Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 19, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | MESO NUMISMATICS, INC. | |
Trading Symbol | None | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 12,161,403 | |
Amendment Flag | false | |
Entity Central Index Key | 0001760026 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56010 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 88-0492191 | |
Entity Address, Address Line One | 433 Plaza Real Suite 275 | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33432 | |
City Area Code | (800) | |
Local Phone Number | 889-9509 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | None | |
Security Exchange Name | NONE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 2,461,023 | $ 2,978,525 |
Accounts receivable | 60,184 | 17,256 |
Prepaid expenses | 121,332 | 24,245 |
Total current assets | 2,642,539 | 3,020,027 |
Property and equipment, net | 19,984 | 22,909 |
Other assets | 5,568 | 5,568 |
Intangible assets, net | 427,573 | 451,624 |
Right of use asset, net | 55,876 | |
Goodwill | 5,805,438 | 5,805,438 |
Total assets | 8,956,978 | 9,305,566 |
Current liabilities | ||
Accounts payable and accrued liabilities | 378,305 | 250,756 |
Accrued interest | 2,800,805 | 2,129,395 |
Customer advances | 53,902 | 18,215 |
Stock payable – related party | 251,536 | |
Stock payable | 10,000 | 20,000 |
Derivative liability | 14,363 | 20,442 |
Lease liability, current portion | 32,568 | |
Notes payable, net | 1,534,405 | 1,527,711 |
Total current liabilities | 4,824,348 | 4,218,055 |
Long term liabilities | ||
Lease liability, net of current portion | 23,308 | |
Convertible notes payable, net of current portion | 38,826 | 33,982 |
Notes payable – related parties | 7,800 | 7,800 |
Notes payable, net of current portion | 12,235,130 | 11,802,736 |
Total liabilities | 17,129,412 | 16,062,573 |
Stockholders’ deficit | ||
Preferred stock, $0.001 par value 1,050,000 shares authorized as Series AA; 1,050,000 shares issued and outstanding for the quarter ended March 31, 2022 and the year ended December 31, 2021, respectively | 1,050 | 1,050 |
Preferred stock, $0.001 par value; 10,000 shares authorized as Series DD; 9,870 and 9,422 shares issued and outstanding for the quarter ended March 31, 2022 and the year ended December 31, 2021, respectively | 10 | 10 |
Common stock, $0.001 par value; 6,500,000,000 shares authorized; 13,763,717 and 13,687,439 shares issued and issuable and 12,161,403 and 12,085,125 shares outstanding for the quarter ended March 31, 2022 and the year ended December 31, 2021, respectively | 12,162 | 12,086 |
Additional paid in capital | 40,160,951 | 39,899,491 |
Accumulated deficit | (48,346,607) | (46,669,643) |
Total stockholders’ deficit | (8,172,434) | (6,757,007) |
Total liabilities and stockholders’ deficit | $ 8,956,978 | $ 9,305,566 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common Stock | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,500,000,000 | 6,500,000,000 |
Common stock, shares issued | 13,763,717 | 13,687,439 |
Common stock, shares issuable | 13,763,717 | 13,687,439 |
Common stock, shares outstanding | 12,161,403 | 12,085,125 |
Series AA Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,050,000 | 1,050,000 |
Preferred stock, shares issued | 1,050,000 | 1,050,000 |
Preferred stock, shares outstanding | 1,050,000 | 1,050,000 |
Series DD Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 9,870 | 9,422 |
Preferred stock, shares outstanding | 9,870 | 9,422 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 310,078 | $ 4,443 |
Cost of revenue | 203,593 | 14,790 |
Gross profit (loss) | 106,485 | (10,347) |
Operating expenses | ||
Advertising and marketing | 54,614 | 237 |
Professional fees | 395,739 | 113,787 |
Officer compensation | 22,500 | 15,000 |
Depreciation and amortization expense | 26,977 | 200 |
Investor relations | 47,250 | 2,898 |
General and administrative | 101,918 | 10,610 |
Total operating expenses | 648,998 | 142,732 |
Other income (expense) | ||
Interest expense | (1,140,530) | (319,228) |
Derivative financial instruments | 6,079 | |
Net loss | $ (1,676,964) | $ (472,307) |
Net loss per common share, basic and diluted (in Dollars per share) | $ (0.14) | $ (0.04) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 12,091,905 | 10,883,686 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity Deficit (Unaudited) - USD ($) | Series CCPreferred Stock | Series AAPreferred Stock | Series DDPreferred Stock | Common Stock | Additional Paid In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 83,731 | $ 50 | $ 279 | $ 10,870 | $ 27,364,393 | $ (33,785,163) | $ (6,409,571) |
Balance (in Shares) at Dec. 31, 2020 | 1,000 | 50,000 | 279,146 | 10,869,596 | |||
Issuance of stock for services | $ 36 | 9,964 | 10,000 | ||||
Issuance of stock for services (in Shares) | 36,232 | ||||||
Cancellation of Preferred BB | $ (279) | 279 | |||||
Cancellation of Preferred BB (in Shares) | (278,973) | ||||||
Imputed interest on debt | 7,975 | 7,975 | |||||
Fair value of warrants | 359,130 | 359,130 | |||||
Net loss | (472,307) | (472,307) | |||||
Balance at Mar. 31, 2021 | $ 83,731 | $ 50 | $ 10,906 | 27,741,741 | (34,257,470) | (6,504,773) | |
Balance (in Shares) at Mar. 31, 2021 | 1,000 | 50,000 | 173 | 10,905,828 | |||
Balance at Dec. 31, 2021 | $ 1,050 | $ 10 | $ 12,086 | 39,899,491 | (46,669,644) | (6,757,007) | |
Balance (in Shares) at Dec. 31, 2021 | 1,050,000 | 9,422 | 12,085,125 | ||||
Issuance of stock for services | $ 76 | 9,924 | 10,000 | ||||
Issuance of stock for services (in Shares) | 76,278 | ||||||
Issuance of preferred series DD for services | 251,536 | 251,536 | |||||
Issuance of preferred series DD for services (in Shares) | 448 | ||||||
Net loss | (1,676,963) | (1,676,963) | |||||
Balance at Mar. 31, 2022 | $ 1,050 | $ 10 | $ 12,162 | $ 40,160,951 | $ (48,346,607) | $ (8,172,434) | |
Balance (in Shares) at Mar. 31, 2022 | 1,050,000 | 9,870 | 12,161,403 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,676,964) | $ (472,307) |
Non-cash adjustments to reconcile net loss to net cash: | ||
Amortization of debt discount | 26,977 | 66,058 |
Depreciation and amortization expense | 445,328 | 200 |
Change in derivative liabilities | (6,079) | |
Common shares issued for services | 10,000 | |
Imputed interest on debt | 7,976 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (42,928) | |
Prepaid expense | (97,087) | |
Accounts payable and accrued liabilities | 834,647 | 233,213 |
CASH USED IN OPERATING ACTIVITIES | (516,106) | (154,860) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of debt | 900,000 | |
Principal payment of debt | (1,396) | |
CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES | (1,396) | 900,000 |
Net increase (decrease) in cash | (517,502) | 745,140 |
Cash, beginning of year | 2,978,525 | 42,534 |
Cash, end of year | 2,461,023 | 787,674 |
Cash paid for income tax | ||
Cash paid for interest | 118 | |
NON-CASH FINANCING ACTIVITIES: | ||
Warrants discount issued on debt | 359,130 | |
Cancellation of preferred series BB | 279 | |
Issuance of preferred series DD | $ 251,536 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Nature of Business Meso Numismatics, Inc. (the “Company”) was originally organized under the laws of Washington State in 1999, as Spectrum Ventures, LLC to develop market and sell VOIP (Voice over Internet Protocol) services. In 2002, the Company changed its name to Nxtech Wireless Cable Systems, Inc. In August 2007, the Company changed its name to Oriens Travel & Hotel Management Corp. In November 2014, the Company changed its name to Pure Hospitality Solutions, Inc. On November 16, 2016, the Company entered into an Agreement and Plan of Merger between the Company and Meso Numismatics Corp. (“Meso”). The acquisition of Meso is to support the Company’s overall mission of specializing in ventures related to Central America and the Latin countries of the Caribbean; not limited to tourism. Meso is a small but scalable numismatics operation that the Company can leverage for low cost revenues and product marketing. Meso Numismatics, Inc. maintains an online store with eBay (www.mesocoins.com) and participates in live auctions with major companies such as Heritage Auctions, Stacks Bowers Auctions and Lyn Knight Auctions. The acquisition was complete on August 4, 2017 following the Company issuance of 25,000 shares of Series BB preferred stock to Meso to acquire one hundred (100%) percent of Meso’s common stock. The Company accounted for the acquisition as common control, as Melvin Pereira, the CEO and principal shareholder of the Company controlled, operated and owned both companies. On November 16, 2016, the date of the Merger Agreement and June 30, 2017, the date of the Debt Settlement Agreement, Melvin Pereira, CEO of Pure Hospitality Solutions, owned 100% of the stock of Meso Numismatics, Inc. Pure Hospitality Solutions, Inc. and Meso Numismatics, Inc. first came under common control on June 30, 2017. On September 4, 2017, the Company decided to suspend its booking operations, Oveedia, to focus on continuing to build its numismatic business, Meso Numismatics. Inc. The Company did, however, use its footprint within the Latin American region to expand Meso Numismatics, Inc. at a much quicker rate. In September 2018, the Company changed its name to Meso Numismatics, Inc. and FINRA provided a market effective date and on September 26, 2018, the new ticker symbol MSSV became effective on October 16, 2018. On July 2, 2018, the Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The prior year financials have been changed to reflect the 1-for-1,000 reverse stock split. On November 27, 2019, Meso Numismatics, Inc. entered into an Assignment and Assumption Agreement with Lans Holdings Inc., whereby Lans Holdings Inc. assigned all of its rights to, obligations and interest in a Binding Letter of Intent entered into on May 23, 2019 with Global Stem Cells Group Inc. and Benito Nova, setting forth the principal terms pursuant to which the Company will acquire 50,000,000 shares of common stock of Global Stem Cells Group Inc. In consideration for the Assignment, Meso Numismatics, Inc.: ● Assumed certain Convertible Redeemable Notes issued by Lans Holdings Inc. to a lender, pursuant to the Assignment and Assumption Agreement and subject to any pre-existing defaults under the Notes, Meso Numismatics, Inc. reissued an aggregate of $1,079,626 of Convertible Redeemable Notes to the lender which bear interest at a rate varying from ten (10%) to fifteen (15%) percent, and have a one (1) year maturity date. ● Issue to Lans Holdings Inc. 1,000 shares of its Series CC Convertible Preferred Stock valued at $83,731 calculated based on conversion provision of the Company’s Articles of Incorporation filed with the Secretary of State in Nevada on November 26, 2019. Shareholders of outstanding shares of Series CC Convertible Preferred Stock shall be entitled to convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price. The consideration for the assignment of $1,163,357, consisting of an aggregate of $1,079,626 of Convertible Redeemable Notes assumed from Lans Holdings Inc. and 1,000 shares of its Series CC Convertible Preferred Stock valued at $83,731 issued to Lans Holdings Inc was recorded as compensation expense. On November 27, 2019, and in connection with the execution of the Assignment, the Company’s Board of Directors appointed Mr. David Christensen, former director and CEO of Lans Holdings Inc., to serve as director and president of the Company. On December 23, 2019, Meso Numismatics, Inc. entered into the Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., whereby the Original Agreement is amended to extend the deadline to enter into the New LOI to 120 days from the execution of the Post Closing Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 120 days from the execution of the Post Closing Amendment. On April 22, 2020, Meso Numismatics, Inc. entered into a Second Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original Agreement is amended to extend the deadline to enter into the New LOI to 150 days from the execution of the Second Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 150 days from the execution of the Second Amendment. On June 25, 2020, Mr. Martin Chuah submitted his resignation as Director of the Company, effective June 26, 2020. There are no disagreements between Mr. Chuah and Meso Numismatics, Inc. on any matter relating to its operations, policies or practices. On June 26, 2020, Meso Numismatics, Inc. completed the repurchase of 1,000,000 shares of its Series AA (“Series AA”) Super Voting Preferred Stock, representing all of the Series AA shares held by E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd., respectively. On June 26, 2020, Mr. Melvin Pereira submitted his resignation as Chief Executive Officer, Chief Financial Officer, Secretary and Director of Meso Numismatics, Inc., effective June 26, 2020. There are no disagreements between Mr. Pereira and Meso Numismatics, Inc. on any matter relating to its operations, policies or practices. On June 26, 2020, due to Mr. Pereira’s resignation, Meso Numismatics, Inc.’s Board of Directors appointed Mr. David Christensen, current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective June 27, 2020 and granted 50,000 shares of Series AA to Mr. David Christensen. On September 16, 2020, Meso Numismatics, Inc. entered into a Third Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original Agreement is amended to extend the deadline to enter into the New LOI to 180 days from the execution of the Third Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 180 days from the execution of the Third Amendment. On March 12, 2021, Meso Numismatics, Inc. entered into a Fourth Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original Agreement is amended to extend the deadline to enter into the New LOI to 90 days from the execution of the Fourth Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 90 days from the execution of the Fourth Amendment. On June 22, 2021, Meso Numismatics, Inc. entered into a Fifth Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc. 1. Pursuant to the terms of the Fifth Post Closing Amendment, and as full and total consideration for the Assignment and Assumption Agreement and in addition to the assumption of the New LOI and the assumption of the Assigned Debt (both terms as defined in the Assignment and Assumption Agreement ), the option granted to Lans Holdings Inc. pertaining to the issuance of the Company’s Series CC