NOTES
TO CONDENSED CONSOLDIATED FINANCIAL STATEMENTS
September
30, 2021
(Unaudited)
NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Nature
of Business
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 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
November 27, 2019, Meso Numismatics, Inc. entered into an Assignment and Assumption Agreement with Lans Holdings Inc., whereby Lans Holdings
Inc. assigned all of its rights to, obligations and interest in a Binding Letter of Intent entered into on May 23, 2019 with Global Stem
Cells Group Inc. and Benito Nova, setting forth the principal terms pursuant to which the Company will acquire 50,000,000 shares of common
stock of Global Stem Cells Group Inc.
In
consideration for the Assignment, Meso Numismatics, Inc. shall:
|
|
●
|
Assume
certain Convertible Redeemable Notes issued by Lans Holdings Inc. to a lender, pursuant to the Assignment and Assumption Agreement and
subject to any pre-existing defaults under the Notes, Meso Numismatics, Inc. reissued an aggregate of $1,079,626 of Convertible Redeemable
Notes to the lender which bear interest at a rate varying from ten (10%) to fifteen (15%) percent, and have a one (1) year maturity date.
|
|
|
●
|
Issue
to Lans Holdings Inc. 1,000 shares of its Series CC Convertible Preferred Stock valued at $83,731 calculated based on conversion provision
of the Company’s Articles of Incorporation filed with the Secretary of State in Nevada on November 26, 2019. Shareholders of outstanding
shares of Series CC Convertible Preferred Stock shall be entitled to convert part or all of its shares of Series CC Convertible Preferred
Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of
issued and outstanding shares of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price.
|
The
consideration for the assignment of $1,163,357, consisting of an aggregate of $1,079,626 of Convertible Redeemable Notes assumed from
Lans Holdings Inc. and 1,000 shares of its Series CC Convertible Preferred Stock valued at $83,731 issued to Lans Holdings Inc was recorded
as compensation expense.
On
November 27, 2019, and in connection with the execution of the Assignment, the Company’s Board of Directors appointed Mr. David
Christensen, former director and CEO of Lans Holdings Inc., to serve as director and president of the Company.
On
December 23, 2019, Meso Numismatics, Inc. entered into the Post Closing Amendment to the Assignment and Assumption Agreement originally
entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., whereby the Original Agreement
is amended to extend the deadline to enter into the New LOI to 120 days from the execution of the Post Closing Amendment and option to
receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 120 days from the execution of the Post
Closing Amendment.
On
April 22, 2020, Meso Numismatics, Inc. entered into a Second Post Closing Amendment to the Assignment and Assumption Agreement originally
entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first
amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original
Agreement is amended to extend the deadline to enter into the New LOI to 150 days from the execution of the Second Amendment and option
to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 150 days from the execution of the
Second Amendment.
On
June 25, 2020, Mr. Martin Chuah submitted his resignation as Director of the Company, effective June 26, 2020. There are no disagreements
between Mr. Chuah and Meso Numismatics, Inc. on any matter relating to its operations, policies or practices.
On
June 26, 2020, Meso Numismatics, Inc. completed the repurchase of 1,000,000 shares of its Series AA (“Series AA”) Super Voting
Preferred Stock, 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, Mr. Melvin Pereira submitted his resignation as Chief Executive Officer, Chief Financial Officer, Secretary and Director
of Meso Numismatics, Inc., effective June 26, 2020. There are no disagreements between Mr. Pereira and Meso Numismatics, Inc. on any
matter relating to its operations, policies or practices.
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.
On
September 16, 2020, Meso Numismatics, Inc. entered into a Third Post Closing Amendment to the Assignment and Assumption Agreement originally
entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first
amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original
Agreement is amended to extend the deadline to enter into the New LOI to 180 days from the execution of the Third Amendment and option
to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 180 days from the execution of the
Third Amendment.
On
March 12, 2021, Meso Numismatics, Inc. entered into a Fourth Post Closing Amendment to the Assignment and Assumption Agreement originally
entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first
amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original
Agreement is amended to extend the deadline to enter into the New LOI to 90 days from the execution of the Fourth Amendment and option
to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 90 days from the execution of the
Fourth Amendment.
On
June 22, 2021, Meso Numismatics, Inc. entered into a Fifth Post Closing Amendment to the Assignment and Assumption Agreement originally
entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc.
|
|
1.
|
Pursuant to the terms of
the Fifth Post Closing Amendment, and as full and total consideration for the Assignment and Assumption Agreement and in addition to
the assumption of the New LOI and the assumption of the Assigned Debt (both terms as defined in the Assignment and Assumption
Agreement ), the option granted to Lans Holdings Inc. pertaining to the issuance of the Company’s Series CC Convertible
Preferred Stock was terminated and replaced with a cash payment as consideration, upon the following terms:
|
|
|
a.
|
The
Company shall pay Lans Holdings Inc., by delivery in escrow, an amount equal to USD $8,200,000, which Cash Payment shall be used by Lans
Holdings Inc. for the repurchase of all of its shares of common stock from its common shareholders.
|
On
June 22, 2021, the Company entered into a stock purchase agreement with Global Stem Cells Group Inc and Benito Novas. Pursuant to the
terms of the stock purchase agreement, the Company shall acquire 50,000,000 shares of common stock of Global Stem Cells Group Inc., representing
all of the outstanding shares of Global Stem Cells Group Inc, from Benito Novas in exchange for the following:
|
|
a.
|
1,000,000
shares of the Company’s Series AA Super Voting Preferred Stock;
|
|
|
b.
|
8,974
shares of the Company’s Series DD Convertible Preferred Stock; and
|
|
|
c.
|
An
amount equal to USD $50,000 being the balance owing to Benito Novas pursuant to the terms of the New LOI and Assignment.
|
The
closing of the stock purchase agreement shall occur no later than August 18, 2021.
