UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended: September 30, 2021

 

or

 

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

 

For the transition period from __________ to __________

 

Commission File Number: 000-56010

 

MESO NUMISMATICS, INC.

(Exact name of registrant as specified in its charter)

 

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

 

433 Plaza Real Suite 275

Boca Raton, Florida 33432

(Address of principal executive offices)

 

(800) 889-9509

(Registrant’s telephone number, including area code)

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒  No ☐

 

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

 

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

 

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

 

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

 

Securities registered pursuant to Section 12(b) of the Act: None

 

As of December 20, 2021, there were 12,032,466 shares outstanding of the registrant’s common stock.

 

 

 

 

 

 

MESO NUMISMATICS, INC.

 

TABLE OF CONTENTS

 

    Page No.
PART I. FINANCIAL INFORMATION  
     
Item 1. Condensed Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020 1
  Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2021 and 2020 (unaudited) 2
  Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months and Nine Months Ended September 30, 2021 and 2020 (unaudited) 3
  Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020 (unaudited) 6
  Notes to Condensed Consolidated Financial Statements 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 31
Item 3. Quantitative and Qualitative Disclosures About Market Risk 39
Item 4. Controls and Procedures 40
     
PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 41
Item 1A.  Risk Factors 41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 41
Item 3. Defaults Upon Senior Securities 42
Item 4. Mine Safety Disclosures 42
Item 5. Other Information 42
Item 6. Exhibits 42

 

i

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

    September 30,     December 31,  
    2021     2020  
    (Unaudited)        
ASSETS            
Current assets            
Cash and cash equivalents   $ 2,528,892     $ 42,534  
Restricted cash     8,200,000      
-
 
Accounts receivable, net     38,669      
-
 
Prepaid expenses     7,000      
-
 
Total current assets     10,774,561       42,534  
Property and equipment, net     25,835       2,200  
Other assets    
-
      175,000  
Intangible assets, net     476,209      
-
 
Goodwill     5,788,835      
-
 
Total assets   $ 17,065,440     $ 219,734  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current liabilities                
Accounts payable and accrued liabilities   $ 225,481     $ 375,789  
Stock payable     251,536      
-
 
Accrued interest     1,513,675       390,437  
Due to related party     8,200,000      
-
 
Convertible notes payable, net     148,247       148,249  
Notes payable     7,179      
-
 
Total current liabilities     10,346,118       914,475  
                 
Long term liabilities                
Convertible notes payable, net     29,085       14,498  
Notes payable-related parties     7,800       7,800  
Notes payable, net     12,191,017       5,608,801  
Total liabilities   $ 22,574,020     $ 6,545,574  

Commitments and contingencies

   
 
     
 
 
                 
Preferred stock, $0.001 par value; 8,000,000 shares authorized as Series CC; 1,000 shares issued 0 and 1,000 shares outstanding for the quarter ended September 30, 2021 and the year ended December 31, 2020, respectively    
-
      83,731  
                 
Stockholders’ deficit                
Preferred stock, $0.001 par value 1,050,000 shares authorized as Series AA; 1,050,000 shares issued 1,050,000 and 50,000 shares outstanding for the quarter ended September 30, 2021 and the year ended December 31, 2020, respectively     1,050       50  
Preferred stock, $0.001 par value; 1,000,000 shares authorized as Series BB; 559,815 shares issued and 0 and 279,146 shares outstanding for the quarter ended September 30, 2021 and the year ended December 31, 2020, respectively    
-
      279  
Preferred stock, $0.001 par value; 10,000 shares authorized as Series DD; 9,422 and 0 shares issued and outstanding for the quarter ended September 30, 2021 and the year ended December 31, 2020, respectively     10       -  
Common stock, $0.001 par value; 6,500,000,000 shares authorized; 13,634,780 and 12,471,910 shares issued and 12,032,466 and 10,869,596 shares outstanding for the quarter ended September 30, 2021 and the year ended December 31, 2020, respectively     12,033       10,870  
Additional paid in capital     39,577,315       27,364,393  
Accumulated deficit     (45,098,988 )     (33,785,163 )
Total stockholders’ deficit     (5,508,580 )     (6,409,571 )
Total liabilities and stockholders’ deficit   $ 17,065,440     $ 219,734  

 

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

 

Page 1 of 43

 

 

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

    For the Three Months
Ended September 30,
    For the Nine Months
Ended September 30,
 
    2021     2020     2021     2020  
Revenue   $ 165,042     $ 12,280     $ 185,254     $ 52,387  
Cost of revenue     88,520       10,420       115,170       41,443  
Gross profit     76,522       1,860       70,084       10,944  
                                 
Operating expenses                                
Advertising and marketing     22,351       72       22,732       154  
Professional fees     336,299       32,494       665,544       62,481  
Officer compensation     518,833       10,000       552,932       257,336  
Depreciation and amortization     12,947       200       13,347       600  
Investor relations     32,574       4,180       53,046       8,423  
General and administrative- related party     8,116,269      
-
      8,116,269      
-
 
General and administrative     52,651       3,557       69,206       21,418  
Total operating expenses     9,091,924       50,503       9,493,076       350,412  
                                 
Other expense                                
Interest expense     (900,039 )     (549,067 )     (1,659,724 )     (1,461,616 )
Loss on conversion of debt    
-
     
-
     
-
      (7,629 )
Loss on change in fair value of derivative financial instruments    
-
      (6,811,021 )    
-
      (9,836,815 )
Other expense    
-
     
-
      (231,109 )    
-
 
Net loss   $  (9,915,441 )   $  (7,408,731 )   $  (11,313,825 )   $  (11,645,528 )
                                 
Net loss per common share, basic and diluted   $ (0.82 )   $ (0.75 )   $ (1.00 )   $ (1.29 )
                                 
Weighted average number of common shares outstanding, basic and diluted     12,032,466       9,930,786       11,295,486       9,005,129  

 

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

 

Page 2 of 43

 

 

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Nine Months Ended September 30, 2021

(Unaudited)

 

    Series CC     Series AA     Series BB     Series DD                              
    Preferred
Stock
    Preferred
Stock
    Preferred
Stock
    Preferred
Stock
    Common Stock     Additional
Paid In
    Accumulated        
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Capital     Deficit     Total  
Balance, December 31, 2020     1,000     $ 83,731       50,000     $ 50       279,146     $ 279      
-
    $
-
      10,869,596     $ 10,870     $ 27,364,393      $  (33,785,163 )   $ (6,409,571 )
Debt settlement     -       -       -       -       -       -       -       -       1,092,866       1,093       212,016       -       213,109  
Issuance of common stock for services     -       -       -       -       -       -       -       -       70,004       70       19,930       -       20,000  
Issuance of preferred series DD for services-related party     -       -       -       -       -       -       448       1       -       -       251,535       -       251,536
Cancellation of preferred series BB     -       -       -       -       (279,146 )     (279 )     -       -       -       -       279       -       -  
Cancellation of preferred series CC-related party     (1,000 )     (83,731 )     -       -       -       -       -       -       -       -       -       -       -  
Issuance of preferred series AA for acquisition of Global Stem Cell Group, Inc.     -       -       1,000,000       1,000       -       -       -       -       -       -       962,866       -       963,866  
Issuance of preferred series DD for acquisition of Global Stem Cell Group, Inc.     -       -       -       -       -       -       8,974              9       -       -       5,038,567       -       5,038,576  
Imputed interest on debt     -       -       -       -       -       -       -       -       -       -       24,192       -       24,192  
Fair value of warrants     -       -       -       -       -       -       -       -       -       -       5,703,537       -       5,703,537  
Net income (Loss)     -       -       -       -       -       -       -               -       -       -       (11,313,825 )      (11,313,825 )
Balance, September 30, 2021    
-
    $
-
      1,050,000     $ 1,050      
-
    $
-
      9,422     $ 10       12,032,466     $ 12,033     $  39,577,315      $ (45,098,988 )   $ (5,508,580 )

 

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

 

Page 3 of 43

 

 

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Three Months Ended September 30, 2021

(Unaudited)

 

    Series CC     Series AA     Series BB     Series DD                      
    Preferred
Stock
    Preferred
Stock
    Preferred
Stock
    Preferred
Stock
    Common Stock     Additional
Paid In
    Accumulated        
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Capital     Deficit     Total  
Balance, July 1, 2021     1,000     $ 83,731       50,000     $ 50      
-
    $
-
            $                  12,032,466     $ 12,033     $  33,316,195     $ (35,183,547 )   $  (1,855,269 )
Issuance of preferred series DD for services-related party     -       -       -       -          -               -       448       1       -       -       251,535       -       251,536  
Cancellation of preferred series CC-related party     (1,000 )     (83,731 )     -       -       -       -       -       -       -       -       -       -       -  
Issuance of preferred series AA for acquisition of Global Stem Cell Group, Inc.     -       -       1,000,000       1,000       -       -       -       -       -       -       962,866       -       963,866  
Issuance of preferred series DD for acquisition of Global Stem Cell Group, Inc.     -       -       -       -       -       -       8974       9       -       -       5,038,567       -       5,038,576  
Imputed interest on debt     -       -       -       -       -       -       -       -       -       -       8,152       -       8,152  
Net income (Loss)     -       -       -       -       -       -       -       -       -       -       -       (9,915,441 )     (9,915,441 )
Balance, September 30, 2021    
-
    $
-
      1,050,000     $ 1,050      
-
    $
-
      9,422       10        12,032,466     $ 12,033     $ 39,577,315     $ (45,098,988 )   $ (5,508,580 )

