ended September 30, 2022, consisted of depreciation and amortization expenses of $101,784 and amortization of debt discount of $1,319,796, partially offset by the change in derivative liabilities of $10,482. The significant change in operating assets and liabilities was an increase in accounts payable and accrued liabilities partially offset by the decrease in accounts receivable and prepaid expense and loss on discontinued operations of $350.

 

Investing activities

 

Net cash used in investing activities was $101,594 and consisted of the purchase of property and equipment associated with the Cancun facility during the nine months ended September 30, 2023.

 

Net cash used in investing activities was $129,901 and consisted of the purchase of property and equipment associated with the completion of the Cancun lab during the nine months ended September 30, 2022.

 

Financing activities

 

Net cash used in financing activities was $9,850 and consisted of principal payment of debt for the nine months ended September 30, 2023.

 

Net cash used in financing activities was $14,282 and consisted of principal payment of debt for the nine months ended September 30, 2022.

 

Going Concern

 

The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $61,734,094 and a working capital deficit of $23,243,793 as of September 30, 2023 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

 

The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.

 

The Company will require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2023, the Company had no off-balance sheet arrangements.

 

Page 31 of 38

 

 

Critical Accounting Policies

 

Our critical accounting policies have not materially changed during the nine months ended September 30, 2023. Furthermore, the preparation of our financial statements is in conformity with generally accepted accounting principles in the United States of America, or GAAP. The preparation of our financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Our management believes that we consistently apply these judgments and estimates, and the financial statements fairly represent all periods presented. However, any differences between these judgments and estimates and actual results could have a material impact on our statements of income and financial position.

 

Derivative Instruments

 

The derivative instruments are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Monte Carlo option pricing model to value the derivative instruments.

 

Stock Based Compensation

 

Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered.

 

New Accounting Pronouncements

 

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform—Scope, which clarified the scope and application of the original guidance. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform—Deferral of the Sunset Date of Topic 848. This update extends the sunset provision of ASU 2020-04 to December 31, 2024. The Company has not yet adopted this ASU and is evaluating the effect of adopting this new accounting guidance.

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For companies that qualified as Smaller Reporting Companies as defined by the SEC as of November 19, 2019, ASU 2016-13 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is evaluating the impact of the guidance on its financial statements.

 

Other accounting standards and amendments to existing accounting standards that have been issued and have future effective dates are not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.

 

Page 32 of 38

 

 

Goodwill

 

Goodwill represents the excess of fair value over identifiable tangible and intangible net assets acquired in business combinations. Goodwill is not amortized, instead goodwill is reviewed for impairment at least annually, or on an interim basis between annual tests when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value.

 

Revenue Recognition

 

On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, “ASC 606”), the Company recognizes revenue from the sales of products, by applying the following steps:

 

  (1) Identify the contract with a customer

 

  (2) Identify the performance obligations in the contract

 

  (3) Determine the transaction price

 

  (4) Allocate the transaction price to each performance obligation in the contract

 

  (5) Recognize revenue when each performance obligation is satisfied

 

There was no material impact on the Company’s financial statements as a result of adopting Topic 606 for the nine months ended September 30, 2023 and the year ended December 31, 2022.

 

The Company’s main source of revenue is comprised of the following:

 

●Training-GSCG offers a Stem Cell & Exosomes Certification Program where physicians attending these training sessions will take advantage of a full review of stem cell biology, characterization and regenerative properties of cells and cell products, cytokines and growth factors and how they can be applied in a clinic setting. The physicians will pay for the training sessions upfront and receives all the material and certificate upon completion of seminar. Completion of the seminar is when control is transferred and when revenue is recognized.

 

●Products-Physicians can order SVF Kits through GSCG which includes EC Certificate from Institute for Testing and Certificating, Inc. SVT Kits are paid for upfront and shipped from a third party directly to physicians. Transfer of control is when the product is shipped which is when revenue is recognized.

 

●Equipment- Physicians can order equipment through GSCG which includes a warranty from manufacture of equipment. Equipment is paid for upfront and shipped from manufacture directly to physicians. Transfer of control is when the equipment is shipped which is when revenue is recognized.

 

●Patient procedures are the treatments GSCG is offering at its Cancun clinic. The transfer of control is when the procedures are completed which is when revenue is recognized.

 

Page 33 of 38

 

 

The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or as services are rendered. Revenue is measured based on the consideration the Company receives in exchange for those products.

 

Use of Estimates

 

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates included in these financial statements are associated with accounting for the goodwill, derivative liability valuations, valuation of preferred stock, fair value estimates, valuation of assets and liabilities in business combination and in its going concern analysis.

 

Fair Value of Financial Instruments

 

The fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.

 

Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies, as follows:

 

Level 1Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

 

Level 2Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

 

Level 3Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

 

At September 30, 2023 and December 31, 2022, the carrying amounts of the Company’s financial instruments, including cash, account payables, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments.

 

At September 30, 2023 and December 31, 2022, the Company does not have any assets or liabilities except for derivative liabilities related to convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement.

 

Page 34 of 38

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are not required to provide the information required by this Item because we are a smaller reporting company.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

 

  1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the nine months ended September 30, 2023. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

  2.   We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

 

  3. The Company failed to account for the acquisition of GSCG using the full purchase accounting method in accordance with ASC 805.

 

To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. We have not remedied the material weaknesses as of September 30, 2023. The Company plans to take remedial action to address these weaknesses during the fiscal year ended December 31, 2023.

 

Changes in Internal Control Over Financial Reporting

 

There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the nine months ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except the implementation of the controls identified above.

 

Page 35 of 38

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

To the Company’s knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A.  Risk Factors

 

See risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on April 14, 2023.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

  

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

N/A.

 

Item 5. Other Information

 

None.

 

Page 36 of 38

 

 

Item 6. Exhibits

 

Exhibit 
Number		   Description of Exhibit
31.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**   The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 formatted in Extensible Business Reporting Language (XBRL).
101.INS**   Inline XBRL Instance Document.
101.SCH**   Inline XBRL Taxonomy Extension Schema Document.
101.CAL**   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

**Provided herewith

 

Page 37 of 38

 

 

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 on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Dated November 20, 2023 MESO NUMISMATICS, INC.
     
  By: /s/ David Christensen
    David Christensen
   

President, Chief Executive Officer,
Chief Financial Officer, Secretary and Director

(Principal Executive Officer)

(Principal Financial Officer)

(Principal Accounting Officer)

 

 

Page 38 of 38

 

 

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Exhibit 31.1

 

CERTIFICATIONS

 

I, David Christensen, certify that;

 

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2023, of Meso Numismatics, Inc. (the “registrant”);

 

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

 

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

 

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

 

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

 

  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

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

 

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

 

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

 

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

 

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

 

Date: November 20, 2023  
     
/s/ David Christensen  
By: David Christensen  
Title:  Chief Executive Officer  

Exhibit 31.2

 

CERTIFICATIONS

 

I, David Christensen, certify that;

 

1.I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2023, of Meso Numismatics, Inc. (the “registrant”);

 

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

 

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

 

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

 

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

 

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

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

 

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

 

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

 

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

 

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

 

Date: November 20, 2023  
     
/s/ David Christensen  
By: David Christensen  
Title:  Chief Financial Officer  

Exhibit 32.1 

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly Report of Meso Numismatics, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, filed with the Securities and Exchange Commission (the “Report”), I, David Christensen, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

 

By: /s/ David Christensen  
Name:  David Christensen  
Title: Principal Executive Officer, Principal
Financial Officer and Director		  
     
Date: November 20, 2023  

 

