Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: March 31, 2024

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

For the transition period from __________ to __________

Commission File Number: 000-56010

MESO NUMISMATICS, INC.

(Exact name of registrant as specified in its charter)

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

433 Plaza Real Suite 275

Boca Raton, Florida 33432

(Address of principal executive offices)

(800) 889-9509

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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

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

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

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

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

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

As of May 15, 2024, there were 12,493,938 shares outstanding of the registrant’s common stock.

MESO NUMISMATICS, INC.

TABLE OF CONTENTS

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)	2
	Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

MESO NUMISMATICS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2024			2023
		(Unaudited)			*
ASSETS
Current assets
Cash and cash equivalents	$	579,352		$	530,540
Accounts receivable		43,506			23,956
Prepaid expenses		45,500			20,500
Total current assets		668,358			574,996
Property and equipment, net		366,270			359,303
Other assets		7,264			5,568
Intangible assets, net		232,159			256,544
Right of use asset, net		125,004			2,714
Goodwill		1,679,978			1,679,978
Total assets	$	3,079,033		$	2,879,103

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	554,520		$	421,334
Accrued interest		7,363,741			6,597,422
Customer advances		114,880			2,000
Derivative liability		3,644			2,146
Lease liability, current portion		76,092			2,714
Notes payable, net		16,243,808			15,223,519
Total current liabilities		24,356,687			22,249,135

Long term liabilities
Lease liability, net of current portion		48,912			-
Convertible notes payable, net of discount		37,502			35,023
Notes payable – related parties		7,800			7,800
Notes payable, net of discount		2,384,656			2,382,648
Total liabilities		26,835,556			24,674,605

Stockholders’ deficit
Preferred stock, $0.001 par value 1,050,000 shares authorized as Series AA Preferred Stock; 1,050,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		1,050			1,050
Preferred stock, $0.001 par value; 10,000 shares authorized as Series DD Preferred Stock; 9,870 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		10			10
Common stock, $0.001 par value; 100,000,000 shares authorized; 12,493,938 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		12,494			12,494
Additional paid in capital		40,181,074			40,181,074
Accumulated deficit		(63,951,151	)		(61,990,131	)
Total stockholders’ deficit		(23,756,523	)		(21,795,503	)
Total liabilities and stockholders’ deficit	$	3,079,033		$	2,879,103

Derived from audited information

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

Page 1 of 35

MESO NUMISMATICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended March 31,
	2024			2023
Revenue	$	817,034		$	786,198
Cost of revenue		248,043			249,397
Gross profit		568,991			536,801

Operating expenses
Advertising and marketing		144,283			141,637
Professional fees		248,382			209,371
Officer compensation		22,500			22,500
Depreciation and amortization expense		76,572			56,628
Investor relations		23,268			2,250
General and administrative		159,091			178,626
Total operating expenses		674,096			611,012

Other income (expense)
Interest expense		(1,854,417	)		(1,600,426	)
Gain (loss) on derivative financial instruments		(1,498	)		1,927
Gain on settlement of debt		—			2,463
Net loss	$	(1,961,020	)	$	(1,670,247	)

Basic and diluted earnings (loss) per share from:
Net loss per common share, basic and diluted	$	(0.16	)	$	(0.13	)

Weighted average number of common shares outstanding, basic and diluted		12,493,938			12,443,938

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

Page 2 of 35

MESO NUMISMATICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2024

(Unaudited)

	Series AA Preferred Stock				Series DD Preferred Stock				Common Stock				Additional Paid In		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2023		1,050,000	$	1,050		9,870	$	10		12,493,938	$	12,494	$	40,181,074	$	(61,990,131	)	$	(21,795,503	)
Net loss		-		-		-				-		-		-		(1,961,020	)		(1,961,020	)
Balance, March 31, 2024		1,050,000	$	1,050		9,870	$	10		12,493,938	$	12,494	$	40,181,074	$	(63,951,151	)	$	(23,756,523	)

For the Three Months Ended March 31, 2023

(Unaudited)

	Series AA Preferred Stock				Series DD Preferred Stock				Common Stock				Additional Paid In		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2022		1,050,000	$	1,050		9,870	$	10		12,443,938	$	12,444	$	40,180,669	$	(52,176,465	)	$	(11,982,292	)
Net loss		-		-		-				-		-		-		(1,670,247	)		(1,670,247	)
Balance, March 31, 2023		1,050,000	$	1,050		9,870	$	10		12,443,938	$	12,444	$	40,180,669	$	(53,846,712	)	$	(13,652,939	)

