(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted 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
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second
fiscal quarter $2,282,559.
Indicate the number of shares outstanding of each
of the registrant’s classes of common stock, as of the latest practicable date: 12,161,403 shares as of April 29, 2022
As used in this Annual Report on Form 10-K, unless
the context otherwise requires, the terms the “Company,” “Registrant,” “we,” “us,” “our,”
“Meso,” or “MSSV” refer to Meso Numismatics, Inc., a Nevada corporation.
Except for statements of historical fact, some
information in this document contains “forward-looking statements” that involve substantial risks and uncertainties. You can
identify these forward-looking statements by words such as “may,” “will,” “should,” “anticipate,”
“estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,”
“expects,” “management believes,” “we believe,” “we intend” or the negative of these words
or other variations on these words or comparable terminology. The statements that contain these or similar words should be read carefully
because these statements discuss our future expectations, contain projections of our future results of operations or of our financial
position, or state other forward-looking information. We believe that it is important to communicate our future expectations to our investors.
However, there may be events in the future that we are not able accurately to predict or control. Further, we urge you to be cautious
of the forward-looking statements which are contained in this registration statement because they involve risks, uncertainties and other
factors affecting our operations, market growth, service, products and licenses. The factors listed in the sections captioned “Risk
Factors” and “Description of Business,” as well as other cautionary language in this registration statement and events
in the future may cause our actual results and achievements, whether expressed or implied, to differ materially from the expectations
we describe in our forward-looking statements. We operate in a very competitive and rapidly changing environment. New risks emerge from
time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business
or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement.
The forward-looking statements in this registration statement are based on assumptions management believes are reasonable. However, due
to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements.
Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation
or undertaking to publicly update any of them in light of new information, future events, or otherwise. The occurrence of any of the events
described as risk factors or other future events could have a material adverse effect on our business, results of operations and financial
position. Since our common stock is considered a “penny stock,” we are ineligible to rely on the safe harbor for forward-looking
statements provided in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”).
The accompanying notes are an integral part of
these audited consolidated financial statements.
The accompanying notes are an integral part of
these audited consolidated financial statements.
The accompanying notes are an integral part of these audited consolidated
financial statements
The accompanying notes are
an integral part of these audited consolidated financial statements
The accompanying notes are an integral part of
these audited consolidated financial statements.
NOTES TO CONSOLDIATED FINANCIAL STATEMENTS
December 31, 2021
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 Lans Holdings shares of common stock from the Lans 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 paid on November 3, 2021 the USD
$8,200,000 in cash to an escrow account set up by Lans Holdings Inc.. The $8.2 million was expensed in the income statement as General
and Administrative Expense – Related Party for the year ending December 31, 2021.
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, Pure Hospitality Solutions, Inc. Meso Numismatics, Corp. and Global Stem
Cells Group Inc. (since August 18, 2021). 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 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 December 31, 2021 and December 31, 2020, all of the Company’s
cash was deposited in major banking institutions. There were no cash equivalents as of December 31, 2021 and December 31, 2020. 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 December
31, 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 year ended December 31, 2021.
Goodwill
Goodwill represents the excess acquisition cost
over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is subject to annual impairment testing
on or between annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of a reporting
unit below its carrying value. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine
whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting
unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is
not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment
test is not required. If the Company concludes otherwise, the Company is required to perform the two-step impairment test. The goodwill
impairment test is performed at the reporting unit level by comparing the estimated fair value of a reporting unit with its respective
carrying value. If the estimated fair value exceeds the carrying value, goodwill at the reporting unit level is not impaired. If the estimated
fair value is less than the carrying value, further analysis is necessary to determine the amount of impairment, if any, by comparing
the implied fair value of the reporting unit’s goodwill to the carrying value of the reporting unit’s 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 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 main sources of revenue are
comprised of the following:
| ● | Training-GSCG offers a Stem Cell & Exosomes Certification
Program where physicians attending this 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 can be apply in the clinic. The physicians
will pay for the training sessions upfront and receives all the material and certificate upon completion of seminar which is when revenue
is recognized by GSCG. |
| ● | 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 third party directly to physicians. Revenue is recognized by GSCG when product is shipped. |
| ● | Equipment-
Physicians can order equipment through GSCG which includes warranty from manufacture of equipment. Equipment is paid for upfront and
shipped from manufacture directly to physicians. Revenue is recognized by GSCG when product is shipped. |
| ● | Rare
coins and banknotes-MESO acquires rare coins and banknotes from Latin America at reduced costs and sales through its website and auctions. |
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 December 31, 2021 and 2020, respectively, because their inclusion would have been anti-dilutive.