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

v3.23.3
Document And Entity Information - shares
 9 Months Ended
Sep. 30, 2023
Nov. 01, 2023
Document Information Line Items    
Entity Registrant Name MESO NUMISMATICS, INC.  
Document Type 10-Q  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   12,443,938
Amendment Flag false  
Entity Central Index Key 0001760026  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Sep. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-56010  
Entity Incorporation, State or Country Code NV  
Entity Tax Identification Number 88-0492191  
Entity Address, Address Line One 433 Plaza Real Suite 275  
Entity Address, City or Town Boca Raton  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33432  
City Area Code (800)  
Local Phone Number 889-9509  
Title of 12(b) Security None  
Security Exchange Name NONE  
Entity Interactive Data Current Yes  
No Trading Symbol Flag true  
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
Sep. 30, 2023
Dec. 31, 2022
 [1]
Current assets    
Cash and cash equivalents $ 1,143,941 $ 1,645,185
Accounts receivable 35,011 49,766
Prepaid expenses 10,750
Total current assets 1,189,702 1,694,951
Property and equipment, net 147,848 186,269
Other assets 5,568 5,568
Intangible assets, net 280,929 354,084
Right of use asset, net 10,753 33,963
Goodwill 1,679,978 5,805,438
Total assets 3,314,778 8,080,273
Current liabilities    
Accounts payable and accrued liabilities 367,108 245,463
Accrued interest 7,080,622 4,657,530
Customer advances 1,500 10,450
Derivative liability 3,055 6,944
Lease liability, current portion 10,753 32,568
Notes payable, net 16,970,457 7,046,666
Total current liabilities 24,433,495 11,999,621
Long term liabilities    
Lease liability, net of current portion 1,395
Convertible notes payable, net of discount 32,785 37,419
Notes payable – related parties 7,800 7,800
Notes payable, net of discount 380,619 8,016,330
Total liabilities 24,854,699 20,062,565
Stockholders' deficit    
Common stock, $0.001 par value; 6,500,000,000 shares authorized; 14,046,252 shares issued and 12,443,938 shares outstanding as of September 30, 2023 and December 31, 2022, respectively 12,444 12,444
Additional paid in capital 40,180,669 40,180,669
Accumulated deficit (61,734,094) (52,176,465)
Total stockholders' deficit (21,539,921) (11,982,292)
Total liabilities and stockholders' deficit 3,314,778 8,080,273
Series AA Preferred Stock    
Stockholders' deficit    
Preferred stock value 1,050 1,050
Series DD Preferred Stock    
Stockholders' deficit    
Preferred stock value $ 10 $ 10
[1] Derived from audited information
v3.23.3
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
 [1]
Common stock, par value (in Dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 6,500,000,000 6,500,000,000
Common stock, shares issued 14,046,252 12,443,938
Common stock, shares outstanding 14,046,252 12,443,938
Series AA Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 1,050,000 1,050,000
Preferred stock, shares issued 1,050,000 1,050,000
Preferred stock, shares outstanding 1,050,000 1,050,000
Series DD Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000 10,000
Preferred stock, shares issued 9,870 9,870
Preferred stock, shares outstanding 9,870 9,870
[1] Derived from audited information
v3.23.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
Revenue $ 646,828 $ 367,697 $ 1,794,385 $ 963,967
Cost of revenue 196,535 102,779 553,467 445,814
Gross profit 450,294 264,919 1,240,919 518,153
Operating expenses        
Advertising and marketing 93,227 80,892 349,675 216,389
Professional fees 161,628 143,117 626,411 735,186
Officer compensation 22,500 22,500 67,500 67,500
Depreciation and amortization expense 98,667 39,682 213,170 101,584
Investor relations 2,250 32,749 6,750 127,633
General and administrative 147,084 107,638 557,527 339,532
Total operating expenses 525,356 426,578 1,821,033 1,587,824
Other income (expense)        
Interest expense (1,657,600) (1,183,166) (4,858,406) (3,454,874)
Gain on derivative financial instruments 964 876 3,889 10,482
Gain on settlement of debt 2,463
Impairment of goodwill (4,125,460)   (4,125,460)  
Loss from continuing operations (5,857,159) (1,343,949) (9,557,629) (4,514,062)
Discontinued operations:        
Gain on sale of discontinued operations (434) (350)
Loss from discontinued operations (434) (350)
Net loss $ (5,857,159) $ (1,344,383) $ (9,557,629) $ (4,514,412)
Basic and diluted earnings (loss) per share from:        
Continuing operations - Basic (in Dollars per share) $ (0.47) $ (0.11) $ (0.77) $ (0.37)
Discontinued operations - Basic (in Dollars per share)
Net loss per common share, basic (in Dollars per share) $ (0.47) $ (0.11) $ (0.77) $ (0.37)
Weighted average number of common shares outstanding, basic (in Shares) 12,443,938 12,032,466 12,443,938 12,187,004
v3.23.3
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
Continuing operations -Diluted $ (0.47) $ (0.11) $ (0.77) $ (0.37)
Discontinued operations -Diluted
Net loss per common share, diluted $ (0.47) $ (0.11) $ (0.77) $ (0.37)
Weighted average number of common shares outstanding, diluted (in Shares) 12,443,938 12,032,466 12,443,938 12,187,004
v3.23.3
Consolidated Statements of Stockholders’ Deficit (Unaudited) - USD ($)
Series AA
Preferred Stock
Series DD
Preferred Stock
Common Stock
Additional Paid In Capital
Accumulated Deficit
Total
Balance at Dec. 31, 2021 $ 1,050 $ 10 $ 12,086 $ 39,899,491 $ (46,669,644) $ (6,757,007)
Balance (in Shares) at Dec. 31, 2021 1,050,000 9,422 12,085,125      
Issuance of common stock for services $ 165 19,835 20,000
Issuance of common stock for services (in Shares)     165,763      
Issuance of preferred series DD for services-related party 251,536 251,536
Issuance of preferred series DD for services-related party (in Shares)   448        
Net loss   (4,514,412) (4,514,412)
Balance at Jun. 30, 2022 $ 1,050 $ 10 $ 12,251 40,170,862 (51,184,056) (10,999,883)
Balance (in Shares) at Jun. 30, 2022 1,050,000 9,870 12,250,888      
Balance at Jun. 30, 2022 $ 1,050 $ 10 $ 12,251 40,170,862 (49,839,673) (9,655,499)
Net loss   (1,344,383) (1,344,383)
Balance at Sep. 30, 2022 $ 1,050 $ 10 $ 12,251 40,170,862 (51,184,056) (10,999,883)
Balance (in Shares) at Sep. 30, 2022 1,050,000 9,870 12,250,888      
Balance at Dec. 31, 2022 $ 1,050 $ 10 $ 12,444 40,180,669 (52,176,465) (11,982,292)
Balance (in Shares) at Dec. 31, 2022 1,050,000 9,870 12,443,938      
Net loss   (9,557,629) (9,557,629)
Balance at Jun. 30, 2023 $ 1,050 $ 10 $ 12,444 40,180,669 (61,734,094) (21,539,921)
Balance (in Shares) at Jun. 30, 2023 1,050,000 9,870 12,443,938      
Balance at Jun. 30, 2023 $ 1,050 $ 10 $ 12,444 40,180,669 (55,876,935) (15,682,762)
Net loss   (5,857,159) (5,857,159)
Balance at Sep. 30, 2023 $ 1,050 $ 10 $ 12,444 $ 40,180,669 $ (61,734,094) $ (21,539,921)
Balance (in Shares) at Sep. 30, 2023 1,050,000 9,870 12,443,938      
v3.23.3
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Statement of Cash Flows [Abstract]    
Net loss from continuing operations $ (9,557,029) $ (4,514,062)
Non-cash adjustments to reconcile net loss to net cash:    
Amortization of debt discount 2,295,758 1,319,796
Depreciation and amortization expense 213,170 101,584
Gain from changes in derivative liability fair values (3,889) (10,482)
Gain from settlement of debt (2,463)
Impairment of goodwill 4,125,460
Changes in operating assets and liabilities:    
Accounts receivable 14,755 (69,007)
Prepaid expenses (10,750) 2,714
Accounts payable and accrued liabilities 2,535,788 2,104,501
Cash used for operating activities-continuing operations (389,800) (1,064,956)
Depreciation on discontinued operations 600
Gain on discontinued operations (350)
Cash provided for operating activities-discontinued operations 250
CASH USED BY OPERATING ACTIVITIES (389,800) (1,064,706)
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchase of property and equipment (101,594) (129,901)
CASH USED BY INVESTING ACTIVITIES (101,594) (129,901)
Principal payment on debt (9,850) (14,282)
CASH USED BY FINANCING ACTIVITIES (9,850) (14,282)
Net decrease in cash (501,244) (1,208,889)
Cash, beginning of period 1,645,185 [1] 2,978,525
Cash, end of period 1,143,941 1,769,636
Cash paid for income taxes
Cash paid for interest 265
NON-CASH FINANCING ACTIVITIES:    
Issuance of preferred series DD 251,536
Issuance of common shares for services $ 20,000
[1] Derived from audited information
v3.23.3
Organization and Description of Business
 9 Months Ended
Sep. 30, 2023
Organization and Description of Business [Abstract]  
ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Organization and History

 

Meso Numismatics, Inc. (the “Company”) was originally organized under the laws of Washington State in 1999, as Spectrum Ventures, LLC to develop market and sell VOIP (Voice over Internet Protocol) services. In 2002, the Company changed its name to Nxtech Wireless Cable Systems, Inc. In August 2007, the Company changed its name to Oriens Travel & Hotel Management Corp. In November 2014, the Company changed its name to Pure Hospitality Solutions, Inc.

 

On November 16, 2016, the Company entered into an Agreement and Plan of Merger between the Company and Meso Numismatics Corp. (“Meso”). The acquisition of Meso is to support the Company’s overall mission of specializing in ventures related to Central America and the Latin countries of the Caribbean; not limited to tourism. Meso is a small but scalable numismatics operation that the Company can leverage for low-cost cost revenues and product marketing.

 

Meso Numismatics, Inc. maintains an online store with eBay (www.mesocoins.com) and participates in live auctions with major companies such as Heritage Auctions, Stacks Bowers Auctions and Lyn Knight Auctions.

 

The acquisition was complete on August 4, 2017 following the Company issuance of 25,000 shares of Series BB preferred stock to Meso to acquire one hundred (100%) percent of Meso’s common stock. The Company accounted for the acquisition as common control, as Melvin Pereira, the CEO and principal shareholder of the Company controlled, operated and owned both companies. On November 16, 2016, the date of the Merger Agreement and June 30, 2017, the date of the Debt Settlement Agreement, Melvin Pereira, CEO of Pure Hospitality Solutions, owned 100% of the stock of Meso Numismatics, Inc. Pure Hospitality Solutions, Inc. and Meso Numismatics, Inc. first came under common control on June 30, 2017.

 

On September 4, 2017, the Company decided to suspend its booking operations, Oveedia, to focus on continuing to build its numismatic business, Meso Numismatics. Inc. The Company did, however, use its footprint within the Latin American region to expand Meso Numismatics, Inc. at a much quicker rate.

 

In September 2018, the Company changed its name to Meso Numismatics, Inc. and FINRA provided a market effective date and on September 26, 2018, the new ticker symbol MSSV became effective on October 16, 2018.

 

On July 2, 2018, the Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The prior year financials have been changed to reflect the 1-for-1,000 reverse stock split.

 

On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021).

 

Pursuant to the terms of the Fifth Post Closing Amendment along with the completion of the acquisition of Global Stem Cells Group Inc., the issuance of the 1,000 shares of the Company’s Series CC Convertible Preferred Stock to Lans Holdings Inc. was terminated and replaced with a cash payment as consideration. The Company paid Lans Holdings Inc., by delivery in escrow, an amount equal to USD $8,200,000, which Cash Payment was used by Lans Holdings Inc. for the repurchase of all of its shares of common stock from its common shareholders. On November 3, 2021, the Company paid $8,200,000 in cash to an escrow account set up by Lans Holdings Inc.

 

On October 28, 2022, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with our prior officer and director, Mr. Melvin Pereira, pursuant to which we agreed to sell Mr. Pereira 100% of our interest in Meso Numismatics Corp., a Florida corporation.  In exchange, Mr. Pereira has agreed to assume all of the liabilities of Meso Numismatics, provide whatever financial and other materials needed by us to prepare and complete our financial statements for reporting purposes, and to not disparage our company. The Company reclassified $68,313 of liabilities outstanding resulting in a gain on discontinued operations at December 31, 2022.

 

Description of Business

 

As a result of this transaction, the Company is longer engaged in the sale of coins, paper currency, bullion and medals and it has moved into what is believed to be a more lucrative opportunity for the Company - the operations of Global Stem Cell Group.

 

The Company believes stem cell therapy is becoming an increasingly effective clinical solution for treating conditions that traditional or conventional medicine only offers within palliative care and pain management. The Company works with doctors and their staff to provide products, solutions, equipment, services, and training to help them be successful in the application of Stem Cell Therapies. The Company combines solutions from extensive clinical research with the manufacturing and commercialization of viable cell therapy and immune support related products that it believes will change the course of traditional medicine around the world forever. The Company’s revenue comes directly from the training and the seminars, from the resale of these kits, products, and equipment, services, and from the reoccurring application of the Company’s process using the kits and solutions it provides.
v3.23.3
Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2023
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation and Basis of Presentation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Global Stem Cells Group Inc. (since August 18, 2021) and Cellular Hope Institute, wholly-owned subsidiary of Global Stem Cells Group Inc. These condensed consolidated financial statements have been prepared and, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the consolidated financial position and the consolidated statements of income and consolidated cash flows for the periods presented in conformity with generally accepted accounting principles for interim consolidated financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X, Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. Operating results for the nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2022, filed on April 14, 2023, which can be found at www.sec.gov. All significant intercompany transactions have been eliminated in consolidation.

 

Use of Estimates in Financial Statement Presentation

 

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates included in these financial statements are associated with accounting for the goodwill, derivative liability, valuation of preferred stock, and for the valuation of assets and liabilities in business combination.

 

Reclassifications

 

Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. No change in net loss resulted from these reclassifications.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At September 30, 2023 and December 31, 2022, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of September 30, 2023 and December 31, 2022. Our cash balances at financial institutions may exceed the Federal Deposit Insurance Company’s (FDIC) insured limit of $250,000 from time to time.

 

Accounts Receivable

 

Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $0 and $0 as of September 30, 2023 and December 31, 2022, respectively.

 

Intangible Assets

 

Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment was recognized for the nine months ended September 30, 2023 and the year ended December 31, 2022.

 

Lease Accounting

 

The Company leases office space and clinical space under a lease arrangement. These properties are generally leased under non-cancelable agreements that contain lease terms in excess of twelve months on the date of entry as well as renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for base minimum rental payment, as well non-lease components including insurance, taxes, maintenance, and other common area costs.

 

At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of twelve months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using the rate implicit in the contract if available or an estimate of our incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The discount rates used for the initial measurement of lease liabilities as of the date of entry were based on the original lease terms.

 

Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the non-cancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain real estate lease agreements require payments for non-lease costs such as utilities and common area maintenance. The Company has elected an accounting policy to not separate implicit components of the contract that may be considered non-lease related.

 

Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. The lease payments are allocated between a reduction of the lease liability and interest expense. Depreciation of the right-of-use asset for operating leases reflects the use of the asset on straight-line basis over the expected term of the lease.

 

Goodwill

 

We test our reporting unit for impairment annually at year end or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, we record an impairment loss based on the difference between fair value and carrying amount of the reporting unit, not to exceed to the associated carrying amount of goodwill. (see Note 11 for detail of goodwill).