On
June 22, 2021, Meso Numismatics, Inc. entered into a Secured Loan Agreement with an otherwise unaffiliated third-party investor, pursuant
to which Meso Numismatics, Inc. agreed to issue to the Investor a $11,600,000 face value Senior Secured Promissory Note with a $1,100,000
original issue discount, and a three year Common Stock Purchase Warrant to acquire up to 70,000,000 shares of our common stock at an
exercise price of $0.10 per share, subject to adjustments.
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 shall pay Lans Holdings Inc., by delivery in escrow, an amount equal to USD $8,200,000,
which Cash Payment shall be used by Lans Holdings Inc. for the repurchase of all of its shares of common stock from its common shareholders.
The company has allocated USD $8,200,000 in restricted cash for delivery to an escrow account being set up by Lans Holdings Inc. and recorded
the liability as due to related party.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles
of Consolidation and Basis of Presentation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally
accepted in the United States of America (“GAAP” or “U.S. GAAP”) for interim financial information and pursuant
to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). In
the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting
of normal recurring adjustments considered necessary for a fair presentation of such interim results.
The
results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for
the year ending December 31, 2021 or for any future interim period. The condensed consolidated balance sheet as of December 31, 2020
has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S.
GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements for the year ended December 31, 2020 and notes thereto included in the Company’s Annual
Report.
The
unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Pure Hospitality Solutions,
Inc. Meso Numismatics, Corp. and Global Stem Cells Group Inc. (since August 18, 2021). All significant intercompany transactions have
been eliminated.
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 derivative liability valuations,
stock based compensation inputs, issuance of preferred stock, fair value estimates, valuation of assets and liabilities in business combination
and in its going concern analysis.
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,
2021 and December 31, 2020, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents
as of September 30, 2021 and December 31, 2020.
The
following table provides a reconciliation of cash, cash equivalents and restricted cash to mounts shown in the statement of cash flows:
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Cash and cash equivalents
|
|
$
|
2,528,892
|
|
|
$
|
-
|
|
|
Restricted cash, current portion
|
|
|
8,200,000
|
|
|
|
-
|
|
|
Total cash, cash equivalents and restricted cash
|
|
$
|
10,728,892
|
|
|
$
|
-
|
|
Restricted
Cash
The
Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms
of the Fifth Post Closing Amendment along with the completion of the acquisition of Global Stem Cells Group Inc. See Note 7 for further
discussion.
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, 2021 and December 31, 2020, 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, 2021.
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 Binomial option pricing model to value the derivative instruments.
Revenue
Recognition
Effective
January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue
from the sale 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;
and (5) recognize revenue when each performance obligation is satisfied.
The
Company’s revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs and viable cell therapy and
immune support related products along with physician training The Company recognizes revenue when it satisfies a performance obligation
by transferring control over a product to a customer. 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, 2021 and 2020, respectively, because their inclusion
would have been anti-dilutive.
|
|
|
For the Nine Months
Ended September 30,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Convertible notes outstanding
|
|
|
2,015,096
|
|
|
|
455,297,705
|
|
|
Convertible preferred stock outstanding
|
|
|
37,647,060
|
|
|
|
4,651,726
|
|
|
Shares underlying warrants outstanding
|
|
|
96,000,000
|
|
|
|
-
|
|
|
|
|
|
135,662,156
|
|
|
|
459,949,431
|
|
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
2 Inputs - 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
3 Inputs - 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, 2021 and December 31, 2020, 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, 2021 and December 31, 2020, the Company does not have any assets or liabilities except for 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,
2021 and December 31, 2020:
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
September 30, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Notes Payable, net of discount
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Total
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Notes Payable, net of discount
|
|
$
|
-
|
|
|
$
|
162,747
|
|
|
$
|
-
|
|
|
$
|
162,747
|
|
|
Total
|
|
$
|
-
|
|
|
$
|
162,747
|
|
|
$
|
-
|
|
|
$
|
162,747
|
|
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,
2021 and December 31, 2020, 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
February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding
lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual
reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required
for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented
in the financial statements, with certain practical expedients available. The Company has no physical office space only a month to month
online virtual office lease that doesn’t required implementation of ASU 842 in the periods ended September 30, 2021 and December
31, 2020 to assets and liabilities.
In
June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment
Accounting, which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information provided
to the users of financial statements while reducing cost and complexity in financial reporting. This update provides consistency in the
accounting for share-based payments to nonemployees with that of employees. The Company has adopted
ASU 2018-07 in the first quarter of 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial
statements and related disclosures.
In
August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), which modifies the disclosures on
fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the
fair value hierarchy and the policy for timing of such transfers. The ASU expands the disclosure requirements for Level 3 fair value
measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income (loss). The ASU is effective
for public entities for fiscal years beginning after December 15, 2019. The Company has not historically had any transfers between
Level 1 and Level 2 or assets or liabilities measured at fair value under Level 3. The Company does not expect the adoption of this ASU
to have a material impact on its consolidated 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
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.
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 $45,098,988 as of September 30, 2021 and future losses are anticipated.
These factors, among others, generally tend to raise substantial doubt as to its ability to obtain additional long-term debt or equity
financing in order to have the necessary resources to further design, develop and launch the website and market the Company’s new
service.