| | |
For the Years Ended
December 31, | |
| | |
2021 | | |
2020 | |
| Convertible notes outstanding | |
| 75,710 | | |
| 455,297,705 | |
| Convertible preferred stock outstanding | |
| 37,647,060 | | |
| 4,651,726 | |
| Shares underlying warrants outstanding | |
| 103,500,000 | | |
| - | |
| | |
| 141,222,770 | | |
| 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 December 31, 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 December 31, 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 December 31, 2021 and December 31, 2020:
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
| December 31, 2021 | |
| | |
| | |
| | |
| |
| Derivative liability | |
| | | |
| | | |
| 20,442 | | |
| 20,442 | |
| Total | |
$ | - | | |
$ | - | | |
$ | 20,442 | | |
$ | 20,442 | |
| | |
| | | |
| | | |
| | | |
| | |
| December 31, 2020 | |
| | | |
| | | |
| | | |
| | |
| Total | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
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 December 31, 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 March
2020, the FASB issued optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate
reform on financial reporting and subsequently issued clarifying amendments. The guidance provides optional expedients and exceptions
for accounting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR) or
another reference rate expected to be discontinued because of reference rate reform. The optional guidance is effective upon issuance
and can be applied on a prospective basis at any time between January 1, 2020 through December 31, 2022. The Company is currently
evaluating the impact of adoption on its consolidated financial statements. The Company is progressing in its evaluation of LIBOR cessation
exposures, including the review of debt-related contracts, leases, business development and licensing arrangements, royalty and other
agreements. The Company has amended certain agreements and continues to review other agreements for potential impacts. With regard to
debt-related exposures in particular, all existing interest rate swaps linked to LIBOR will mature in 2022. The Company is still evaluating
the impact to its LIBOR-based debt. Based on its evaluation thus far, the Company does not anticipate a material impact to its consolidated
financial statements as a result of reference rate reform.
In October
2021, the FASB issued amended guidance that requires acquiring entities to recognize and measure contract assets and liabilities in a
business combination in accordance with existing revenue recognition guidance. The amended guidance is effective for interim and annual
periods in 2023 and is to be applied prospectively. Early adoption is permitted on a retrospective basis to the beginning of the fiscal
year of adoption. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements
for prior acquisitions; however, the impact in future periods will be dependent upon the contract assets and contract liabilities acquired
in future business combinations.
In November 2021, the
FASB issued new guidance to increase the transparency of transactions with a government that are accounted for by applying a grant or
contribution accounting model by analogy. The guidance requires annual disclosures of such transactions to include the nature of the transactions
and the significant terms and conditions, the accounting treatment and the impact to the company’s financial statements. The guidance
is effective for annual periods beginning in 2022 and is to be applied on either a prospective or retrospective basis. The Company is
currently evaluating the impact of adoption 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
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 $47 million and a working capital deficit of $1,200,000 as of December 31, 2021 and future losses are anticipated. These
factors, among others, generally tend to 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.
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 years ended December 31, 2021 and December 31, 2020.