Convertible Preferred Stock was terminated and replaced with a cash payment as consideration, upon the following terms: a. The Company paid Lans Holdings Inc., by delivery to escrow, an amount equal to USD $8,200,000, which Cash Payment was used by Lans Holdings Inc. for the repurchase of Lans Holdings shares of common stock from the Lans common shareholders. On June 22, 2021, the Company entered into a stock purchase agreement with Global Stem Cells Group Inc and Benito Novas. Pursuant to the terms of the stock purchase agreement, the Company shall acquire 50,000,000 shares of common stock of Global Stem Cells Group Inc., representing all of the outstanding shares of Global Stem Cells Group Inc, from Benito Novas in exchange for the following: a. 1,000,000 shares of the Company’s Series AA Super Voting Preferred Stock; b. 8,974 shares of the Company’s Series DD Convertible Preferred Stock; and c. An amount equal to USD $50,000 being the balance owing to Benito Novas pursuant to the terms of the New LOI and Assignment. The closing of the stock purchase agreement occurred August 18, 2021. On June 22, 2021, Meso Numismatics, Inc. entered into a Secured Loan Agreement with an otherwise unaffiliated third-party investor, pursuant to which Meso Numismatics, Inc. agreed to issue to the Investor a $11,600,000 face value Senior Secured Promissory Note with a $1,100,000 original issue discount, and a three year Common Stock Purchase Warrant to acquire up to 70,000,000 shares of our common stock at an exercise price of $0.10 per share, subject to adjustments. On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021). Pursuant to the terms of the Fifth Post Closing Amendment along with the completion of the acquisition of Global Stem Cells Group Inc., the issuance of the 1,000 shares of the Company’s Series CC Convertible Preferred Stock to Lans Holdings Inc. was terminated and replaced with a cash payment as consideration. The Company shall pay Lans Holdings Inc., by delivery in escrow, an amount equal to USD $8,200,000, which Cash Payment shall be used by Lans Holdings Inc. for the repurchase of all of its shares of common stock from its common shareholders. The company paid on November 3, 2021 the USD $8,200,000 in cash to an escrow account set up by Lans Holdings Inc.. The $8.2 million was expensed in the income statement as General and Administrative Expense – Related Party for the year ending December 31, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Pure Hospitality Solutions, Inc., Meso Numismatics, Corp., and Global Stem Cells Group Inc. (since August 18, 2021). These condensed consolidated financial statements have been prepared and, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the consolidated financial position and the consolidated statements of income and consolidated cash flows for the periods presented in conformity with generally accepted accounting principles for interim consolidated financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X, Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2021, filed on May 5, 2022, which can be found at www.sec.gov. All significant intercompany transactions have been eliminated in consolidation. Use of Estimates in Financial Statement Presentation The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates included in these financial statements are associated with accounting for the derivative liability, valuation of preferred stock, and for the valuation of assets and liabilities in business combination. Reclassifications Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. No change in net loss resulted from these reclassifications. Cash and Cash Equivalents The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At March 31, 2022 and December 31, 2021, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of March 31, 2022 and December 31, 2021. Our cash balances at financial institutions may exceed the Federal Deposit Insurance Company’s (FDIC) insured limit of $250,000 from time to time. Accounts Receivable Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $0 and $0 as of March 31, 2022 and December 31, 2021, respectively. Intangible Assets Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment was recognized for the quarter ended March 31, 2022. Lease Accounting The Company leases office space and clinical space under a lease arrangement. These properties are generally leased under non-cancelable agreements that contain lease terms in excess of twelve months on the date of entry as well as renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for base minimum rental payment, as well non-lease components including insurance, taxes, maintenance, and other common area costs. At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of twelve months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using the rate implicit in the contract if available or an estimate of our incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The discount rates used for the initial measurement of lease liabilities as of the date of entry were based on the original lease terms. Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the non-cancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain real estate lease agreements require payments for non-lease costs such as utilities and common area maintenance. The Company has elected an accounting policy to not separate implicit components of the contract that may be considered non-lease related. Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. The lease payments are allocated between a reduction of the lease liability and interest expense. Depreciation of the right-of-use asset for operating leases reflects the use of the asset on straight-line basis over the expected term of the lease. Goodwill Goodwill represents the excess acquisition cost over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is subject to annual impairment testing on or between annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is not required. If the Company concludes otherwise, the Company is required to perform the two-step impairment test. The goodwill impairment test is performed at the reporting unit level by comparing the estimated fair value of a reporting unit with its respective carrying value. If the estimated fair value exceeds the carrying value, goodwill at the reporting unit level is not impaired. If the estimated fair value is less than the carrying value, further analysis is necessary to determine the amount of impairment, if any, by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of the reporting unit’s goodwill. Derivative Instruments The derivative instruments are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Binomial option pricing model to value the derivative instruments. Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of products by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company’s main sources of revenue are comprised of the following: ● Training-GSCG offers a Stem Cell & Exosomes Certification Program where physicians attending this training sessions will take advantage of a full review of stem cell biology, characterization and regenerative properties of cells and cell products, cytokines and growth factors and how can be apply in the clinic. The physicians will pay for the training sessions upfront and receives all the material and certificate upon completion of seminar which is when revenue is recognized by GSCG. ● Products-Physicians can order SVF Kits through GSCG which includes EC Certificate from Institute for Testing and Certificating, Inc. SVT Kits are paid for upfront and shipped from third party directly to physicians. Revenue is recognized by GSCG when product is shipped. ● Equipment- Physicians can order equipment through GSCG which includes warranty from manufacture of equipment. Equipment is paid for upfront and shipped from manufacture directly to physicians. Revenue is recognized by GSCG when product is shipped. ● Rare coins and banknotes-MESO acquires rare coins and banknotes from Latin America at reduced costs and sales through its website and auctions. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration the Company receives in exchange for those products. Income Taxes The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities, given the provisions of currently enacted tax laws. The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met. Net Earnings (Losses) Per Common Share The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. The effect of common stock equivalents is anti-dilutive with respect to losses and therefore basic and dilutive is the same Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at March 31, 2022 and December 31, 2020, respectively, because their inclusion would have been anti-dilutive. March 31, December 31, 2022 2021 Convertible notes outstanding 194,092 75,710 Convertible preferred stock outstanding 37,647,060 37,647,060 Shares underlying warrants outstanding 103,500,000 103,500,000 141,341,152 141,222,770 Fair Value of Financial Instruments The fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments. Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. At March 31, 2022 and December 31, 2021, 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, 2022 and December 31, 2021, the Company does not have any assets or liabilities except for convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of March 31, 2022 and December 31, 2021: Level 1 Level 2 Level 3 Total March 31, 2022 Derivative liability 14,363 14,363 Total $ - $ - $ 14,363 $ 14,363 December 31, 2021 Derivative liability 20,442 20,442 Total $ - $ - $ 20,442 $ 20,442 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 , 2022 and December 31, 2021, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. Stock Based Compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. New Accounting Pronouncements In March 2020, the FASB issued optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting and subsequently issued clarifying amendments. The guidance provides optional expedients and exceptions for accounting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. The optional guidance is effective upon issuance and can be applied on a prospective basis at any time between January 1, 2020 through December 31, 2022. The Company is currently evaluating the impact of adoption on its consolidated financial statements. The Company is progressing in its evaluation of LIBOR cessation exposures, including the review of debt-related contracts, leases, business development and licensing arrangements, royalty and other agreements. The Company has amended certain agreements and continues to review other agreements for potential impacts. With regard to debt-related exposures in particular, all existing interest rate swaps linked to LIBOR will mature in 2022. The Company is still evaluating the impact to its LIBOR-based debt. Based on its evaluation thus far, the Company does not anticipate a material impact to its consolidated financial statements as a result of reference rate reform. In October 2021, the FASB issued amended guidance that requires acquiring entities to recognize and measure contract assets and liabilities in a business combination in accordance with existing revenue recognition guidance. The amended guidance is effective for interim and annual periods in 2023 and is to be applied prospectively. Early adoption is permitted on a retrospective basis to the beginning of the fiscal year of adoption. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements for prior acquisitions; however, the impact in future periods will be dependent upon the contract assets and contract liabilities acquired in future business combinations. In November 2021, the FASB issued new guidance to increase the transparency of transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance requires annual disclosures of such transactions to include the nature of the transactions and the significant terms and conditions, the accounting treatment and the impact to the company’s financial statements. The guidance is effective for annual periods beginning in 2022 and is to be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of adoption on its consolidated financial statements. Other accounting standards and amendments to existing accounting standards that have been issued and have future effective dates are not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements Going Concern The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $48 million and a working capital deficit of $2,200,000 as of March 31, 2022 and future losses are anticipated. These factors, among others, generally tend to raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company will require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | NOTE 3 – REVENUE RECOGNITION On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers (1) Identify the contract with a customer (2) Identify the performance obligations in the contract (3) Determine the transaction price (4) Allocate the transaction price to each performance obligation in the contract (5) Recognize revenue when each performance obligation is satisfied There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the periods ended March 31, 2021 and December 31, 2021. The Company’s main source of revenue is comprised of the following: ● Training-GSCG offers a Stem Cell & Exosomes Certification Program where physicians attending this training sessions will take advantage of a full review of stem cell biology, characterization and regenerative properties of cells and cell products, cytokines and growth factors and how can be apply in the clinic. The physicians will pay for the training sessions upfront and receives all the material and certificate upon completion of seminar which is when revenue is recognized by GSCG. ● Products-Physicians can order SVF Kits through GSCG which includes EC Certificate from Institute for Testing and Certificating, Inc. SVT Kits are paid for upfront and shipped from third party directly to physicians. Revenue is recognized by GSCG when product is shipped. ● Equipment- Physicians can order equipment through GSCG which includes warranty from manufacture of equipment. Equipment is paid for upfront and shipped from manufacture directly to physicians. Revenue is recognized by GSCG when product is shipped. ● Rare coins and banknotes-MESO acquires rare coins and banknotes from Latin America at reduced costs and sales through its website and auctions. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration the Company receives in exchange for those products. The following table presents the Company’s revenue by product category for the three months ended March 31, 2022 and 2021: For the Three Months Ended 2022 2021 Coins and banknotes $ 11,330 $ 4,443 Training 53,394 - Product supplies 154,817 - Equipment 90,537 - Total revenue $ 310,078 $ 4,443 Listed below are the revenues, cost of revenues, gross profits, assets and net loss by Company: For the Three Months Ended March 31, 2022 Global Stem Meso Cells Group Numismatics Total Revenue $ 298,748 $ 11,330 $ 310,078 Cost of revenue 192,484 11,109 203,593 Gross profit $ 106,264 $ 221 $ 106,485 Gross Profit % 35.57 % 1.95 % 34.34 % Assets $ 7,723,828 $ 1,233,150 $ 8,956,978 Net loss $ (1,463,046 ) $ (213,917 ) $ (1,676,963 ) COVID-19 In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 has resulted in a widespread health crisis adversely affecting our 2022 and 2021 business, results of operations and financial condition. The outbreak of COVID-19 has resulted in a widespread health crisis that adversely affected the economies and financial markets in which we operate. Restrictions in travel along with in person meetings limited our training of new customers along with selling them products and equipment. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE Convertible Notes Payable On November 25, 2019, Meso Numismatics, Inc. pursuant to the certificate of designation of the Series BB Preferred Stock, elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder had the option, within 30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. If the shareholder did not give the Meso Numismatics, Inc. notice the Indebtedness shall automatically was issued in the form of a promissory note. The convertible note agreements bear no interest and have a four (4) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the investors’ sole discretion, into shares of common stock at conversion price equal to the lowest bid price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the three prior trading days including the day upon which a Notice of Conversion is received by the Company. As of December 31, 2019, 81,043 Preferred Series BB shares were exchange for an aggregate of $97,252 convertible notes. During the year ending December 31, 2020, the Company made $25,000, payments on the outstanding convertible notes. As of March 31, 2022 and December 31, 2021, the convertible promissory notes had an outstanding balance of $72,252. The balance of the convertible notes as of March 31, 2022 and December 31, 2021 is as follows: March 31, December 31, 2022 2021 Convertible notes payable $ 72,252 $ 72,252 Less: Discount 33,426 38,270 Convertible notes payable, net $ 38,826 $ 33,982 As of March 31, 2022 and December 31, 2021, the Company had approximately $251,144 of accrued interest. As of March 31, 2022 and December 31, 2021, the principal balance of outstanding convertible notes payable was $72,252. Promissory Notes Payable During 2015, the Company entered into line of credit with Digital Arts Media Network treated as a promissory note. The promissory note bear interest at ten (10%) and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. As of March 31, 2022, the principal balance of the outstanding loan was $130,025 and accrued interest of $82,804. On November 25, 2019, Meso Numismatics, Inc. pursuant to the certificate of designation of the Series BB, Preferred Stock elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder shall have the option, within 30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. Should the shareholder not give the Meso Numismatics, Inc. notice the Indebtedness shall automatically be issued in the form of a promissory note. The promissory note agreements bear no interest and have a four (4) year maturity date with a 20% premium to be paid upon maturity. The notes may be repaid in whole or in part at any time prior to maturity. As of December 31, 2019, 276,723 Preferred Series BB shares were exchange for an aggregate of $332,068 promissory notes. As of March 31, 2022 and December 31, 2021, the principal balance of the promissory notes was $398,482. On December 3, 2019, Melvin Pereira, the CEO, converted 18,500 shares of the 25,000 shares of Series BB preferred stock to acquire one hundred (100%) percent of Meso’s common stock into 250,999 shares of the Company’s common stock and elected to exchange the remaining 6,500 shares of Series BB preferred stock for a promissory note of $7,800. On July 13, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $6,000 which bear interest at eighteen (18%) percent and have a two (2) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $5,000, net of discount in the amount of $1,000 to the Company. On July 15, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $84,000 which bear interest at eighteen (18%) percent and have a two (2) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $70,000, net of discount in the amount of $14,000 to the Company. At December 7, 2020 the Company exchanged $5,379,624 of principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock with three separate lenders. The new notes have a maturity date of November 23, 2023 and an aggregate principal amount of $5,379,624 shall bear interest at a fifteen (15%) percentage compounded annual interest rate and, as an incentive; we have issued cashless warrants to purchase 15,000,000 shares of our common stock at an exercise price of $0.03 per share in connection with the restructuring. The Company recorded the fair value of the 15,000,000 warrants issued with debt at approximately $262,376 at December 31, 2020 as a discount. Lender is granted security interest and lien in all rights, title and interest in the assets and property of the as collateral. On December 9, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $110,000 which bear compounded annual interest at eighteen (18%) percent and have a two (2) year maturity date and cashless warrants to purchase 1,000,000 shares of our common stock. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $100,000, net of discount in the amount of $10,000 to the Company. The Company recorded the fair value of the 1,000,000 warrants issued with debt at approximately $17,491 at December 31, 2020 as a discount. On January 6, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,000,000 which bear interest at eighteen (15%) percent and have a one (1) year maturity date and cashless warrants to purchase 10,000,000 shares of our common stock, at exercise prices of $0.03 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $900,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 at the date of issuance as a discount. This debt instrument is currently in default as of January 6, 2022. On June 22, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 at the date the warrants were issued as a discount. Lender is granted senior security interest and lien in all rights, title and interest in the assets and property of the Company as collateral. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of March 31, 202, the principal balance of the outstanding auto loan was $4,380. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company assumed the November 17, 2020, agreement with an Investor for proceeds in the amount of $400,000 treated as a promissory. In exchange for the gross proceeds, the Investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. The payments of the payment percentage shall be calculated by multiplying the gross quarterly revenues appearing in the financial statements by the payment percentage and treated as accrued interest. Payments shall be made ninety (90) days from the end of each respective fiscal quarter with the first payment to be made on the quarter ending December 31, 2020. Payments may be accrued and deferred if payment would deplete cash, cash equivalent and/or short term investment balances on each respective fiscal quarter by more than twenty (20%) percent. As of March 31, 2022, the principal balance of the outstanding loan was $400,000 and accrued interest totals $110,858. This debt instrument is currently in default due to the non-payment of interest. On September 20, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,100,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $1,000,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 at the time of issuance as a discount. On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 13, 2020 in the amount of $6,000 and accrued interest in the amount of $1,578 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $7,958 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 15, 2020 in the amount of $84,000 and accrued interest in the amount of $22,162 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $111,470 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. The balance of the promissory as of March 31, 2022 and December 31, 2021 is as follows: March 31, December 31, 2022 2021 Promissory notes payable $ 20,241,939 $ 20,243,335 Less: Discount 6,390,358 6,822,622 Less: Deferred finance costs 74,247 82,466 Promissory notes payable, net $ 13,777,334 $ 13,338,247 During the periods ending March 31, 2022 and December 31, 2021, the Company made $1,396 and $1,812 payments, respectively on the outstanding promissory notes, and recorded $658,177 and $1,781,394, respectively of interest expense and $432,265 and $874,476, respectively of debt discount amortization expense. As of March 31, 2022 and December 31, 2021, the Company had approximately $2,536,429 and $1,878,251, respectively of accrued interest. As of March 31, 2022 and December 31, 2021, the principal balance of outstanding promissory notes payable was $20,241,939 and $20,243,335, respectively. Derivatives Liabilities The Company determined that the convertible notes outstanding as of March 31, 2022 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: March 31, 2022 Common stock issuable 194,092 Market value of common stock on measurement date $ 0.07 Adjusted exercise price $ 0.06 Risk free interest rate 1.60 % Instrument lives in years 2.75 Year Expected volatility 114 % Expected dividend yields None The balance of the fair value of the derivative liability as of March 31, 2022 and December 31, 2021 is as follows: Balance at December 31, 2020 $ - Additions 24,186 Fair value loss (3,744 ) Conversions - Balance at December 31, 2021 20,442 Additions - Fair value gain (6,079 ) Conversions - Balance at March 31, 2022 $ 14,363 |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Preferred Stock [Abstract] | |
CONVERTIBLE PREFERRED STOCK | NOTE 5 – CONVERTIBLE PREFERRED STOCK Designation of Series CC Convertible Preferred Stock On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), authorizing one thousand (1,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series CC Convertible Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. At any time prior to November 25, 2022 (“Automatic Conversion Date”) the Company may redeem for cash out of funds legally available therefor, any or all of the outstanding Series CC Convertible Preferred Stock at a price equal to $1,000 per share. If not converted prior, on the Automatic Conversion Date, any and all remaining issued and outstanding shares of Series CC Convertible Preferred Stock shall automatically convert at the Conversion Price, which is a price per share determined by dividing the number of issued and outstanding shares of (common?) stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8. Each holder of outstanding shares of Series CC Convertible Preferred Stock shall be entitled to convert prior to the Automatic Conversion Date, convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price. The holders of the Series CC Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock. The holders of the Series CC Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. On November 27, 2019, Meso Numismatics, Inc. entered into an Assignment and Assumption Agreement with Global Stem Cells Group Inc., a corporation duly formed under the laws of the State of Florida, Benito Novas and Lans Holdings Inc. a Nevada Corporation whose securities ceased to be registered as of September 18, 2019, whereby Lans Holdings Inc. assigned all of its rights, obligations and interest in, the Letter of Intent it previously entered into with Global Stem Cells Group Inc. and Benito Novas. In consideration for the Assignment, Meso Numismatics, Inc. issued to Lans Holdings Inc. 1,000 shares of its Series CC Convertible Preferred Stock valued at $83,731 calculated based on conversion provision of the Company’s Articles of Incorporation filed with the Secretary of State in Nevada on November 26, 2019. Shareholders of outstanding shares of Series CC Convertible Preferred Stock shall be entitled to convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price. The Convertible Series CC Preferred Stock has been classified outside of permanent equity and liabilities since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. The Company has recorded $83,731 which represents 1,000 Series CC Convertible Preferred Stock at $83.73 per share, issued and outstanding as of December 31, 2021 and December 31, 2020, outside of permanent equity and liabilities. On November 12, 2020, the Company filed with the Secretary of State in Nevada the amendment to Certificate of Designation authorizing the increase from 1,000 to 8,000,000 shares of the Series CC Convertible Preferred Stock. 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. 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 March 31, 2022 and December 31, 2021, the Company has no preferred shares of Series CC Preferred Stock issued and outstanding, respectively. During the period of these financial statements, no dividend was declared or paid on the Series CC preferred shares. |
Stockholders Equity