In
order to continue as a going concern, the Company needs to develop a reliable source of revenues, and achieve a profitable level of operations
in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come
due. The Company intends to raise additional capital through private placements of debt and equity securities, to expand its development
of Global Stem Cell operations.
Accordingly,
the accompanying unaudited financial statements are accounted for as if the Company is a going concern and does not include any adjustments
relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or other
adjustments that might be necessary should be Company be unable to continue as a going concern.
NOTE
3 – 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 impact on the Company’s financial statements as a result of adopting Topic 606 for the periods ended September 30, 2021
and December 31, 2020.
The
Company’s revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs and viable cell therapy and
immune support related products along with physician training The Company recognizes revenue when it satisfies a performance obligation
by transferring control over a product to a customer. 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 three months ended September 30, 2021 and 2020:
|
|
|
For the Three
Months
Ended September 30,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Coins and banknotes
|
|
$
|
11,459
|
|
|
$
|
12,280
|
|
|
Cell therapy and immune support products
|
|
|
153,583
|
|
|
|
-
|
|
|
Total revenue
|
|
$
|
165,042
|
|
|
$
|
12,280
|
|
The
following table presents the Company’s revenue by product category for the nine months ended September 30, 2021 and 2020:
|
|
|
For the Nine
Months
Ended September 30,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Coins and banknotes
|
|
$
|
31,671
|
|
|
$
|
52,387
|
|
|
Cell therapy and immune support products
|
|
|
153,583
|
|
|
|
-
|
|
|
Total revenue
|
|
$
|
185,254
|
|
|
$
|
52,387
|
|
NOTE
4 – NOTES PAYABLE
Convertible
Notes Payable
During
2015, the Company entered into Convertible Debentures with Digital Arts Media Network and Ajene Watson, LLC. The promissory note agreements
bear interest from eight (8%) percent to 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. The notes are
convertible, at the investors’ sole discretion, into shares of common stock at variable conversion prices. As of September 30,
2021 and December 31, 2020, Digital Arts Media Network and Ajene Watson, LLC had an outstanding balance of $148,247.
During
2019, the Company entered into an aggregate of $387,980 Convertible Debentures with two lenders which bear interest from eight (8%) percent
to fifteen (15%) percent 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. The notes are convertible, at the lenders’
sole discretion, into shares of common stock at variable conversion prices. During 2019, the two lenders had advanced a total of $354,870,
net of discount and attorney fees, in the amount of $33,110 to the Company. On May 19, 2020, the Company issued 802,525 shares of common
stock in conversion of $3,290 convertible notes payable at conversion price of $0.0041: a loss of $3,378 was recorded. On July 15, 2020,
the Company issued 905,929 shares of common stock in conversion of $4,122 convertible notes payable at conversion price of $0.00455:
no loss was recorded. On November 30, 2020, the Company issued 791,104 shares of common stock in conversion of $4,747 convertible notes
payable at conversion price of $0.0070: a loss of $2,034 was recorded. On December 7, 2020, the parties agreed to terminate the convertible
promissory notes and accrued but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common
stock. As of September 30, 2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0.
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 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, 2021 and December 31, 2020, the
Company made $0.00 and $25,000, respectively of payments on the outstanding convertible notes. As of September 30, 2021 and December
31, 2020, the convertible promissory notes had an outstanding balance of $72,252.
On
November 27, 2019, Meso Numismatics, Inc. entered into an Assignment and Assumption Agreement with Lans Holdings Inc., whereby Lans Holdings
Inc. assigned all of its rights to, obligations and interest in a Binding Letter of Intent entered into on May 23, 2019 with Global Stem
Cells Group Inc. and Benito Nova, setting forth the principal terms pursuant to which the Company will acquire 50,000,000 shares of common
stock of Global Stem Cells Group Inc. to Meso Numismatics, Inc. for assumption of certain Convertible Redeemable Notes issued by Lans
holdings Inc. to lenders. pursuant to a securities purchase agreement.
Pursuant
to the Assignment and Assumption Agreement and subject to any pre-existing defaults under the Notes, Meso Numismatics, Inc. reissued
the below Notes to a lender upon the following terms:
|
Original Date of Note
|
|
Note Date
|
|
Maturity Date
|
|
Principal
Face Amount
of Note
|
|
|
Interest Rate
|
|
12/12/2016
|
|
11/27/2019
|
|
11/27/2020
|
|
$
|
239,196.00
|
|
|
10%
|
|
12/15/2016
|
|
11/27/2019
|
|
11/27/2020
|
|
|
291,930.00
|
|
|
12%
|
|
5/16/2019
|
|
11/27/2019
|
|
11/27/2020
|
|
|
83,000.00
|
|
|
15%
|
|
6/28/2019
|
|
11/27/2019
|
|
11/27/2020
|
|
|
191,000.00
|
|
|
15%
|
|
7/15/2019
|
|
11/27/2019
|
|
11/27/2020
|
|
|
84,500.00
|
|
|
15%
|
|
8/2/2019
|
|
11/27/2019
|
|
11/27/2020
|
|
|
98,000.00
|
|
|
15%
|
|
9/17/2019
|
|
11/27/2019
|
|
11/27/2020
|
|
|
92,000.00
|
|
|
15%
|
|
|
|
|
|
|
|
$
|
1,079,626.00
|
|
|
|
During
the period ended March 31, 2020 and December 31, 2019, the lender converted $4,676 of principal into common stock resulting into a balance
of $1,074,950. On December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued but unpaid interest
in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30, 2021 and December 31,
2020, the convertible promissory notes had an outstanding balance of $0.
