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: March 31,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)

Nevada88-0492191
(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

Title of each classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone

As of May 17,December 20, 2021, there were 10,939,60012,032,466 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 March 31,September 30, 2021 (unaudited) and December 31, 20201
Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended March 31,September 30, 2021 and 2020 (unaudited)2
Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months and Nine Months Ended March 31,September 30, 2021 and 2020 (unaudited)3
Condensed Consolidated Statements of Cash Flows for the ThreeNine Months Ended March 31,September 30, 2021 and 2020 (unaudited)46
Notes to Condensed Consolidated Financial Statements57
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations2331
Item 3.Quantitative and Qualitative Disclosures About Market Risk2939
Item 4.Controls and Procedures2940
PART II. OTHER INFORMATION
Item 1.Legal Proceedings3141
Item 1A. Risk Factors3141
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds3141
Item 3.Defaults Upon Senior Securities3142
Item 4.Mine Safety Disclosures3142
Item 5.Other Information3142
Item 6.ExhibitsExhibits3142

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Page i

 

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements

Item 1. Financial Statements

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

  March 31,  December 31, 
  2021  2020 
  (Unaudited)    
ASSETS      
Current assets      
Cash and cash equivalents $787,674  $42,534 
Total current assets  787,674   42,534 
Property and equipment, net  2,000   2,200 
Other assets  175,000   175,000 
Total assets $964,674  $219,734 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
Current liabilities        
Accounts payable and accrued liabilities $363,808  $375,789 
Convertible notes payable, net  148,249   148,249 
Accrued interest  635,632   390,437 
Total current liabilities  1,147,689   914,475 
         
Long term liabilities        
Convertible notes payable, net  19,342   14,498 
Notes payable-related parties  7,800   7,800 
Notes payable, net  6,210,885   5,608,801 
Total liabilities $7,385,716  $6,545,574 
         
Preferred stock, $0.001 par value; 1,000 shares authorized as Series CC; 1,000 shares issued and outstanding for the quarter ended March 31, 2021 and the year ended December 31, 2020, respectively  83,731   83,731 
Stockholders’ deficit        
Preferred stock, $0.001 par value 1,050,000 shares authorized as Series AA; 50,000 shares issued and outstanding for the quarter ended March 31, 2021 and the year ended December 31, 2020, respectively  50   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 March 31, 2021 and the year ended December 31, 2020, respectively  -   279 
Common stock, $0.001 par value; 6,500,000,000 shares authorized; 12,508,142 and 12,471,910 shares issued and 10,905,828 and 10,869,596 shares outstanding for the quarter ended March 31, 2021 and the year ended December 31, 2020, respectively  10,906   10,870 
Additional paid in capital  27,741,741   27,364,393 
Accumulated deficit  (34,257,470)  (33,785,163)
Total stockholders’ deficit  (6,504,773)  (6,409,571)
Total liabilities and stockholders’ deficit $964,674  $219,734 
  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 3243

 

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

  For the Three Months
Ended March 31,		 
  2021  2020 
Revenue $4,443  $11,320 
Cost of revenue  14,790   12,119 
Gross profit  (10,347)  (799)
         
Operating expenses        
Advertising and marketing  237   44 
Professional fees  113,787   12,729 
Officer compensation  15,000   45,484 
Depreciation expense  200   200 
Investor relations  2,898   3,500 
General and administrative  10,610   15,276 
Total operating expenses  142,732   77,233 
         
Other income (expense)        
Interest expense  (319,228)  (438,682)
Loss on conversion of debt  -   (4,251)
Derivative financial instruments  -   (325,308)
Net income (loss) $(472,307) $(846,273)
         
Net loss per common share, basic and diluted $(0.04) $(0.10)
         
Weighted average number of common shares outstanding, basic and diluted  10,883,686   8,333,924 
  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 3243

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the ThreeNine Months Ended March 31,September 30, 2021

(Unaudited)