 

Derivative Instruments

 

The derivative instruments are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Monte Carlo option pricing model to value the derivative instruments.

 

Revenue Recognition

 

The Company recognizes revenue from the sale of products under ASC 606 by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

 

The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or services are provided. Revenue is measured based on the consideration the Company receives in exchange for those products.

 

Income Taxes

 

The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities, given the provisions of currently enacted tax laws.

 

The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met.

 

Net Earnings (Losses) Per Common Share

 

The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS.

 

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. The effect of common stock equivalents is anti-dilutive with respect to losses and therefore basic and dilutive is the same.

 

Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at September 30, 2023 and December 31, 2022, respectively, because their inclusion would have been anti-dilutive.

 

   September 30,   December 31, 
   2023   2022 
Convertible notes outstanding   236,822    365,463 
Convertible preferred stock outstanding   39,447,283    39,447,283 
Shares underlying warrants outstanding   103,500,000    103,500,000 
    143,184,105    143,312,746 

 

Fair Value of Financial Instruments

 

The fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.

 

Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows:

 

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

 

Level 2Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

 

Level 3Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

 

At September 30, 2023 and December 31, 2022, the carrying amounts of the Company’s financial instruments, including cash, account payables, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments.

 

At September 30, 2023 and December 31, 2022, the Company does not have any assets or liabilities except for derivative liabilities related to convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement.

 

The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of September 30, 2023 and December 31, 2022:

 

 

   Level 1   Level 2   Level 3   Total 
September 30, 2023                
Derivative liability   
        -
    
       -
    3,055    3,055 
Total  $
-
   $
-
   $3,055   $3,055 
                     
December 31, 2022                    
Derivative liability   
-
    
-
    6,944    6,944 
Total  $
-
   $
-
   $6,944   $6,944 

 

Comprehensive Income

 

The Company records comprehensive income as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. As of September 30, 2023 and December 31, 2022, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

Stock Based Compensation

 

Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered.

 

New Accounting Pronouncements

 

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform—Scope, which clarified the scope and application of the original guidance. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform—Deferral of the Sunset Date of Topic 848. This update extends the sunset provision of ASU 2020-04 to December 31, 2024. The Company has not yet adopted this ASU and is evaluating the effect of adopting this new accounting guidance.

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For companies that qualified as Smaller Reporting Companies as defined by the SEC as of November 19, 2019, ASU 2016-13 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is evaluating the impact of the guidance on its financial statements.

 

Other accounting standards and amendments to existing accounting standards that have been issued and have future effective dates are not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements

 

Going Concern

 

The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of $61,734,094 and a working capital deficit of $23,243,793 as of September 30, 2023 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

 

The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.

 

The Company will require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. 
v3.23.3
Revenue Recognition
 9 Months Ended
Sep. 30, 2023
Revenue Recognition [Abstract]  
REVENUE RECOGNITION

NOTE 3 – REVENUE RECOGNITION

 

The Company recognizes revenue from the sales of products under ASC 606 by applying the following steps:

 

  (1) Identify the contract with a customer

 

  (2) Identify the performance obligations in the contract

 

  (3) Determine the transaction price

 

  (4) Allocate the transaction price to each performance obligation in the contract

 

  (5) Recognize revenue when each performance obligation is satisfied

 

The Company’s main source of revenue is comprised of the following:

 

●Training-GSCG offers a Stem Cell & Exosomes Certification Program where physicians attending these training sessions will take advantage of a full review of stem cell biology, characterization and regenerative properties of cells and cell products, cytokines and growth factors and how they can be applied in a clinic setting. The physicians will pay for the training sessions upfront and receives all the material and certificate upon completion of seminar. Completion of the seminar is when control is transferred and when revenue is recognized.

 

●Products-Physicians can order SVF Kits through GSCG, which includes EC Certificate from Institute for Testing and Certificating, Inc. SVT Kits are paid for upfront and shipped from a third party directly to physicians. Transfer of control is when the product is shipped, which is when revenue is recognized.

 

●Equipment- Physicians can order equipment through GSCG, which includes a warranty from manufacture of equipment. Equipment is paid for upfront and shipped from manufacture directly to physicians. Transfer of control is when the equipment is shipped which is when revenue is recognized.

 

●Patient procedures are the treatments GSCG is offering at its Cancun clinic. The transfer of control is when the procedures are completed, which is when revenue is recognized.

 

The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or as services are rendered. Revenue is measured based on the consideration the Company receives in exchange for those products.

 

The following table presents the Company’s revenue by product category for the nine months ended September 30, 2023 and 2022:

 

   For the Nine Months Ended
September 30,		 
   2023   2022 
Training  $462,277   $199,672 
Product supplies   981,756    552,634 
Equipment   155,480    211,664 
Patient procedures   194,872    
-
 
Total revenue  $1,794,385   $963,967 

 

Listed below are the revenues, cost of revenues, gross profits, assets and net loss by Company:

 

   For the Nine Months Ended 
   September 30, 2023 
   Global Stem
Cells Group		   Meso
Numismatics		   Total 
Revenue  $1,794,385   $
-
   $1,794,385 
Cost of revenue   553,467    
-
    553,467 
Gross profit  $1,240,919   $
-
   $1,240,919 
Gross Profit %   69.16%   0.00%   69.16%
                
Assets  $937,265   $2,377,513   $3,314,778 
Net loss  $(253,826)  $(9,303,803)  $(9,557,629)

  

COVID-19

 

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”.

 

The significant outbreak of COVID-19 resulted in a widespread health crisis that adversely affected the economies and financial markets in which we operate. Restrictions in international travel along with in person meetings limited our training of new customers along with selling them products and equipment which adversely affecting our results of operations and financial condition during 2021 and the first six months of 2022.

 

During the fourth quarter of 2022 and into 2023 we started recovering from the COVID-19 pandemic with restrictions in international travel removed along with the opening of the Cancun facility in the second half of 2022, which provided a facility for physicians to come for training and preform patient procedures.

 

The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high-quality services and equipment. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities at the date of issuance of these financial statements. These estimates may change as new events occur and additional information is obtained.
v3.23.3
Notes Payable
 9 Months Ended
Sep. 30, 2023
Notes Payable [Abstract]  
NOTES PAYABLE

NOTE 4 – NOTES PAYABLE

 

Convertible Notes Payable

 

On November 25, 2019, Meso Numismatics, Inc. pursuant to the certificate of designation of the Series BB Preferred Stock, elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder had the option, within 30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. If the shareholder did not give the Meso Numismatics, Inc. notice the Indebtedness shall automatically was issued in the form of a promissory note. The convertible note agreements bear no interest and have a four (4) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the investors’ sole discretion, into shares of common stock at conversion price equal to the lowest bid price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the three prior trading days including the day upon which a Notice of Conversion is received by the Company. As of December 31, 2019, 81,043 Preferred Series BB shares were exchange for an aggregate of $97,252 convertible notes. During the periods ending September 30, 2023 and December 31, 2022, the Company made payments of $9,850 and $15,000, respectively, on the outstanding convertible notes.

 

The balance of the convertible notes as of September 30, 2023 and December 31, 2022 is as follows:

 

   September 30,   December 31, 
   2023   2022 
Convertible notes payable  $44,939   $57,252 
Less: Discount   (12,154)   (19,833)
Convertible notes payable, net  $32,785   $37,419 

 

 

During the periods ending September 30, 2023 and December 31, 2022, the Company incurred $7,679 and $18,437, respectively, of debt discount amortization expense and made payments of $9,850 and $15,000, respectively, on the outstanding convertible notes. As of September 30, 2023 and December 31, 2022, the Company had no accrued interest.

 

Promissory Notes Payable

 

During 2015, the Company entered into line of credit with Digital Arts Media Network treated as a promissory note. The promissory note bear interest at ten (10%) and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. As of September 30, 2023 and December 31, 2022, the principal balance of the outstanding loan was $130,025 and $130,025, respectively, and accrued interest of $102,325 and $92,600, respectively.

 

On November 25, 2019, Meso Numismatics, Inc. pursuant to the certificate of designation of the Series BB, Preferred Stock elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder shall have the option, within 30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. Should the shareholder not give the Meso Numismatics, Inc. notice the Indebtedness shall automatically be issued in the form of a promissory note. The promissory note agreements bear no interest and have a four (4) year maturity date with a 20% premium to be paid upon maturity. The notes may be repaid in whole or in part at any time prior to maturity. As of December 31, 2019, 276,723 Preferred Series BB shares were exchange for an aggregate of $332,068 promissory notes. As of September 30, 2023 and December 31, 2022, the aggregate loan balances outstanding was $398,482 and $398,482, respectively, and unamortized discount of $10,062 and $16,083, respectively.

 

On December 3, 2019, Melvin Pereira, the prior CEO, converted 18,500 shares of the 25,000 shares of Series BB preferred stock to acquire one hundred (100%) percent of Meso’s common stock into 250,999 shares of the Company’s common stock and elected to exchange the remaining 6,500 shares of Series BB preferred stock for a promissory note of $7,800, which is shown as a related party note payable on the balance sheet on September 30, 2023 and December 31, 2022.

 

At December 7, 2020 the Company exchanged $5,379,624 of principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock with three separate lenders. The new notes have a maturity date of November 23, 2023 and an aggregate principal amount of $5,379,624 shall bear interest at a fifteen (15%) percentage compounded annual interest rate and, as an incentive; we have issued cashless warrants to purchase 15,000,000 shares of our common stock at an exercise price of $0.03 per share in connection with the restructuring. The Company recorded the fair value of the 15,000,000 warrants issued with debt at approximately $262,376 at December 31, 2020 as a discount. Lender is granted security interest and lien in all rights, title and interest in the assets and property of the as collateral. As of September 30, 2023 and December 31, 2022, the aggregate loan balances outstanding was $5,379,624 and $5,379,624, respectively, and unamortized discount of $20,427 and $81,700, respectively.

 

On December 9, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $110,000 which bear compounded annual interest at fifteen (15%) percent and have a two (2) year maturity date and cashless warrants to purchase 1,000,000 shares of our common stock. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $100,000, net of discount in the amount of $10,000 to the Company. The Company recorded the fair value of the 1,000,000 warrants issued with debt at approximately $17,491 at December 31, 2020 as a discount.  As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $110,000 and $110,000, respectively, and unamortized discount of $2,009 and $8,611, respectively.

 

On January 6, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,000,000 which bear interest at fifteen (15%) percent and have a one (1) year maturity date and cashless warrants to purchase 10,000,000 shares of our common stock, at exercise prices of $0.03 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $900,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 at the date of issuance as a discount. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $1,000,000 and $1,000,000, respectively, and unamortized discount of $0.00 and $0.00, respectively. This loan is currently in default.

 

On June 22, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 at the date the warrants were issued as a discount. Lender is granted senior security interest and lien in all rights, title and interest in the assets and property of the Company as collateral. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $11,600,000 and $11,600,000, respectively, and unamortized discount of $2,622,545 and $4,707,853, respectively.

 

On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of September 30, 2023 and December 31, 2022, the principal balance of the outstanding auto loan was $0.00 and $0.00, respectively.

 

On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company assumed the November 17, 2020, agreement with an Investor for proceeds in the amount of $400,000 treated as a promissory. In exchange for the gross proceeds, the Investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. The payments of the payment percentage shall be calculated by multiplying the gross quarterly revenues appearing in the financial statements by the payment percentage and treated as accrued interest. Payments shall be made ninety (90) days from the end of each respective fiscal quarter with the first payment to be made on the quarter ending December 31, 2020. Payments may be accrued and deferred if payment would deplete cash, cash equivalent and/or short-term investment balances on each respective fiscal quarter by more than twenty (20%) percent. As of September 30, 2023 and December 31, 2022, the principal balance of the outstanding loan was $400,000 and $400,000, respectively, and accrued interest totals $344,844 and $205,779, respectively. This debt instrument is currently in default due to the non-payment of interest.