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

Page 3 of 35

MESO NUMISMATICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended March 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,961,020	)	$	(1,670,247	)
Non-cash adjustments to reconcile net loss to net cash:
Amortization of debt discount		1,024,778			765,963
Depreciation and amortization expense		76,572			56,628
Loss (gain) from changes in derivative liability fair values		1,498			(1,927	)
Gain from settlement of debt		-			(2,463	)
Changes in operating assets and liabilities:
Accounts receivable		(19,550	)		(52,995	)
Prepaid expenses		(25,000	)		-
Other asset		(1,696	)		-
Accounts payable and accrued liabilities		1,012,384			911,816
CASH PROVIDED BY OPERATING ACTIVITIES		107,966			6,775

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(59,154	)		(5,486	)
CASH USED BY INVESTING ACTIVITIES		(59,154	)		(5,486	)

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payment on debt		-			(9,850	)
CASH USED BY FINANCING ACTIVITIES		-			(9,850	)

Net increase (decrease) in cash		48,812			(8,561	)
Cash, beginning of period		530,540			1,645,185
Cash, end of period	$	579,352		$	1,636,624

Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

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

Page 4 of 35

MESO NUMISMATICS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and History

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 cost revenues and product marketing.

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

The acquisition was completed 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 the Company 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 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 the Company’s 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 August 18, 2021, the Company 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 paid Lans Holdings Inc., by delivery in escrow, an amount equal to USD $8,200,000, which Cash Payment was used by Lans Holdings Inc. for the repurchase of all of its shares of common stock from its common shareholders. On November 3, 2021, the Company paid $8,200,000 in cash to an escrow account set up by Lans Holdings Inc.

Page 5 of 35

On October 28, 2022, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with our prior officer and director, Mr. Melvin Pereira, pursuant to which we agreed to sell Mr. Pereira 100% of our interest in Meso Numismatics Corp., a Florida corporation. In exchange, Mr. Pereira has agreed to assume all of the liabilities of Meso Numismatics, provide whatever financial and other materials needed by us to prepare and complete our financial statements for reporting purposes, and to not disparage our company. The Company reclassified $68,313 of liabilities outstanding resulting in a gain on discontinued operations at December 31, 2022.

Description of Business

As a result of this transaction, the Company is no longer engaged in the sale of coins, paper currency, bullion and medals and it has moved into what is believed to be a more lucrative opportunity for the Company - the operations of Global Stem Cell Group.

The Company believes stem cell therapy is becoming an increasingly effective clinical solution for treating conditions that traditional or conventional medicine only offers within palliative care and pain management. The Company works with doctors and their staff to provide products, solutions, equipment, services, and training to help them be successful in the application of Stem Cell Therapies. The Company combines solutions from extensive clinical research with the manufacturing and commercialization of viable cell therapy and immune support related products that it believes will change the course of traditional medicine around the world forever. The Company’s revenue comes directly from the training and the seminars, from the resale of these kits, products, and equipment, services, and from the reoccurring application of the Company’s process using the kits and solutions it provides.

Name Change

As of January 26, 2024, the Board and Majority Stockholders have approved a change in the name of the company to “Regenerative Medical Technology Group Inc.” The Company has applied to FINRA, and the corporate action is expected to become effective upon on the market effective date established by FINRA.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Global Stem Cells Group Inc. (since August 18, 2021) and Cellular Hope Institute, wholly-owned subsidiary of Global Stem Cells Group Inc. 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, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024. 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, 2023, filed on April 15, 2024, 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 goodwill, derivative liability, valuation of preferred stock, and for the valuation of assets and liabilities in business combination.

Page 6 of 35

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, 2024 and December 31, 2023, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of March 31, 2024 and December 31, 2023. 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, 2024 and December 31, 2023, 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 three months ended March 31, 2024 and the year ended December 31, 2023.

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.

Page 7 of 35

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

We test our reporting unit for impairment annually at year end or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, we record an impairment loss based on the difference between fair value and carrying amount of the reporting unit, not to exceed to the associated carrying amount of goodwill. (see Note 11 for detail of 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 Monte Carlo option pricing model to value the derivative instruments.

Revenue Recognition

The Company recognizes revenue from the sale of products under ASC 606 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 recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or services are provided. 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.

Page 8 of 35

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, 2024 and December 31, 2023, respectively, because their inclusion would have been anti-dilutive.