  Series CC Preferred Stock  Series AA Preferred Stock  Series BB Preferred Stock  Common Stock  Additional Paid In  Accumulated    
  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)
Issuance of stock for services  -   -   -   -   -   -   36,232   36   9,964   -   10,000 
Cancellation of  Preferred BB  -   -   -   -   (278,973)  (279)  -   -   279   -   - 
Imputed interest on debt  -   -   -   -   -   -   -   -   7,975   -   7,975 
Fair value of warrants  -   -   -   -   -   -   -   -   359,130   -   359,130 
Net loss  -   -   -   -   -   -       -   -   (472,307)  (472,307)
Balance, March 31, 2021  1,000  $83,731   50,000  $50   173  $-   10,905,828  $10,906  $27,741,741  $(34,257,470) $(6,504,773)
  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)

For the Three Months Ended March 31, 2020

(Unaudited)

  Series CC Preferred Stock  Series AA
Preferred Stock		  Series BB Preferred Stock  Common Stock  Additional Paid In  Accumulated    
  Shares  Amount  Shares  Amount  Shares  Amount  Shares  Amount  Capital  Deficit  Total 
Balance, December 31, 2019  1,000  $83,731   1,000,0000  $1,000   279,146  $279   7,960,038  $7,961  $20,524,380  $(27,889,477) $(7,355,857)
Conversion of convertible debt  -   -   -   -   -   -   410,000   410   2,173   -   2,583 
Loss on conversion of  debt  -   -   -   -   -   -   -   -   4,251   -   4,251 
Derivative settlement  -   -   -   -   -   -   -   -   7,344   -   7,344 
Net loss  -   -   -   -   -   -       -   -   (846,273)  (846,273)
Balance, March 31, 2020  1,000  $83,731   1,000,000  $1,000   279,146  $279   8,370,038  $8,372  $20,538,148  $(28,735,750) $(8,187,952)

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

 

Page 3 of 3243

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSSTOCKHOLDERS’ DEFICIT

For the Three Months Ended September 30, 2021

(Unaudited)

  For the Three Months
Ended March 31,		 
  2021  2020 
CASH FLOWS FROM OPERATING ACTIVITIES      
  Net income (loss $(472,307) $(846,273)
  Non-cash adjustments to reconcile net loss to net cash:        
Amortization of debt discount  66,058   373,876 
Depreciation and amortization expense  200   200 
Change in derivative liabilities  -   325,308 
Shares issued for services  10,000   - 
Loss on conversion of debt  -   4,251 
Imputed interest on debt  7,975   - 
Changes in operating assets and liabilities:        
Accounts payable and accrued liabilities  233,213   77,956 
CASH USED BY OPERATING ACTIVITIES  (154,860)  (64,682)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from issuance of debt  900,000   52,600 
Repurchase of preferred stock  -   - 
CASH PROVIDED BY FINANCING ACTIVITIES  900,000   52,600 
         
Net decrease in cash  745,140   (12,082)
         
Cash, beginning of year  42,534   23,379 
         
Cash, end of year $787,674  $11,379 
         
NON-CASH FINANCING ACTIVITIES:        
Warrants discount issued on debt $359,130  $- 
Discount issued on convertible debt $-  $53,100 
Settlement of derivative discounts $-  $7,344 
Conversion of convertible debt $-  $2,583 
Preferred shares returned $279  $- 
  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 3243

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

March 31, 2021(Unaudited)

(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.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 5 7 of 3243

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.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 LAHO,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 6 9 of 3243

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. and 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.

On September 26, 2018, a 1:1000 reverse stock split was approved by the Financial Industry Regulatory Authority (“FINRA”) for shareholders of record as of September 26, 2018. All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split, including the financial statements and notes thereto.

Cash and Cash Equivalents

The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At March 31,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 March 31,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

Inventory

Restricted Cash

The Company’s inventory is comprisedrestricted cash consists of roughly 50% coins and medals and 50% paper money. The Company has a meticulous process for the acquisition and sales process for each coin item. The Company specializes in coins from the Meso region, but also acquires coins and medals from elsewhere around the world

As of March 31, 2021,cash that the Company is workingcontractually 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 inventory tracking system by serial number. Until such time as an inventory tracking system exists,asset may not be recoverable. No impairment was recognized for the inventory costs cannot be properly confirmed and written-off to cost of revenue.nine months ended September 30, 2021.

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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.

There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the three months ended March 31, 2021 and for the years ended December 31, 2020.