 

On September 20, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,100,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $1,000,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 at the time of issuance as a discount. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $1,100,000 and $1,100,000, respectively, and unamortized discount of $223,639 and $350,416, respectively.

 

On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 13, 2020 in the amount of $6,000 and accrued interest in the amount of $1,578 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $7,958 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $7,958 and $7,958, respectively, and unamortized discount of $0.00 and $139, respectively.

 

On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 15, 2020 in the amount of $84,000 and accrued interest in the amount of $22,162 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $111,470 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $111,470 and $111,470, respectively, and unamortized discount of $0.00 and $1,950, respectively.

 

The balance of the promissory as of September 30, 2023 and December 31, 2022 is as follows:

 

   September 30,   December 31, 
   2023   2022 
Promissory notes payable  $20,229,759   $20,229,759 
Promissory notes payable-related party   7,800    7,800 
Less: Discount   (2,854,483)   (5,117,631)
Less: Deferred finance costs   (24,200)   (49,132)
Promissory notes payable, net  $17,358,876   $15,070,796 

 

During the periods ending September 30, 2023 and December 31, 2022, the Company made $0 and $5,776 payments, respectively on the outstanding promissory notes, and recorded $2,423,092 and $2,898,155, respectively, of interest expense and $2,288,079 and $1,738,327, respectively, of debt discount amortization expense. As of September 30, 2023 and December 31, 2022, the Company had approximately $7,080,621 and $4,657,529, respectively, of accrued interest. As of September 30, 2023 and December 31, 2022, the principal balance of outstanding promissory notes payable was $20,237,559 and $20,237,559, respectively.

 

Derivatives Liabilities

 

The Company determined that the convertible notes outstanding as of September 30, 2023 contained an embedded derivative instrument as the conversion price was based on a variable that was not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40.

 

The Company determined the fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation model with the following assumptions:

 

   September 30, 
   2023 
Common stock issuable   236,822 
Market value of common stock on measurement date  $0.0129 
Adjusted exercise price  $0.06 
Risk free interest rate   5.20%
Instrument lives in years   1.25 Year 
Expected volatility   64%
Expected dividend yields   None 

 

At December 7, 2020, the Company exchanged $5,379,624 of principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock which eliminated the derivative liability associated with this debt.

 

The balance of the fair value of the derivative liability as of September 30, 2023 and December 31, 2022 is as follows:

 

Balance at December 31, 2021  $20,442 
Additions   
-
 
Fair value loss   (10,856)
Conversions   (2,642)
Balance at December 31, 2022   6,944 
Additions   
-
 
Fair value gain   (2,541)
Conversions   (1,348)
Balance at September 30, 2023  $3,055 
v3.23.3
Stockholders Equity
 9 Months Ended
Sep. 30, 2023
Stockholders Equity [Abstract]  
STOCKHOLDERS EQUITY

NOTE 5 – STOCKHOLDERS EQUITY

 

Common Shares

 

The Board of Directors and shareholders were required to increase the number of authorized shares of common stock from (a) 200,000,000 to 500,000,000 during June 2015, (b) 500,000,000 to 1,500,000,000 during July 2015, and (c) 1,500,000,000 to 6,500,000,000 during March 2016, to adhere to the Company’s contractual obligation to maintain the required reserve share amount for debtholders.

 

2022 Transactions

 

On March 23, 2022, the Company issued 76,278 shares of common stock for consulting services, which were valued in the amount of $10,000.

 

On May 5, 2022, the Company issued 89,485 shares of common stock for consulting services, which were valued in the amount of $10,000.

 

On November 30, 2022, the Company issued 193,050 shares of common stock for consulting services, which were valued in the amount of $10,000.

 

As of September 30, 2023 and December 31, 2022, the Company had 12,443,938 and 12,443,938 common shares issued and outstanding, respectively.

 

Warrants

 

During the year ended December 31, 2020, the Company issued warrants to purchase 16,000,000 shares of common stock, at an exercise price of $0.03 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 16,000,000 warrants issued with debt at approximately $279,867 at December 31, 2020 as a discount.

 

On January 6, 2021, the Company issued warrants to purchase 10,000,000 shares of common stock, at an exercise price of $0.033 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 as a discount.

 

On June 22, 2021, the Company issued warrants to purchase 70,000,000 shares of common stock, at an exercise price of $0.100 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 as a discount.

 

On September 20, 2021, the Company issued warrants to purchase 7,500,000 shares of common stock, at an exercise price of $0.085 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 as a discount.

 

The following table summarizes the Company’s warrant transactions during the nine months ended September 30, 2023 and the year ended December 31, 2022:

 

   Number of
Shares
Underlying
Warrants		   Weighted
Average
Exercise
Price		 
Outstanding at year ended December 31, 2021   103,500,000   $0.082 
Granted   
-
    
-
 
Exercised   
-
    
-
 
Expired   
-
    
-
 
Outstanding at year ended December 31, 2022   103,500,000   $0.082 
Granted   
-
    
-
 
Exercised   
-
    
-
 
Expired   
-
    
-
 
Outstanding at quarter ended September 30, 2023   103,500,000   $0.082 

 

Warrants granted in the year ended December 31, 2020 were valued using the Black Scholes Merton Model with the risk-free interest rate of 0.20%, expected life 3 years, expected dividend rate of 0% and expected volatility ranging of 411.72%.

 

Warrants granted in the year ended December 31, 2021 were valued using the Black Scholes Merton Model with the risk-free interest rate within ranges between 0.20% to 0.45%, term of 3 years, dividend rate of 0% and historical volatility ranging between, 338.36% to 394.78%. The final value assigned to the warrants was determined using a relative fair value calculation between the amount of warrants and promissory notes.

 

Designation of Series AA Super Voting Preferred Stock

 

On June 30, 2014, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing the issuance of up to 11,000,000 shares of preferred stock, par value $0.001 per share.

 

On May 2, 2014, the Company filed with the Secretary of State with Nevada in the form of a Certificate of Designation that authorized the issuance of up to 1,000,000 shares of a new series of preferred stock, par value $0.001 per share, designated Series AA Super Voting Preferred Stock (“Series AA”), for which the board of directors established the rights, preferences and limitations thereof.

 

All of the Holders of the Series AA together, voting separately as a class, shall have an aggregate vote equal to 67% percent of the total vote on all matters submitted to the stockholders that each stockholder of the Corporation’s Common Stock is entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action and consideration.

 

The holders of the Series AA shall not be entitled to receive dividends paid on the Company’s common stock.

 

Upon liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series AA shall not be entitled to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders.

 

The shares of the Series AA will not be convertible into the shares of the Company’s common stock.

 

On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing the increase to 1,050,000 shares of the Series AA.

 

On June 26, 2020, Meso Numismatics, Inc. completed the repurchase of 1,000,000 shares of its Series AA Super Voting Preferred Stock for an aggregate total purchase price equal to $160,000, representing all of the Series AA shares held by E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd., respectively.

 

On June 26, 2020, due to Mr. Pereira’s resignation, Meso Numismatics, Inc.’s Board of Directors appointed Mr. David Christensen, current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective June 27, 2020 and granted 50,000 shares of Series AA to Mr. David Christensen.

 

The $166,795 value of the 50,000 shares of Series AA to Mr. David Christensen is based on the 10,000 votes per preferred share to one vote per common share. Valuation based on definition of control premium is defined as the price to which a willing buyer and willing seller would agree in any arms-length transaction to acquire control of the Company. The premium paid above the market value of the company is real economic benefit to controlling the Company. Historically, the average control premium applied in M&A transactions averages approximately 30%, which represents the value of control.

 

On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021).

 

The Series AA Preferred shares issued on August 18, 2021, were valued based upon industry specific control premiums and the Company’s market cap at the time of the transaction. The $963,866 value of the 1,000,000 shares of Series AA issued to Benito Novas was valued based on a calculation by a third-party independent valuation specialist.

 

As of September 30, 2023 and December 31, 2022, the Company has 1,050,000 and 1,050,000 preferred shares of Series AA Preferred Stock issued and outstanding, respectively. During the period of these financial statements, no dividend was declared or paid on the Series AA preferred shares.

 

Designation of Series BB Preferred Stock

 

On March 29, 2017, the Company filed with the Secretary of State with Nevada in the form of a Certificate of Designation that authorized the issuance of up to 1,000,000 shares of a new series of preferred stock, par value $0.001 per share, designated Series BB Preferred Stock (the “Series BB”), for which the board of directors established the rights, preferences and limitations thereof.

 

Each holder of outstanding shares of Series BB shall be entitled to convert on a 1 for 1 basis into shares of the Company’s common stock any or all of their shares of Series BB after a minimum of six (6) months have elapsed from the issuance of the preferred stock to the holder. The Series BB has no voting rights until the Holder redeems the preferred stock into the Company’s common stock. The Series BB shall not be adjusted by the Corporation.

 

The holders of the Series BB shall not be entitled to receive dividends paid on the Company’s common stock.

 

The Series BB has a liquidation value of $1.00. Upon liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series BB shall be entitled to share equally and ratably in proportion to the preferred stock owned by the holder to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders.

 

As of December 31, 2019, 81,043 Preferred Series BB shares were exchanged for an aggregate of $97,252 convertible notes and 276,723 Preferred Series BB shares were exchanged for an aggregate of $332,068 promissory notes of which 78,620 were returned and cancelled and 279,146 were still outstanding at December 31, 2020. During the three months ended March 31, 2021, the remaining 279,146 were returned and cancelled.

 

As of September 30, 2023 and December 31, 2022, the Company had no preferred shares of Series BB issued and outstanding

 

Designation of Series DD Convertible Preferred Stock

 

On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing 10,000 shares of a new series of preferred stock, par value $0.001 per share, designated Series DD Convertible Preferred Stock (the “Series DD”), for which the board of directors established the rights, preferences and limitations thereof.

 

Each holder of outstanding shares of Series DD shall be entitled to its shares of Series DD into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price.

 

The holders of the Series DD shall not be entitled to receive dividends paid on the Company’s common stock.

 

The holders of the Series DD shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action.

 

On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021).

 

The $5,038,576 value of the 8,974 shares of Series DD to Benito Novas is based on converting into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The $5,038,576 value of the 8,974 shares of Series DD represents the fair value of the consideration paid allocated to the assets and liabilities acquired from Global Stem Cells Group Inc.

 

In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on annual rate of $90,000, starting January 1, 2022. Additionally, the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued February 18, 2022.

 

The $503,072 value of the 896 shares of Series DD is based on converting into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The $251,536 value of the 448 shares of Series DD was recorded as stock payable at December 31, 2021 and issued on February 18, 2022. The full amount of $503,552 was expensed at the date of grant, as a matter of accounting policy.

 

As of September 30, 2023 and December 31, 2022, the Company had 9,870 and 9,870 preferred shares of Series DD issued and outstanding, respectively. During the period of these financial statements, no dividend was declared or paid on the Series DD preferred shares.
v3.23.3
Related Party Transactions
 9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 6 – RELATED PARTY TRANSACTIONS

 

In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on an annual rate of $90,000 starting January 1, 2022. Additionally, the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued on February 18, 2022. Amounts paid to Enterprise Technology Consulting, a Company 100% owned by Dave Christensen, CEO, for consulting services during the nine months ended September 30, 2023 and the year ended December 31, 2022 were $67,500 and $90,000, respectively.

 

On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of September 30, 2023 and December 31, 2022, the principal balance of the outstanding auto loan was $0.00.