From
January 28, 2020 to March 30, 2020, the Company entered into an aggregate of $58,410 of Convertible Debentures with a lender which bear
interest of eight (8%) percent 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. The notes are convertible, at the
lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $52,600,
net of discount and attorney fees, in the amount of $5,810 to the Company. On December 7, 2020, the parties agreed to terminate the convertible
promissory notes and accrued but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common
stock. As of September 30, 2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0.
From
April 30, 2020 to June 24, 2020, the Company entered into an aggregate of $109,020 of Convertible Debentures with a lender which bear
interest at eight (8%) percent 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. The notes are convertible, at the
lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $93,300,
net of discount in the amount of $15,720 to the Company. On December 7, 2020, the parties agreed to terminate the convertible promissory
notes and accrued but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As
of September 30, 2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0.
From
May 4, 2020 to June 1, 2020, the Company entered into an aggregate of $146,200 of Convertible Debentures with a lender which bear interest
at fifteen (15%) percent 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. The notes are convertible, at the lenders’
sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $132,000, net of discount
in the amount of $14,200 to the Company. On December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued
but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30,
2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0.
On
June 25, 2020, the Company entered into a Convertible Debentures with a lender in the amount of $60,000 which bear interest at fifteen
(15%) percent and have a one (1) year maturity date. The note 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 note. The note is convertible, at the lenders’ sole
discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $54,000, net of discount in
the amount of $6,000 to the Company. On December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued
but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30,
2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0.
On
July 17, 2020, the Company entered into a Convertible Debentures with a lender in the amount of $238,095 which bear interest at eight
(8%) percent 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. The notes are convertible, at the lenders’ sole
discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $195,000, net of discount in
the amount of $43,095 to the Company. On December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued
but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30,
2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0.
On
December 7, 2020, the Company signed Debt Restructure Agreements to restructure the debt obligations with three separate lenders.
The three lenders all had outstanding convertible promissory notes with our company in the aggregate principal amount plus default penalty
and accrued but unpaid interest of $5,379,624, and the parties have agreed to terminate the old convertible promissory notes in favor
of new secured promissory notes and warrants to purchase shares of our common stock. The Company agreed to the new notes and warrants
over the prior convertible notes because the old notes were in default and contained unfavorable terms on conversions. The new notes
extended the maturity date, are not convertible into our common shares, but instead secure the debt obligations with our assets.
The new notes have a maturity date of December 7, 2023 and an aggregate principal amount of $5,379,624 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.
These
debentures are convertible, at the investors’ sole option, into common shares at the following terms:
|
|
●
|
a
50 percent discount to the lowest closing bid price during the 10 days immediately preceding
the conversion date as reported on the National Quotations Bureau OTCQB exchange
|
|
|
●
|
a
50 percent discount to the average of the lowest traded price during the 20 days immediately
preceding the conversion date as quoted by Bloomberg LP;
|
|
|
●
|
a
50 percent discount to the lowest closing bid price during the 25 days immediately preceding
the conversion date as reported on the National Quotations Bureau OTCQB exchange
|
|
|
●
|
a
40 percent discount to the average of the three lowest traded price during the 20 days immediately
preceding the conversion date as quoted by Bloomberg LP; or
|
|
|
●
|
either (i) a 40 percent discount to the 10 days average daily trading price immediately preceding the conversion date, or (ii) at a fixed conversion price of $0.001 per share during any time whereby the current day market price is at or less than $0.075.
|
The
balance of the convertible notes as of September 30, 2021 and December 31, 2020 is as follows:
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Convertible notes payable
|
|
$
|
220,499
|
|
|
$
|
220,499
|
|
|
Less: Discount
|
|
|
43,167
|
|
|
|
57,752
|
|
|
Convertible notes payable, net
|
|
$
|
177,332
|
|
|
$
|
162,747
|
|
During
the periods ending September 30, 2021 and December 31, 2020 the Company received $0.00 and $526,900, respectively, from funding on new
convertible notes.
During
the periods ending September 30, 2021 and December 31, 2020, the Company incurred $0.00 and $9,663 losses on the conversion of convertible
notes, respectively. In connection with the convertible notes, the Company recorded $11,040 and $293,568, respectively of interest expense
and $14,585 and $1,842,103, respectively of debt discount amortization expense. As of September 30, 2021 and December 31, 2020, the Company
had approximately $339,916 and $328,876, respectively of accrued interest.
During
the periods ending September 30, 2021 and December 31, 2020, the Company made $0.00 and $25,000, respectively of payments on the outstanding
convertible notes, and converted $0.00 and $14,742, respectively, of principal and interest into 0.00 and 2,909,558 shares of common
stock. At December 7, 2020 the Company exchanged $5,379,624 of principal 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. As of September 30, 2021 and December 31, 2020,
the principal balance of outstanding convertible notes payable was $220,499.
Promissory
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 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. 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.
On
December 3, 2019, Melvin Pereira, the 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.
On
July 13, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $6,000 which bear interest at eighteen
(18%) percent and have a two (2) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. The lender
had advanced a total of $5,000, net of discount in the amount of $1,000 to the Company.
On
July 15, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $84,000 which bear interest at eighteen
(18%) percent and have a two (2) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. The lender
had advanced a total of $70,000, net of discount in the amount of $14,000 to the Company.
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. 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.
On
December 9, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $110,000 which bear interest at eighteen
(18%) 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.
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 eighteen
(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 March 31, 2021 as a discount.
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 June 30, 2021 as a discount.