The Company’s revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs which it then sends to Numismatic Guaranty Corporation and Paper Money Guaranty for authenticationviable cell therapy and grading. Once graded, the inventory is transferred to Meso’s Florida-based location and then sent around the world to the Company’s many customers,immune support related products along with sales recorded net of fees.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 computesaccounts 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 (loss) 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 earnings (loss)loss by the weighted average number of shares of common stock andoutstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. The effect of common stock equivalents outstanding duringis anti-dilutive with respect to losses and therefore basic and dilutive is the year. Dilutive common stock equivalents may consist of shares issuable upon conversion of convertible preferred shares and convertible notes payable (calculated using the treasury stock method). Common stock issuable is considered outstanding as of the original approval date for purposes of earningssame

Diluted net loss per share computations. Asis calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of March 31,weighted average diluted shares at September 30, 2021 the conversion of convertible notesand 2020, respectively, because their inclusion would result in an additional 1,995,808 shares of common stock and exercise of warrants would result in an additional 26,000,000 shares of common stock.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.

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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 March 31,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 March 31,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.

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

  Level 1  Level 2  Level 3  Total 
March 31, 2021            
Convertible Notes Payable, net of discount $        -  $167,591  $        -  $167,591 
Total $-  $167,591  $-  $167,591 
                 
December 31, 2020                
Convertible Notes Payable, net of discount $-  $162,747  $-  $162,747 
Total $-  $162,747  $-  $162,747 
  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 March 31,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

Stock basedShare-based compensation costs areissued to employees is measured at fair valuethe grant date, based on date of grant and recognition of compensation over the service period for awards expected to vest. The Company determines the fair value of awardsthe 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 Black - Scholes valuation model.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.

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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 March 31,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.

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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 $34,257,470 and negative working capital of $360,015$45,098,988 as of March 31,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.

To fund basic operations for the next twelve months, the Company projects a need for $750,000 that will have to be raised through debt or equity. In addition to the estimated $300,000 for operating expenses the Company is budgeting $180,000 for advertising and marketing and $90,000 for new technology. To attract more customers to Meso Numismatics, the Company plans on hiring an advertising firm and placing more ads on sites such as NGC and PMG. Along with the advertising program the Company plans on investing in upgrading and expanding the Meso App. To continue expanding sales the Company plans to invest $90,000 to acquire additional inventory along with exploring possible acquisitions, which the Company estimates it will need approximately $100,000.

Accordingly, the auditedaccompanying 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.

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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

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

The Company’s only revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs which it then sends to Numismatic Guaranty Corporation and Paper Money Guaranty for authenticationviable cell therapy and grading. Once graded, the inventory is transferred to Meso’s Florida-based location and then sent around the world to the Company’s many customers,immune support related products along with sales recorded net of fees.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 March 31,September 30, 2021 and December 31, 2020, Digital Arts Media Network and Ajene Watson, LLC had an outstanding balance of $148,247.

From 2016 to 2018, the Company entered into several 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 leaders’ sole discretion, into shares of common stock at variable conversion prices. The lender had an outstanding balance at March 31, 2021 and December 31, 2020 of $0.

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 11 15 of 3243

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     

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.

Page 12 of 32

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 May 19,December 7, 2020, the Company issued 802,525parties 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 in conversionstock. As of $3,290September 30, 2021 and December 31, 2020, the convertible promissory notes payable at conversion pricehad an outstanding balance of $0.0041: a loss of $3,378 was recorded.$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 July 15,December 7, 2020, the Company issued 905,929parties 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 in conversionstock. As of $4,122September 30, 2021 and December 31, 2020, the convertible promissory notes payable at conversion pricehad an outstanding balance of $0.00455: no loss was recorded.$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 November 30,December 7, 2020, the Company issued 791,104parties 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 in conversionstock. As of $4,747September 30, 2021 and December 31, 2020, the convertible promissory notes payable at conversion pricehad an outstanding balance of $0.0070: a loss of $2,034 was recorded.$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

Page 13 of 32

●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 March 31,September 30, 2021 and December 31, 2020 is as follows:

  March 31,  December 31, 
  2021  2020 
Convertible notes payable $220,499  $220,499 
Less: Discount  52,908   57,752 
Convertible notes payable, net $167,591  $162,747 
  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 March 31,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 March 31,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 $3,640$11,040 and $293,568, respectively of interest expense and $4,844$14,585 and $1,842,103, respectively of debt discount amortization expense. As of March 31,September 30, 2021 and December 31, 2020, the Company had approximately $332,516$339,916 and $328,876, respectively of accrued interest.