 

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

 

Page 4 of 43

 

 

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Nine Months Ended September 30, 2020

(Unaudited)

 

    Series CC
Preferred
Stock
    Series AA
Preferred
Stock
    Series BB
Preferred
Stock
    Series DD
Preferred
Stock
    Common Stock     Additional
Paid In
    Stock     Accumulated        
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Capital     Payable     Deficit     Total  
Balance, December 31, 2019     1,000     $ 83,731       1,000,000     $ 1,000       279,146     $ 279                                           7,960,038     $ 7,961     $ 20,524,380     $
-
    $ (27,889,477 )   $ (7,355,857 )
Conversion of convertible debt     -       -       -       -       -       -                       2,118,454       2,119       7,876       -       -       9,995  
Repurchase of Preferred Series AA     -       -       (1,000,000 )     (1,000 )     -       -                       -       -       (159,000 )     -       -       (160,000 )
Grant of Preferred Series AA for services     -       -       -       -       -       -                       -       -       -       166,795       -       166,795  
Imputed interest on debt     -       -       -       -       -       -                       -       -       25,782       -       -       25,782  
Loss on conversion of stock     -       -       -       -       -       -                       -       -       7,629       -       -       7,629  
Derivative settlement     -       -       -       -       -       -                       -       -       16,460       -       -       16,460  
Net income (Loss)     -       -       -       -       -       -                       -       -       -       -       (11,645,528 )     (11,645,528 )
Balance, September 30, 2020     1,000     $ 83,731      
-
    $
-
      279,146     $ 279      
-
    $
-
      10,078,492     $ 10,080     $ 20,423,127     $ 166,795     $ (39,535,005 )   $ (18,934,724 )
 
For the Three Months Ended September 30, 2020
                                                       
    Series CC
Preferred
Stock
    Series AA
Preferred
Stock
    Series BB
Preferred
Stock
    Series DD
Preferred
Stock
    Common Stock     Additional
Paid In
    Stock     Accumulated        
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount     Capital     Payable     Deficit     Total  
Balance, July 1, 2020     1,000     $ 83,731      
-
    $
           -
      279,146     $ 279                       9,172,563     $ 9,174     $ 20,405,066     $ 166,795     $ (32,126,274 )   $ (11,544,960 )
Conversion of convertible debt     -       -       -       -       -       -                       905,929       906       3,216       -       -       4,122  
Imputed interest on debt     -       -       -       -       -       -                       -       -       8,657       -       -       8,657  
Derivative settlement     -       -       -       -       -       -                       -       -       6,188       -       -       6,188  
Net income (Loss)     -       -       -       -       -       -                       -       -       -       -       (7,408,731 )     (7,408,731 )
Balance, September 30, 2020     1,000     $ 83,731      
-
    $
-
      279,146     $ 279      
-
    $
   -
       10,078,492     $ 10,080     $ 20,423,127     $ 166,795     $ (39,535,005 )   $ (18,934,724 )

 

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

 

Page 5 of 43

 

 

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    For the Nine Months
Ended September 30,
 
    2021     2020  
CASH FLOWS FROM OPERATING ACTIVITIES            
Net loss   $ (11,313,825 )   $ (11,645,528 )
Non-cash adjustments to reconcile net loss to net cash:                
Amortization of debt discount     500,338       1,217,759  
Depreciation and amortization expense     13,347       600  
Change in derivative liabilities    
-
      9,836,815  
Loss on legal settlement     213,109      
-
 
Common shares issued for services     20,000      
-
 
Preferred shares issued for services     251,536       166,795  
Loss on conversion of debt    
-
      7,629  
Imputed interest on debt     24,192       25,782  
Changes in operating assets and liabilities:                
Accounts payable and accrued liabilities     806,467       164,342  
Stock payable     251,536      
-
 
Due to related party     8,116,269      
-
 
Prepaid expenses     (7,000 )    
-
 
Accounts receivable     (5,804 )    
-
 
CASH USED IN OPERATING ACTIVITIES     (1,129,835 )     (225,806 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Cash acquired in business combination, net of cash paid     666,647       (175,000 )
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES     666,647       (175,000 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from issuance of debt     11,400,000       596,900  
Proceeds from note receivable     (250,000 )    
-
 
Principle payment on debt     (454 )    
-
 
Repurchase of preferred stock    
-
      (160,000 )
CASH PROVIDED BY FINANCING ACTIVITIES     11,149,546       436,900  
Net increase in cash and cash equivalents and restricted cash     10,686,358       36,094  
Cash and cash equivalents and restricted cash, beginning of year     42,534       23,379  
                 
Cash and cash equivalents and restricted cash, end of period   $ 10,728,892     $ 59,473  
                 
Cash paid for income taxes   $
-
    $
-
 
Cash paid for interest   $
-
    $
-
 
                 
NON-CASH FINANCING ACTIVITIES:                
Warrants discount issued on debt   $ 5,703,537     $
-
 
Preferred series BB shares returned   $ 279     $
-
 
Common shares issued for legal settlement   $ 213,109     $
-
 
Cancellation of preferred series CC   $ 83,731     $
-
 
Issuance of preferred series AA for acquisition   $ 963,866     $
-
 
Issuance of preferred series DD for acquisition   $ 5,038,576     $
-
 
Deposit on acquisition   $ 175,000     $
-
 
Original issue discount on convertible debt and promissory notes   $ 1,200,000     $ 532,400  
Settlement of derivative discounts   $
-
    $ 16,460  
Conversion of convertible debt   $
-
    $ 9,995  

 

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

 

Page 6 of 43

 

 

MESO NUMISMATICS, INC.

NOTES TO CONDENSED CONSOLDIATED FINANCIAL STATEMENTS

September 30, 2021

(Unaudited)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Nature of Business

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

On November 27, 2019, Meso Numismatics, Inc. entered into an Assignment and Assumption Agreement with Lans Holdings Inc., whereby Lans Holdings Inc. assigned all of its rights to, obligations and interest in a Binding Letter of Intent entered into on May 23, 2019 with Global Stem Cells Group Inc. and Benito Nova, setting forth the principal terms pursuant to which the Company will acquire 50,000,000 shares of common stock of Global Stem Cells Group Inc.

 

Page 7 of 43

 

 

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.

 

Page 8 of 43

 

 

On March 12, 2021, Meso Numismatics, Inc. entered into a Fourth Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original Agreement is amended to extend the deadline to enter into the New LOI to 90 days from the execution of the Fourth Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 90 days from the execution of the Fourth Amendment.

 

On June 22, 2021, Meso Numismatics, Inc. entered into a Fifth Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc.

 

1. Pursuant to the terms of the Fifth Post Closing Amendment, and as full and total consideration for the Assignment and Assumption Agreement and in addition to the assumption of the New LOI and the assumption of the Assigned Debt (both terms as defined in the Assignment and Assumption Agreement ), the option granted to Lans Holdings Inc. pertaining to the issuance of the Company’s Series CC Convertible Preferred Stock was terminated and replaced with a cash payment as consideration, upon the following terms:

 

a. The Company shall pay Lans Holdings Inc., by delivery in escrow, an amount equal to USD $8,200,000, which Cash Payment shall be used by Lans Holdings Inc. for the repurchase of all of its shares of common stock from its common shareholders.

 

On June 22, 2021, the Company entered into a stock purchase agreement with Global Stem Cells Group Inc and Benito Novas. Pursuant to the terms of the stock purchase agreement, the Company shall acquire 50,000,000 shares of common stock of Global Stem Cells Group Inc., representing all of the outstanding shares of Global Stem Cells Group Inc, from Benito Novas in exchange for the following:

 

a. 1,000,000 shares of the Company’s Series AA Super Voting Preferred Stock;

 

b. 8,974 shares of the Company’s Series DD Convertible Preferred Stock; and

 

c. An amount equal to USD $50,000 being the balance owing to Benito Novas pursuant to the terms of the New LOI and Assignment.

 

The closing of the stock purchase agreement shall occur no later than August 18, 2021.

 

On June 22, 2021, Meso Numismatics, Inc. entered into a Secured Loan Agreement with an otherwise unaffiliated third-party investor, pursuant to which Meso Numismatics, Inc. agreed to issue to the Investor a $11,600,000 face value Senior Secured Promissory Note with a $1,100,000 original issue discount, and a three year Common Stock Purchase Warrant to acquire up to 70,000,000 shares of our common stock at an exercise price of $0.10 per share, subject to adjustments.