	March 31,		December 31,
	2024		2023
Convertible notes outstanding		88,878		293,973
Convertible preferred stock outstanding		39,090,908		39,090,908
Shares underlying warrants outstanding		77,500,000		87,500,000
		116,679,786		126,884,881

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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, the Company does not have any assets or liabilities except for derivative liabilities related to 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, 2024 and December 31, 2023:

	Level 1		Level 2		Level 3		Total
March 31, 2024
Derivative liability		-		-		3,644		3,644
Total	$	-	$	-	$	3,644	$	3,644

December 31, 2023
Derivative liability		-		-		2,146		2,146
Total	$	-	$	-	$	2,146	$	2,146

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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, 2024 and December 31, 2023, 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 ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of the London Interbank Offered Rate (“LIBOR”), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction-based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform—Scope, which clarified the scope and application of the original guidance. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform—Deferral of the Sunset Date of Topic 848. This update extends the sunset provision of ASU 2020-04 to December 31, 2024. The Company has not yet adopted this ASU and is evaluating the effect of adopting this new accounting guidance.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For companies that qualified as Smaller Reporting Companies as defined by the SEC as of November 19, 2019, ASU 2016-13 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company is evaluating the impact of the guidance on its 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 $63,951,151 and a working capital deficit of $23,688,329 as of March 31, 2024 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Page 10 of 35

The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.

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

NOTE 3 – REVENUE RECOGNITION

In accordance with FASB ASC 606, Revenue from Contracts with Customers, we determine revenue recognition through the following steps:

(1)

Identify the contract with a customer

(2)

Identify the performance obligations in the contract

(3)

Determine the transaction price

(4)

Allocate the transaction price to each performance obligation in the contract

(5)

Recognize revenue when each performance obligation is satisfied

There was no material impact on the Company’s financial statements as a result of adopting Topic 606 for the three months ended March 31, 2024 and year ended December 31, 2023.

The Company’s main source of revenue is comprised of the following:

●

Training-GSCG offers a Stem Cell & Exosomes Certification Program where physicians attending these 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 they can be applied in a clinic setting. The physicians will pay for the training sessions upfront and receive all the material and certificate upon completion of seminar. Completion of the seminar is when control is transferred and when revenue is recognized.

●

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 a third party directly to physicians. Transfer of control is when the product is shipped, which is when revenue is recognized.

●

Equipment- Physicians can order equipment through GSCG, which includes a warranty from the manufacturer of equipment. Equipment is paid for upfront and shipped from the manufacturer directly to physicians. Transfer of control is when the equipment is shipped, which is when revenue is recognized.

●

Patient procedures are the treatments GSCG is offering at its Cancun clinic. The transfer of control is when the procedures are completed, which is when revenue is recognized.

The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or as services are rendered. Revenue is measured based on the consideration the Company receives in exchange for those products.

Page 11 of 35

The following table presents the Company’s revenue by product category for the three months ended March 31, 2024 and 2023:

	For the Three Months Ended March 31,
	2024		2023
Training	$	110,333	$	181,320
Product supplies		355,481		433,673
Equipment		96,810		93,690
Patient procedures		254,410		77,515
Total revenue	$	817,034	$	786,198

Listed below are the revenues, cost of revenues, gross profits, assets and net profit (loss) by Company:

	For the Three Months Ended March 31, 2024
	Global Stem Cells Group			Meso Numismatics			Total
Revenue	$	817,034		$	-		$	817,034
Cost of revenue		248,043			-			248,043
Gross profit	$	568,991		$	-		$	568,991
Gross Profit %		69.64	%		0.00	%		69.64	%

Assets	$	1,137,238		$	1,941,795		$	3,079,033
Net profit (loss)	$	48,269		$	(2,009,289	)	$	(1,961,020	)

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 resulted in a widespread health crisis that adversely affected the economies and financial markets in which we operate. Restrictions in international travel along with in person meetings limited our training of new customers along with selling them products and equipment which adversely affecting our results of operations and financial condition during 2021 and the first six months of 2022.

During the fourth quarter of 2022 and into 2023 we started recovering from the COVID-19 pandemic with restrictions in international travel removed along with the opening of the Cancun facility in the second half of 2022, which provided a facility for physicians to come for training and preform patient procedures.

The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high-quality services and equipment. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities at the date of issuance of these financial statements. These estimates may change as new events occur and additional information is obtained.

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NOTE 4 – NOTES PAYABLE

Convertible Notes Payable

On November 25, 2019, the Company, 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 Company notice, the indebtedness shall automatically be issued in the form of a promissory note. The convertible note agreements bear no interest and have a four (4) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the investors’ sole discretion, into shares of common stock at conversion price equal to the lowest bid price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the three prior trading days including the day upon which a Notice of Conversion is received by the Company. As of December 31, 2019, 81,043 Preferred Series BB shares were exchanged for an aggregate of $97,252 convertible notes. During the periods ending March 31, 2024 and December 31, 2023, the Company made payments of $0 and $9,850, respectively, on the outstanding convertible notes.