The Company’s main source of revenue is
comprised of the following:
| ● | Training-GSCG offers
a Stem Cell & Exosomes Certification Program where physicians attending this 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 can
be apply in the clinic. The physicians will pay for the training sessions upfront and receives all the material and certificate upon completion
of seminar which is when revenue is recognized by GSCG. |
| | | |
| ● | 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 third party directly to physicians. Revenue is recognized by GSCG when product is shipped. |
| | | |
| ● | Equipment- Physicians
can order equipment through GSCG which includes warranty from manufacture of equipment. Equipment is paid for upfront and shipped from
manufacture directly to physicians. Revenue is recognized by GSCG when product is shipped. |
| ● | Rare coins and banknotes-MESO
acquires rare coins and banknotes from Latin America at reduced costs and sales through its website and auctions. |
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 years ended December 31, 2021 and 2020:
| |
|
For the Years Ended
December 31, |
|
| |
|
2021 |
|
|
2020 |
|
| Coins and banknotes |
|
$ |
37,374 |
|
|
$ |
55,082 |
|
| Training |
|
|
112,970 |
|
|
|
- |
|
| Product supplies |
|
|
209,706 |
|
|
|
- |
|
| Equipment |
|
|
115,210 |
|
|
|
- |
|
| Total revenue |
|
$ |
475,261 |
|
|
$ |
55,082 |
|
Listed below are the revenues, cost of revenues,
gross profits, assets and net loss by Company:
| | |
For the Year Ended
December 31, 2021 | |
| | |
Global Stem
Cells Group | | |
Meso
Numismatics | | |
Total | |
| Revenue | |
$ | 437,887 | | |
$ | 37,374 | | |
$ | 475,261 | |
| Cost of revenue | |
| 287,750 | | |
| 42,263 | | |
| 330,013 | |
| Gross profit | |
$ | 150,137 | | |
$ | (4,889 | ) | |
$ | 145,248 | |
| Gross Profit % | |
| 34.29 | % | |
| -13.08 | % | |
| 30.56 | % |
| | |
| | | |
| | | |
| | |
| Assets | |
$ | 8,026,166 | | |
$ | 1,279,400 | | |
$ | 9,305,566 | |
| Net loss | |
$ | (12,451,078 | ) | |
$ | (433,402 | ) | |
$ | (12,884,480 | ) |
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 has resulted
in a widespread health crisis adversely affecting our 2021 and 2020 business, results of operations and financial condition.
The outbreak of COVID-19 has resulted in a widespread
health crisis that adversely affected the economies and financial markets in which we operate. Restrictions in travel along with in person
meetings limited our training of new customers along with selling them products and equipment.
NOTE 4 – NOTES PAYABLE
Convertible Notes Payable
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 December 31, 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 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 years ending December 31, 2021 and December 31, 2020,
the Company made $0.00 and $25,000, respectively of payments on the outstanding convertible notes. As of December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 December 31, 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 were 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 December
31, 2021 and December 31, 2020 is as follows:
| | |
December 31, | | |
December 31, | |
| | |
2021 | | |
2020 | |
| Convertible notes payable | |
$ | 72,252 | | |
$ | 220,499 | |
| Less: Discount | |
| 38,270 | | |
| 57,752 | |
| Convertible notes payable, net | |
$ | 33,982 | | |
$ | 162,747 | |
During the periods ending December 31, 2021 and
December 31, 2020 the Company received $0.00 and $526,900, respectively, from funding on new convertible notes.
During the periods ending December 31, 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 $14,760 and $293,568, respectively of interest expense and $19,482 and $1,842,103, respectively
of debt discount amortization expense. As of December 31, 2021 and December 31, 2020, the Company had approximately $251,144 and $328,876,
respectively of accrued interest.
During the periods ending December 31, 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 December 31, 2021 and December 31, 2020, the principal balance of outstanding convertible
notes payable was $72,252 and $220,499, respectively.
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 December 31, 2021, the principal balance of the outstanding loan was $130,025 and accrued
interest of $79,598.
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.
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 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.
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 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 the date of issuance 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 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.
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 December 31, 2021, the principal balance of the outstanding auto loan was $5,776.
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 December 31, 2021, the principal balance of the outstanding
loan was $400,000 and accrued interest totals $87,185. 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.
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.
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.
The balance of the promissory as of December 31,
2021 and December 31, 2020 is as follows:
| | |
December 31,
| | |
December 31,
| |
| | |
2021 | | |
2020 | |
| Promissory notes payable | |
$ | 20,243,335 | | |
$ | 5,911,692 | |
| Less: Discount | |
| 6,822,622 | | |
| 295,091 | |
| Less: Deferred finance costs | |
| 82,466 | | |
| | |
| Promissory notes payable, net | |
$ | 13,338,247 | | |
$ | 5,616,601 | |
During the periods ending December 31, 2021 and
December 31, 2020, the Company made $1,812 and $0 payments, respectively on the outstanding promissory notes, and recorded $1,781,394
and $61,561, respectively of interest expense and $874,476 and $3,676, respectively of debt discount amortization expense. As of December
31, 2021 and December 31, 2020, the Company had approximately $1,878,251 and $61,561, respectively of accrued interest. As of December
31, 2021 and December 31, 2020, the principal balance of outstanding promissory notes payable was $20,243,335 and $5,911,692, 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:
| | |
December 31,
| |
| | |
2021 | |
| Common stock issuable | |
| 75,710 | |
| Market value of common stock on measurement date | |
$ | 0.27 | |
| Adjusted exercise price | |
$ | 0.21 | |
| Risk free interest rate | |
| .68 | % |
| Instrument lives in years | |
| 3.00 Year | |
| Expected volatility | |
| 121 | % |
| 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 December 31, 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 | |
| 24,186 | |
| Fair value gain | |
| (3,744 | ) |
| Conversions | |
| - | |
| Balance at December 31, 2021 | |
$ | 20,442 | |
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 (common?) stock of the Company on the
date of conversion by 1,000 and multiply the results by 0.8.