 

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

 

Pursuant to the terms of the Fifth Post Closing Amendment along with the completion of the acquisition of Global Stem Cells Group Inc., the issuance of the 1,000 shares of the Company’s Series CC Convertible Preferred Stock to Lans Holdings Inc. was terminated and replaced with a cash payment as consideration. The Company shall pay Lans Holdings Inc., by delivery in escrow, an amount equal to USD $8,200,000, which Cash Payment shall be used by Lans Holdings Inc. for the repurchase of all of its shares of common stock from its common shareholders. The company has allocated USD $8,200,000 in restricted cash for delivery to an escrow account being set up by Lans Holdings Inc. and recorded the liability as due to related party.

 

Page 9 of 43

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation and Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of such interim results.

 

 The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2021 or for any future interim period. The condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020 and notes thereto included in the Company’s Annual Report.

 

The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Pure Hospitality Solutions, Inc. Meso Numismatics, Corp. and Global Stem Cells Group Inc. (since August 18, 2021). All significant intercompany transactions have been eliminated.

 

Use of Estimates in Financial Statement Presentation

 

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

 

Reclassifications

 

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

 

Cash and Cash Equivalents

 

The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At September 30, 2021 and December 31, 2020, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of September 30, 2021 and December 31, 2020.

 

The following table provides a reconciliation of cash, cash equivalents and restricted cash to mounts shown in the statement of cash flows:

 

    September 30,     December 31,  
    2021     2020  
Cash and cash equivalents   $ 2,528,892     $
            -
 
Restricted cash, current portion     8,200,000      
-
 
Total cash, cash equivalents and restricted cash   $ 10,728,892     $
-
 

 

Page 10 of 43

 

 

Restricted Cash

 

The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of the Fifth Post Closing Amendment along with the completion of the acquisition of Global Stem Cells Group Inc. See Note 7 for further discussion.

 

Accounts Receivable

 

Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $0 and $0 as of September 30, 2021 and December 31, 2020, respectively.

 

Intangible Assets

 

Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment was recognized for the nine months ended September 30, 2021.

 

Derivative Instruments

 

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

 

Revenue Recognition

 

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of products by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

 

The Company’s revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs and viable cell therapy and immune support related products along with physician training The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration the Company receives in exchange for those products.

 

Income Taxes

 

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

 

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

 

Page 11 of 43

 

 

Net Earnings (Losses) Per Common Share

 

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

 

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

 

Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at September 30, 2021 and 2020, respectively, because their inclusion would have been anti-dilutive.

 

    For the Nine Months
Ended September 30,
 
    2021     2020  
Convertible notes outstanding     2,015,096       455,297,705  
Convertible preferred stock outstanding     37,647,060       4,651,726  
Shares underlying warrants outstanding     96,000,000      
-
 
      135,662,156      

459,949,431

 

 

Fair Value of Financial Instruments

 

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

 

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

 

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

 

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

 

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

 

At September 30, 2021 and December 31, 2020, the carrying amounts of the Company’s financial instruments, including cash, account payables, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments.

 

At September 30, 2021 and December 31, 2020, the Company does not have any assets or liabilities except for convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement.

 

Page 12 of 43

 

 

The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of September 30, 2021 and December 31, 2020:

 

    Level 1     Level 2     Level 3     Total  
September 30, 2021                        
Convertible Notes Payable, net of discount   $
           -
    $
           -
    $
           -
    $
           -
 
Total   $
-
    $
-
    $
-
    $
-
 
                                 
December 31, 2020                                
Convertible Notes Payable, net of discount   $
-
    $ 162,747     $
-
    $ 162,747  
Total   $
-
    $ 162,747     $
-
    $ 162,747  

 

Comprehensive Income

 

The Company records comprehensive income as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. As of September 30, 2021 and December 31, 2020, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

 

Stock Based Compensation

 

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

 

New Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company has no physical office space only a month to month online virtual office lease that doesn’t required implementation of ASU 842 in the periods ended September 30, 2021 and December 31, 2020 to assets and liabilities.

 

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides consistency in the accounting for share-based payments to nonemployees with that of employees. The Company has adopted ASU 2018-07 in the first quarter of 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements and related disclosures.

 

Page 13 of 43

 

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), which modifies the disclosures on fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. The ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income (loss). The ASU is effective for public entities for fiscal years beginning after December 15, 2019. The Company has not historically had any transfers between Level 1 and Level 2 or assets or liabilities measured at fair value under Level 3. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

 

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

 

Goodwill

 

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

 

Going Concern

 

The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $45,098,988 as of September 30, 2021 and future losses are anticipated. These factors, among others, generally tend to raise substantial doubt as to its ability to obtain additional long-term debt or equity financing in order to have the necessary resources to further design, develop and launch the website and market the Company’s new service.

 

In order to continue as a going concern, the Company needs to develop a reliable source of revenues, and achieve a profitable level of operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. The Company intends to raise additional capital through private placements of debt and equity securities, to expand its development of Global Stem Cell operations.

 

Accordingly, the accompanying unaudited financial statements are accounted for as if the Company is a going concern and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or other adjustments that might be necessary should be Company be unable to continue as a going concern.

 

NOTE 3 – REVENUE RECOGNITION

 

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

 

(1) Identify the contract with a customer

 

(2) Identify the performance obligations in the contract

 

(3) Determine the transaction price

 

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

 

(5) Recognize revenue when each performance obligation is satisfied

 

Page 14 of 43

 

 

There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the periods ended September 30, 2021 and December 31, 2020.

 

The Company’s revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs and viable cell therapy and immune support related products along with physician training The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration the Company receives in exchange for those products.

 

The following table presents the Company’s revenue by product category for the three months ended September 30, 2021 and 2020:

 

    For the Three Months
Ended September 30,
 
    2021     2020  
Coins and banknotes   $ 11,459     $ 12,280  
Cell therapy and immune support products     153,583       -  
Total revenue   $ 165,042     $ 12,280  

 

The following table presents the Company’s revenue by product category for the nine months ended September 30, 2021 and 2020:

 

    For the Nine Months
Ended September 30,
 
    2021     2020  
Coins and banknotes   $ 31,671     $ 52,387  
Cell therapy and immune support products     153,583       -  
Total revenue   $ 185,254     $ 52,387  

 

NOTE 4 – NOTES PAYABLE

 

Convertible Notes Payable

 

During 2015, the Company entered into Convertible Debentures with Digital Arts Media Network and Ajene Watson, LLC. The promissory note agreements bear interest from eight (8%) percent to ten (10%) and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the investors’ sole discretion, into shares of common stock at variable conversion prices. As of September 30, 2021 and December 31, 2020, Digital Arts Media Network and Ajene Watson, LLC had an outstanding balance of $148,247.

 

During 2019, the Company entered into an aggregate of $387,980 Convertible Debentures with two lenders which bear interest from eight (8%) percent to fifteen (15%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. During 2019, the two lenders had advanced a total of $354,870, net of discount and attorney fees, in the amount of $33,110 to the Company. On May 19, 2020, the Company issued 802,525 shares of common stock in conversion of $3,290 convertible notes payable at conversion price of $0.0041: a loss of $3,378 was recorded. On July 15, 2020, the Company issued 905,929 shares of common stock in conversion of $4,122 convertible notes payable at conversion price of $0.00455: no loss was recorded. On November 30, 2020, the Company issued 791,104 shares of common stock in conversion of $4,747 convertible notes payable at conversion price of $0.0070: a loss of $2,034 was recorded. On December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30, 2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0.

 

Page 15 of 43

 

 

On November 25, 2019, Meso Numismatics, Inc. pursuant to the certificate of designation of the Series BB Preferred Stock, elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder shall have the option, within 30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. Should the shareholder not give the Meso Numismatics, Inc. notice the Indebtedness shall automatically be issued in the form of a promissory note. The convertible note agreements bear no interest and have a four (4) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the investors’ sole discretion, into shares of common stock at conversion price equal to the lowest bid price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the three prior trading days including the day upon which a Notice of Conversion is received by the Company. As of December 31, 2019, 81,043 Preferred Series BB shares were exchange for an aggregate of $97,252 convertible notes. During the periods ending September 30, 2021 and December 31, 2020, the Company made $0.00 and $25,000, respectively of payments on the outstanding convertible notes. As of September 30, 2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $72,252.

 

On November 27, 2019, Meso Numismatics, Inc. entered into an Assignment and Assumption Agreement with Lans Holdings Inc., whereby Lans Holdings Inc. assigned all of its rights to, obligations and interest in a Binding Letter of Intent entered into on May 23, 2019 with Global Stem Cells Group Inc. and Benito Nova, setting forth the principal terms pursuant to which the Company will acquire 50,000,000 shares of common stock of Global Stem Cells Group Inc. to Meso Numismatics, Inc. for assumption of certain Convertible Redeemable Notes issued by Lans holdings Inc. to lenders. pursuant to a securities purchase agreement.