During the periods ending March 31,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 March 31,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.

Page 14 of 32

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 March 31,September 30, 2021 and December 31, 2020 is as follows:

  March31,  December 31, 
  2021  2020 
Promissory notes payable $6,911,692  $5,911,692 
Less: Discount  693,007   295,091 
Promissory notes payable, net $6,218,685  $5,616,601 
  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 March 31,September 30, 2021 and December 31, 2020, the Company made no payments on the outstanding promissory notes, and recorded $241,555$1,124,101 and $61,561, respectively of interest expense and $61,214$500,338 and $3,676, respectively of debt discount amortization expense. As of March 31,September 30, 2021 and December 31, 2020, the Company had approximately $303,116$1,173,759 and $61,561, respectively of accrued interest. As of March 31,September 30, 2021 and December 31, 2020, the principal balance of outstanding promissory notes payable was $6,911,692$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:

Page 15 of 32

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 March 31,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 March 31, 2021 $- 
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 LAHOLans 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.

Page 16 of 32

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 March 31,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 March 31,September 30, 2021 and December 31, 2020, the Company has 10,905,82812,032,466 and 10,869,596 common shares issued and outstanding, respectively.

Warrants

Page 17 of 32

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.

During the three months ended March 31,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 $359,130 at March 31, 2021$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 threenine months ended March 31,September 30, 2021 and year ended December 2020

  Number of
Warrants		  Weighted
Averge
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  10,000,000   0.033 
Exercised        
Expired        
Outstanding at quarter ended March 31, 2021  26,000,000  $0.031 
  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 threenine months ended March 31,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, as amended (the “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.

Each holderAll of outstanding sharesthe Holders of the Series AA Super Voting Preferred Stock together, voting separately as a class, shall be entitledhave an aggregate vote equal to ten thousand (10,000) votes forsixty-seven (67%) percent of the total vote on all matters submitted to the stockholders that each sharestockholder of Series AA Super Voting Preferredthe Corporation’s Common Stock held on the record date for the determination of stockholdersis entitled to vote at each meeting of stockholders of the Company.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.

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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.

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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, as amended (the “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 March 31,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.outstanding, respectively.

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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.

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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 exchangeexchanged for an aggregate of $97,252 convertible notes and 276,723 Preferred Series BB shares were exchangeexchanged 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 March 31,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, as amended (the “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 March 31,September 30, 2021 and December 31, 2020, the Company had no9,422 and 0 preferred shares of Series DD Convertible Preferred Stock issued and outstanding.

outstanding, respectively, with 448 will be issued in February 2022.

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NOTE 7 – RELATED PARTY TRANSACTIONS

On March 31, 2018, the Company changed its corporate registered offices to 433 Plaza Real Suite, 275, Boca Raton, Florida 33432. The online virtual office lease is for a month to month term at $53.10 per month. Prior to March 31, 2018, the Company shared its corporate registered offices with Ajene Watson LLC at 3265 Johnson Avenue, Suite 213, Riverdale, NY 10463. The lease is for a year-to-year term. During the year ended December 31, 2020 and the year ended December 31, 2019, the Company incurred no material rent expenses. The Company has no physical office leases that required implementation of ASU 842 in the year ended December 31, 2020 to assets and liabilities.

On November 27, 2019, and in connection with the execution of the Assignment and the LOI, 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 (see Note 1).

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 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 (“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:

  March 31,
2021		  December 31,
2020		 
Computer and office equipment (5 year useful life) $4,000  $4,000 
Less: accumulated depreciation  (2,000)  (1,800)
Total property and equipment, net $2,000  $2,200 

 

  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 threenine months ended March 31,September 30, 2021 and year ended December 31, 2020 was $200$1,856 and $800,$600, respectively.

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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, and September 17, 2020 and July 2, 2021, the Company made advance payments in the aggregate amount of $175,000$225,000 to Global Stem Cells Group Inc, which wasand 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 March 31, 2021 and December 31, 2020.