Stockholders Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 6 – STOCKHOLDERS EQUITY Common Shares The Board of Directors and shareholders were required to increase the number of authorized shares of common stock from (a) 200,000,000 to 500,000,000 during June 2015, (b) 500,000,000 to 1,500,000,000 during July 2015, and (c) 1,500,000,000 to 6,500,000,000 during March 2016, to adhere to the Company’s contractual obligation to maintain the required reserve share amount for debtholders. 2021 Transactions On February 24, 2021, the Company issued 36,232 shares of common stock for consulting services where were valued in the amount of $10,000. On April 16, 2021, the Company issued 33,772 shares of common stock for consulting services which were valued in the amount of $10,000. On June 28, 2021, the Company issued 1,092,866 shares of common stock as settlement of the lawsuit, which were valued in the amount of $213,109. On December 23, 2021, the Company issued 52,659 shares of common stock for consulting services which were valued in the amount of $10,000. 2022 Transactions On March 23, 2022, the Company issued 76,278 shares of common stock for consulting services which were valued in the amount of $10,000. As of March 31, 2022 and December 31, 2021, the Company has 12,161,403 and 12,085,125 common shares issued and outstanding, respectively. Warrants During the year ended December 31, 2020, the Company issued warrants to purchase 16,000,000 shares of common stock, at exercise prices of $0.03 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 16,000,000 warrants issued with debt at approximately $279,867 at December 31, 2020 as a discount. On January 6, 2021, the Company issued warrants to purchase 10,000,000 shares of common stock, at exercise prices of $0.033 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 as a discount. On June 22, 2021, the Company issued warrants to purchase 70,000,000 shares of common stock, at exercise prices of $0.100 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 as a discount. On September 20, 2021, the Company issued warrants to purchase 7,500,000 shares of common stock, at exercise prices of $0.085 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 as a discount. The following table summarizes the Company’s warrant transactions during the periods ended March 31, 2022 and year ended December 2021: Number of Weighted Outstanding at year ended December 31, 2020 16,000,000 $ 0.030 Granted 87,500,000 0.091 Exercised - - Expired - - Outstanding at year ended December 31, 2021 103,500,000 $ 0.082 Granted - - Exercised - - Expired - - Outstanding at quarter ended March 31, 2022 103,500,000 $ 0.082 Warrants granted in the year ended December 31, 2020 were valued using the Black Scholes Model with the risk-free interest rate of 0.20%, expected life 3 years, expected dividend rate of 0% and expected volatility ranging of 411.72%. Warrants granted in the year ended December 31, 2021 were valued using the Black Scholes Merton Model with the risk-free interest rate within ranges 0.20% to 0.45%, term of 3 years, dividend rate of 0% and historical volatility within ranges 338.36% to 394.78%. The final value assigned to the warrants was determined using a relative fair value calculation between the amount of warrants and promissory notes. Designation of Series AA Super Voting Preferred Stock On June 30, 2014, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing the issuance of up to eleven million (11,000,000) shares of preferred stock, par value $0.001 per share. On May 2, 2014, the Company filed with the Secretary of State with Nevada in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. All of the Holders of the Series AA Super Voting Preferred Stock together, voting separately as a class, shall have an aggregate vote equal to sixty-seven (67%) percent of the total vote on all matters submitted to the stockholders that each stockholder of the Corporation’s Common Stock is entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action and consideration. The holders of the Series AA Super Voting Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock. Upon liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series AA Super Voting Preferred Stock shall not be entitled to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders. The shares of the Series AA Super Voting Preferred Stock will not be convertible into the shares of the Company’s common stock. On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing the increase to 1,050,000 shares of the Series AA Super Voting Preferred Stock. On June 26, 2020, Meso Numismatics, Inc. completed the repurchase of 1,000,000 shares of its Series AA (“Series AA”) Super Voting Preferred Stock for an aggregate total purchase price equal to $160,000, representing all of the Series AA shares held by E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd., respectively. On June 26, 2020, due to Mr. Pereira’s resignation, Meso Numismatics, Inc.’s Board of Directors appointed Mr. David Christensen, current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective June 27, 2020 and granted 50,000 shares of Series AA to Mr. David Christensen. The $166,795 value of the 50,000 shares of Series AA Super Voting Preferred Stock to Mr. David Christensen is based on the 10,000 votes per preferred share to one vote per common share. Valuation based on definition of control premium is defined as the price to which a willing buyer and willing seller would agree in any arms-length transaction to acquire control of the Company. The premium paid above the market value of the company is real economic benefit to controlling the Company. Historically, the average control premium applied in M&A transactions averages approximately 30%, which represents the value of control. On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021). The Series AA Preferred shares issued on August 18, 2021, were valued based upon industry specific control premiums and the Company’s market cap at the time of the transaction. The $963,866 value of the 1,000,000 shares of Series AA Super Voting Preferred Stock issued to Benito Novas were valued based on a calculation by a third party independent valuation specialist. As of March 31, 2022 and December 31, 2021, the Company has 1,050,000 preferred shares of Series AA Preferred Stock issued and outstanding, respectively. During the period of these financial statements, no dividend was declared or paid on the Series AA preferred shares. Designation of Series BB Preferred Stock On March 29, 2017, the Company filed with the Secretary of State with Nevada in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series BB Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series BB Preferred Stock shall be entitled to convert on a 1 for 1 basis into shares of the Company’s common stock, any or all of their shares of Series BB Preferred Stock after a minimum of six (6) months have elapsed from the issuance of the preferred stock to the holder. The Series BB Preferred Stock has no voting rights until the Holder redeems the preferred stock into the Company’s common stock. The Series BB Preferred Stock shall not be adjusted by the Corporation. The holders of the Series BB Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock. The Series BB Preferred Stock has a liquidation value of $1.00. Upon liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series BB Preferred Stock shall be entitled to share equally and ratably in proportion to the preferred stock owned by the holder to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders. As of December 31, 2019, 81,043 Preferred Series BB shares were exchanged for an aggregate of $97,252 convertible notes and 276,723 Preferred Series BB shares were exchanged for an aggregate of $332,068 promissory notes of which 78,620 were returned and cancelled and 279,146 were still outstanding at December 31, 2020. During the three months ended March 31, 2021, the remaining 279,146 were returned and cancelled. As of March 31, 2022 and December 31, 2021, the Company had no preferred shares of Series BB Preferred Stock issued and outstanding. During the period of these financial statements, no dividend was declared or paid on the Series BB preferred shares. Designation of Series DD Convertible Preferred Stock On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing ten thousand (10,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series DD Convertible Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series DD Convertible Preferred Stock shall be entitled to its shares of Series DD Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The holders of the Series DD Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock. The holders of the Series DD Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021). The $5,038,576 value of the 8,974 shares of Series DD Convertible Preferred Stock to Benito Novas is based on converting into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The $5,038,576 value of the 8,974 shares of Series DD Convertible Preferred Stock represents the fair value of the consideration paid allocated to the assets and liabilities acquired from Global Stem Cells Group Inc. In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on annual rate of $90,000, starting January 1, 2022. Additionally, the agreement included an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued February 18, 2022. The $503,072 value of the 896 shares of Series DD 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 issued February 18, 2022 was recorded as stock payable. The full amount of $503,552 was expensed at the date of grant, as a matter of accounting policy. There is $251,776 recorded as stock payable – related party due to Dave Christensen, CEO, at December 31, 2021. On February 18, 2022, the Company issued to Dave Christensen, CEO, the 448 shares of Series DD Convertible Preferred Stock valued at $251,536 which was recorded as stock payable at December 31, 2021. As of March 31, 2022 and December 31, 2021, the Company had 9,870 and 9,422 preferred shares of Series DD Convertible Preferred Stock issued and outstanding, respectively. During the period of these financial statements, no dividend was declared or paid on the Series DD preferred shares. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on annual rate of $90k starting January 1, 2022. Additionally, the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued February 18, 2022. Amounts paid to Enterprise Technology Consulting, a Company 100% owned by Dave Christensen, CEO, for consulting services during the three months ended March 31, 2022 was $7,500. The Company paid Lans Holdings Inc., by delivery in escrow on November 3, 2021, an amount equal to USD $8,200,000. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of March 31, 2022, the principal balance of the outstanding auto loan was $4,380. On August 18, 2021, through a Stock Purchase Agreement the Company acquired 50,000,000 shares of common stock from Aesthetic Marketing Group, LLC which represented 100% of the outstanding shares. These shares were acquired from Aesthetic Marketing Group, LLC. Aesthetic Marketing Group, LLC is wholly owned by Benito Novas, CEO of Global Stem Cell Group, Inc. Benito Novas’, (CEO of Global Stem Cell Group, Inc.) brother, sister and nephew provide marketing/administrative and training/R&D services to Global Stem Cells Group and were paid as consultants during the periods ending March 31, 2022 and December 31, 2021 in aggregate of $40,985 and $101,175, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES On May 12, 2015, the Company issued a convertible promissory Note (the “Note”) in the principal amount of $25,000 to Tarpon Bay Partners, LLC (“Tarpon Bay”) whose principal at the time is now known as a “Bad Actor” under SEC rules. On or about January 23, 2017, Tarpon Bay elected to convert principal and interest under the Note into shares of the Company’s common stock. On or about June 6, 2017 the Note was assigned to J.P. Carey Enterprises, Inc. (“J.P.”). On or about June 7, 2017, J.P. elected to convert principal and interest under the Note into shares of the Company’s common stock. Joseph Canouse, a principal at J.P., initiated a lawsuit against the Company in Fulton County Court, in Georgia for, among other things, breach of contract. A default judgment was entered into against the Company for failure to response to these claims. The court then issued an Order of Judgement against the Company in the amount of $282,500 which was recorded in accounts payable as of December 31, 2017. The Company appealed the Courts’ decision and in November 2018, while the Court of Appeals affirmed liability under the judgment, the Court of Appeals vacated the award of the entire judgment amount and remanded the case back to the trial court with instructions. On June 23, 2021, the Company entered into a settlement agreement for an outstanding lawsuit for consideration of $300,000 in cash and 1,092,866 shares of common stock in the amount of $213,109. The $513,109 settlement was offset by the $282,500 which was recorded in accounts payable as of December 31, 2017 resulting in expense of $231,109 during the six months ended June 30, 2021. On June 28, 2021, the Company paid $300,000 in cash and issued 1,092,866 shares of common stock as settlement of the lawsuit, in the amount of $213,109, resulting in an outstanding balance of $0 as of December 31, 2021. Per an Agreement between Global Stem Cell Group and a lender dated November 17, 2020, in the event that any of Global Stem Cell Group, and/or the Entities and /or Parent (individually the “Company” and collectively the “Companies”) dispose of any Assets to any party or third party or parties (an “Asset Disposition”), then Global Stem Cell Group shall undertake to cause such party, third party or parties to acquire the Right from the Investor. The consideration for the Right shall be equal to the fair value (“FV”) of the Assets at the time of the Asset Disposition (the “Asset Disposition Payment”). The Asset Disposition Payment shall not exceed 27.5% (twenty-seven and a half percent) of the FV of the Assets. As part of the agreement, should the Global Stem Cell Group consummate its acquisition agreement with Meso Numismatics, Inc., so long as Meso Numismatics, Inc. agrees to be bound by the provision after the acquisition, then that provision will not trigger at the time of sale of the Global Stem Cell Group to Meso Numismatics, Inc. During the period ending December 31, 2021, Global Stem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV beginning January 16 2022 and ending on January 15, 2024. The property is located in the Tulum Trade Center, consisting of 1,647 square feet with a monthly rent of $2,714 and security deposit of $5,588. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 9 – PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: March 31, December 31, Computer and office equipment (5 year useful life) $ 66,445 $ 66,445 Less: accumulated depreciation (46,461 ) (43,536 ) Total property and equipment, net $ 19,984 $ 22,909 Depreciation expense for the three months ended March 31, 2022 and March 31, 2021 was $2,926 and $200, respectively. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2022 | |