 

Pursuant to the Assignment and Assumption Agreement and subject to any pre-existing defaults under the Notes, Meso Numismatics, Inc. reissued the below Notes to a lender upon the following terms:

 

Original Date of Note

  Note Date   Maturity  Date   Principal
Face Amount
of Note
    Interest  Rate
12/12/2016   11/27/2019   11/27/2020   $ 239,196.00     10%
12/15/2016   11/27/2019   11/27/2020     291,930.00     12%
5/16/2019   11/27/2019   11/27/2020     83,000.00     15%
6/28/2019   11/27/2019   11/27/2020     191,000.00     15%
7/15/2019   11/27/2019   11/27/2020     84,500.00     15%
8/2/2019   11/27/2019   11/27/2020     98,000.00     15%
9/17/2019   11/27/2019   11/27/2020     92,000.00     15%
            $ 1,079,626.00      

 

During the period ended March 31, 2020 and December 31, 2019, the lender converted $4,676 of principal into common stock resulting into a balance of $1,074,950. On December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30, 2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0.

 

Page 16 of 43

 

 

From January 28, 2020 to March 30, 2020, the Company entered into an aggregate of $58,410 of Convertible Debentures with a lender which bear interest of eight (8%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $52,600, net of discount and attorney fees, in the amount of $5,810 to the Company. On December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30, 2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0.

 

From April 30, 2020 to June 24, 2020, the Company entered into an aggregate of $109,020 of Convertible Debentures with a lender which bear interest at eight (8%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $93,300, net of discount in the amount of $15,720 to the Company. On December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30, 2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0.

 

From May 4, 2020 to June 1, 2020, the Company entered into an aggregate of $146,200 of Convertible Debentures with a lender which bear interest at fifteen (15%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $132,000, net of discount in the amount of $14,200 to the Company. On December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30, 2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0.

 

On June 25, 2020, the Company entered into a Convertible Debentures with a lender in the amount of $60,000 which bear interest at fifteen (15%) percent and have a one (1) year maturity date. The note may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory note. The note is convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $54,000, net of discount in the amount of $6,000 to the Company. On December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30, 2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0.

 

On July 17, 2020, the Company entered into a Convertible Debentures with a lender in the amount of $238,095 which bear interest at eight (8%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $195,000, net of discount in the amount of $43,095 to the Company. On December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30, 2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0.

 

On December 7, 2020, the Company signed Debt Restructure Agreements to restructure the debt obligations with three separate lenders.  The three lenders all had outstanding convertible promissory notes with our company in the aggregate principal amount plus default penalty and accrued but unpaid interest of $5,379,624, and the parties have agreed to terminate the old convertible promissory notes in favor of new secured promissory notes and warrants to purchase shares of our common stock.  The Company agreed to the new notes and warrants over the prior convertible notes because the old notes were in default and contained unfavorable terms on conversions. The new notes extended the maturity date, are not convertible into our common shares, but instead secure the debt obligations with our assets.  The new notes have a maturity date of December 7, 2023 and an aggregate principal amount of $5,379,624 and, as an incentive; we have issued cashless warrants to purchase 15,000,000 shares of our common stock at an exercise price of $0.03 per share in connection with the restructuring.

 

Page 17 of 43

 

 

These debentures are convertible, at the investors’ sole option, into common shares at the following terms:

 

a 50 percent discount to the lowest closing bid price during the 10 days immediately preceding the conversion date as reported on the National Quotations Bureau OTCQB exchange

 

a 50 percent discount to the average of the lowest traded price during the 20 days immediately preceding the conversion date as quoted by Bloomberg LP;

 

a 50 percent discount to the lowest closing bid price during the 25 days immediately preceding the conversion date as reported on the National Quotations Bureau OTCQB exchange

 

a 40 percent discount to the average of the three lowest traded price during the 20 days immediately preceding the conversion date as quoted by Bloomberg LP; or

 

either (i) a 40 percent discount to the 10 days average daily trading price immediately preceding the conversion date, or (ii) at a fixed conversion price of $0.001 per share during any time whereby the current day market price is at or less than $0.075.

 

The balance of the convertible notes as of September 30, 2021 and December 31, 2020 is as follows:

 

    September 30,     December 31,  
    2021     2020  
Convertible notes payable   $ 220,499     $ 220,499  
Less: Discount     43,167       57,752  
Convertible notes payable, net   $ 177,332     $ 162,747  

 

During the periods ending September 30, 2021 and December 31, 2020 the Company received $0.00 and $526,900, respectively, from funding on new convertible notes.

 

During the periods ending September 30, 2021 and December 31, 2020, the Company incurred $0.00 and $9,663 losses on the conversion of convertible notes, respectively. In connection with the convertible notes, the Company recorded $11,040 and $293,568, respectively of interest expense and $14,585 and $1,842,103, respectively of debt discount amortization expense. As of September 30, 2021 and December 31, 2020, the Company had approximately $339,916 and $328,876, respectively of accrued interest.

 

During the periods ending September 30, 2021 and December 31, 2020, the Company made $0.00 and $25,000, respectively of payments on the outstanding convertible notes, and converted $0.00 and $14,742, respectively, of principal and interest into 0.00 and 2,909,558 shares of common stock. At December 7, 2020 the Company exchanged $5,379,624 of principal and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock. As of September 30, 2021 and December 31, 2020, the principal balance of outstanding convertible notes payable was $220,499.

 

Promissory Notes Payable

 

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

 

Page 18 of 43

 

 

On December 3, 2019, Melvin Pereira, the CEO, converted 18,500 shares of the 25,000 shares of Series BB preferred stock to acquire one hundred (100%) percent of Meso’s common stock into 250,999 shares of the Company’s common stock and elected to exchange the remaining 6,500 shares of Series BB preferred stock for a promissory note of $7,800.

 

On July 13, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $6,000 which bear interest at eighteen (18%) percent and have a two (2) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $5,000, net of discount in the amount of $1,000 to the Company.

 

On July 15, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $84,000 which bear interest at eighteen (18%) percent and have a two (2) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $70,000, net of discount in the amount of $14,000 to the Company.

 

At December 7, 2020 the Company exchanged $5,379,624 of principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock. The Company recorded the fair value of the 15,000,000 warrants issued with debt at approximately $262,376 at December 31, 2020 as a discount.

 

On December 9, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $110,000 which bear interest at eighteen (18%) percent and have a two (2) year maturity date and cashless warrants to purchase 1,000,000 shares of our common stock. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $100,000, net of discount in the amount of $10,000 to the Company. The Company recorded the fair value of the 1,000,000 warrants issued with debt at approximately $17,491 at December 31, 2020 as a discount.

 

On January 6, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,000,000 which bear interest at eighteen (15%) percent and have a one (1) year maturity date and cashless warrants to purchase 10,000,000 shares of our common stock, at exercise prices of $0.03 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $900,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 at March 31, 2021 as a discount.

 

On June 22, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 at June 30, 2021 as a discount.

 

The balance of the promissory as of September 30, 2021 and December 31, 2020 is as follows:

 

    September 30,     December 31,  
    2021     2020  
Promissory notes payable   $ 18,911,071     $ 5,911,692  
Less: Discount     6,712,875       295,091  
Promissory notes payable, net   $ 12,198,196     $ 5,616,601  

 

Page 19 of 43

 

 

During the periods ending September 30, 2021 and December 31, 2020, the Company made no payments on the outstanding promissory notes, and recorded $1,124,101 and $61,561, respectively of interest expense and $500,338 and $3,676, respectively of debt discount amortization expense. As of September 30, 2021 and December 31, 2020, the Company had approximately $1,173,759 and $61,561, respectively of accrued interest. As of September 30, 2021 and December 31, 2020, the principal balance of outstanding promissory notes payable was $18,911,071 and $5,911,692, respectively.

 

On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. were acquired the Company acquired the 2018 Jaguar F-Pace which was purchased on January 8, 2019 and assumed the related auto loan, with an original loan amount of $30,000 at 10% interest for 48 months and monthly payments of $504.94. As of September 30, 2021 and December 31, 2020, the principal balance of the outstanding auto loan was $7,179 and $0, respectively.

 

Derivatives Liabilities

 

The Company determined that the convertible notes outstanding as of December 31, 2020 contained an embedded derivative instrument as the conversion price was based on a variable that was not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40.

 

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

 

At December 7, 2020 the Company exchanged $5,379,624 of principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock which eliminated the derivative liability associated with this debt. The remaining convertible notes resulted in a small number of shares which are covered under the number of authorized common stock resulting in the elimination of the derivative liability at December 31, 2020.

 

The balance of the fair value of the derivative liability as of September 30, 2021 and December 31, 2020 is as follows:

 

Balance at December 31, 2019   $ 4,730,990  
Additions     532,401  
Fair value loss     1,233,277  
Conversions     (6,496,668 )
Balance at December 31, 2020    
-
 
Additions    
-
 
Fair value loss    
-
 
Conversions    
-
 
Balance at September 30, 2021   $
-
 

 

Page 20 of 43

 

 

NOTE 5 – CONVERTIBLE PREFERRED STOCK

 

Designation of Series CC Convertible Preferred Stock

 

On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), authorizing one thousand (1,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series CC Convertible Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof.

 

At any time prior to November 25, 2022 (“Automatic Conversion Date”) the Company may redeem for cash out of funds legally available therefor, any or all of the outstanding Series CC Convertible Preferred Stock at a price equal to $1,000 per share. If not converted prior, on the Automatic Conversion Date, any and all remaining issued and outstanding shares of Series CC Convertible Preferred Stock shall automatically convert at the Conversion Price, which is a price per share determined by dividing the number of issued and outstanding shares of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price.