The
balance of the promissory as of September 30, 2021 and December 31, 2020 is as follows:
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
Promissory notes payable
|
|
$
|
18,911,071
|
|
|
$
|
5,911,692
|
|
|
Less: Discount
|
|
|
6,712,875
|
|
|
|
295,091
|
|
|
Promissory notes payable, net
|
|
$
|
12,198,196
|
|
|
$
|
5,616,601
|
|
During
the periods ending September 30, 2021 and December 31, 2020, the Company made no payments on the outstanding promissory notes, and recorded
$1,124,101 and $61,561, respectively of interest expense and $500,338 and $3,676, respectively of debt discount amortization expense.
As of September 30, 2021 and December 31, 2020, the Company had approximately $1,173,759 and $61,561, respectively of accrued interest.
As of September 30, 2021 and December 31, 2020, the principal balance of outstanding promissory notes payable was $18,911,071 and $5,911,692,
respectively.
On
August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. were
acquired the Company acquired the 2018 Jaguar F-Pace which was purchased on January 8, 2019 and assumed the related auto loan, with
an original loan amount of $30,000 at 10% interest for 48 months and monthly payments of $504.94. As of September 30, 2021 and
December 31, 2020, the principal balance of the outstanding auto loan was $7,179 and $0, respectively.
Derivatives
Liabilities
The
Company determined that the convertible notes outstanding as of December 31, 2020 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:
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 remaining convertible notes resulted in a small number of shares which are covered under the
number of authorized common stock resulting in the elimination of the derivative liability at December 31, 2020.
The
balance of the fair value of the derivative liability as of September 30, 2021 and December 31, 2020 is as follows:
|
Balance at December 31, 2019
|
|
$
|
4,730,990
|
|
|
Additions
|
|
|
532,401
|
|
|
Fair value loss
|
|
|
1,233,277
|
|
|
Conversions
|
|
|
(6,496,668
|
)
|
|
Balance at December 31, 2020
|
|
|
-
|
|
|
Additions
|
|
|
-
|
|
|
Fair value loss
|
|
|
-
|
|
|
Conversions
|
|
|
-
|
|
|
Balance at September 30, 2021
|
|
$
|
-
|
|
NOTE
5 – CONVERTIBLE PREFERRED STOCK
Designation
of Series CC 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,
as amended (the “Articles of Incorporation”), authorizing one thousand (1,000) shares of a new series of preferred stock,
par value $0.001 per share, designated “Series CC Convertible Preferred Stock,” for which the board of directors established
the rights, preferences and limitations thereof.
At
any time prior to November 25, 2022 (“Automatic Conversion Date”) the Company may redeem for cash out of funds legally available
therefor, any or all of the outstanding Series CC Convertible Preferred Stock at a price equal to $1,000 per share. If not converted
prior, on the Automatic Conversion Date, any and all remaining issued and outstanding shares of Series CC Convertible Preferred Stock
shall automatically convert at the Conversion Price, which is a price per share determined by dividing the number of issued and outstanding
shares of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price.
Each
holder of outstanding shares of Series CC Convertible Preferred Stock shall be entitled to convert prior to the Automatic Conversion
Date, convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares
of common stock at a price per share determined by dividing the number of issued and outstanding shares of stock of the Company on the
date of conversion by 1,000 and multiply the results by 0.8 conversion price.
The
holders of the Series CC Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock.
The
holders of the Series CC Convertible Preferred Stock 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
November 27, 2019, Meso Numismatics, Inc. entered into an Assignment and Assumption Agreement with Global Stem Cells Group Inc., a
corporation duly formed under the laws of the State of Florida, Benito Novas and Lans Holdings Inc. a Nevada Corporation whose
securities ceased to be registered as of September 18, 2019, whereby Lans Holdings Inc. assigned all of its rights, obligations and
interest in, the Letter of Intent it previously entered into with Global Stem Cells Group Inc. and Benito Novas.
In
consideration for the Assignment, Meso Numismatics, Inc. issued to Lans Holdings Inc. 1,000 shares of its Series CC Convertible Preferred
Stock valued at $83,731 calculated based on conversion provision of the Company’s Articles of Incorporation filed with the Secretary
of State in Nevada on November 26, 2019. Shareholders of outstanding shares of Series CC Convertible Preferred Stock shall be entitled
to convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares of
common stock at a price per share determined by dividing the number of issued and outstanding shares of stock of the Company on the date
of conversion by 1,000 and multiply the results by 0.8 conversion price.
The
Convertible Series CC Preferred Stock has been classified outside of permanent equity and liabilities since it embodies a conditional
obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based
on a fixed monetary amount known at inception. The Company has recorded $83,731 which represents 1,000 Series CC Convertible Preferred
Stock at $83.73 per share, issued and outstanding as of September 30, 2021 and December 31, 2020, outside of permanent equity and liabilities.
On
November 12, 2020, the Company filed with the Secretary of State in Nevada the amendment to Certificate of Designation authorizing the
increase from 1,000 to 8,000,000 shares of the Series CC Convertible Preferred Stock.
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.
As
of September 30, 2021 and December 31, 2020, the Company has 0 and 1,000 preferred shares of Series CC Preferred Stock issued and outstanding,
respectively.
NOTE
6 – STOCKHOLDERS EQUITY
Common
Shares
The
Board of Directors was 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.
On
July 2, 2018, the Board of Directors authorized and shareholders approved a 1 for 1,000 reverse stock splits of its issued and outstanding
shares of common stock held by the holders of record as of , June 30, 2018. The below transactions have been changed to reflect the 1
for 1,000 reverse stock split.
2020
Transactions
On
January 8, 2020, the Company issued 410,000 shares of common stock in conversion of $2,583 convertible notes payable at conversion price
of $0.0063: a loss of $4,251 was recorded.