Acquisition [Abstract] | |
ACQUISITION | NOTE 10 – ACQUISITION On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. were acquired for $225,000 in cash, the issuance of 1,000,000 shares of preferred series AA stock and the issuance of 8,974 shares of preferred series DD stock. The preliminary purchase price for the merger was determined to be $6.229 million, which consists of (i) 1 million shares of Series AA preferred stock valued at approximately $964,000, (ii) 8,974 shares of Series DD preferred stock valued at approximately $5.04 million and (iii) $225,000 in cash of which $175,000 was advanced in prior to closing of the transaction. The Company accounted for the Stock Purchase Agreement as a business combination under the acquisition method of accounting. Under ASC 805 Business Acquisitions, determination of the accounting acquirer follows the requirements for control contained within ASC 810 Consolidations. Meso Numismatics, Inc. was determined to be the accounting acquirer based upon the terms of the Stock Purchase Agreement and other factors including the voting provisions contained within the Series AA preferred stock. Those voting provisions require that for (1) any change of control or (2) for any change in directors that the Series AA can only vote in a unanimous fashion, therefore the shares held by the current CEO and board Chairman prior to the date of the acquisition remain in control of the combined entity. In addition, no new officers or directors were brought on board as a result of the acquisition. The following table presents an allocation of the purchase price to the net assets acquired, inclusive of intangible assets, with the excess fair value recorded to goodwill. The goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of Global Stem Cells Group, planned growth in new markets, and synergies expected to be achieved from the combined operations of Meso Numismatics, Inc. and Global Stem Cells Group. Description As of Cash Payments to GSCG $ 225,000 Fair value of 1,000,000 shares of preferred series AA stock 963,866 Fair value of 8,974 shares of preferred series DD stock 5,038,576 Accounts payable and accrued liabilities 164,252 Note payables 407,588 Due to MESO 250,000 Total consideration $ 7,049,282 Cash and cash equivalents 716,647 Accounts receivable 14,006 Property and equipment, net 25,491 Intangible assets, net 487,700 Total fair value of assets acquired 1,243,844 Consideration paid in excess of fair value (Goodwill) (1) $ 5,805,438 (1) The consideration paid in excess of the net fair value of assets acquired and liabilities assumed has been recognized as goodwill. Under the provisions of purchase accounting, the Company has up to 1 year from the date of the acquisition to finalize the accounting for the assets acquired and liabilities assumed. The amounts included in the table above are therefore still subject to revision should additional information become available to the Company regarding the assets acquired and liabilities assumed. |
Intellectual Property
Intellectual Property | 3 Months Ended |
Mar. 31, 2022 | |
Intellectual Property Disclosures [Abstract] | |
INTELLECTUAL PROPERTY | 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: March 31, December 31, Tradename - Trademarks $ 87,700 $ 87,700 Intellectual Property / Licenses 363,000 363,000 Customer Base 37,000 37,000 Intangible assets 487,700 487,700 Less: accumulated amortization (60,127 ) (36,076 ) Total intangible assets, net $ 427,573 $ 451,624 Amortization is computed on straight-line method based on estimated useful lives of 5 years. During the three months ended March 31, 2022 and March 31, 2021, the Company recorded amortization expense of the intellectual property of $24,051 and $0, respectively. |
Operating Leases
Operating Leases | 3 Months Ended |
Mar. 31, 2022 | |
Operating Leases [Abstract] | |
OPERATING LEASES | NOTE 12 – OPERATING LEASES Global Stem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV beginning January 16 2022 and ending on January 15, 2024. The property is located in the Tulum Trade Center, consisting of 1,647 square feet with a monthly rent of $2,714 and security deposit of $5,588. In January 2022, the Company began the buildout of the clinic and order equipment. The Cancun facility is to be inaugurated in May 2022 is accredited both by the Mexican General Health Council and Cofepris (Mexican FDA). The following table summarizes the Company’s undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease: 2022 $ 32,568 2023 27,140 2024 — 2025 — 2026 — Total undiscounted cash payments 59,708 Less interest (3,832 ) Present value of payments $ 55,876 |
Other Assets
Other Assets | 3 Months Ended |
Mar. 31, 2022 | |
Other Assets [Abstract] | |
OTHER ASSETS | NOTE 13 – OTHER ASSETS During the period ending December 31, 2021, Global Stem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV beginning January 16 2022 and ending on January 15, 2024. The property is located in the Tulum Trade Center, consisting of 1,647 square feet with a monthly rent of $2,714 and security deposit of $5,588. |
Prepaid Expenses
Prepaid Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expenses [Abstract] | |
PREPAID EXPENSES | NOTE 14 – PREPAID EXPENSES During the period ending March 31, 2022, Global Stem Cell Group, Inc. had made prepayments towards the buildout of the clinic at the Tulum Trade Center and purchase of equipment in the amount of $121332. The Cancun facility is to be inaugurated in May 2022 is accredited both by the Mexican General Health Council and Cofepris (Mexican FDA). |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to March 31, 2022 through the date these financial statements were issued and have determined that we do not have any other material subsequent events to disclose or recognize in these financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Pure Hospitality Solutions, Inc., Meso Numismatics, Corp., and Global Stem Cells Group Inc. (since August 18, 2021). These condensed consolidated financial statements have been prepared and, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the consolidated financial position and the consolidated statements of income and consolidated cash flows for the periods presented in conformity with generally accepted accounting principles for interim consolidated financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X, Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2021, filed on May 5, 2022, which can be found at www.sec.gov. All significant intercompany transactions have been eliminated in consolidation. |
Use of Estimates in Financial Statement Presentation | Use of Estimates in Financial Statement Presentation The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates included in these financial statements are associated with accounting for the derivative liability, valuation of preferred stock, and for the valuation of assets and liabilities in business combination. |
Reclassifications | Reclassifications Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. No change in net loss resulted from these reclassifications. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At March 31, 2022 and December 31, 2021, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of March 31, 2022 and December 31, 2021. Our cash balances at financial institutions may exceed the Federal Deposit Insurance Company’s (FDIC) insured limit of $250,000 from time to time. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $0 and $0 as of March 31, 2022 and December 31, 2021, respectively. |
Intangible Assets | Intangible Assets Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment was recognized for the quarter ended March 31, 2022. |
Lease Accounting | Lease Accounting The Company leases office space and clinical space under a lease arrangement. These properties are generally leased under non-cancelable agreements that contain lease terms in excess of twelve months on the date of entry as well as renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for base minimum rental payment, as well non-lease components including insurance, taxes, maintenance, and other common area costs. At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of twelve months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using the rate implicit in the contract if available or an estimate of our incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The discount rates used for the initial measurement of lease liabilities as of the date of entry were based on the original lease terms. Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the non-cancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain real estate lease agreements require payments for non-lease costs such as utilities and common area maintenance. The Company has elected an accounting policy to not separate implicit components of the contract that may be considered non-lease related. Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. The lease payments are allocated between a reduction of the lease liability and interest expense. Depreciation of the right-of-use asset for operating leases reflects the use of the asset on straight-line basis over the expected term of the lease. |
Goodwill | Goodwill Goodwill represents the excess acquisition cost over the fair value of net tangible and intangible assets acquired. Goodwill is not amortized and is subject to annual impairment testing on or between annual tests if an event or change in circumstance occurs that would more likely than not reduce the fair value of a reporting unit below its carrying value. In testing for goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is not required. If the Company concludes otherwise, the Company is required to perform the two-step impairment test. The goodwill impairment test is performed at the reporting unit level by comparing the estimated fair value of a reporting unit with its respective carrying value. If the estimated fair value exceeds the carrying value, goodwill at the reporting unit level is not impaired. If the estimated fair value is less than the carrying value, further analysis is necessary to determine the amount of impairment, if any, by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of the reporting unit’s goodwill. |
Derivative Instruments | 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 | Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of products by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company’s main sources of revenue are comprised of the following: ● Training-GSCG offers a Stem Cell & Exosomes Certification Program where physicians attending this training sessions will take advantage of a full review of stem cell biology, characterization and regenerative properties of cells and cell products, cytokines and growth factors and how can be apply in the clinic. The physicians will pay for the training sessions upfront and receives all the material and certificate upon completion of seminar which is when revenue is recognized by GSCG. ● Products-Physicians can order SVF Kits through GSCG which includes EC Certificate from Institute for Testing and Certificating, Inc. SVT Kits are paid for upfront and shipped from third party directly to physicians. Revenue is recognized by GSCG when product is shipped. ● Equipment- Physicians can order equipment through GSCG which includes warranty from manufacture of equipment. Equipment is paid for upfront and shipped from manufacture directly to physicians. Revenue is recognized by GSCG when product is shipped. ● Rare coins and banknotes-MESO acquires rare coins and banknotes from Latin America at reduced costs and sales through its website and auctions. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration the Company receives in exchange for those products. |
Income Taxes | Income Taxes The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities, given the provisions of currently enacted tax laws. The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met. |
Net Earnings (Losses) Per Common Share | Net Earnings (Losses) Per Common Share The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. The effect of common stock equivalents is anti-dilutive with respect to losses and therefore basic and dilutive is the same Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at March 31, 2022 and December 31, 2020, respectively, because their inclusion would have been anti-dilutive. March 31, December 31, 2022 2021 Convertible notes outstanding 194,092 75,710 Convertible preferred stock outstanding 37,647,060 37,647,060 Shares underlying warrants outstanding 103,500,000 103,500,000 141,341,152 141,222,770 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments. Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 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, 2022 and December 31, 2021, 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, 2022 and December 31, 2021, the Company does not have any assets or liabilities except for convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of March 31, 2022 and December 31, 2021: Level 1 Level 2 Level 3 Total March 31, 2022 Derivative liability 14,363 14,363 Total $ - $ - $ 14,363 $ 14,363 December 31, 2021 Derivative liability 20,442 20,442 Total $ - $ - $ 20,442 $ 20,442 |
Comprehensive Income | Comprehensive Income The Company records comprehensive income as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. As of March 31 , 2022 and December 31, 2021, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. |
Stock Based Compensation | Stock Based Compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. |