 

Each holder of outstanding shares of Series CC Convertible Preferred Stock shall be entitled to convert prior to the Automatic Conversion Date, convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price.

 

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

 

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

 

On November 27, 2019, Meso Numismatics, Inc. entered into an Assignment and Assumption Agreement with Global Stem Cells Group Inc., a corporation duly formed under the laws of the State of Florida, Benito Novas and Lans Holdings Inc. a Nevada Corporation whose securities ceased to be registered as of September 18, 2019, whereby Lans Holdings Inc. assigned all of its rights, obligations and interest in, the Letter of Intent it previously entered into with Global Stem Cells Group Inc. and Benito Novas.

 

In consideration for the Assignment, Meso Numismatics, Inc. issued to Lans Holdings Inc. 1,000 shares of its Series CC Convertible Preferred Stock valued at $83,731 calculated based on conversion provision of the Company’s Articles of Incorporation filed with the Secretary of State in Nevada on November 26, 2019. Shareholders of outstanding shares of Series CC Convertible Preferred Stock shall be entitled to convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price.

 

The Convertible Series CC Preferred Stock has been classified outside of permanent equity and liabilities since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. The Company has recorded $83,731 which represents 1,000 Series CC Convertible Preferred Stock at $83.73 per share, issued and outstanding as of September 30, 2021 and December 31, 2020, outside of permanent equity and liabilities.

 

On November 12, 2020, the Company filed with the Secretary of State in Nevada the amendment to Certificate of Designation authorizing the increase from 1,000 to 8,000,000 shares of the Series CC Convertible Preferred Stock.

 

Pursuant to the terms of the Fifth Post Closing Amendment along with the completion of the acquisition of Global Stem Cells Group Inc., the issuance of the 1,000 shares of the Company’s Series CC Convertible Preferred Stock to Lans Holdings Inc. was terminated and replaced with a cash payment as consideration.

 

As of September 30, 2021 and December 31, 2020, the Company has 0 and 1,000 preferred shares of Series CC Preferred Stock issued and outstanding, respectively.

 

Page 21 of 43

 

 

NOTE 6 – STOCKHOLDERS EQUITY

 

Common Shares

 

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

 

On July 2, 2018, the Board of Directors authorized and shareholders approved a 1 for 1,000 reverse stock splits of its issued and outstanding shares of common stock held by the holders of record as of , June 30, 2018. The below transactions have been changed to reflect the 1 for 1,000 reverse stock split.

 

2020 Transactions

 

On January 8, 2020, the Company issued 410,000 shares of common stock in conversion of $2,583 convertible notes payable at conversion price of $0.0063: a loss of $4,251 was recorded.

 

On May 19, 2020, the Company issued 802,525 shares of common stock in conversion of $3,290 convertible notes payable at conversion price of $0.0041: a loss of $3,378 was recorded.

 

On July 15, 2020, the Company issued 905,929 shares of common stock in conversion of $4,122 convertible notes payable at conversion price of $0.00455: no loss was recorded.

 

On November 30, 2020, the Company issued 791,104 shares of common stock in conversion of $4,747 convertible notes payable at conversion price of $0.0070: a loss of $2,034 was recorded.

 

2021 Transactions

 

On February 24, 2021, the Company issued 36,232 shares of common stock for consulting services in the amount of $10,000.

 

On April 16, 2021, the Company issued 33,772 shares of common stock for consulting services in the amount of $10,000.

 

On June 28, 2021, the Company issued 1,092,866 shares of common stock as settlement of the lawsuit with Joseph Canouse, in the amount of $213,109.

 

As of September 30, 2021 and December 31, 2020, the Company has 12,032,466 and 10,869,596 common shares issued and outstanding, respectively.

 

Warrants

 

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

 

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

 

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

 

Page 22 of 43

 

 

The following table summarizes the Company’s warrant transactions during the nine months ended September 30, 2021 and year ended December 2020

 

    Number of
Warrants
    Weighted
Average
Exercise
Price
 
Outstanding at year ended December 31, 2019    
-
    $
-
 
Granted     16,000,000       0.030  
Exercised    
-
     
-
 
Expired    
-
     
-
 
Outstanding at year ended December 31, 2020     16,000,000     $ 0.030  
Granted     80,000,000       0.092  
Exercised                
Expired                
Outstanding at quarter ended September 30, 2021      96,000,000     $ 0.081  

 

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

 

Warrants granted in the nine months ended September 30, 2021 were valued using the Black Scholes Model with the risk-free interest rate of 0.20% to 0.44%, expected life 3 years, expected dividend rate of 0% and expected volatility ranging of 348.64% to 394.78%. The final value assigned to the warrants was determined using a relative fair value calculation between the amount of warrants and promissory notes.

 

Designation of Series AA Super Voting Preferred Stock

 

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

 

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

 

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

 

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

 

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

 

Page 23 of 43

 

 

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

 

During 2014, the Company and S & M Chuah Enterprises Ltd, agreed to an exchange of 900,000,000 common shares previously issued to S & M Chuah Enterprises Ltd, entity controlled by Ken Chua, CEO & board member for 500,000 shares of Series AA Preferred Stock of the Corporation, par value $0.001 per share. The 900,000,000 common shares were returned to the Company’s transfer agent for cancellation. The shares were valued on the date of the agreement using the par value of $0.001, since the shares were non-convertible, non-tradable super voting only.

 

During 2014, the Company and E-Network de Costa Rica S.A., entity controlled by Melvin Pereira mutually agreed upon amount of 500,000 shares of Series AA Preferred Stock of the Corporation, par value $0.001 per share, as a compensation for becoming the new CEO of Pure Hospitality Solutions Inc. The shares were valued on the date of the agreement and are non-convertible, non-tradable super voting only.

 

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

 

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

 

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

 

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

 

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

 

The Series AA Preferred Stock is not convertible into common stock and does not have any dividend rights or any liquidation preferences. The Series AA Preferred Stock entities the holders to 67% of the voting power of the Company’s stockholders, therefore the holder of Series AA Preferred Stock will have sufficient votes to approve any matters presented to the common shareholders for approval on a permanent basis unless revoked or modified. The Series AA Preferred shares issued on August 18, 2021, were valued based upon industry specific control premiums and the Company’s market cap at the time of the transaction. The $963,866 value of the 1,000,000 shares of Series AA Super Voting Preferred Stock issued to Benito Novas were valued based on a calculation by a third party independent valuation specialist.

 

As of September 30, 2021 and December 31, 2020, the Company has 1,050,000 and 50,000 preferred shares of Series AA Preferred Stock issued and outstanding, respectively.

 

Page 24 of 43

 

 

Designation of Series BB Preferred Stock

 

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

 

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

 

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

 

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

 

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

 

As of September 30, 2021 and December 31, 2020, the Company had 0 and 279,146, respectively, of preferred shares of Series BB Preferred Stock issued and outstanding.

 

Designation of Series DD Convertible Preferred Stock

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

The $503,072 value of the 896 shares of Series DD Convertible Preferred Stock is based on converting into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The $251,536 value of the 448 shares of Series DD Convertible Preferred Stock to be issued February 18, 2022 was recorded as stock payable.

 

As of September 30, 2021 and December 31, 2020, the Company had 9,422 and 0 preferred shares of Series DD Convertible Preferred Stock issued and outstanding, respectively, with 448 will be issued in February 2022.

 

NOTE 7 – RELATED PARTY TRANSACTIONS

 

On June 25, 2020, Mr. Martin Chuah submitted his resignation as Director of the Company, effective June 26, 2020. There are no disagreements between Mr. Chuah and Meso Numismatics, Inc. on any matter relating to its operations, policies or practices.

 

On June 26, 2020, Mr. Melvin Pereira submitted his resignation as Chief Executive Officer, Chief Financial Officer, Secretary and Director of Meso Numismatics, Inc., effective June 26, 2020. There are no disagreements between Mr. Pereira and Meso Numismatics, Inc. on any matter relating to its operations, policies or practices.

 

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

 

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

 

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

 

The Company shall pay Lans Holdings Inc., by delivery in escrow, an amount equal to USD $8,200,000, which Cash Payment shall be used by Lans Holdings Inc. for the repurchase of all of its shares of common stock from its common shareholders. The company has allocated $8.2M in restricted cash for delivery to an escrow account being set up by Lans Holdings Inc. and recorded the liability as due to related party.

 

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NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

On May 12, 2015, the Company issued a convertible promissory Note (the “Note”) in the principal amount of $25,000 to Tarpon Bay Partners, LLC (“Tarpon Bay”) whose principal at the time is now known as a “Bad Actor” under SEC rules. On or about January 23, 2017, Tarpon Bay elected to convert principal and interest under the Note into shares of the Company’s common stock. On or about June 6, 2017 the Note was assigned to J.P. Carey Enterprises, Inc. (“J.P.”). On or about June 7, 2017, J.P. elected to convert principal and interest under the Note into shares of the Company’s common stock. Joseph Canouse, a principal at J.P., initiated a lawsuit against the Company in Fulton County Court, in Georgia for, among other things, breach of contract. A default judgment was entered into against the Company for failure to response to these claims. The court then issued an Order of Judgement against the Company in the amount of $282,500 which was recorded in accounts payable as of December 31, 2017. The Company appealed the Courts’ decision and in November 2018, while the Court of Appeals affirmed liability under the judgment, the Court of Appeals vacated the award of the entire judgment amount and remanded the case back to the trial court with instructions.