On
May 19, 2020, the Company issued 802,525 shares of common stock in conversion of $3,290 convertible notes payable at conversion price
of $0.0041: a loss of $3,378 was recorded.
On
July 15, 2020, the Company issued 905,929 shares of common stock in conversion of $4,122 convertible notes payable at conversion price
of $0.00455: no loss was recorded.
On
November 30, 2020, the Company issued 791,104 shares of common stock in conversion of $4,747 convertible notes payable at conversion
price of $0.0070: a loss of $2,034 was recorded.
2021
Transactions
On
February 24, 2021, the Company issued 36,232 shares of common stock for consulting services in the amount of $10,000.
On
April 16, 2021, the Company issued 33,772 shares of common stock for consulting services in the amount of $10,000.
On
June 28, 2021, the Company issued 1,092,866 shares of common stock as settlement of the lawsuit with Joseph Canouse, in the amount of
$213,109.
As
of September 30, 2021 and December 31, 2020, the Company has 12,032,466 and 10,869,596 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 exercise prices 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 exercise prices 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 exercise prices 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.
The
following table summarizes the Company’s warrant transactions during the nine months ended September 30, 2021 and year ended December
2020
|
|
|
Number of
Warrants
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Outstanding at year ended December 31, 2019
|
|
|
-
|
|
|
$
|
-
|
|
|
Granted
|
|
|
16,000,000
|
|
|
|
0.030
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
Expired
|
|
|
-
|
|
|
|
-
|
|
|
Outstanding at year ended December 31, 2020
|
|
|
16,000,000
|
|
|
$
|
0.030
|
|
|
Granted
|
|
|
80,000,000
|
|
|
|
0.092
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
Expired
|
|
|
|
|
|
|
|
|
|
Outstanding at quarter ended September 30, 2021
|
|
|
96,000,000
|
|
|
$
|
0.081
|
|
Warrants
granted in the year ended December 31, 2020 were valued using the Black Scholes 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 nine months ended September 30, 2021 were valued using the Black Scholes Model with the risk-free interest rate of 0.20%
to 0.44%, expected life 3 years, expected dividend rate of 0% and expected volatility ranging of 348.64% 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 eleven million (11,000,000) 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 one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series
AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof.
All
of the Holders of the Series AA Super Voting Preferred Stock together, voting separately as a class, shall have an aggregate vote equal
to sixty-seven (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 Super Voting Preferred Stock 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
Super Voting Preferred Stock 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 Super Voting Preferred Stock will not be convertible into the shares of the Company’s common stock.
During
2014, the Company and S & M Chuah Enterprises Ltd, agreed to an exchange of 900,000,000 common shares previously issued to S &
M Chuah Enterprises Ltd, entity controlled by Ken Chua, CEO & board member for 500,000 shares of Series AA Preferred Stock of the
Corporation, par value $0.001 per share. The 900,000,000 common shares were returned to the Company’s transfer agent for cancellation.
The shares were valued on the date of the agreement using the par value of $0.001, since the shares were non-convertible, non-tradable
super voting only.
During
2014, the Company and E-Network de Costa Rica S.A., entity controlled by Melvin Pereira mutually agreed upon amount of 500,000 shares
of Series AA Preferred Stock of the Corporation, par value $0.001 per share, as a compensation for becoming the new CEO of Pure Hospitality
Solutions Inc. The shares were valued on the date of the agreement and are non-convertible, non-tradable super voting only.
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 Super Voting
Preferred Stock.
On
June 26, 2020, Meso Numismatics, Inc. completed the repurchase of 1,000,000 shares of its Series AA (“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 Super Voting Preferred Stock 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 Stock is not convertible into common stock and does not have any dividend rights or any liquidation preferences.
The Series AA Preferred Stock entities the holders to 67% of the voting power of the Company’s stockholders, therefore the holder
of Series AA Preferred Stock will have sufficient votes to approve any matters presented to the common shareholders for approval on a
permanent basis unless revoked or modified. 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 Super Voting Preferred Stock issued to Benito Novas were valued based on a calculation by a third party independent valuation
specialist.
As
of September 30, 2021 and December 31, 2020, the Company has 1,050,000 and 50,000 preferred shares of Series AA Preferred Stock issued
and outstanding, respectively.
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 one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series
BB Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof.
Each
holder of outstanding shares of Series BB Preferred Stock 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 Preferred Stock after a minimum of six (6) months have elapsed from the issuance
of the preferred stock to the holder. The Series BB Preferred Stock has no voting rights until the Holder redeems the preferred stock
into the Company’s common stock. The Series BB Preferred Stock shall not be adjusted by the Corporation.
The
holders of the Series BB Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock.
The
Series BB Preferred Stock 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 Preferred Stock 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, 2021 and December 31, 2020, the Company had 0 and 279,146, respectively, of preferred shares of Series BB Preferred
Stock 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 ten thousand (10,000) shares of a new series of preferred stock,
par value $0.001 per share, designated “Series DD Convertible Preferred Stock,” for which the board of directors established
the rights, preferences and limitations thereof.
Each
holder of outstanding shares of Series DD Convertible Preferred Stock shall be entitled to its shares of Series DD Convertible Preferred
Stock 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 Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock.
The
holders of the Series DD Convertible Preferred Stock 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 Convertible Preferred Stock 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 Convertible
Preferred Stock 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. Additionally,
the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares are issued on August
18, 2021 and the remaining 448 to be issued February 18, 2022.