New Accounting Pronouncements | New Accounting Pronouncements In March 2020, the FASB issued optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting and subsequently issued clarifying amendments. The guidance provides optional expedients and exceptions for accounting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. The optional guidance is effective upon issuance and can be applied on a prospective basis at any time between January 1, 2020 through December 31, 2022. The Company is currently evaluating the impact of adoption on its consolidated financial statements. The Company is progressing in its evaluation of LIBOR cessation exposures, including the review of debt-related contracts, leases, business development and licensing arrangements, royalty and other agreements. The Company has amended certain agreements and continues to review other agreements for potential impacts. With regard to debt-related exposures in particular, all existing interest rate swaps linked to LIBOR will mature in 2022. The Company is still evaluating the impact to its LIBOR-based debt. Based on its evaluation thus far, the Company does not anticipate a material impact to its consolidated financial statements as a result of reference rate reform. In October 2021, the FASB issued amended guidance that requires acquiring entities to recognize and measure contract assets and liabilities in a business combination in accordance with existing revenue recognition guidance. The amended guidance is effective for interim and annual periods in 2023 and is to be applied prospectively. Early adoption is permitted on a retrospective basis to the beginning of the fiscal year of adoption. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements for prior acquisitions; however, the impact in future periods will be dependent upon the contract assets and contract liabilities acquired in future business combinations. In November 2021, the FASB issued new guidance to increase the transparency of transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance requires annual disclosures of such transactions to include the nature of the transactions and the significant terms and conditions, the accounting treatment and the impact to the company’s financial statements. The guidance is effective for annual periods beginning in 2022 and is to be applied on either a prospective or retrospective basis. The Company is currently evaluating the impact of adoption on its consolidated financial statements. Other accounting standards and amendments to existing accounting standards that have been issued and have future effective dates are not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements |
Going Concern | 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 $48 million and a working capital deficit of $2,200,000 as of March 31, 2022 and future losses are anticipated. These factors, among others, generally tend to raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company will require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of weighted average diluted shares | March 31, December 31, 2022 2021 Convertible notes outstanding 194,092 75,710 Convertible preferred stock outstanding 37,647,060 37,647,060 Shares underlying warrants outstanding 103,500,000 103,500,000 141,341,152 141,222,770 |
Schedule of assets and liabilities measured at fair value | Level 1 Level 2 Level 3 Total March 31, 2022 Derivative liability 14,363 14,363 Total $ - $ - $ 14,363 $ 14,363 December 31, 2021 Derivative liability 20,442 20,442 Total $ - $ - $ 20,442 $ 20,442 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue by product category | For the Three Months Ended 2022 2021 Coins and banknotes $ 11,330 $ 4,443 Training 53,394 - Product supplies 154,817 - Equipment 90,537 - Total revenue $ 310,078 $ 4,443 |
Schedule of revenues, cost of revenues, gross profits, assets and net loss | For the Three Months Ended March 31, 2022 Global Stem Meso Cells Group Numismatics Total Revenue $ 298,748 $ 11,330 $ 310,078 Cost of revenue 192,484 11,109 203,593 Gross profit $ 106,264 $ 221 $ 106,485 Gross Profit % 35.57 % 1.95 % 34.34 % Assets $ 7,723,828 $ 1,233,150 $ 8,956,978 Net loss $ (1,463,046 ) $ (213,917 ) $ (1,676,963 ) |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes | March 31, December 31, 2022 2021 Convertible notes payable $ 72,252 $ 72,252 Less: Discount 33,426 38,270 Convertible notes payable, net $ 38,826 $ 33,982 |
Schedule of promissory | March 31, December 31, 2022 2021 Promissory notes payable $ 20,241,939 $ 20,243,335 Less: Discount 6,390,358 6,822,622 Less: Deferred finance costs 74,247 82,466 Promissory notes payable, net $ 13,777,334 $ 13,338,247 |
Schedule of fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation | March 31, 2022 Common stock issuable 194,092 Market value of common stock on measurement date $ 0.07 Adjusted exercise price $ 0.06 Risk free interest rate 1.60 % Instrument lives in years 2.75 Year Expected volatility 114 % Expected dividend yields None |
Schedule of fair value of the derivative liability | Balance at December 31, 2020 $ - Additions 24,186 Fair value loss (3,744 ) Conversions - Balance at December 31, 2021 20,442 Additions - Fair value gain (6,079 ) Conversions - Balance at March 31, 2022 $ 14,363 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant transactions | Number of Weighted Outstanding at year ended December 31, 2020 16,000,000 $ 0.030 Granted 87,500,000 0.091 Exercised - - Expired - - Outstanding at year ended December 31, 2021 103,500,000 $ 0.082 Granted - - Exercised - - Expired - - Outstanding at quarter ended March 31, 2022 103,500,000 $ 0.082 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | March 31, December 31, Computer and office equipment (5 year useful life) $ 66,445 $ 66,445 Less: accumulated depreciation (46,461 ) (43,536 ) Total property and equipment, net $ 19,984 $ 22,909 |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Acquisition [Abstract] | |
Schedule of consideration paid allocated to the assets and liabilities | Description As of Cash Payments to GSCG $ 225,000 Fair value of 1,000,000 shares of preferred series AA stock 963,866 Fair value of 8,974 shares of preferred series DD stock 5,038,576 Accounts payable and accrued liabilities 164,252 Note payables 407,588 Due to MESO 250,000 Total consideration $ 7,049,282 Cash and cash equivalents 716,647 Accounts receivable 14,006 Property and equipment, net 25,491 Intangible assets, net 487,700 Total fair value of assets acquired 1,243,844 Consideration paid in excess of fair value (Goodwill) (1) $ 5,805,438 (1) The consideration paid in excess of the net fair value of assets acquired and liabilities assumed has been recognized as goodwill. |
Intellectual Property (Tables)
Intellectual Property (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Intellectual Property [Abstract] | |
Schedule of fair Value of the intangible assets | March 31, December 31, Tradename - Trademarks $ 87,700 $ 87,700 Intellectual Property / Licenses 363,000 363,000 Customer Base 37,000 37,000 Intangible assets 487,700 487,700 Less: accumulated amortization (60,127 ) (36,076 ) Total intangible assets, net $ 427,573 $ 451,624 |
Operating Leases (Tables)
Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block [Abstract] | |
Schedule of undiscounted cash payment obligations for its non-cancelable lease liabilities | 2022 $ 32,568 2023 27,140 2024 — 2025 — 2026 — Total undiscounted cash payments 59,708 Less interest (3,832 ) Present value of payments $ 55,876 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | Nov. 27, 2019 | Jul. 02, 2018 | Aug. 04, 2017 | Aug. 18, 2021 | Jun. 22, 2021 | Jun. 27, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 26, 2020 | Nov. 16, 2016 |
Organization and Description of Business (Details) [Line Items] | ||||||||||
Preferred stock share issued (in Shares) | 25,000 | |||||||||
Reverse stock split, description | 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. | |||||||||
Bear interest rate, description | ●Assumed 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. | |||||||||
Compensation expense | $ 1,163,357 | |||||||||
Convertible redeemable notes issued | 1,079,626 | |||||||||
Purchase agreement acquiring description | 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). | |||||||||
Issuance shares | 1,000 | |||||||||
Cash payment | 8,200,000 | |||||||||
General and administrative expense | $ 8,200,000 | |||||||||
Series CC Convertible Preferred Stock [Member] | ||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||
Preferred stock, shares issued (in Shares) | 1,000 | |||||||||
Preferred stock value issued | $ 83,731 | |||||||||
Conversion shares (in Shares) | 1,000 | |||||||||
Conversion price, per share (in Dollars per share) | $ 0.8 | |||||||||
Series AA Super Voting Preferred Stock [Member] | ||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||
Preferred stock, shares issued (in Shares) | 1,000,000 | 1,050,000 | ||||||||
Stock repurchase (in Shares) | 1,000,000 | |||||||||
Granted shares (in Shares) | 50,000 | |||||||||
Series DD Convertible Preferred Stock [Member] | ||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||
Preferred stock, shares issued (in Shares) | 8,974 | 9,422 | ||||||||
Lans Holdings Inc [Member] | ||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||
Acquired shares of common stock (in Shares) | 50,000,000 | 50,000,000 | ||||||||
Escrow amount | $ 8,200,000 | |||||||||
Lans Holdings Inc [Member] | Series CC Convertible Preferred Stock [Member] | ||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||
Preferred stock, shares issued (in Shares) | 1,000 | |||||||||
Preferred stock value issued | $ 83,731 | |||||||||
Benito Novas [Member] | ||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||
Amount owned to shareholder | $ 50,000 | |||||||||
Business Combination [Member] | ||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||
Ownership interest, percentage | 100.00% | 100.00% | ||||||||
Secured Loan Agreement [Member] | ||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||
Acquired shares of common stock (in Shares) | 70,000,000 | |||||||||
Face value of senior secured promissory note | $ 11,600,000 | |||||||||
Original issue discount | $ 1,100,000 | |||||||||
Common stock purchase warrant term | 3 years | |||||||||
Exercise price (in Dollars per share) | $ 0.1 | |||||||||
Senior Secured Promissory Note [Member] | ||||||||||
Organization and Description of Business (Details) [Line Items] | ||||||||||
Restricted cash | $ 8,200,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Federal deposit insurance | $ 250,000 | |
Doubtful accounts | 0 | $ 0 |
Accumulated deficit | 48,000,000 | |
Working capital | $ 2,200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of weighted average diluted shares - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of weighted average diluted shares [Abstract] | ||
Convertible notes outstanding | 194,092 | 75,710 |
Convertible preferred stock outstanding | 37,647,060 | 37,647,060 |
Shares underlying warrants outstanding | 103,500,000 | 103,500,000 |
Total Outstanding | 141,341,152 | 141,222,770 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities measured at fair value - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities measured at fair value [Line Items] | ||
Derivative liability | $ 14,363 | $ 20,442 |
Total | 14,363 | 20,442 |
Level 3 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities measured at fair value [Line Items] | ||
Derivative liability | 14,363 | 20,442 |
Total | 14,363 | 20,442 |
Level 1 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities measured at fair value [Line Items] | ||
Total | ||
Level 2 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities measured at fair value [Line Items] | ||
Total |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of revenue by product category - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue from External Customer [Line Items] | |||
Total revenue | $ 310,078 | $ 4,443 | $ 4,443 |
Coins and banknotes [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 11,330 | 4,443 | |
Training [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 53,394 | ||
Product supplies [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 154,817 | ||
Equipment {Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | $ 90,537 |
Revenue Recognition (Details)_2
Revenue Recognition (Details) - Schedule of revenues, cost of revenues, gross profits, assets and net loss | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Segment Reporting Information [Line Items] | |
Revenue | $ 310,078 |
Cost of revenue | 203,593 |
Gross profit | $ 106,485 |
Gross Profit % | 34.34% |
Assets | $ 8,956,978 |
Net loss | (1,676,963) |
Global Stem Cells Group [Member] | |
Segment Reporting Information [Line Items] | |
Revenue | 298,748 |
Cost of revenue | 192,484 |
Gross profit | $ 106,264 |
Gross Profit % | 35.57% |
Assets | $ 7,723,828 |
Net loss | (1,463,046) |
Meso Numismatics [Member] | |
Segment Reporting Information [Line Items] | |
Revenue | 11,330 |
Cost of revenue | 11,109 |
Gross profit | $ 221 |
Gross Profit % | 1.95% |
Assets | $ 1,233,150 |
Net loss | $ (213,917) |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Dec. 30, 2021 | Sep. 20, 2021 | Sep. 18, 2021 | Aug. 18, 2021 | Jun. 22, 2021 | Jan. 06, 2021 | Dec. 09, 2020 | Dec. 07, 2020 | Jul. 15, 2020 | Jul. 13, 2020 | Dec. 03, 2019 | Nov. 25, 2019 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 |
Notes Payable (Details) [Line Items] | |||||||||||||||||
Price per share (in Dollars per share) | $ 1.2 | ||||||||||||||||
Description of convertible debentures | 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. | ||||||||||||||||
Amortization of debt discount (in Shares) | 81,043 | ||||||||||||||||
Aggregate exchange amount | $ 97,252 | ||||||||||||||||
Payments on the outstanding convertible notes | $ 25,000 | ||||||||||||||||
Outstanding promissory notes payable | $ 20,241,939 | $ 20,243,335 | |||||||||||||||
Accrued interest | 251,144 | 251,144 | |||||||||||||||
Notes payable outstanding | 72,252 | 72,252 | |||||||||||||||
Bear interest | 18.00% | 18.00% | 10.00% | ||||||||||||||
Outstanding loan | $ 130,025 | ||||||||||||||||
Accrued interest | $82,804 | ||||||||||||||||
Price per share (in Dollars per share) | $ 1.2 | ||||||||||||||||
Premium paid | 20.00% | ||||||||||||||||
Promissory debentures lender amount | $ 84,000 | $ 6,000 | |||||||||||||||
Outstanding balance | 70,000 | 5,000 | |||||||||||||||
Net of discount | $ 14,000 | $ 1,000 | |||||||||||||||