 

On June 23, 2021, the Company entered into settlement agreement of the Joseph Canouse lawsuit for consideration of $300,000 in cash and 1,092,866 shares of common stock in the amount of $213,109. The $513,109 settlement was offset by the $282,500 which was recorded in accounts payable as of December 31, 2017 resulting in expense of $231,109 during the six months ended June 30, 2021.

 

On June 28, 2021, the Company paid $300,000 in cash and issued 1,092,866 shares of common stock as settlement of the lawsuit with Joseph Canouse, in the amount of $213,109, resulting in an outstanding balance of $0 as of September 30, 2021.

 

NOTE 9 – PROPERTY AND EQUIPMENT, NET

 

Property and equipment, net consisted of the following:

 

    September 30,
2021
    December 31,
2020
 
Computer and office equipment (5 year useful life)
  $ 66,445     $ 4,000  
Less: accumulated depreciation     (40,610 )     (1,800 )
Total property and equipment, net   $ 25,835     $ 2,200  

 

Depreciation expense for the nine months ended September 30, 2021 and year ended December 31, 2020 was $1,856 and $600, respectively.

 

NOTE 10 – ACQUISITION

 

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

 

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

 

The Company accounted for the Stock Purchase Agreement as a business combination under the acquisition method of accounting. Under ASC 805 Business Acquisitions, determination of the accounting acquirer follows the requirements for control contained within ASC 810 Consolidations. Meso Numismatics, Inc. was determined to be the accounting acquirer based upon the terms of the Stock Purchase Agreement and other factors including the voting provisions contained within the Series AA preferred stock. Those voting provisions require that for (1) any change of control or (2) for any change in directors that the Series AA can only vote in a unanimous fashion, therefore the shares held by the current CEO and board Chairman prior to the date of the acquisition remain in control of the combined entity. In addition, no new officers were brought on board as a result of the acquisition.

 

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The following table presents a preliminary allocation of the purchase price to the net assets acquired, inclusive of intangible assets, with the excess fair value recorded to goodwill. The goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of Global Stem Cells Group, planned growth in new markets, and synergies expected to be achieved from the combined operations of Meso Numismatics, Inc. and Global Stem Cells Group. The goodwill established will be included within a new Global Stem Cells Group reporting unit. These estimates are provisional in nature and adjustments may be recorded in future periods as appraisals and other valuation reviews are finalized.

 

During the period ended September 30, 2021, the Company continued finalizing its valuations of the assets acquired and liabilities assumed in the August 18, 2021 acquisition based on new information obtained about facts and circumstances that existed as of the acquisition date. The Company is continuing to gather information about the reliability of its deferred tax assets and this initial estimate may be subject to change during the measurement period.

 

Any necessary adjustments will be finalized within one year from the date of acquisition (in thousands).

 

Description  

As of

August 18,

2021

 
Cash Payments to GSCG   $ 225,000  
Fair value of  1,000,000 shares of preferred series AA stock     963,866  
Fair value of  8,974 shares of preferred series DD stock     5,038,576  
Accounts payable and accrued liabilities     166,465  
Note payables     407,631  
Due to MESO     250,000  
Total consideration   $ 7,051,538  
         
Cash and cash equivalents     716,647  
Accounts receivable     32,865  
Property and equipment, net     25,491  
Intangible assets, net     487,700  
Total fair value of assets acquired     1,262,703  
Consideration paid in excess of fair value (Goodwill)  (1)   $ 5,788,835  

 

(1) The consideration paid in excess of the net fair value of assets acquired and liabilities assumed has been recognized as goodwill.

 

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The following table sets forth the unaudited pro forma results of the Company as if the acquisition of Global Stem Cell Group, Inc. was effective on the first day of each of the three and nine month periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined.

 

Pro Forma Results (Unaudited)

 

    Three Months Ended
September 30,
 
    2021     2020  
    (Unaudited)     (Unaudited)  
Revenue   $ 365,855     $ 240,403  
Net loss   $ (10,705,620 )   $ (7,390,570 )
Net loss per common share, basic and diluted   $ (0.89 )   $ (0.74 )
Weighted average number of common shares outstanding, basic and diluted     12,032,466       9,930,786  

 

    Nine Months Ended
September 30,
 
    2021     2020  
    (Unaudited)     (Unaudited)  
Revenue   $ 799,969     $ 446,761  
Net loss   $ (12,181,079 )   $ (11,762,971 )
Net loss per common share, basic and diluted   $ (1.08 )   $ (1.31 )
Weighted average number of common shares outstanding, basic and diluted     11,295,486       9,005,129  

 

NOTE 11 – INTELLECTUAL PROPERTY

 

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

 

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

 

    September 30,
2021
    December 31,
2020
 
Tradename - Trademarks   $ 87,700     $
-
 
Intellectual Property / Licenses     363,000      
      -
 
Customer Base     37,000      
-
 
Intangible assets     487,700      
-
 
Less: accumulated amortization     (11,491 )    
-
 
Total intangible assets, net   $ 476,209     $
-
 

 

Amortization is computed on straight-line method based on estimated useful lives of 5 years. During the three and nine months ended September 30, 2021, the Company recorded amortization expense of the intellectual property of $11,491.

 

NOTE 12 – OTHER ASSETS

 

On April 22, 2020, the Company entered into a Second Post Closing Amendment to the Assignment, which extended the deadline to enter into the New LOI to 150 days from the execution of the Second Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 150 days from the execution of the Second Amendment.

 

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In addition, the Company shall pay an advance amount equal to $225,000 to Global Stem Cells Group Inc, which shall be paid as follows:

 

An amount equal to $50,000 within 20 business days of the execution of this herein Second Amendment;

 

An amount equal to $75,000 within 60 business days from the initial $50,000 payment above and;

 

The remaining balance to be paid in full at the latest upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties.

 

On September 16, 2020, Meso Numismatics, Inc. entered into a Third Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original Agreement is amended to extend the deadline to enter into the New LOI to 180 days from the execution of the Third Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 180 days from the execution of the Third Amendment.

 

In addition, the Company shall pay the remaining balance equal to $100,000 to Global Stem Cells Group Inc, which shall be paid as follows:

 

An amount equal to $50,000 upon the execution of the Third Amendment; 

 

The remaining balance to be paid in full at the latest upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties.

 

On March 12, 2021, Meso Numismatics, Inc. entered into a Fourth Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original Agreement is amended to extend the deadline to enter into the New LOI to 90 days from the execution of the Fourth Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 90 days from the execution of the Fourth Amendment.

 

On May 7, 2020, July 24, 2020, September 17, 2020 and July 2, 2021, the Company made advance payments in the aggregate amount of $225,000 to Global Stem Cells Group Inc, and represents the fair value of the consideration paid allocated to the assets and liabilities acquired from Global Stem Cells Group Inc. as of September 30, 2021 and recorded as other asset as of December 31, 2020.

 

NOTE 13 – SUBSEQUENT EVENTS

 

On October 1, 2021, the Company received $1,000,000 from a Promissory Debentures with a lender in the amount of $1,100,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes may be repaid in whole or in part at any time prior to maturity.

 

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

 

Forward-Looking Statements

 

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

 

The widespread global impact from the outbreak and spread of the COVID-19 pandemic continued throughout 2021. The Company cannot predict the long-term impact on its development timelines, revenue levels and its liquidity due to the worldwide spread of COVID-19. Based upon the Company’s current assessment, it does not expect the impact of the COVID-19 pandemic to materially impact the Company’s operations. However, the Company is continuing to assess the impact the spread of COVID-19 may have on its operations.

 

Overview

 

We intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements.

 

Meso Numismatics, Inc. has a numismatics operation Meso Numismatics focuses on the Central American Caribbean region with a concentration of products surrounding Mesoamerica (Mexico to Panama).

 

Having locations in Costa Rica and Florida for the purposes of conveniently shipping products, the Company has the ability to export its inventory of coins, paper currency, bullion and medals from Costa Rica, to be sold in the U.S. and around the world. Likewise, the Company also imports such products back to Costa Rica, to be sold throughout the local markets.

 

The Company adheres to strict processes related to acquisition and sale of its products. It begins by selecting the best inventory, be it a rare coin from Latin America, or a banknote with an error from the United States. Inventory is carefully screened by management, is then sent to be graded by the proper grading authority. For all coins, medals and bullion, the Company’s inventory is sent to the Numismatic Guaranty Company for authentication and grading. For all banknotes, the Company utilizes the services of Paper Money Guaranty, LLC for authentication and grading, both Florida-based companies. Once graded, the inventory is sent to the Company’s Florida-based location prior to being sent to one of the Company’s many customers around the world.