The
$503,072 value of the 896 shares of Series DD Convertible Preferred Stock 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 Convertible Preferred Stock to be issued February
18, 2022 was recorded as stock payable.
As
of September 30, 2021 and December 31, 2020, the Company had 9,422 and 0 preferred shares of Series DD Convertible Preferred Stock issued
and outstanding, respectively, with 448 will be issued in February 2022.
NOTE
7 – RELATED PARTY TRANSACTIONS
On
June 25, 2020, Mr. Martin Chuah submitted his resignation as Director of the Company, effective June 26, 2020. There are no disagreements
between Mr. Chuah and Meso Numismatics, Inc. on any matter relating to its operations, policies or practices.
On
June 26, 2020, Mr. Melvin Pereira submitted his resignation as Chief Executive Officer, Chief Financial Officer, Secretary and Director
of Meso Numismatics, Inc., effective June 26, 2020. There are no disagreements between Mr. Pereira and Meso Numismatics, Inc. on any
matter relating to its operations, policies or practices.
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 Super Voting Preferred Stock to Mr. David Christensen.
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 $90k. Additionally,
the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares are issued on August
18, 2021 and the remaining 448 to be issued February 18, 2022.
The
Company shall pay Lans Holdings Inc., by delivery in escrow, an amount equal to USD $8,200,000, which Cash Payment shall be used by Lans
Holdings Inc. for the repurchase of all of its shares of common stock from its common shareholders. The company has allocated $8.2M in
restricted cash for delivery to an escrow account being set up by Lans Holdings Inc. and recorded the liability as due to related party.
NOTE
8 – COMMITMENTS AND CONTINGENCIES
On
May 12, 2015, the Company issued a convertible promissory Note (the “Note”) in the principal amount of $25,000 to Tarpon
Bay Partners, LLC (“Tarpon Bay”) whose principal at the time is now known as a “Bad Actor” under SEC rules. On
or about January 23, 2017, Tarpon Bay elected to convert principal and interest under the Note into shares of the Company’s common
stock. On or about June 6, 2017 the Note was assigned to J.P. Carey Enterprises, Inc. (“J.P.”). On or about June 7, 2017,
J.P. elected to convert principal and interest under the Note into shares of the Company’s common stock. Joseph Canouse, a principal
at J.P., initiated a lawsuit against the Company in Fulton County Court, in Georgia for, among other things, breach of contract. A default
judgment was entered into against the Company for failure to response to these claims. The court then issued an Order of Judgement against
the Company in the amount of $282,500 which was recorded in accounts payable as of December 31, 2017. The Company appealed the Courts’
decision and in November 2018, while the Court of Appeals affirmed liability under the judgment, the Court of Appeals vacated the award
of the entire judgment amount and remanded the case back to the trial court with instructions.
On
June 23, 2021, the Company entered into settlement agreement of the Joseph Canouse lawsuit for consideration of $300,000 in cash and
1,092,866 shares of common stock in the amount of $213,109. The $513,109 settlement was offset by the $282,500 which was recorded in
accounts payable as of December 31, 2017 resulting in expense of $231,109 during the six months ended June 30, 2021.
On
June 28, 2021, the Company paid $300,000 in cash and issued 1,092,866 shares of common stock as settlement of the lawsuit with Joseph
Canouse, in the amount of $213,109, resulting in an outstanding balance of $0 as of September 30, 2021.
NOTE
9 – PROPERTY AND EQUIPMENT, NET
Property
and equipment, net consisted of the following:
|
|
|
September 30,
2021
|
|
|
December 31,
2020
|
|
|
Computer and office equipment (5 year useful life)
|
|
$
|
66,445
|
|
|
$
|
4,000
|
|
|
Less: accumulated depreciation
|
|
|
(40,610
|
)
|
|
|
(1,800
|
)
|
|
Total property and equipment, net
|
|
$
|
25,835
|
|
|
$
|
2,200
|
|
Depreciation
expense for the nine months ended September 30, 2021 and year ended December 31, 2020 was $1,856 and $600, respectively.
NOTE
10 – ACQUISITION
On
August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. were
acquired 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 and the Company acquired the assets and assumed the liabilities of Global Stem Cells Group,
Inc.
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 in prior to closing of the transaction.
The
Company accounted for the Stock Purchase Agreement as a business combination under the acquisition method of accounting. Under ASC
805 Business Acquisitions, determination of the accounting acquirer follows the requirements for control contained within ASC 810
Consolidations. Meso Numismatics, Inc. was determined to be the accounting acquirer based upon the terms of the Stock Purchase
Agreement and other factors including the voting provisions contained within the Series AA preferred stock. Those voting provisions
require that for (1) any change of control or (2) for any change in directors that the Series AA can only vote in a unanimous
fashion, therefore the shares held by the current CEO and board Chairman prior to the date of the acquisition remain in control of
the combined entity. In addition, no new officers were brought on board as a result of the acquisition.
The
following table presents a preliminary allocation of the purchase price to the net assets acquired, inclusive of intangible assets, with
the 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 goodwill established will be included within a new Global Stem Cells Group
reporting unit. These estimates are provisional in nature and adjustments may be recorded in future periods as appraisals and other valuation
reviews are finalized.
During
the period ended September 30, 2021, the Company continued finalizing its valuations of the assets acquired and liabilities assumed in
the August 18, 2021 acquisition based on new information obtained about facts and circumstances that existed as of the acquisition date.
The Company is continuing to gather information about the reliability of its deferred tax assets and this initial estimate may be subject
to change during the measurement period.