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 December 31, 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 December 31, 2021 and December 31, 2020,
the Company has 0 and 1,000 preferred shares of Series CC Preferred Stock issued and outstanding, respectively. During the period of these
financial statements, no dividend was declared or paid on the Series CC preferred shares.
NOTE 6 – 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.
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 where were valued in the amount of $10,000.
On April 16, 2021, the Company issued 33,772 shares
of common stock for consulting services which were valued 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, which were valued in the amount of $213,109.
On December 23, 2021, the Company issued 52,659
shares of common stock for consulting services which were valued in the amount of $10,000.
As of December 31, 2021 and December 31, 2020,
the Company has 12,085,125 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.
On September 20, 2021, the Company issued warrants
to purchase 7,500,000 shares of common stock, at exercise prices 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 year ended December 31, 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 | |
| 87,500,000 | | |
| 0.091 | |
| Exercised | |
| | | |
| | |
| Expired | |
| | | |
| | |
| Outstanding at quarter ended December 31, 2021 | |
| 103,500,000 | | |
$ | 0.082 | |
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 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 eleven million (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 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 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 December 31, 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. 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 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 December 31, 2021 and December 31, 2020,
the Company had 0 and 279,146, respectively, of preferred shares of Series BB Preferred Stock issued and outstanding. During the period
of these financial statements, no dividend was declared or paid on the Series BB preferred shares.
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, 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 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. The full amount of $503,552 was expensed at the date of grant, as a matter of accounting policy. There is $251,776 recorded as
stock payable – related party due to Dave Christensen, CEO, at December 31, 2021.
As of December 31, 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. During the period of these financial statements, no dividend was declared or paid on the Series DD preferred
shares.
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 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 are issued on August 18, 2021
and the remaining 448 to be issued February 18, 2022. Amounts paid to Enterprise Technology Consulting, a Company 100% owned by Dave Christensen,
CEO, for consulting services during 2021 were $60,000.
The Company paid Lans Holdings Inc., by delivery
in escrow on November 3, 2021, an amount equal to USD $8,200,000.
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 December 31, 2021, the principal balance of the outstanding auto loan was $5,776.
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 50,000,000 shares of common stock from Aesthetic
Marketing Group, LLC on May 23, 2019. Aesthetic Marketing Group is wholly owned by Benito Novas, CEO of Global Stem Cell Group, Inc.
Benito Novas’, (CEO of Global Stem Cell
Group, Inc.) brother, sister and nephew provide marketing/administrative and training/R&D services to Global Stem Cells Group and
were paid as consultants from August 18, 2021 to December 31, 2021 in aggregate $101,175.
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 a settlement
agreement for an outstanding 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, in the amount of $213,109, resulting in an outstanding
balance of $0 as of December 31, 2021.
Per 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
Right 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 FV of the Assets. As part of the agreement, should the Global Stem Cell Group consummate its acquisition agreement
with Meso Numismatics, Inc., so long as Meso Numismatics, Inc. agrees to be bound by the provision after the acquisition, then that provision
will not trigger at the time of sale of the Global Stem Cell Group to Meso Numismatics, Inc.
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.
NOTE 9 – PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
| | |
December 31,
2021 | | |
December 31,
2020 | |
| Computer and office equipment (5 year useful life) | |
$ | 66,445 | | |
$ | 4,000 | |
| Less: accumulated depreciation | |
| (43,536 | ) | |
| (1,800 | ) |
| Total property and equipment, net | |
$ | 22,909 | | |
$ | 2,200 | |
Depreciation expense for the years ended December
31, 2021 and December 31, 2020 was $40,858 and $800, 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.