 

The Company maintains an online store with eBay (www.mesocoins.com) and participates in live auctions with major companies such as Heritage Auctions, Stacks Bowers Auctions, Lyn Knight Auctions and Sedwick Coins for the sale of its coins, paper currency, bullion and medals. The Company also launched a new application technology available on the Google Play Store, as well as the Apple App Store. The Application is a banknote scanner which instantly identifies key characteristics of a banknote. This includes the catalog reference number of the note, the value, which entity it was issued by, the country of origin and the printer that printed the note. A picture of each note from our database of more than 61,000 banknotes from a combined 750 countries and regions will also be included with the information. For the numismatic industry in particular, this application eliminates the need for reference books, as well as the hours of time it takes to reference all the information about banknotes. With a simple snap of a picture, information is provided to the end-user almost instantaneously.

 

On August 18, 2021, through a Stock Exchange Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. were acquired for $225,000 in cash, the issuance of 1,000,000 shares of preferred series AA stock and the issuance of 8,974 shares of preferred series DD stock and the Company acquired the assets and assumed the liabilities of Global Stem Cells Group, Inc.

 

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Global Stem Cells Group’s operations cover every aspect of the regenerative medicine industry. They combine extensive clinical research with the manufacturing and commercialization of viable cell therapy and immune support related products that will change the course of traditional medicine around the world forever. The Company’s strategy allows them the ability to create immediate revenue streams through product sales, distribution, and clinical applications, driven by our extensive education platform.

 

Global Stem Cells Group brings leadership to every aspect of the Stem Cell and Regenerative Medicine fields, covering clinical research, patient applications, along with physician training through our state-of-the-art global network of companies. The Company’s mission is to enable physicians to make the benefits of stem cell medicine a reality for patients around the world. They have been educating doctors on the science and application of cell-based therapeutics for the past 10 years.

 

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

 

Results of Operations

 

Results of Operations for the Three Months Ended September 30, 2021 and 2020.

 

Below is a summary of the results of operations for the three months ended September 30, 2021 and 2020.

 

    For the Three Months Ended September 30,  
    2021     2020     $ Change     % Change  
Revenue   $ 165,042     $ 12,280     $ (152,762 )     1,243.99 %
Cost of revenue     88,520       10,420       (78,100 )     749.52 %
Gross profit     76,522       1,860       74,662       4,014.09 %
                                 
Operating expenses                                
Advertising and marketing     22,351       72       22,279       30,943.06 %
General and administrative-related party     8,116,269       -       8,116,269       0.00 %
Professional fees     336,299       32,494       303,805       934.96 %
Officer compensation     518,833       10,000       508,833       5,088.33 %
Depreciation and amortization     12,947       200       12,747       6,373.50 %
Investor relations     32,574       4,180       28,394       679.28 %
General and administrative     52,651       3,557       49,094       1,380.21 %
Total operating expenses     9,091,924       50,503       9,041,421       17,902.74 %
                                 
Other income (expense)                                
Interest expense     (900,039 )     (549,067 )     (350,972 )     63.92 %
Change in fair value of derivative financial instruments     -       (6,811,021 )     6,811,021       -100.00 %
Net income (loss)   $ (9,915,441 )   $ (7,408,731 )   $ (2,506,710 )     33.83 %

 

Revenue

 

Revenue increased by 1,243.99% in the amount of $152,762 for the three months ended September 30, 2021, compared to the same period in 2020. The key reason for the increase in revenue was a result of the acquisition of Global Stem Cells Group, Inc. on August 18, 2021. Revenue from viable cell therapy and immune support related products along with physician training was $153,583 from August 19, 2021 to September 30, 2021offset by a decrease in sale of coins, metals and paper money of $1,321 for the three months ended September 30, 2021, compared to the same period in 2020.

 

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Listed below are the revenues, cost of revenues and gross profits by Company for the three months ended September 30, 2021:

 

    For the Three Months Ended
September 30, 2021
 
    Global Stem Cells Group     Meso Numismatics     Total  
Revenue   $ 153,583     $ 11,459     $ 165,042  
Cost of revenue     78,894       9,626       88,520  
Gross profit   $ 74,689     $ 1,833     $ 76,522  
Gross Profit %     48.63 %     16.00 %     46.37 %

 

Operating expenses

 

Operating expenses increased by 17,902.74% in the amount of $9,041,421 for the three months ended September 30, 2021, compared to the same period in 2020. Listed below are the major changes to operating expenses:

 

Professional fees increased by $303,805 for the three months ended September 30, 2021, compared to the same period in 2020, primarily due to $58,000 in legal, $178,000 in consulting and $38,000 in audit and accounting expenses.

 

Officer compensation increased by $508,833 for the three months ended September 30, 2021, compared to the same period in 2020, primarily due to the issuance of 896 shares of Series DD Preferred Stock of the Company to Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary as compensation pursuant to the Professional Service Consulting Agreement. 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.

 

General and administrative-related party expense increase by $8,116,269 for the three months ended September 30, 2021, compared to the same period in 2020, primarily due to the issuance of the 1,000 shares of the Company’s Series CC Convertible Preferred Stock to Lans Holdings Inc. terminated and replaced with a cash payment as consideration. The Company shall pay Lans Holdings Inc., by delivery in escrow, an amount equal to $8,200,000, offset by $83,731 the value of the 1,000 shares of the Company’s Series CC Convertible Preferred Stock terminated.

 

Other expense

 

Other expense decreased by $6,460,049 for the three months ended September 30, 2021, compared to the same period in 2020, primarily as a result of the change in fair market value of the convertible notes in 2020 offset by increase in amortization of discounts 2021.

 

Net Loss

 

We recorded a net loss of $9,915,441 for the three months ended September 30, 2021, as compared with a net loss of $7,408,731 for the same period ended September 30, 2020.

 

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Results of Operations for the Nine Months Ended September 30, 2021 and 2020.

 

Below is a summary of the results of operations for the nine months ended September 30, 2021 and 2020.

 

    For the Nine Months Ended September 30,  
    2021     2020     $ Change     % Change  
Revenue   $ 185,254     $ 52,387     $ 132,867       253.63 %
Cost of revenue     115,170       41,443       73,727       177.90 %
Gross profit     70,084       10,944       59,140       540.39 %
                                 
Operating expenses                                
Advertising and marketing     22,732       154       22,578       14,661.04 %
General and administrative-related party     8,116,269       -       8,116,269       0.00 %
Professional fees     665,544       62,481       603,063       965.19 %
Officer compensation     552,932       257,336       295,596       114.87 %
Depreciation and amortization     13,347       600       12,747       2,124.50 %
Investor relations     53,046       8,423       44,623       526.78 %
General and administrative     69,206       21,418       47,788       223.12 %
Total operating expenses     9,493,076       350,412       9,142,664       2,609.12 %
                                 
Other income (expense)                                
Interest expense     (1,659,724 )     (1,461,616 )     (198,108 )     13.55 %
Loss on conversion of debt     -       (7,629 )     7,629       -100.00 %
Derivative financial instruments     -       (9,836,815 )     9,836,815       -100.00 %
Other expense     (231,109 )     -       (231,109 )     0.00 %
Net income (loss)   $ (11,313,825 )   $ (11,645,528 )   $ (331,703 )     -2.85 %

 

Revenue

 

Revenue increased by 253.63% in the amount of $132,867 for the nine months ended September 30, 2021, compared to the same period in 2020. The key reason for the increase in revenue was a result of the acquisition of Global Stem Cells Group, Inc. on August 18, 2021. Revenue from viable cell therapy and immune support related products along with physician training was $153,583 from August 19, 2021 to September 30, 2021offset by a decrease in sale of coins, metals and paper money of $20,716 for the nine months ended September 30, 2021, compared to the same period in 2020.

 

Listed below are the revenues, cost of revenues and gross profits by Company for the nine months ended September 30, 2021:

 

    For the Nine Months Ended
September 30, 2021
 
    Global Stem Cells Group     Meso Numismatics     Total  
Revenue   $ 153,583     $ 31,671     $ 185,254  
Cost of revenue     78,894       36,276       115,170  
Gross profit   $ 74,689     $ (4,605 )   $ 70,084  
Gross Profit %     48.63 %     -14.54 %     37.83 %

 

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Operating expenses

 

Operating expenses increased by 2,609.12% in the amount of $9,142,664 for the nine months ended September 30, 2021, compared to the same period in 2020. Listed below are the major changes to operating expenses:

 

Professional fees increased by $603,063 for the nine months ended September 30, 2021, compared to the same period in 2020, primarily due to $194,000 in legal, $300,000 in consulting and $106,000 in audit and accounting expenses.

 

Officer compensation increased by $295,596 for the nine months ended September 30, 2021, compared to the same period in 2020, primarily due to the issuance of 896 shares of Series DD Preferred Stock of the Company to Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary as compensation pursuant to the Professional Service Consulting Agreement. 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 offset by the $166,795 value of the 50,000 shares of Series AA Super Voting Preferred Stock to Mr. David Christensen in 2020 along with $45,000 to Melvin Pereira in 2020.