 

Benito Novas’ brother, sister and nephew provide marketing/administrative and training/R&D services to Global Stem Cells Group and were paid $179,219 in the aggregate as consultants during the nine months ended September 30, 2023, and $200,390 in the aggregate for the year ended December 31, 2022.
v3.23.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2023
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

Pursuant to an Agreement between Global Stem Cell Group and a lender dated November 17, 2020, in the event that any of Global Stem Cell Group, and/or the Entities and /or Parent (individually the “Company” and collectively the “Companies”) dispose of any Assets to any party or third party or parties (an “Asset Disposition”), then Global Stem Cell Group shall undertake to cause such party, third party or parties to acquire the perpetual right of a percentage of Global revenues from the Investor. The consideration for the Right shall be equal to the fair value (“FV”) of the Assets at the time of the Asset Disposition (the “Asset Disposition Payment”). The Asset Disposition Payment shall not exceed 27.5% (twenty-seven and a half percent) of the fair market value of the Assets.

 

During the period ending December 31, 2021, Global Stem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV beginning January 16 2022 and ending on January 15, 2024. The property is located in the Tulum Trade Center, consisting of 1,647 square feet with a monthly rent of $2,714 and security deposit of $5,588. During the nine months ended September 30, 2023 and the year ended December 31, 2022 the Company paid $41,164 and $44,097, respectively in rent expense.
v3.23.3
Property and Equipment, Net
 9 Months Ended
Sep. 30, 2023
Property and Equipment, Net [Abstract]  
PROPERTY AND EQUIPMENT, NET

NOTE 8 – PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net consisted of the following:

 

   September 30,
2023		   December 31,
2022		 
Computer, equipment and vehicles (5 year useful life)  $166,774   $149,196 
Leasehold improvements (2 year useful life)   217,224    133,208 
Less: accumulated depreciation   (236,150)   (96,135)
Total property and equipment, net  $147,848   $186,269 

 

Depreciation expense for the nine months ended September 30, 2023 and the year ended December 31, 2022 was $140,015 and $55,199, respectively.

 

We evaluate the carrying value of long-lived assets for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Further testing of specific assets or grouping of assets is required when undiscounted future cash flows associated with the assets is less than their carrying amounts. An asset is considered to be impaired when the anticipated undiscounted future cash flows of an asset group are estimated to be less than its carrying value. The amount of impairment recognized is the difference between the carrying value of the asset group and its fair value. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. We recorded no impairment of long-lived assets for the nine months ended September 30, 2023 and the year ended December 31, 2022.
v3.23.3
Intellectual Property
 9 Months Ended
Sep. 30, 2023
Intellectual Property [Abstract]  
INTELLECTUAL PROPERTY

NOTE 9 – INTELLECTUAL PROPERTY

 

A third party independent valuation specialist was asked to determine the value of Global Stem Cell Group, Inc., tangible and intangible assets assuming the offering price was at fair value. In order to perform the purchase price allocation, the tangible and intangible assets were valued as of August 18, 2021.

 

The Fair Value of the intangible assets as of the Valuation Date is reasonably represented as:

 

   September 30,
2023		   December 31,
2022		 
Tradename - Trademarks  $87,700   $87,700 
Intellectual Property / Licenses   363,000    363,000 
Customer Base   37,000    37,000 
Intangible assets   487,700    487,700 
Less: accumulated amortization   (206,771)   (133,616)
Total intangible assets, net  $280,929   $354,084 

 

Amortization is computed on straight-line method based on estimated useful lives of 5 years. During the nine months ended September 30, 2023 and the year ended December 31, 2022, the Company recorded amortization expense of the intellectual property of $73,155 and $97,540, respectively.
v3.23.3
Operating Leases
 9 Months Ended
Sep. 30, 2023
Operating Leases [Abstract]  
OPERATING LEASES

NOTE 10 – OPERATING LEASES

 

During the period ending December 31, 2021, Global Stem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV beginning January 16, 2022 and ending on January 15, 2024. The property is located in the Tulum Trade Center, consisting of 1,647 square feet with a monthly rent of $2,714 and a security deposit of $5,588.

 

In January 2022, the Company began the buildout of the clinic and began to order equipment. The Cancun facility was inaugurated in May 2022 and is accredited both by the Mexican General Health Council and Cofepris (Mexican FDA).

 

The following table summarizes the Company’s undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease:

 

2023  $8,142 
2024   2,714 
2025   
—
 
2026   
—
 
2027   
—
 
Total undiscounted cash payments   10,856 
Less interest   (103)
Present value of payments  $10,753 
v3.23.3
Goodwill
 9 Months Ended
Sep. 30, 2023
Goodwill [Abstract]  
GOODWILL

NOTE 11 – GOODWILL

 

On August 18, 2021, through a Stock Purchase Agreement, we acquired 100% of the outstanding shares of Global Stem Cell Group, Inc. for $225,000 in cash, the issuance of 1,000,000 shares of preferred series AA stock and the issuance of 8,974 shares of preferred series DD stock.

 

The preliminary purchase price for the merger was determined to be $6.229 million, which consists of (i) 1 million shares of Series AA preferred stock valued at approximately $964,000, (ii) 8,974 shares of Series DD preferred stock valued at approximately $5.04 million and (iii) $225,000 in cash of which $175,000 was advanced prior to closing of the transaction.

 

Under the acquisition method, the purchase price must be allocated to the reporting units net assets acquired, inclusive of intangible assets, with any excess fair value recorded to goodwill. The goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of Global Stem Cells Group, planned growth in new markets, and synergies expected to be achieved from the combined operations of Meso Numismatics, Inc. and Global Stem Cells Group.

 

The following table summarizes the Company's carrying amount of goodwill during the nine months ended September 30, 2023 and the year ended December 31, 2022:

 

   Goodwill 
Balance at December 31, 2021  $5,805,438 
Acquisition   
-
 
Impairment   
-
 
Balance at December 31, 2022  $5,805,438 
Acquisition   
-
 
Impairment   (4,125,460)
Balance at September 30, 2023  $1,679,978 

 

During each fiscal year, we periodically assess whether any indicators of impairment exist which would require us to perform an interim impairment review. As of each interim period end during each fiscal year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of our reporting unit below their carrying values. We performed our annual test of goodwill for impairment as of December 31, 2022.

 

The Company has recognized impairment of $4,125,460 and Goodwill balance as of September 30, 2023 is $1,679,978.
v3.23.3
Discontinued Operations
 9 Months Ended
Sep. 30, 2023
Discontinued Operations [Abstract]  
DISCONTINUED OPERATIONS

NOTE 12 – DISCONTINUED OPERATIONS

 

On October 28, 2022, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with our prior officer and director, Mr. Melvin Pereira, pursuant to which we agreed to sell Mr. Pereira 100% of our interest in Meso Numismatics Corp., a Florida corporation.  In exchange, Mr. Pereira has agreed to assume all of the liabilities of Meso Numismatics, provide whatever financial and other materials needed by us to prepare and complete our financial statements for reporting purposes, and to not disparage our company. The Company reclassified the results of operations of the coins, paper currency, bullion and medals business resulting in a gain on discontinued operations of $84 for the six months ended June 30, 2022.

 

As a result of this transaction, we are no longer engaged in the sale of coins, paper currency, bullion and medals and we have moved into what we believe is a more lucrative opportunity for our company,  the operations of Global Stem Cell Group.

 

The following table presents the loss from discontinued operations for the nine months ended September 30, 2022:

 

Revenue  $24,991 
Cost of revenue   23,024 
Gross profit   1,967 
      
Operating expenses     
Advertising and marketing   117 
Depreciation and amortization expense   600 
General and administrative   1,599 
Total operating expenses   2,316 
Gain from discontinued operations  $(350)
v3.23.3
Subsequent Events
 9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to September 30, 2023 through the date these financial statements were issued and have determined that we do not have any other material subsequent events to disclose or recognize in these financial statement
v3.23.3
Accounting Policies, by Policy (Policies)
 9 Months Ended
Sep. 30, 2023
Summary of Significant Accounting Policies [Abstract]  
Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Global Stem Cells Group Inc. (since August 18, 2021) and Cellular Hope Institute, wholly-owned subsidiary of Global Stem Cells Group Inc. These condensed consolidated financial statements have been prepared and, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the consolidated financial position and the consolidated statements of income and consolidated cash flows for the periods presented in conformity with generally accepted accounting principles for interim consolidated financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X, Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. Operating results for the nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2022, filed on April 14, 2023, which can be found at www.sec.gov. All significant intercompany transactions have been eliminated in consolidation.
Use of Estimates in Financial Statement Presentation

Use of Estimates in Financial Statement Presentation

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates included in these financial statements are associated with accounting for the goodwill, derivative liability, valuation of preferred stock, and for the valuation of assets and liabilities in business combination.

 
Reclassifications

Reclassifications

Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. No change in net loss resulted from these reclassifications.
Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At September 30, 2023 and December 31, 2022, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of September 30, 2023 and December 31, 2022. Our cash balances at financial institutions may exceed the Federal Deposit Insurance Company’s (FDIC) insured limit of $250,000 from time to time.
Accounts Receivable

Accounts Receivable

Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $0 and $0 as of September 30, 2023 and December 31, 2022, respectively.
Intangible Assets

Intangible Assets

Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment was recognized for the nine months ended September 30, 2023 and the year ended December 31, 2022.
Lease Accounting

Lease Accounting

The Company leases office space and clinical space under a lease arrangement. These properties are generally leased under non-cancelable agreements that contain lease terms in excess of twelve months on the date of entry as well as renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for base minimum rental payment, as well non-lease components including insurance, taxes, maintenance, and other common area costs.

At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of twelve months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using the rate implicit in the contract if available or an estimate of our incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The discount rates used for the initial measurement of lease liabilities as of the date of entry were based on the original lease terms.

Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the non-cancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain real estate lease agreements require payments for non-lease costs such as utilities and common area maintenance. The Company has elected an accounting policy to not separate implicit components of the contract that may be considered non-lease related.

Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. The lease payments are allocated between a reduction of the lease liability and interest expense. Depreciation of the right-of-use asset for operating leases reflects the use of the asset on straight-line basis over the expected term of the lease.

 
Goodwill

Goodwill

We test our reporting unit for impairment annually at year end or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, we record an impairment loss based on the difference between fair value and carrying amount of the reporting unit, not to exceed to the associated carrying amount of goodwill. (see Note 11 for detail of goodwill).
Derivative Instruments

Derivative Instruments

The derivative instruments are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Monte Carlo option pricing model to value the derivative instruments.
Revenue Recognition

Revenue Recognition

The Company recognizes revenue from the sale of products under ASC 606 by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or services are provided. Revenue is measured based on the consideration the Company receives in exchange for those products.
Income Taxes

Income Taxes

The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities, given the provisions of currently enacted tax laws.

The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met.
Net Earnings (Losses) Per Common Share

Net Earnings (Losses) Per Common Share

The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS.

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. The effect of common stock equivalents is anti-dilutive with respect to losses and therefore basic and dilutive is the same.

 

Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at September 30, 2023 and December 31, 2022, respectively, because their inclusion would have been anti-dilutive.

   September 30,   December 31, 
   2023   2022 
Convertible notes outstanding   236,822    365,463 
Convertible preferred stock outstanding   39,447,283    39,447,283 
Shares underlying warrants outstanding   103,500,000    103,500,000 
    143,184,105    143,312,746 
Fair Value of Financial Instruments

Fair Value of Financial Instruments

The fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments.

Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows:

Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
Level 3Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

At September 30, 2023 and December 31, 2022, the carrying amounts of the Company’s financial instruments, including cash, account payables, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments.