NOTE 1113 – SUBSEQUENT EVENTS

On April 16,October 1, 2021, the Company issued 33,772 shares of common stock for consulting servicesreceived $1,000,000 from a Promissory Debentures with a lender in the amount of $10,000.$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.

The Company was originally founded in 1999 as Spectrum Ventures LLC, a private company, registered in Tacoma, WA, for the purpose of developing, marketing and selling voice over IP products and 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. During 2014, the Board of Directors of the Company deemed it in the best interests of the Company and its shareholders to switch directions and become involved in the business of numismatics, specifically the collection and ultimately the sale of coins, paper currency, bullion and medals.

Meso Numismatics, Inc., has established a growing 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.

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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.

We maintainThe Company maintains an online store with eBay (www.mesocoins.com) and participateparticipates 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.

Meso continues to acquire rare inventory at market rates, from throughoutOn August 18, 2021, through a Stock Exchange Agreement in which 100% of the Meso Region (including Central Americaoutstanding 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 Caribbean). The inventory is then sent for authenticationissuance of 8,974 shares of preferred series DD stock and grading, followed by said items being sold throughout Meso’s sales outlets. This includes an eBay store with up to, but not limited to, $50,000 in items for sale at any one time. For somethe 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 Company’s rarer inventory, items are sent to major auction housesregenerative 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 sale.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 March 31,September 30, 2021 and 2020.

Below is a summary of the results of operations for the three months ended March 31, 2020September 30, 2021 and 2020.

  For the Three Months Ended March 31, 
  2021  2020  $ Change  %
Change		 
Revenue $4,443  $11,320  $(6,877)  -60.75%
Cost of revenue  14,790   12,119   2,671   22.04%
Gross profit  (10,347)  (799)  (9,548)  1194.99%
                 
Operating expenses                
Advertising and marketing  237   44   193   438.64%
Professional fees  113,787   12,729   101,058   793.92%
Officer compensation  15,000   45,484   (30,484)  -67.02%
Depreciation expense  200   200   -   0.00%
Investor relations  2,898   3,500   (602)  -17.20%
General and administrative  10,610   15,276   (4,666)  -30.54%
Total operating expenses  142,732   77,233   65,499   84.81%
                 
Other income (expense)                
Interest expense  (319,228)  (438,682)  119,454   -27.23%
Loss on conversion of debt  -   (4,251)  4,251   -100.00%
Derivative financial instruments  -   (325,308)  325,308   -100.00%
Net income (loss) $(472,307) $(846,273) $373,966   -44.19%

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  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%

24 Revenue

Revenue increased by 1,243.99% in the amount of 32

Revenue is affected by the grade assigned to each coin or banknote. Once an item has been acquired it is sent for grading and authentication. Grading is the process of determining the grade or condition of the coin and banknote, which is the key factor in determining its value. Management carefully evaluates the grades assigned to each piece of merchandise and then decides which items will be sold through its eBay store, which items will be sold at live auction and which items will be traded for other items. Grade assigned will ultimately determine the sales price of the coin or banknote.

As of March 31, 2021, the Company is working on an inventory tracking system by serial number. Until such time as an inventory tracking system exists, the inventory costs cannot be properly confirmed and written-off to cost of revenue along with the cost of grading.

Gross profit

Revenue from the sale of coins, metals and paper money$152,762 for the three months ended March 31, 2021 was $4,443, compared to $11,320 of revenue for the same period in 2020. As a result of the write-off of inventory the company generated a negative 233% gross profit of $10,347 for the three months ended March 31,September 30, 2021, compared to a negative 7% gross profit of 799 for the same period in 2020. The key reason for the increase in gross profitrevenue was a result of the amountacquisition of inventory written-offGlobal 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 2021 vs 2020.

Operating expenses

Operating expenses increased by 84.81% in the amountsale of $65,499coins, metals and paper money of $1,321 for the three months ended March 31,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 $101,058$303,805 for the three months ended March 31,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 decreasedincreased by $30,484$508,833 for the three months ended March 31,September 30, 2021, compared to the same period in 2020, primarily due to the resignationissuance of Melvin Pereira as896 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 Directornonassessable shares of Meso Numismatics Inc. in 2020.