 

General and administrative-related party expense increase by $8,116,269 for the nine months ended September 30, 2021, compared to the same period in 2020, primarily due to the issuance of the 1,000 shares of the Company’s Series CC Convertible Preferred Stock to Lans Holdings Inc. terminated and replaced with a cash payment as consideration. The Company shall pay Lans Holdings Inc., by delivery in escrow, an amount equal to $8,200,000, offset by $83,731 the value of the 1,000 shares of the Company’s Series CC Convertible Preferred Stock terminated.

 

Other expense

 

Other expense decreased by $9,415,227 for the nine months ended September 30, 2021, compared to the same period in 2020, primarily as a result of the change in fair market value of the convertible notes in 2020 offset by increase in amortization of discounts and settlement of lawsuit in 2021.

 

Net Loss

 

We recorded a net loss of $11,313,825 for the nine months ended September 30, 2021, as compared with a net loss of $11,645,528 for the same period ended September 30, 2020.

 

Liquidity and Capital Resources

 

Since inception, the Company has financed its operations through private placements and convertible notes. The following is a summary of the cash and cash equivalents as of September 30, 2021 and December 31, 2020.

 

    September 30,     December 31,              
    2021     2020     $ Change     % Change  
Cash and cash equivalents   $ 2,528,892     $ 42,534     $ 2,486,358       5,845.58 %

 

Page 35 of 43

 

 

Summary of Cash Flows

 

Below is a summary of the Company’s cash flows for the nine months ended September 30, 2021 and 2020.

 

   

For the Nine Months
Ended September 30,

 
    2021     2020  
Net cash used in operating activities   $ (1,129,835 )   $ (225,806 )
Net cash provided by (used in) investing activities     666,647       (175,000 )
Net cash provided by financing activities     11,149,546       436,900  
Net increase in cash and cash equivalents   $ 10,686,358     $ 36,094  

 

Operating activities

 

Net cash used in operating activities was $1,129,835 during the nine months ended September 30, 2021 and consisted of a net loss of $11,313,825, which was offset by a net change in operating assets and liabilities of $9,161,467 and non-cash items of $1,022,522. The primary non-cash items for the nine months ended September 30, 2021, consisted of amortization of debt discount of $500,338 and shares issued for services and settlement of debt of $502,645. The significant change in operating assets and liabilities was an increase in accounts payable and accrued liabilities along with amount due Lans Holdings.

 

Net cash used in operating activities was $225,806 during the nine months ended September 30, 2020 and consisted of a net loss of $11,645,528, which was offset by a net change in operating assets and liabilities of $164,341 and non-cash items of $11,255,380. The primary non-cash items for the nine months ended September 30, 2020, consisted of amortization of debt discount of $1,217,759, preferred shares issued for services of $166,795 and by change in derivative liabilities of $9,836,815. The significant change in operating assets and liabilities was an increase in accounts payable and accrued liabilities.

 

Investing activities

 

Net cash provided by investing activities was $666,647 consisted of cash acquired in business combination and cash to Global Stem Cells Group Inc. during the nine months ended September 30, 2021, as compared to net cash paid for deposit on acquisition of $175,000 during the same period in 2020.

 

Financing activities

 

Net cash provided by financing activities was $11,149,546 consisted of proceeds received from the issuance of promissory notes offset by principle payment on debt for the nine months ended September 30, 2021, as compared to net cash provided by financing activities of $436,900 during the same period in 2020 consisted of proceeds received from the issuance of promissory notes of $596,900 offset by $160,000 from repurchase of preferred stock.

 

Going Concern

 

The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $45,098,988 as of September 30, 2021 and future losses are anticipated. These factors, among others, generally tend to raise substantial doubt as to its ability to obtain additional long-term debt or equity financing in order to have the necessary resources to further design, develop and launch the website and market the Company’s new service.

 

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.

 

Page 36 of 43

 

 

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

 

Off-Balance Sheet Arrangements

 

As of September 30, 2021, the Company had no off-balance sheet arrangements.

 

Critical Accounting Policies

 

Our critical accounting policies have not materially changed during the nine months ended September 30, 2020. Furthermore, the preparation of our financial statements is in conformity with generally accepted accounting principles in the United States of America, or GAAP. The preparation of our financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Our management believes that we consistently apply these judgments and estimates, and the financial statements fairly represent all periods presented. However, any differences between these judgments and estimates and actual results could have a material impact on our statements of income and financial position.

 

Derivative Instruments

 

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

 

Stock Based Compensation

 

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

 

New Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. The Company follows paragraph 606 of the FASB Accounting Standards Codification for revenue recognition and ASU 2014-09, adopting the pronouncements on January 1, 2018. The company considers revenue realized or realizable and earned when the products are delivered. Since the Company was already recognizing revenue in a manner consistent with paragraph 606 of the FASB Accounting Standards Codification, there was no material impact on prior year results.

 

Page 37 of 43

 

 

In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company has no physical office space only a month to month online virtual office lease that doesn’t required implementation of ASU 842 in the year ended December 31, 2019 to assets and liabilities.

 

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides consistency in the accounting for share-based payments to nonemployees with that of employees. The Company has adopted ASU 2018-07 in the first quarter of 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements and related disclosures.

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), which modifies the disclosures on fair value measurements by removing the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and the policy for timing of such transfers. The ASU expands the disclosure requirements for Level 3 fair value measurements, primarily focused on changes in unrealized gains and losses included in other comprehensive income (loss). The ASU is effective for public entities for fiscal years beginning after December 15, 2019. The Company has not historically had any transfers between Level 1 and Level 2 or assets or liabilities measured at fair value under Level 3. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

 

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

 

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 period ended September 30, 2021 and December 31, 2020.

 

The Company’s revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs and viable cell therapy and immune support related products along with physician training The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration the Company receives in exchange for those products.

 

Page 38 of 43

 

 

Use of Estimates

 

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

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

 

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

 

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

 

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

 

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

 

At September 30, 2021 and December 31, 2020, the carrying amounts of the Company’s financial instruments, including cash, account payables, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments.

 

At September 30, 2021 and December 31, 2020, the Company does not have any assets or liabilities except for derivative liabilities and convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Page 39 of 43

 

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

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

 

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

 

  1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the nine months ended September 30, 2021. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

  2. We do not have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

  3.   We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.
     
  4.  Certain control procedures were unable to be verified due to performance not being sufficiently documented. As an example, some procedures requiring review of certain reports could not be verified due to there being no written documentation of such review. Management evaluated the impact of its failure to maintain proper documentation of the review process on its assessment of its reporting controls and procedures and has concluded deficiencies represented a material weakness.
     
  5. The Company has no formal control process related to the identification and approval of related party transactions.
     
  6. The Company failed to properly record the debt and warrants issued in the acquisition of Global Stem Cells Group Inc. (“GSCG”) at their relative fair values and failed to properly use the effective method of recording the debt discount and interest expense relating to that debt.
     
  7. The Company failed to properly account for the sale of future revenues with Growth Ventures as debt and part of the purchase accounting of the acquisition.
     
  8. The Company failed to account for the acquisition of GSCG using the full purchase accounting method in accordance with ASC 805.

 

To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. We have not remedied the material weaknesses as of September 30, 2021. The Company plans to take remedial action to address these weaknesses during the fiscal year ended 2021.

 

Changes in Internal Control Over Financial Reporting

 

There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the quarter ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except the implementation of the controls identified above.

 

Page 40 of 43

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

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, amongst 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. The case is awaiting a trial date.

 

On June 23, 2021, the Company entered into settlement agreement of the Joseph Canouse lawsuit for consideration of $300,000 in cash and 1,092,866 shares of common stock in the amount of $213,109. The $513,109 settlement was offset by the $282,500 which was recorded in accounts payable as of December 31, 2017 resulting in expense of $231,109 during the nine months ended September 30, 2021.

 

Item 1A.  Risk Factors

 

See risk factors included in our Annual Report on Form 10-K for 2020.

 

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

 

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 issued a total of 1,000,000 shares of Series AA Preferred Stock and, 8,974 shares of Series DD Preferred Stock to Benito Novas.

 

On August 18, 2021, in consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, was granted 896 shares of Series DD Preferred Stock as compensation. An amount of 448 shares are issued on August 18, 2021 and the remaining 448 to be issued February 18, 2022.

 

During the nine months ended September 30, 2021, the Company issued warrants to purchase 80,000,000 shares of common stock, at weighted average exercise prices of $0.092 per share. These warrants expire three years from issuance date.

 

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

 

Page 41 of 43

 

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

N/A

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit

Number

  Description of Exhibit
31.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**   The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 formatted in Extensible Business Reporting Language (XBRL).
104**   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

** Provided herewith

 

Page 42 of 43

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated December 22, 2021 MESO NUMISMATICS, INC.
     
  By: /s/ David Christensen
    David Christensen
   

President, Chief Executive Officer,

Chief Financial Officer, Secretary and Director

(Principal Executive Officer)

(Principal Financial Officer)

(Principal Accounting Officer)

 

 

Page 43 of 43

 

 

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