At September 30, 2023 and December 31, 2022, the Company does not have any assets or liabilities except for derivative liabilities related to convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement.

The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of September 30, 2023 and December 31, 2022:

   Level 1   Level 2   Level 3   Total 
September 30, 2023                
Derivative liability   
        -
    
       -
    3,055    3,055 
Total  $
-
   $
-
   $3,055   $3,055 
                     
December 31, 2022                    
Derivative liability   
-
    
-
    6,944    6,944 
Total  $
-
   $
-
   $6,944   $6,944 

 
Comprehensive Income

Comprehensive Income

The Company records comprehensive income as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. As of September 30, 2023 and December 31, 2022, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
Stock Based Compensation

Stock Based Compensation

Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered.
New Accounting Pronouncements

New Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform—Scope, which clarified the scope and application of the original guidance. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform—Deferral of the Sunset Date of Topic 848. This update extends the sunset provision of ASU 2020-04 to December 31, 2024. The Company has not yet adopted this ASU and is evaluating the effect of adopting this new accounting guidance.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For companies that qualified as Smaller Reporting Companies as defined by the SEC as of November 19, 2019, ASU 2016-13 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is evaluating the impact of the guidance on its financial statements.

Other accounting standards and amendments to existing accounting standards that have been issued and have future effective dates are not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements
Going Concern

Going Concern

The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of $61,734,094 and a working capital deficit of $23,243,793 as of September 30, 2023 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

 

The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.

The Company will require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. 
v3.23.3
Summary of Significant Accounting Policies (Tables)
 9 Months Ended
Sep. 30, 2023
Summary of Significant Accounting Policies [Abstract]  
Schedule of Weighted Average Diluted Shares Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at September 30, 2023 and December 31, 2022, respectively, because their inclusion would have been anti-dilutive.
   September 30,   December 31, 
   2023   2022 
Convertible notes outstanding   236,822    365,463 
Convertible preferred stock outstanding   39,447,283    39,447,283 
Shares underlying warrants outstanding   103,500,000    103,500,000 
    143,184,105    143,312,746 
Schedule of Fair Value Hierarchy for Assets and Liabilities The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of September 30, 2023 and December 31, 2022:
   Level 1   Level 2   Level 3   Total 
September 30, 2023                
Derivative liability   
        -
    
       -
    3,055    3,055 
Total  $
-
   $
-
   $3,055   $3,055 
                     
December 31, 2022                    
Derivative liability   
-
    
-
    6,944    6,944 
Total  $
-
   $
-
   $6,944   $6,944 

 
v3.23.3
Revenue Recognition (Tables)
 9 Months Ended
Sep. 30, 2023
Revenue Recognition [Abstract]  
Schedule of Revenue by Product Category The following table presents the Company’s revenue by product category for the nine months ended September 30, 2023 and 2022:
   For the Nine Months Ended
September 30,		 
   2023   2022 
Training  $462,277   $199,672 
Product supplies   981,756    552,634 
Equipment   155,480    211,664 
Patient procedures   194,872    
-
 
Total revenue  $1,794,385   $963,967 
Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Loss Listed below are the revenues, cost of revenues, gross profits, assets and net loss by Company:
   For the Nine Months Ended 
   September 30, 2023 
   Global Stem
Cells Group		   Meso
Numismatics		   Total 
Revenue  $1,794,385   $
-
   $1,794,385 
Cost of revenue   553,467    
-
    553,467 
Gross profit  $1,240,919   $
-
   $1,240,919 
Gross Profit %   69.16%   0.00%   69.16%
                
Assets  $937,265   $2,377,513   $3,314,778 
Net loss  $(253,826)  $(9,303,803)  $(9,557,629)
v3.23.3
Notes Payable (Tables)
 9 Months Ended
Sep. 30, 2023
Notes Payable [Abstract]  
Schedule of Convertible Notes The balance of the convertible notes as of September 30, 2023 and December 31, 2022 is as follows:
   September 30,   December 31, 
   2023   2022 
Convertible notes payable  $44,939   $57,252 
Less: Discount   (12,154)   (19,833)
Convertible notes payable, net  $32,785   $37,419 
Schedule of Promissory The balance of the promissory as of September 30, 2023 and December 31, 2022 is as follows:
   September 30,   December 31, 
   2023   2022 
Promissory notes payable  $20,229,759   $20,229,759 
Promissory notes payable-related party   7,800    7,800 
Less: Discount   (2,854,483)   (5,117,631)
Less: Deferred finance costs   (24,200)   (49,132)
Promissory notes payable, net  $17,358,876   $15,070,796 
Schedule of Fair Values of the Embedded Convertible Notes Derivatives and Tainted Convertible Notes Using the Lattice Valuation The Company determined the fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation model with the following assumptions:
   September 30, 
   2023 
Common stock issuable   236,822 
Market value of common stock on measurement date  $0.0129 
Adjusted exercise price  $0.06 
Risk free interest rate   5.20%
Instrument lives in years   1.25 Year 
Expected volatility   64%
Expected dividend yields   None 
Schedule of Fair Value of the Derivative Liability The balance of the fair value of the derivative liability as of September 30, 2023 and December 31, 2022 is as follows:
Balance at December 31, 2021  $20,442 
Additions   
-
 
Fair value loss   (10,856)
Conversions   (2,642)
Balance at December 31, 2022   6,944 
Additions   
-
 
Fair value gain   (2,541)
Conversions   (1,348)
Balance at September 30, 2023  $3,055 
v3.23.3
Stockholders Equity (Tables)
 9 Months Ended
Sep. 30, 2023
Stockholders Equity [Abstract]  
Schedule of Warrant Transactions
   Number of
Shares
Underlying
Warrants		   Weighted
Average
Exercise
Price		 
Outstanding at year ended December 31, 2021   103,500,000   $0.082 
Granted   
-
    
-
 
Exercised   
-
    
-
 
Expired   
-
    
-
 
Outstanding at year ended December 31, 2022   103,500,000   $0.082 
Granted   
-
    
-
 
Exercised   
-
    
-
 
Expired   
-
    
-
 
Outstanding at quarter ended September 30, 2023   103,500,000   $0.082 
v3.23.3
Property and Equipment, Net (Tables)
 9 Months Ended
Sep. 30, 2023
Property and Equipment, Net [Abstract]  
Schedule of Property and Equipment, Net Property and equipment, net consisted of the following:
   September 30,
2023		   December 31,
2022		 
Computer, equipment and vehicles (5 year useful life)  $166,774   $149,196 
Leasehold improvements (2 year useful life)   217,224    133,208 
Less: accumulated depreciation   (236,150)   (96,135)
Total property and equipment, net  $147,848   $186,269 
v3.23.3
Intellectual Property (Tables)
 9 Months Ended
Sep. 30, 2023
Intellectual Property [Abstract]  
Schedule of Fair Value of the Intangible Assets The Fair Value of the intangible assets as of the Valuation Date is reasonably represented as:
   September 30,
2023		   December 31,
2022		 
Tradename - Trademarks  $87,700   $87,700 
Intellectual Property / Licenses   363,000    363,000 
Customer Base   37,000    37,000 
Intangible assets   487,700    487,700 
Less: accumulated amortization   (206,771)   (133,616)
Total intangible assets, net  $280,929   $354,084 
v3.23.3
Operating Leases (Tables)
 9 Months Ended
Sep. 30, 2023
Operating Leases [Abstract]  
Schedule of Undiscounted Cash Payment Obligations for Its Non-Cancelable Lease Liabilities The following table summarizes the Company’s undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease:
2023  $8,142 
2024   2,714 
2025   
—
 
2026   
—
 
2027   
—
 
Total undiscounted cash payments   10,856 
Less interest   (103)
Present value of payments  $10,753 
v3.23.3
Goodwill (Tables)
 9 Months Ended
Sep. 30, 2023
Goodwill [Abstract]  
Schedule of Goodwill The following table summarizes the Company's carrying amount of goodwill during the nine months ended September 30, 2023 and the year ended December 31, 2022:
   Goodwill 
Balance at December 31, 2021  $5,805,438 
Acquisition   
-
 
Impairment   
-
 
Balance at December 31, 2022  $5,805,438 
Acquisition   
-
 
Impairment   (4,125,460)
Balance at September 30, 2023  $1,679,978 
v3.23.3
Discontinued Operations (Tables)
 9 Months Ended
Sep. 30, 2023
Discontinued Operations [Abstract]  
Schedule of Loss from Discontinued Operations The following table presents the loss from discontinued operations for the nine months ended September 30, 2022:
Revenue  $24,991 
Cost of revenue   23,024 
Gross profit   1,967 
      