Other income (expense)

Other income (expense) decreasedcommon stock determined by $449,013multiplying 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 March 31,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.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 March 31,September 30, 2021 and December 31, 2020.

  March 31,   December 31,       
  2021   2020     $ Change  % Change  
Cash and cash equivalents $787,674  $42,534  $745,140   1751.87%
  September 30,  December 31,       
  2021  2020  $ Change  % Change 
Cash and cash equivalents $2,528,892  $42,534  $2,486,358   5,845.58%

To fund basic operations for the next twelve months, the Company projects a need for $750,000 that will have to be raised through debt or equity. In addition to the estimated $300,000 for operating expenses the Company is budgeting $180,000 for advertising and marketing and $90,000 for new technology. To attract more customers to Meso Numismatics, the Company plans on hiring an advertising firm and placing more ads on sites such as NGC and PMG. Along with the advertising program the Company plans on investing in upgrading and expanding the Meso App. To continue expanding sales the Company plans to invest $90,000 to acquire additional inventory along with exploring possible acquisitions, which the Company estimates it will need approximately $100,000.

Page 25 35 of 3243

Summary of Cash Flows

Below is a summary of the Company’s cash flows for the threenine months ended March 31,September 30, 2021 and 2020.

  

For the Three Months 
Ended March 31,

 
  2021  2020 
Net cash used in operating activities $(154,860) $(64,682)
Net cash provided by financing activities  900,000   52,600 
Net decrease in cash and cash equivalents $745,140  $(12,082)
  

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 $154,860$1,129,835 during the threenine months ended March 31,September 30, 2021 and consisted of a net loss of $472,307,$11,313,825, which was offset by a net change in operating assets and liabilities of $233,213$9,161,467 and non-cash items of $84,233.$1,022,522. The primary non-cash items for the threenine months ended March 31,September 30, 2021, consisted of amortization of debt discount of $66,058$500,338 and shares issued for services and settlement of $10,000.debt of $502,645. The significant change in operating assets and liabilities was an increase in accounts payable and accrued liabilities. liabilities along with amount due Lans Holdings.

Net cash used in operating activities was $64,682$225,806 during the threenine months ended March 31,September 30, 2020 and consisted of a net profitloss of $846,273,$11,645,528, which was offset by a net change in operating assets and liabilities of $77,956$164,341 and non-cash items of $703,635.$11,255,380. The primary non-cash items for the threenine months ended March 31,September 30, 2020, consisted of amortization of debt discount of $373,876$1,217,759, preferred shares issued for services of $166,795 and by change in derivative liabilities of $325,308.$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 $900,000$11,149,546 consisted of proceeds received from the issuance of promissory notes offset by principle payment on debt for the threenine months ended March 31,September 30, 2021, as compared to net cash provided by financing activities of $52,600$436,900 during the same period in 2020.2020 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 $34,257,470 and negative working capital of $360,015$45,098,988 as of March 31,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.

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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.

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Off-Balance Sheet Arrangements

As of March 31,September 30, 2021, the Company had no off-balance sheet arrangements.

Critical Accounting Policies

Our critical accounting policies have not materially changed during the threenine months ended JuneSeptember 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

Stock basedShare-based compensation costs areissued to employees is measured at fair valuethe grant date, based on date of grant and recognition of compensation over the service period for awards expected to vest. The Company determines the fair value of awardsthe 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 Black - Scholes valuation model.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.

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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.

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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 March 31,September 30, 2021 and December 31, 2020.

The Company’s only revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs which it then sends to Numismatic Guaranty Corporation and Paper Money Guaranty for authenticationviable cell therapy and grading. Once graded, the inventory is transferred to Meso’s Florida-based location and then sent around the world to the Company’s many customers,immune support related products along with sales recorded net of fees.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.

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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.

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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 March 31,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 March 31,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.

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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.

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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 threenine months ended March 31,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.
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.
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 March 31,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 March 31,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 30 40 of 3243

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 24,18, 2022.

During the nine months ended September 30, 2021, the Company issued 36,232warrants to purchase 80,000,000 shares of common stock, for consulting services in the amountat weighted average exercise prices of $10,000.$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
31.1Certification 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
31.2Certification 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
32.1Certification 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 March 31,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 31 42 of 3243

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 May 17,December 22, 2021MESO 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 3243 of 3243

 

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