Any
necessary adjustments will be finalized within one year from the date of acquisition (in thousands).
|
Description
|
|
As of
August 18,
2021
|
|
|
Cash Payments to GSCG
|
|
$
|
225,000
|
|
|
Fair value of 1,000,000 shares of preferred series AA stock
|
|
|
963,866
|
|
|
Fair value of 8,974 shares of preferred series DD stock
|
|
|
5,038,576
|
|
|
Accounts payable and accrued liabilities
|
|
|
166,465
|
|
|
Note payables
|
|
|
407,631
|
|
|
Due to MESO
|
|
|
250,000
|
|
|
Total consideration
|
|
$
|
7,051,538
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
716,647
|
|
|
Accounts receivable
|
|
|
32,865
|
|
|
Property and equipment, net
|
|
|
25,491
|
|
|
Intangible assets, net
|
|
|
487,700
|
|
|
Total fair value of assets acquired
|
|
|
1,262,703
|
|
|
Consideration paid in excess of fair value (Goodwill) (1)
|
|
$
|
5,788,835
|
|
|
(1)
|
The
consideration paid in excess of the net fair value of assets acquired and liabilities assumed
has been recognized as goodwill.
|
The
following table sets forth the unaudited pro forma results of the Company as if the acquisition of Global Stem Cell Group, Inc. was effective
on the first day of each of the three and nine month periods presented. These combined results are not necessarily indicative of the
results that may have been achieved had the companies always been combined.
Pro
Forma Results (Unaudited)
|
|
|
Three Months Ended
September 30,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
Revenue
|
|
$
|
365,855
|
|
|
$
|
240,403
|
|
|
Net loss
|
|
$
|
(10,705,620
|
)
|
|
$
|
(7,390,570
|
)
|
|
Net loss per common share, basic and diluted
|
|
$
|
(0.89
|
)
|
|
$
|
(0.74
|
)
|
|
Weighted average number of common shares outstanding, basic and diluted
|
|
|
12,032,466
|
|
|
|
9,930,786
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
Revenue
|
|
$
|
799,969
|
|
|
$
|
446,761
|
|
|
Net loss
|
|
$
|
(12,181,079
|
)
|
|
$
|
(11,762,971
|
)
|
|
Net loss per common share, basic and diluted
|
|
$
|
(1.08
|
)
|
|
$
|
(1.31
|
)
|
|
Weighted average number of common shares outstanding, basic and diluted
|
|
|
11,295,486
|
|
|
|
9,005,129
|
|
NOTE
11 – 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,
2021
|
|
|
December 31,
2020
|
|
|
Tradename - Trademarks
|
|
$
|
87,700
|
|
|
$
|
-
|
|
|
Intellectual Property / Licenses
|
|
|
363,000
|
|
|
|
-
|
|
|
Customer Base
|
|
|
37,000
|
|
|
|
-
|
|
|
Intangible assets
|
|
|
487,700
|
|
|
|
-
|
|
|
Less: accumulated amortization
|
|
|
(11,491
|
)
|
|
|
-
|
|
|
Total intangible assets, net
|
|
$
|
476,209
|
|
|
$
|
-
|
|
Amortization
is computed on straight-line method based on estimated useful lives of 5 years. During the three and nine months ended September 30,
2021, the Company recorded amortization expense of the intellectual property of $11,491.
NOTE
12 – OTHER ASSETS
On
April 22, 2020, the Company entered into a Second Post Closing Amendment to the Assignment, which extended the deadline to enter into
the New LOI to 150 days from the execution of the Second Amendment and option to receive Series CC Convertible Preferred Stock granted
to Lans Holdings Inc. has been extended to 150 days from the execution of the Second Amendment.
In
addition, the Company shall pay an advance amount equal to $225,000 to Global Stem Cells Group Inc, which shall be paid as follows:
|
|
●
|
An
amount equal to $50,000 within 20 business days of the execution of this herein Second Amendment;
|
|
|
●
|
An amount equal to $75,000 within 60 business days from the initial $50,000 payment above and;
|
|
|
●
|
The
remaining balance to be paid in full at the latest upon execution of the Definitive Agreement
or at such other date as shall be specified by the Parties.
|
On
September 16, 2020, Meso Numismatics, Inc. entered into a Third Post Closing Amendment to the Assignment and Assumption Agreement originally
entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first
amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original
Agreement is amended to extend the deadline to enter into the New LOI to 180 days from the execution of the Third Amendment and option
to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 180 days from the execution of the
Third Amendment.
In
addition, the Company shall pay the remaining balance equal to $100,000 to Global Stem Cells Group Inc, which shall be paid as follows:
|
|
●
|
An
amount equal to $50,000 upon the execution of the Third Amendment;
|
|
|
●
|
The
remaining balance to be paid in full at the latest upon execution of the Definitive Agreement
or at such other date as shall be specified by the Parties.
|
On
March 12, 2021, Meso Numismatics, Inc. entered into a Fourth Post Closing Amendment to the Assignment and Assumption Agreement originally
entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first
amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original
Agreement is amended to extend the deadline to enter into the New LOI to 90 days from the execution of the Fourth Amendment and option
to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 90 days from the execution of the
Fourth Amendment.
On
May 7, 2020, July 24, 2020, September 17, 2020 and July 2, 2021, the Company made advance payments in the aggregate amount of
$225,000 to Global Stem Cells Group Inc, and represents the fair value of the consideration paid allocated to the assets and
liabilities acquired from Global Stem Cells Group Inc. as of September 30, 2021 and recorded as other asset as of December 31,
2020.
NOTE
13 – SUBSEQUENT EVENTS
On
October 1, 2021, the Company received $1,000,000 from 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.