Operating expenses     
Advertising and marketing   117 
Depreciation and amortization expense   600 
General and administrative   1,599 
Total operating expenses   2,316 
Gain from discontinued operations  $(350)
v3.23.3
Organization and Description of Business (Details) - USD ($)
 9 Months Ended 12 Months Ended
Oct. 28, 2022
Nov. 03, 2021
Aug. 18, 2021
Jul. 02, 2021
Aug. 04, 2017
Sep. 30, 2023
Dec. 31, 2022
Nov. 16, 2016
Organization and Description of Business (Details) [Line Items]                
Preferred stock share issued (in Shares)         25,000      
Reverse stock split, description           On July 2, 2018, the Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The prior year financials have been changed to reflect the 1-for-1,000 reverse stock split.    
Preferred stock value       $ 50,000        
Interest percentage 100.00%              
Liabilities outstanding             $ 68,313  
Series AA Preferred Stock [Member]                
Organization and Description of Business (Details) [Line Items]                
Preferred stock shares issued (in Shares)     1,000,000          
Preferred stock shares issued (in Shares)           50,000    
Series DD Preferred Stock [Member]                
Organization and Description of Business (Details) [Line Items]                
Preferred stock shares issued (in Shares)     8,974          
Preferred stock value     $ 225,000          
Series CC Preferred Stock [Member]                
Organization and Description of Business (Details) [Line Items]                
Preferred stock shares issued (in Shares)           1,000    
Lans Holdings Inc [Member]                
Organization and Description of Business (Details) [Line Items]                
Cash payment repurchase of shares   $ 8,200,000            
Lans Holdings Inc [Member] | Common Stock [Member]                
Organization and Description of Business (Details) [Line Items]                
Cash payment repurchase of shares           $ 8,200,000    
Business Combination [Member]                
Organization and Description of Business (Details) [Line Items]                
Percentage of ownership interest         100.00%     100.00%
v3.23.3
Summary of Significant Accounting Policies (Details) - USD ($)
 9 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Summary of Significant Accounting Policies [Abstract]    
Federal deposit insurance $ 250,000  
Allowance for doubtful accounts 0 $ 0
Accumulated deficit (61,734,094) $ (52,176,465) [1]
Working capital deficit $ 23,243,793  
[1] Derived from audited information
v3.23.3
Summary of Significant Accounting Policies (Details) - Schedule of Weighted Average Diluted Shares - shares
Sep. 30, 2023
Dec. 31, 2022
Schedule of Weighted Average Diluted Shares [Abstract]    
Convertible notes outstanding 236,822 365,463
Convertible preferred stock outstanding 39,447,283 39,447,283
Shares underlying warrants outstanding 103,500,000 103,500,000
Total Outstanding 143,184,105 143,312,746
v3.23.3
Summary of Significant Accounting Policies (Details) - Schedule of Fair Value Hierarchy for Assets and Liabilities - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Schedule of Fair Value Hierarchy for Assets and Liabilities [Abstract]    
Derivative liability $ 3,055 $ 6,944 [1]
Total 3,055 6,944
Fair Value, Inputs, Level 1 [Member]    
Schedule of Fair Value Hierarchy for Assets and Liabilities [Abstract]    
Derivative liability
Total
Fair Value, Inputs, Level 2 [Member]    
Schedule of Fair Value Hierarchy for Assets and Liabilities [Abstract]    
Derivative liability
Total
Fair Value, Inputs, Level 3 [Member]    
Schedule of Fair Value Hierarchy for Assets and Liabilities [Abstract]    
Derivative liability 3,055 6,944
Total $ 3,055 $ 6,944
[1] Derived from audited information
v3.23.3
Revenue Recognition (Details) - Schedule of Revenue by Product Category - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenue from External Customer [Line Items]        
Total revenue $ 646,828 $ 367,697 $ 1,794,385 $ 963,967
Training [Member]        
Revenue from External Customer [Line Items]        
Total revenue     462,277 199,672
Product supplies [Member]        
Revenue from External Customer [Line Items]        
Total revenue     981,756 552,634
Equipment [Member]        
Revenue from External Customer [Line Items]        
Total revenue     155,480 211,664
Patient procedures [Member]        
Revenue from External Customer [Line Items]        
Total revenue     $ 194,872
v3.23.3
Revenue Recognition (Details) - Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Loss - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Loss [Abstract]        
Revenue $ 646,828 $ 367,697 $ 1,794,385 $ 963,967
Cost of revenue 196,535 $ 102,779 553,467 $ 445,814
Gross profit     $ 1,240,919  
Gross Profit %     69.16%  
Assets 3,314,778   $ 3,314,778  
Net loss     (9,557,629)  
Global Stem Cells Group [Member]        
Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Loss [Abstract]        
Revenue     1,794,385  
Cost of revenue     553,467  
Gross profit     $ 1,240,919  
Gross Profit %     69.16%  
Assets 937,265   $ 937,265  
Net loss     (253,826)  
Meso Numismatics [Member]        
Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Loss [Abstract]        
Revenue      
Cost of revenue      
Gross profit      
Gross Profit %     0.00%  
Assets $ 2,377,513   $ 2,377,513  
Net loss     $ (9,303,803)  
v3.23.3
Notes Payable (Details) - USD ($)
 9 Months Ended 12 Months Ended
Sep. 20, 2021
Aug. 18, 2021
Jun. 22, 2021
Dec. 09, 2020
Dec. 07, 2020
Dec. 03, 2019
Nov. 25, 2019
Sep. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 30, 2021
Dec. 31, 2020
Dec. 31, 2015
Jan. 06, 2021
Dec. 31, 2019
Jan. 08, 2019
Notes payable [Line Items]                                
Price per share (in Dollars per share)             $ 1.2                  
Exchanged shares (in Shares)               12,443,938 12,443,938           81,043  
Aggregate amount                             $ 97,252  
Company payments               $ 9,850 $ 15,000              
Amortization expense               7,679 18,437              
Outstanding convertible notes               9,850 15,000              
Bear interest rate         15.00%           12.00%          
Maturity year                         1 year      
Accrued interest                   $ 22,162            
Premium paid rate             20.00%                  
Outstanding loan balance               5,379,624 5,379,624              
Unamortized discount               $ 20,427 $ 81,700              
Common stock shares (in Shares)               14,046,252 12,443,938 [1]              
Shares exchanged principal         $ 5,379,624                      
Shares purchased (in Shares)         15,000,000                      
Aggregate principal amount         $ 5,379,624                      
Cashless warrants purchased (in Shares) 7,500,000   70,000,000 1,000,000 15,000,000                 10,000,000    
Exercise price per shares (in Dollars per share) $ 0.085   $ 0.1   $ 0.03                 $ 0.03    
Warrants issued (in Shares) 7,500,000   70,000,000 1,000,000               15,000,000   10,000,000    
Debt amount $ 360,607   $ 5,465,726 $ 17,491       $ 237,811       $ 262,376        
Promissory debentures lender amount $ 1,100,000   $ 11,600,000 $ 110,000           $ 84,000       $ 1,000,000    
Annual interest rate 12.00%   12.00% 15.00%                   15.00%    
Advanced total $ 1,000,000   $ 10,500,000 $ 100,000                   $ 900,000    
Net of discount $ 100,000   $ 1,100,000 $ 10,000                   $ 100,000    
Original loan amount   $ 20,991                            
Interest rate   8.99%                            
Interest monthly payments   $ 504.94                            
Premium percent                   5.00%            
Premium amount                   $ 111,470            
Outstanding loans               7,958 $ 7,958              
Unamortized discount               0 139              
Cash payment               0 5,776              
Amortization expense               2,288,079 1,738,327              
Outstanding promissory notes payable               20,237,559 20,237,559              
Warrant [Member]                                
Notes payable [Line Items]                                
Exercise price per shares (in Dollars per share)     $ 0.1                          
Stock Purchase Agreement [Member]                                
Notes payable [Line Items]                                
Accrued interest               344,844 205,779              
Outstanding loan balance               0 0              
Outstanding shares rate   100.00%                            
Investor for proceeds   $ 400,000                            
Revenues percentage   7.75%                            
Derivatives Liabilities [Member]                                
Notes payable [Line Items]                                
Shares exchanged principal         $ 5,379,624                      
Unpaid interest on convertible notes         $ 5,379,624                      
Cashless warrants purchased (in Shares)         15,000,000                      
Warrant [Member]                                
Notes payable [Line Items]                                
Exercise price per shares (in Dollars per share) $ 0.085                     $ 0.03   $ 0.033    
Promissory Notes Payable [Member]                                
Notes payable [Line Items]                                
Unpaid interest on convertible notes         $ 5,379,624                      
Interest expense               2,423,092 2,898,155              
Promissory Debentures [Member]                                
Notes payable [Line Items]                                
Outstanding loan balance               110,000 110,000              
Unamortized discount               2,009 8,611              
Promissory Debentures [Member] | Warrant [Member]                                
Notes payable [Line Items]                                
Outstanding loan balance               1,000,000 1,000,000              
Unamortized discount               0 0              
Promissory Debentures Two [Member]                                
Notes payable [Line Items]                                
Outstanding loan balance               11,600,000 11,600,000              
Unamortized discount               2,622,545 4,707,853              
Promissory Debentures Four [Member]                                
Notes payable [Line Items]                                
Outstanding loan balance               1,100,000 1,100,000              
Unamortized discount               223,639 350,416              
Promissory Debentures Six [Member]                                
Notes payable [Line Items]                                
Outstanding loan balance               111,470 111,470              
Unamortized discount               0 1,950              
Series BB Preferred Stock [Member]                                
Notes payable [Line Items]                                
Remaining shares (in Shares)           6,500                    
CEO [Member]                                
Notes payable [Line Items]                                
Converted shares (in Shares)           18,500                    
Common stock shares (in Shares)           250,999                    
Promissory note           $ 7,800                    
Short-Term Investments [Member] | Stock Purchase Agreement [Member]                                
Notes payable [Line Items]                                
Outstanding loan balance               400,000 400,000              
Promissory Notes Payable [Member]                                
Notes payable [Line Items]                                
Exchanged shares (in Shares)                             276,723  
Aggregate amount                             $ 332,068  
Outstanding loan balance               398,482 398,482              
Unamortized discount               10,062 16,083              
Promissory Notes Payable [Member] | Promissory Debentures [Member]                                
Notes payable [Line Items]                                
Bear interest rate                   12.00%            
Accrued interest                   $ 1,578            
Promissory debentures lender amount                   $ 6,000            
Premium percent                   5.00%            
Premium amount                   $ 7,958            
Convertible Notes Payable [Member]                                
Notes payable [Line Items]                                
Accrued interest               7,080,621 4,657,529              
Business Combination [Member] | Series BB Preferred Stock [Member]                                
Notes payable [Line Items]                                
Percentage of acquire           100.00%                    
Business Combination [Member] | CEO [Member]                                
Notes payable [Line Items]                                
Share issuance of common stock (in Shares)           25,000                    
Digital Arts Media Network [Member]                                
Notes payable [Line Items]                                
Price per share (in Dollars per share)             $ 1.2                  
Bear interest rate                         10.00%      
Outstanding loan               130,025 130,025              
Accrued interest               $ 102,325 $ 92,600              
Global Stem Cell Group, Inc [Member]                                
Notes payable [Line Items]                                
Outstanding shares rate   100.00%                            
Benito Novas [Member]                                
Notes payable [Line Items]                                
Acquired amount                               $ 45,000
[1] Derived from audited information
v3.23.3
Notes Payable (Details) - Schedule of Convertible Notes - Convertible Notes [Member] - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Notes Payable (Details) - Schedule of Convertible Notes [Line Items]    
Convertible notes payable $ 44,939 $ 57,252
Less: Discount (12,154) (19,833)
Convertible notes payable, net $ 32,785 $ 37,419
v3.23.3
Notes Payable (Details) - Schedule of Promissory - USD ($)
 9 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Schedule of Promissory [Abstract]    
Promissory notes payable $ 20,229,759 $ 20,229,759
Promissory notes payable-related party 7,800 7,800
Less: Discount (2,854,483) (5,117,631)
Less: Deferred finance costs (24,200) (49,132)
Promissory notes payable, net $ 17,358,876 $ 15,070,796
v3.23.3
Notes Payable (Details) - Schedule of Fair Values of the Embedded Convertible Notes Derivatives and Tainted Convertible Notes Using the Lattice Valuation
 12 Months Ended
Sep. 30, 2023
$ / shares
shares
Schedule of Fair Values of The Embedded Convertible Notes Derivatives and Tainted Convertible Notes Using ALattice Valuation [Abstract]  
Common stock issuable (in Shares) | shares 236,822
Market value of common stock on measurement date $ 0.0129
Adjusted exercise price $ 0.06
Risk free interest rate 5.20%
Instrument lives in years 1 year 3 months
Expected volatility 64.00%
Expected dividend yields
v3.23.3
Notes Payable (Details) - Schedule of Fair Value of the Derivative Liability - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Schedule of Fair Value of The Derivative Liability [Abstract]    
Beginning Balance $ 6,944 $ 20,442
Additions
Fair value gain (loss) (2,541) (10,856)
Conversions (1,348) (2,642)
Ending Balance $ 3,055 $ 6,944
v3.23.3
Stockholders Equity (Details) - USD ($)
 1 Months Ended 6 Months Ended 9 Months Ended 12 Months Ended
Nov. 30, 2022
May 05, 2022
Mar. 23, 2022
Feb. 18, 2022
Jan. 01, 2022
Sep. 20, 2021
Aug. 18, 2021
Jul. 02, 2021
Jun. 22, 2021
Jan. 06, 2021
Aug. 18, 2021
Jun. 30, 2023
Jun. 30, 2022
Sep. 30, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Aug. 18, 2022
Mar. 31, 2021
Dec. 07, 2020
Jun. 26, 2020
Nov. 26, 2019
Mar. 29, 2017
Mar. 31, 2016
Jul. 31, 2015
Jun. 30, 2015
Jun. 30, 2014
May 02, 2014
Stockholders Equity [Line Items]                                                          
Shares authorized                           6,500,000,000 6,500,000,000 [1]                            
Common stock issued for consulting services (in Dollars)                         $ 20,000                                