Promissory debentures, description | the Company entered into a Promissory Debentures with a lender in the amount of $1,100,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $1,000,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 at the time of issuance as a discount. | the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 at the date the warrants were issued as a discount. Lender is granted senior security interest and lien in all rights, title and interest in the assets and property of the Company as collateral.On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of March 31, 202, the principal balance of the outstanding auto loan was $4,380. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company assumed the November 17, 2020, agreement with an Investor for proceeds in the amount of $400,000 treated as a promissory. In exchange for the gross proceeds, the Investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. The payments of the payment percentage shall be calculated by multiplying the gross quarterly revenues appearing in the financial statements by the payment percentage and treated as accrued interest. Payments shall be made ninety (90) days from the end of each respective fiscal quarter with the first payment to be made on the quarter ending December 31, 2020. Payments may be accrued and deferred if payment would deplete cash, cash equivalent and/or short term investment balances on each respective fiscal quarter by more than twenty (20%) percent. As of March 31, 2022, the principal balance of the outstanding loan was $400,000 and accrued interest totals $110,858. This debt instrument is currently in default due to the non-payment of interest. On September 20, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,100,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes may be repaid in whole or in part at any time prior to maturity. | the Company entered into a Promissory Debentures with a lender in the amount of $1,000,000 which bear interest at eighteen (15%) percent and have a one (1) year maturity date and cashless warrants to purchase 10,000,000 shares of our common stock, at exercise prices of $0.03 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $900,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 at the date of issuance as a discount. This debt instrument is currently in default as of January 6, 2022.On June 22, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 at the date the warrants were issued as a discount. Lender is granted senior security interest and lien in all rights, title and interest in the assets and property of the Company as collateral. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of March 31, 202, the principal balance of the outstanding auto loan was $4,380. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company assumed the November 17, 2020, agreement with an Investor for proceeds in the amount of $400,000 treated as a promissory. In exchange for the gross proceeds, the Investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. The payments of the payment percentage shall be calculated by multiplying the gross quarterly revenues appearing in the financial statements by the payment percentage and treated as accrued interest. Payments shall be made ninety (90) days from the end of each respective fiscal quarter with the first payment to be made on the quarter ending December 31, 2020. Payments may be accrued and deferred if payment would deplete cash, cash equivalent and/or short term investment balances on each respective fiscal quarter by more than twenty (20%) percent. As of March 31, 2022, the principal balance of the outstanding loan was $400,000 and accrued interest totals $110,858. This debt instrument is currently in default due to the non-payment of interest. On September 20, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,100,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes may be repaid in whole or in part at any time prior to maturity. | the Company entered into a Promissory Debentures with a lender in the amount of $110,000 which bear compounded annual interest at eighteen (18%) percent and have a two (2) year maturity date and cashless warrants to purchase 1,000,000 shares of our common stock. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $100,000, net of discount in the amount of $10,000 to the Company. The Company recorded the fair value of the 1,000,000 warrants issued with debt at approximately $17,491 at December 31, 2020 as a discount.On January 6, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,000,000 which bear interest at eighteen (15%) percent and have a one (1) year maturity date and cashless warrants to purchase 10,000,000 shares of our common stock, at exercise prices of $0.03 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $900,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 at the date of issuance as a discount. This debt instrument is currently in default as of January 6, 2022. On June 22, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 at the date the warrants were issued as a discount. Lender is granted senior security interest and lien in all rights, title and interest in the assets and property of the Company as collateral. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of March 31, 202, the principal balance of the outstanding auto loan was $4,380. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company assumed the November 17, 2020, agreement with an Investor for proceeds in the amount of $400,000 treated as a promissory. In exchange for the gross proceeds, the Investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. The payments of the payment percentage shall be calculated by multiplying the gross quarterly revenues appearing in the financial statements by the payment percentage and treated as accrued interest. Payments shall be made ninety (90) days from the end of each respective fiscal quarter with the first payment to be made on the quarter ending December 31, 2020. Payments may be accrued and deferred if payment would deplete cash, cash equivalent and/or short term investment balances on each respective fiscal quarter by more than twenty (20%) percent. As of March 31, 2022, the principal balance of the outstanding loan was $400,000 and accrued interest totals $110,858. This debt instrument is currently in default due to the non-payment of interest. On September 20, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,100,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes may be repaid in whole or in part at any time prior to maturity. | the Company exchanged $5,379,624 of principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock with three separate lenders. The new notes have a maturity date of November 23, 2023 and an aggregate principal amount of $5,379,624 shall bear interest at a fifteen (15%) percentage compounded annual interest rate and, as an incentive; we have issued cashless warrants to purchase 15,000,000 shares of our common stock at an exercise price of $0.03 per share in connection with the restructuring. The Company recorded the fair value of the 15,000,000 warrants issued with debt at approximately $262,376 at December 31, 2020 as a discount. Lender is granted security interest and lien in all rights, title and interest in the assets and property of the as collateral. | ||||||||||||
Cash payment | $ 1,396 | 1,812 | |||||||||||||||
Interest expense | 658,177 | 1,781,394 | |||||||||||||||
Debt discount amortization expense | 432,265 | 874,476 | |||||||||||||||
Accrued interest | 2,536,429 | 1,878,251 | |||||||||||||||
Series BB Preferred Stock [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Remaining shares (in Shares) | 6,500 | ||||||||||||||||
Business Combination [Member] | Series BB Preferred Stock [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Percentage of acquire | 100.00% | ||||||||||||||||
CEO [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Converted shares (in Shares) | 18,500 | ||||||||||||||||
Common stock shares (in Shares) | 250,999 | ||||||||||||||||
Promissory note | $ 7,800 | ||||||||||||||||
CEO [Member] | Business Combination [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Share issuance of common stock (in Shares) | 25,000 | ||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Stock exchange agreement, description | through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of March 31, 202, the principal balance of the outstanding auto loan was $4,380. | ||||||||||||||||
Purchase Agreement One [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Stock exchange agreement, description | through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company assumed the November 17, 2020, agreement with an Investor for proceeds in the amount of $400,000 treated as a promissory. In exchange for the gross proceeds, the Investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. The payments of the payment percentage shall be calculated by multiplying the gross quarterly revenues appearing in the financial statements by the payment percentage and treated as accrued interest. Payments shall be made ninety (90) days from the end of each respective fiscal quarter with the first payment to be made on the quarter ending December 31, 2020. Payments may be accrued and deferred if payment would deplete cash, cash equivalent and/or short term investment balances on each respective fiscal quarter by more than twenty (20%) percent. As of March 31, 2022, the principal balance of the outstanding loan was $400,000 and accrued interest totals $110,858. This debt instrument is currently in default due to the non-payment of interest. | ||||||||||||||||
Promissory Debentures [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Promissory debentures, description | the parties wished to modify the terms of the Promissory Debentures dated July 13, 2020 in the amount of $6,000 and accrued interest in the amount of $1,578 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $7,958 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. | ||||||||||||||||
Promissory Debentures One [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Promissory debentures, description | the parties wished to modify the terms of the Promissory Debentures dated July 15, 2020 in the amount of $84,000 and accrued interest in the amount of $22,162 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $111,470 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. | ||||||||||||||||
Promissory Notes Payable Two [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Outstanding promissory notes payable | 72,252 | 72,252 | |||||||||||||||
Promissory Notes Payable [Member] | |||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||
Exchanged shares (in Shares) | 276,723 | ||||||||||||||||
Notes Payable, Noncurrent | $ 332,068 | ||||||||||||||||
Principle amount | $ 398,482 | $ 398,482 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of convertible notes - Convertible Notes [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Notes Payable (Details) - Schedule of convertible notes [Line Items] | ||
Convertible notes payable | $ 72,252 | $ 72,252 |
Less: Discount | 33,426 | 38,270 |
Convertible notes payable, net | $ 38,826 | $ 33,982 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of promissory - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of promissory [Abstract] | ||
Promissory notes payable | $ 20,241,939 | $ 20,243,335 |
Less: Discount | 6,390,358 | 6,822,622 |
Less: Deferred finance costs | 74,247 | 82,466 |
Promissory notes payable, net | $ 13,777,334 | $ 13,338,247 |
Notes Payable (Details) - Sch_3
Notes Payable (Details) - Schedule of fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Schedule of fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation [Abstract] | |
Common stock issuable (in Shares) | shares | 194,092 |
Market value of common stock on measurement date | $ 0.07 |
Adjusted exercise price | $ 0.06 |
Risk free interest rate | 1.60% |
Instrument lives in years | 2 years 9 months |
Expected volatility | 114.00% |
Expected dividend yields |
Notes Payable (Details) - Sch_4
Notes Payable (Details) - Schedule of fair value of the derivative liability - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of fair value of the derivative liability [Abstract] | ||
Beginning Balance | $ 20,442 | |
Additions | 24,186 | |
Fair value gain (loss) | (6,079) | (3,744) |
Conversions | ||
Ending Balance | $ 14,363 | $ 20,442 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) | Nov. 12, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 22, 2021 | Nov. 26, 2019 |
Convertible Preferred Stock (Details) [Line Items] | ||||||
Debt conversion, description | the Company may redeem for cash out of funds legally available therefor, any or all of the outstanding Series CC Convertible Preferred Stock at a price equal to $1,000 per share. If not converted prior, on the Automatic Conversion Date, any and all remaining issued and outstanding shares of Series CC Convertible Preferred Stock shall automatically convert at the Conversion Price, which is a price per share determined by dividing the number of issued and outstanding shares of (common?) stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8. | |||||
Preferred stock, shares issued and outstanding (in Dollars per share) | $ 83.73 | $ 83.73 | ||||
Series CC Convertible Preferred Stock [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Preferred stock, shares authorized | 1,000 | |||||
Issued and outstanding shares of stock | 1,000 | |||||
Conversion price (in Dollars per share) | $ 0.8 | |||||
Preferred stock value (in Dollars) | $ 83,731 | |||||
Convertible preferred stock | 1,000 | |||||
Issuance of shares | 1,000 | |||||
Series CC Convertible Preferred Stock [Member] | Minimum [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Authorized shares increase decreased | 1,000 | |||||
Series CC Convertible Preferred Stock [Member] | Maximum [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Authorized shares increase decreased | 8,000,000 | |||||
Lans Holdings Inc.[Member] | Series CC Convertible Preferred Stock [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Preferred stock, shares authorized | 1,000 | |||||
Issued and outstanding shares of stock | 1,000 | |||||
Conversion price (in Dollars per share) | $ 0.8 | |||||
Preferred stock value (in Dollars) | $ 83,731 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | Jul. 02, 2021 | Apr. 16, 2021 | Feb. 24, 2021 | Jan. 06, 2021 | May 02, 2014 | Mar. 23, 2022 | Sep. 20, 2021 | Aug. 18, 2021 | Jun. 22, 2021 | Nov. 26, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 18, 2022 | Dec. 23, 2021 | Jun. 28, 2021 | Jun. 26, 2020 | Mar. 29, 2017 | Jun. 30, 2014 |
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Common stock issued for consulting services (in Dollars) | $ 10,000 | $ 10,000 | |||||||||||||||||||
Common stock settlement amount (in Dollars) | $ 213,109 | ||||||||||||||||||||
Issuance of warrants | 10,000,000 | 7,500,000 | 70,000,000 | 16,000,000 | |||||||||||||||||
Warrants issued for debt (in Dollars) | $ 237,811 | $ 360,607 | $ 5,465,726 | ||||||||||||||||||
Risk-free interest rate | 1.60% | ||||||||||||||||||||
Expected life | 3 years | ||||||||||||||||||||
Aggregate vote percentage | 67.00% | ||||||||||||||||||||