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 or directors were brought on board as a result
of the acquisition.
The following table presents an 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.
| 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 | |
| 164,252 | |
| Note payables | |
| 407,588 | |
| Due to MESO | |
| 250,000 | |
| Total consideration | |
$ | 7,049,282 | |
| | |
| | |
| Cash and cash equivalents | |
| 716,647 | |
| Accounts receivable | |
| 14,006 | |
| Property and equipment, net | |
| 25,491 | |
| Intangible assets, net | |
| 487,700 | |
| Total fair value of assets acquired | |
| 1,243,844 | |
| Consideration paid in excess of fair value (Goodwill) (1) | |
$ | 5,805,438 | |
| (1) | The
consideration paid in excess of the net fair value of assets acquired and liabilities assumed has been recognized as goodwill. |
Under the provisions of purchase accounting, the
Company has up to 1 year from the date of the acquisition to finalize the accounting for the assets acquired and liabilities assumed.
The amounts included in the table above are therefore still subject to revision should additional information become available to the
Company regarding the assets acquired and liabilities assumed.
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:
| | |
December 31,
2021 | |
December 31,
2020 | |
| Tradename - Trademarks | |
$ | 87,700 | |
$ | - | |
| Intellectual Property / Licenses | |
| 363,000 | |
| - | |
| Customer Base | |
| 37,000 | |
| - | |
| Intangible assets | |
| 487,700 | |
| - | |
| Less: accumulated amortization | |
| (36,076 | ) |
| - | |
| Total intangible assets, net | |
$ | 451,624 | |
$ | - | |
Amortization is computed on straight-line method
based on estimated useful lives of 5 years. During the year ended December 31, 2021, the Company recorded amortization expense of the
intellectual property of $36,076.
NOTE 12 – INCOME TAXES
Due to the Company’s net losses, there were
no provisions for income taxes for the years ended December 31, 2021 and 2020. The difference between the income tax expense of zero shown
in the statement of operations and pre-tax book net loss times the federal statutory rate of 21% is due to the change in the valuation
allowance.
The benefit for income taxes differed from the amount computed using
the U. S federal income tax rate of 21% for December 21, 2021, as follows
| | |
2021 | |
| Income tax (benefit) | |
$ | (2,705,741 | ) |
| Non-deductible | |
| 345,741 | |
| Change in valuation allowance | |
| 2,360,000 | |
| Income tax (benefit) per financial statements | |
$ | - | |
Deferred income tax assets as of December 31, 2021 and 2020 were as
follows:
| | |
December 31,
2021 | | |
December 31,
2020 | |
| Deferred Tax Assets: | |
| | |
| |
| Net operating losses | |
$ | 3,619,294 | | |
$ | 1,259,107 | |
| Less valuation allowance | |
| (3,619,294 | ) | |
| (1,259,107 | ) |
| Total deferred tax assets | |
$ | - | | |
$ | - | |
The Company has recorded a full allowance against
its deferred tax assets as of December 31, 2021 and 2020 because management determined that it is not more-likely-than not that those
assets will be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not
that some portion or all of deferred assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon
the generation of future taxable income during the periods in which those temporary differences become deductible.
For federal income tax purposes, the Company has
a net operating loss carry forward of approximately $18,757,124 at December 31, 2021, which expires commencing in 2036.
NOTE 13 – OTHER 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.
NOTE 14 – PREPAID EXPENSES
During the period
ending December 31, 2021, Global Stem Cell Group, Inc. had made prepayments towards the buildout of the clinic at the Tulum Trade
Center and purchase of equipment in the amount of $21,532 along with first month rent of $2,714.
NOTE 15 – SUBSEQUENT EVENTS
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.
In January 2022, the Company began the buildout of the clinic and order equipment. The Cancun facility is
to be inaugurated in May 2022 is accredited both by the Mexican General Health Council and Cofepris (Mexican FDA).
On February 18, 2022, the Company issued the remaining
448 shares of Series DD Convertible Preferred Stock set forth in the Professional Service Consulting Agreement to Dave Christensen, current
Director, President, Chief Executive Officer, Chief Financial Officer and Secretary that were recorded as $251,776 in stock payable at
December 31, 2021.
On March 23, 2022, the Company issued 76,278 shares
of common stock for consulting services in the amount of $10,000 that were recorded in stock payable at December 31, 2021.
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