Common stock, shares issued                           12,443,938 12,443,938     81,043                      
Common stock, shares outstanding                           12,443,938 12,443,938                            
Exercise price per warrant (in Dollars per share)           $ 0.085     $ 0.1 $ 0.03                     $ 0.03                
Issuance of warrants           7,500,000     70,000,000 10,000,000             16,000,000                        
Warrants issued for debt (in Dollars)           $ 360,607     $ 5,465,726 $ 237,811                                      
Preferred stock, shares authorized                                             10,000            
Preferred stock, par value (in Dollars per share)                                             $ 0.001           $ 0.001
Shares issued                                                         1,000,000
Aggregate vote percentage                           67.00%                              
Common stock, voting rights                           one                              
Averages transactions percentage                           30.00%                              
Final payment (in Dollars)             $ 225,000 $ 50,000                                          
Aggregate amount (in Dollars)                           $ 179,219 $ 200,390                            
Aggregate exchange amount (in Dollars)                                   $ 97,252                      
Payment amount (in Dollars)               $ 50,000     $ 225,000                                    
Annual rate (in Dollars)         $ 90,000                                                
Issuance of shares       448 896   448                                            
Other expenses (in Dollars)                       $ 503,552                                  
Two Thousand Twenty Two Transactions [Member]                                                          
Stockholders Equity [Line Items]                                                          
Share issued for consulting services 193,050 89,485 76,278                                                    
Common stock issued for consulting services (in Dollars) $ 10,000 $ 10,000 $ 10,000                                                    
Minimum [Member]                                                          
Stockholders Equity [Line Items]                                                          
Shares authorized                                                 1,500,000,000 500,000,000 200,000,000    
Risk-free interest rate                                 0.20%                        
Expected volatility                                 411.72%                        
Maximum [Member]                                                          
Stockholders Equity [Line Items]                                                          
Shares authorized                                                 6,500,000,000 1,500,000,000 500,000,000    
Warrant [Member]                                                          
Stockholders Equity [Line Items]                                                          
Shares issued                                 16,000,000                        
Exercise price per warrant (in Dollars per share)           $ 0.085       $ 0.033             $ 0.03                        
Warrants expire year           3 years     3 years 3 years             3 years                        
Issuance of warrants           7,500,000     70,000,000 10,000,000                                      
Warrants issued for debt (in Dollars)                                 $ 279,867                        
Expected life                               3 years 3 years                        
Expected dividend rate                               0.00% 0.00%                        
Warrant [Member] | Minimum [Member]                                                          
Stockholders Equity [Line Items]                                                          
Risk-free interest rate                               0.20%                          
Expected volatility                               338.36%                          
Warrant [Member] | Maximum [Member]                                                          
Stockholders Equity [Line Items]                                                          
Risk-free interest rate                               0.45%                          
Expected volatility                               394.78%                          
Series AA [Member]                                                          
Stockholders Equity [Line Items]                                                          
Common stock, shares issued                           1,050,000 1,050,000                            
Preferred stock, shares authorized                                                       11,000,000  
Preferred stock, par value (in Dollars per share)                                                       $ 0.001  
Increase in authorized shares                                             1,050,000            
Repurchase of shares                                           1,000,000              
Aggregate total purchase price (in Dollars)                                           $ 160,000              
Purchase shares             1,000,000                                            
Preferred shares outstanding                           1,050,000 1,050,000                            
Series AA [Member]                                                          
Stockholders Equity [Line Items]                                                          
Shares issued             1,000,000       1,000,000                                    
Preferred stock value                           166,795                              
Preferred shares issued                           50,000                              
Votes per preferred share                           10,000                              
Purchase Agreement Shares                     1,000,000                                    
Series DD Convertible Preferred Stock [Member]                                                          
Stockholders Equity [Line Items]                                                          
Share issued for consulting services                       8,974                                  
Common stock issued for consulting services (in Dollars)                       $ 5,038,576                                  
Preferred shares issued                       9,870     9,870                            
Purchase shares             8,974                                            
Conversion price, per share (in Dollars per share)                       $ 3.17                                  
Convertible preferred stock shares                       896       448                          
Convertible preferred stock converted (in Dollars)                       $ 503,072       $ 251,536                          
conversion price of preferred stock (in Dollars per share)                       $ 3.17                                  
Series BB Preferred Stock [Member]                                                          
Stockholders Equity [Line Items]                                                          
Common stock, shares outstanding                                 279,146     279,146                  
Preferred stock, shares authorized                                               1,000,000          
Preferred stock, par value (in Dollars per share)                                               $ 0.001          
Preferred stock value                                   276,723                      
Preferred stock liquidation value (in Dollars per share)                           $ 1                              
Aggregate shares                                   81,043                      
Aggregate amount (in Dollars)                                   $ 97,252                      
Aggregate exchange amount (in Dollars)                                   $ 332,068                      
Promissory notes                                   78,620                      
Preferred Series DD Stock [Member]                                                          
Stockholders Equity [Line Items]                                                          
Shares issued             8,974       8,974                                    
Purchase Agreement Shares                     8,974                                    
Convertible preferred stock shares                                     448                    
Series DD Preferred Stock [Member]                                                          
Stockholders Equity [Line Items]                                                          
Shares issued       448                                                  
Issuance of shares                       896                                  
Current Director and President [Member]                                                          
Stockholders Equity [Line Items]                                                          
Shares issued                                           50,000              
Benito Novas [Member] | Series AA [Member]                                                          
Stockholders Equity [Line Items]                                                          
Preferred shares issued                           1,000,000                              
Preferred stock value (in Dollars)                           $ 963,866                              
Benito Novas [Member] | Series DD Convertible Preferred Stock [Member]                                                          
Stockholders Equity [Line Items]                                                          
Common stock, shares issued                       8,974                                  
Preferred stock value (in Dollars)                       $ 5,038,576                                  
Convertible conversion price (in Dollars per share)                       $ 3.17                                  
[1] Derived from audited information
v3.23.3
Stockholders Equity (Details) - Schedule of Warrant Transactions - Warrants [Member] - $ / shares
 9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Product Warranty Liability [Line Items]    
Number of Warrants, Outstanding Beginning balance 103,500,000 103,500,000
Weighted Average Exercise Price, Outstanding Beginning balance $ 0.082 $ 0.082
Number of Warrants, Granted
Weighted Average Exercise Price, Granted
Number of Warrants, Exercised
Weighted Average Exercise Price, Exercised
Number of Warrants, Expired
Weighted Average Exercise Price, Expired
Number of Warrants, Outstanding Ending balance 103,500,000 103,500,000
Weighted Average Exercise Price, Outstanding Ending balance $ 0.082 $ 0.082
v3.23.3
Related Party Transactions (Details) - USD ($)
 9 Months Ended 12 Months Ended
Feb. 18, 2022
Jan. 01, 2022
Aug. 18, 2021
Jan. 08, 2019
Sep. 30, 2023
Dec. 31, 2022
Related Party Transactions (Details) [Line Items]            
Annual rate   $ 90,000        
Shares issued (in Shares) 448 896 448      
Consulting services         $ 67,500 $ 90,000
Percentage of stock purchase agreement     100.00%      
Original loan amount       $ 20,991    
Payment for loan       $ 504.94    
Outstanding auto loan         0 0
Aggregate amount         $ 179,219 $ 200,390
Enterprise Technology Consulting [Member]            
Related Party Transactions (Details) [Line Items]            
Company owned percentage         100.00%  
Benito Novas [Member]            
Related Party Transactions (Details) [Line Items]            
Loan interest percentage       8.99%    
Benito Novas [Member]            
Related Party Transactions (Details) [Line Items]            
Cash acquired       $ 45,000    
v3.23.3
Commitments and Contingencies (Details)
 9 Months Ended
Sep. 30, 2023
USD ($)
m²
Dec. 31, 2022
USD ($)
Commitments and Contingencies [Abstract]    
Percentage of asset disposition payment 27.50%  
Area of land held (in Square Meters) | m² 1,647  
Monthly rent $ 2,714  
Security deposit 5,588  
Rent expense $ 41,164 $ 44,097
v3.23.3
Property and Equipment, Net (Details) - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Property and Equipment, Net [Abstract]    
Depreciation expense $ 140,015 $ 55,199
v3.23.3
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Less: accumulated depreciation $ (236,150) $ (96,135)
Total property and equipment, net 147,848 186,269 [1]
Computer, Equipment and Vehicles [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 166,774 149,196
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 217,224 $ 133,208
[1] Derived from audited information
v3.23.3
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net (Parentheticals)
Sep. 30, 2023
Computer, Equipment and Vehicles [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 5 years
Leasehold Improvements [Member]  
Property, Plant and Equipment [Line Items]  
Estimated useful life 2 years
v3.23.3
Intellectual Property (Details) - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Intellectual Property [Abstract]    
Estimated useful lives 5 years  
Amortization expense $ 73,155 $ 97,540
v3.23.3
Intellectual Property (Details) - Schedule of Fair Value of the Intangible Assets - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Schedule of Fair Value of the Intangible Assets [Abstract]    
Tradename - Trademarks $ 87,700 $ 87,700
Intellectual Property / Licenses 363,000 363,000
Customer Base 37,000 37,000
Intangible assets 487,700 487,700
Less: accumulated amortization (206,771) (133,616)
Total intangible assets, net $ 280,929 $ 354,084 [1]
[1] Derived from audited information
v3.23.3
Operating Leases (Details)
 9 Months Ended
Sep. 30, 2023
USD ($)
ft²
Operating Leases (Details) [Line Items]  
Monthly rent $ 2,714
Security deposit $ 5,588
HELLIMEX, S.A. [Member]  
Operating Leases (Details) [Line Items]  
Square feet of area (in Square Feet) | ft² 1,647
v3.23.3
Operating Leases (Details) - Schedule of Undiscounted Cash Payment Obligations for Its Non-Cancelable Lease Liabilities
Sep. 30, 2023
USD ($)
Schedule of undiscounted cash payment obligations for its non-cancelable lease liabilities [Abstract]  
2023 $ 8,142
2024 2,714
2025
2026
2027
Total undiscounted cash payments 10,856
Less interest (103)
Present value of payments $ 10,753
v3.23.3
Goodwill (Details) - USD ($)
 9 Months Ended
Aug. 18, 2021
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
 [1]
Goodwill (Details) [Line Items]        
Stock purchase agreement 100.00%      
Cash $ 225,000      
Goodwill, description   The preliminary purchase price for the merger was determined to be $6.229 million, which consists of (i) 1 million shares of Series AA preferred stock valued at approximately $964,000, (ii) 8,974 shares of Series DD preferred stock valued at approximately $5.04 million and (iii) $225,000 in cash of which $175,000 was advanced prior to closing of the transaction.    
Impairment of goodwill   $ 4,125,460  
Goodwill   $ 1,679,978   $ 5,805,438
Series AA Preferred Stock [Member]        
Goodwill (Details) [Line Items]        
Issuance shares (in Shares) 1,000,000      
Preferred Series DD Stock [Member]        
Goodwill (Details) [Line Items]        
Issuance shares (in Shares) 8,974      
[1] Derived from audited information
v3.23.3
Goodwill (Details) - Schedule of Goodwill - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2023
Dec. 31, 2022
Schedule of Goodwill [Abstract]    
Balance $ 5,805,438 $ 5,805,438
Acquisition
Impairment (4,125,460)
Balance $ 1,679,978 $ 5,805,438
v3.23.3
Discontinued Operations (Details) - USD ($)
 1 Months Ended 6 Months Ended
Oct. 28, 2022
Jun. 30, 2022
Discontinued Operations [Abstract]    
Interest percentage 100.00%  
Liabilities outstanding   $ 84
v3.23.3
Discontinued Operations (Details) - Schedule of Loss from Discontinued Operations
 9 Months Ended
Sep. 30, 2023
USD ($)
Schedule of Loss from Discontinued Operations [Abstract]  
Revenue $ 24,991
Cost of revenue 23,024
Gross profit 1,967
Operating expenses  
Advertising and marketing 117
Depreciation and amortization expense 600
General and administrative 1,599
Total operating expenses 2,316
Gain from discontinued operations $ (350)
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