Final payment (in Dollars) | $ 50,000 | $ 225,000 | |||||||||||||||||||
Convertible common stock description | 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. | ||||||||||||||||||||
Professional service consulting description | In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on annual rate of $90,000, starting January 1, 2022. Additionally, the agreement included an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued February 18, 2022. | ||||||||||||||||||||
Other expenses (in Dollars) | $ 503,552 | ||||||||||||||||||||
Stock payable – related party (in Dollars) | 251,776 | ||||||||||||||||||||
Convertible preferred stock | 448 | ||||||||||||||||||||
Recorded as stock payable (in Dollars) | $ 251,536 | ||||||||||||||||||||
2021 Transactions [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Share issued for consulting services | 33,772 | 36,232 | |||||||||||||||||||
Common stock issued for consulting services (in Dollars) | $ 10,000 | $ 10,000 | |||||||||||||||||||
Common stock shares issued | 52,659 | 1,092,866 | |||||||||||||||||||
Common stock settlement amount (in Dollars) | $ 10,000 | $ 213,109 | |||||||||||||||||||
Common stock, shares outstanding | 12,161,403 | ||||||||||||||||||||
2022 Transactions [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Share issued for consulting services | 76,278 | ||||||||||||||||||||
Common stock issued for consulting services (in Dollars) | $ 10,000 | ||||||||||||||||||||
Common stock shares issued | 12,085,125 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Common stock authorized shares, description | The Board of Directors and shareholders were required to increase the number of authorized shares of common stock from (a) 200,000,000 to 500,000,000 during June 2015, (b) 500,000,000 to 1,500,000,000 during July 2015, and (c) 1,500,000,000 to 6,500,000,000 during March 2016, to adhere to the Company’s contractual obligation to maintain the required reserve share amount for debtholders. | ||||||||||||||||||||
Share issued for consulting services | 76,278 | 36,232 | |||||||||||||||||||
Common stock issued for consulting services (in Dollars) | $ 76 | $ 36 | |||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Issuance of warrants | 10,000,000 | 7,500,000 | 70,000,000 | 16,000,000 | |||||||||||||||||
Exercise price per warrant (in Dollars per share) | $ 0.033 | $ 0.085 | $ 0.1 | $ 0.03 | |||||||||||||||||
Warrants expiration term | 3 years | ||||||||||||||||||||
Warrants issued for debt (in Dollars) | $ 279,867 | ||||||||||||||||||||
Warrants expire year | 3 years | 3 years | 3 years | ||||||||||||||||||
Risk-free interest rate | 0.20% | ||||||||||||||||||||
Expected life | 3 years | ||||||||||||||||||||
Expected dividend rate | 0.00% | 0.00% | |||||||||||||||||||
Expected volatility | 411.72% | ||||||||||||||||||||
Minimum [Member] | Warrant [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Risk-free interest rate | 0.20% | ||||||||||||||||||||
Expected volatility | 338.36% | ||||||||||||||||||||
Maximum [Member] | Warrant [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Risk-free interest rate | 0.45% | ||||||||||||||||||||
Expected volatility | 394.78% | ||||||||||||||||||||
S & M Chuah Enterprises Ltd [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Series AA super voting preferred stock exchange, description | 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. | ||||||||||||||||||||
Series AA Preferred Stock [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Preferred stock designated, authorizing | (11,000,000) | ||||||||||||||||||||
Preferred stock designated, per share value (in Dollars per share) | $ 0.001 | ||||||||||||||||||||
Series AA super voting preferred stock exchange, description | 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. | ||||||||||||||||||||
Increase in authorized shares | 1,050,000 | ||||||||||||||||||||
Repurchase of shares | 1,000,000 | ||||||||||||||||||||
Aggregate total purchase price (in Dollars) | $ 160,000 | ||||||||||||||||||||
Purchase shares | 1,000,000 | ||||||||||||||||||||
Preferred shares issued | 1,000,000 | 1,050,000 | |||||||||||||||||||
Preferred shares outstanding | 1,050,000 | ||||||||||||||||||||
Series DD Convertible Preferred Stock [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Purchase shares | 8,974 | ||||||||||||||||||||
Preferred shares issued | 8,974 | 9,422 | |||||||||||||||||||
Preferred shares outstanding | 9,870 | 9,422 | |||||||||||||||||||
Conversion of preferred stock, description | On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing ten thousand (10,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series DD Convertible Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. | ||||||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 3.17 | ||||||||||||||||||||
Convertible preferred stock descriptions | 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. | ||||||||||||||||||||
Convertible preferred stock description | 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 issued February 18, 2022 was recorded as stock payable. | ||||||||||||||||||||
Series BB Preferred Stock [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Preferred stock designated, authorizing | (1,000,000) | ||||||||||||||||||||
Preferred stock designated, per share value (in Dollars per share) | $ 0.001 | ||||||||||||||||||||
Preferred shares issued | 9,870 | ||||||||||||||||||||
Conversion of stock, description | 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. | ||||||||||||||||||||
Preferred stock liquidation value (in Dollars per share) | $ 1 | ||||||||||||||||||||
Conversion of preferred stock, description | As of December 31, 2019, 81,043 Preferred Series BB shares were exchanged for an aggregate of $97,252 convertible notes and 276,723 Preferred Series BB shares were exchanged for an aggregate of $332,068 promissory notes of which 78,620 were returned and cancelled and 279,146 were still outstanding at December 31, 2020. During the three months ended March 31, 2021, the remaining 279,146 were returned and cancelled. | ||||||||||||||||||||
Current Director and President [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Granted shares | 50,000 |
Stockholders Equity (Details) -
Stockholders Equity (Details) - Schedule of warrant transactions - Warrants [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders Equity (Details) - Schedule of warrant transactions [Line Items] | ||
Number of Warrants, Outstanding | 103,500,000 | 16,000,000 |
Weighted Average Exercise Price, Outstanding | $ 0.082 | $ 0.03 |
Number of Warrants, Granted | 87,500,000 | |
Weighted Average Exercise Price, Granted | $ 0.091 | |
Number of Warrants, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Warrants, Expired | ||
Weighted Average Exercise Price, Expired | ||
Number of Warrants, Outstanding | 103,500,000 | 103,500,000 |
Weighted Average Exercise Price, Outstanding | $ 0.082 | $ 0.082 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 03, 2021 | Aug. 18, 2021 | Jan. 08, 2021 | Jan. 08, 2019 | Mar. 31, 2022 | Mar. 31, 2021 |
Related Party Transactions (Details) [Line Items] | ||||||
Professional service consulting agreement description | In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on annual rate of $90k starting January 1, 2022. Additionally, the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued February 18, 2022. | |||||
Company owned percentage | 100.00% | |||||
Consulting services | $ 7,500 | |||||
Escrow amount | $ 8,200,000 | |||||
Stock purchase agreement percentage | 100.00% | |||||
Original loan amount | $ 20,991 | |||||
Payment for loan | $ 504.94 | |||||
Outstanding auto loan | 4,380 | |||||
Outstanding shares percentage | 100.00% | |||||
Aggregate amount | $ 40,985 | |||||
Benito Novas [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Loan interest percentage | 8.99% | |||||
Benito Novas [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Cash acquired | $ 45,000 | |||||
Aesthetic Marketing Group, LLC [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Common stock shares issued (in Shares) | 50,000,000 | |||||
Global Stem Cell Group, Inc [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Aggregate amount | $ 101,175 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 28, 2021USD ($)shares | Jun. 23, 2021USD ($)shares | Mar. 31, 2022 | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($)m² | Dec. 31, 2017USD ($) | May 12, 2015USD ($) | |
Commitments and Contingencies (Details) [Line Items] | |||||||
Accounts payable | $ 282,500 | ||||||
Cash paid common stock | $ 300,000 | ||||||
Issued shares of common stock (in Shares) | shares | 1,092,866 | ||||||
Common stock settlement amount | $ 213,109 | ||||||
Outstanding balance | $ 0 | ||||||
Asset disposition payment | 27.50% | ||||||
Area of land held (in Square Meters) | m² | 1,647 | ||||||
Monthly rent | $ 2,714 | ||||||
Security deposit | $ 5,588 | ||||||
Settlement Agreement [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Accounts payable | $ 282,500 | ||||||
Sale of stock consideration in cash | $ 300,000 | ||||||
Shares of common stock issued (in Shares) | shares | 1,092,866 | ||||||
Common stock amount | $ 213,109 | ||||||
Litigation settlement amount | $ 513,109 | ||||||
Litigation settlement, expense | $ 231,109 | ||||||
Tarpon Bay Partners, LLC [Member] | |||||||
Commitments and Contingencies (Details) [Line Items] | |||||||
Principal amount | $ 25,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 2,926 | $ 200 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (46,461) | $ (43,536) |
Total property and equipment, net | 19,984 | 22,909 |
Computer and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Computer and office equipment (5 year useful life) | $ 66,445 | $ 66,445 |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Schedule of property and equipment, net (Parentheticals) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of property and equipment, net [Abstract] | |
Estimated useful life | 5 years |
Acquisition (Details)
Acquisition (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Aug. 18, 2021 | Mar. 31, 2022 | |
Acquisition (Details) [Line Items] | ||
Outstanding shares, percentage | 100.00% | |
Acquired in cash (in Dollars) | $ 225,000 | |
Preferred stock, description | The preliminary purchase price for the merger was determined to be $6.229 million, which consists of (i) 1 million shares of Series AA preferred stock valued at approximately $964,000, (ii) 8,974 shares of Series DD preferred stock valued at approximately $5.04 million and (iii) $225,000 in cash of which $175,000 was advanced in prior to closing of the transaction. | |
Preferred Series AA Stock [Member] | ||
Acquisition (Details) [Line Items] | ||
Issuance of shares | 1,000,000 | |
Preferred Series DD Stock [Member] | ||
Acquisition (Details) [Line Items] | ||
Issuance of shares | 8,974 |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of consideration paid allocated to the assets and liabilities - Acquisition [Member] | Aug. 18, 2021USD ($) | |
Acquisition (Details) - Schedule of consideration paid allocated to the assets and liabilities [Line Items] | ||
Cash Payments to GSCG | $ 225,000 | |
Fair value of 1,000,000 shares of preferred series AA stock | 963,866 | |
Fair value of 8,974 shares of preferred series DD stock | 5,038,576 | |
Accounts payable and accrued liabilities | 164,252 | |
Note payables | 407,588 | |
Due to MESO | 250,000 | |
Total consideration | 7,049,282 | |
Cash and cash equivalents | 716,647 | |
Accounts receivable | 14,006 | |
Property and equipment, net | 25,491 | |
Intangible assets, net | 487,700 | |
Total fair value of assets acquired | 1,243,844 | |
Consideration paid in excess of fair value (Goodwill) | $ 5,805,438 | [1] |
[1] | The consideration paid in excess of the net fair value of assets acquired and liabilities assumed has been recognized as goodwill. |
Acquisition (Details) - Sched_2
Acquisition (Details) - Schedule of consideration paid allocated to the assets and liabilities (Parentheticals) - Acquisition [Member] | Aug. 18, 2021shares |
Preferred Series AA Stock [Member] | |
Acquisition (Details) - Schedule of consideration paid allocated to the assets and liabilities (Parentheticals) [Line Items] | |
Fair value of shares | 1,000,000 |
Preferred Series DD Stock [Member] | |
Acquisition (Details) - Schedule of consideration paid allocated to the assets and liabilities (Parentheticals) [Line Items] | |
Fair value of shares | 8,974 |
Intellectual Property (Details)
Intellectual Property (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Mineral Industries Disclosures [Abstract] | ||
Estimated useful lives | 5 years | |
Amortization expense intellectual property | $ 24,051 | $ 0 |
Intellectual Property (Detail_2
Intellectual Property (Details) - Schedule of fair Value of the intangible assets - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of fair Value of the intangible assets [Abstract] | ||
Tradename - Trademarks | $ 87,700 | $ 87,700 |
Intellectual Property / Licenses | 363,000 | 363,000 |
Customer Base | 37,000 | 37,000 |
Intangible assets | 487,700 | 487,700 |
Less: accumulated amortization | (60,127) | (36,076) |
Total intangible assets, net | $ 427,573 | $ 451,624 |
Operating Leases (Details)
Operating Leases (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)ft² | |
Operating Leases (Details) [Line Items] | |
Monthly rent | $ 2,714 |
Security deposit | $ 5,588 |
HELLIMEX, S.A. [Member] | |
Operating Leases (Details) [Line Items] | |
Square feet of area (in Square Feet) | ft² | 1,647 |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of undiscounted cash payment obligations for its non-cancelable lease liabilities | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Schedule of undiscounted cash payment obligations for its non-cancelable lease liabilities [Abstract] | |
2022 | $ 32,568 |
2023 | 27,140 |
2024 | |
2025 | |
2026 | |
Total undiscounted cash payments | 59,708 |
Less interest | (3,832) |
Present value of payments | $ 55,876 |
Other Assets (Details)
Other Assets (Details) | Dec. 31, 2021USD ($)m² |
Other Assets (Details) [Line Items] | |
Tulum trade center consisting square feet (in Square Meters) | m² | 1,647 |
Monthly rent | $ | $ 2,714 |
Security deposit | $ | $ 5,588 |
HELLIMEX, S.A. [Member] | |
Other Assets (Details) [Line Items] | |
Tulum trade center consisting square feet (in Square Meters) | m² | 1,647 |
Prepaid Expenses (Details)
Prepaid Expenses (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Prepaid Expenses [Abstract] | |
Purchase of equipment amount | $ 121,332 |