The balance of the convertible notes as of March 31, 2024 and December 31, 2023 is as follows:

	March 31,			December 31,
	2024			2023
Convertible notes payable	$	44,939		$	57,252
Less: Discount		(7,437	)		(9,916	)
Convertible notes payable, net	$	37,502		$	35,023

During the periods ending March 31, 2024 and December 31, 2023, the Company incurred $2,479 and $7,679, respectively, of debt discount amortization expense and made payments of $0 and $9,850, respectively, on the outstanding convertible notes. As of March 31, 2024 and December 31, 2023, the Company had no accrued interest.

Promissory Notes Payable

During 2015, the Company entered into line of credit with Digital Arts Media Network that was treated as a promissory note. The promissory note bears interest at ten (10%) per annum and has a one (1) year maturity date. The note may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory note. As of March 31, 2024 and December 31, 2023, the principal balance of the outstanding note was $130,025 and $130,025, respectively, and accrued interest of $108,808 and $105,602, respectively.

On November 25, 2019, pursuant to the certificate of designation of the Series BB Preferred Stock, the Company 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, each shareholder had the option, within 30 days of such mailing date, to receive the indebtedness in the form of a convertible note. If the shareholder does not give the Company notice, the indebtedness shall automatically be issued in the form of a promissory note without any conversion feature. The promissory notes 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 exchanged for an aggregate of $332,068 promissory notes. As of March 31, 2024 and December 31, 2023, the aggregate loan balances outstanding were $398,482 and $398,482, respectively, and unamortized discount of $6,025 and $8,033, respectively.

Page 13 of 35

On December 3, 2019, Melvin Pereira, the prior 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, which is shown as a related party note payable on the balance sheet on March 31, 2024 and December 31, 2023.

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 that 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. The lenders were granted security interests and liens in all rights, title and interest in the assets and property of the Company as collateral.

On November 20, 2023, both the Company and two separate lenders agreed to terminate the notes in the amount of $2,506,827 in exchange for an aggregate consideration of $300,000 and new notes. As of March 31, 2024 and December 31, 2023, the aggregate loan balances outstanding were $2,872,797 and $2,872,797, respectively, and unamortized discount of $0 and $0, respectively. This loan is currently in default.

The new notes have a maturity date of November 20, 2028, an aggregate principal amount of $1,999,999, and bear interest at a six (6%) percentage annual interest rate. In accordance with ASC 470-50-40-10 and ASC 470-50-40-11 guidance the Company has determined that this should be treated as a debt extinguishment. Since the old debt was derecognized and new debt was recorded at fair value a gain was recorded between the net carrying value of the original debt and the fair value of the new debt. The consideration was paid to the existing lender and not a third party therefore the consideration was expensed as an offset to the gain. As of March 31, 2024 and December 31, 2023, the outstanding loan balance was $1,999,999 and $1,999,999, respectively.

On December 9, 2020, the Company entered into a Promissory Debenture with a lender in the amount of $110,000, which bears compounded annual interest at fifteen (15%) percent and has a two (2) year maturity date and cashless warrants to purchase 1,000,000 shares of our common stock at exercise prices of $0.03 per share. The note 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. As of March 31, 2024 and December 31, 2023, the outstanding loan balance was $110,000 and $110,000, respectively, and unamortized discount of $0 and $0, respectively. This loan is currently in default.

On January 6, 2021, the Company entered into a Promissory Debenture with a lender in the amount of $1,000,000, which bears interest at fifteen (15%) percent and has 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 note 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. As of March 31, 2024 and December 31, 2023, the outstanding loan balance was $1,000,000 and $1,000,000, respectively, and unamortized discount of $0.00 and $0.00, respectively. This loan is currently in default.

On June 22, 2021, the Company entered into a Promissory Debenture with a lender in the amount of $11,600,000, which bears interest at twelve (12%) percent and has 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. The lender has been granted a senior security interest and lien in all rights, title and interest in the assets and property of the Company as collateral. As of March 31, 2024 and December 31, 2023, the outstanding loan balance was $11,600,000 and $11,600,000, respectively, and unamortized discount of $963,717 and $1,927,351, respectively.

Page 14 of 35

On August 18, 2021, through a Stock Purchase Agreement in which the Company acquired 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, 2024 and December 31, 2023, the principal balance of the outstanding auto loan was $0.00 and $0.00, respectively.

On August 18, 2021, through a Stock Purchase Agreement in which the Company acquired 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, 2024 and December 31, 2023, the principal balance of the outstanding loan was $400,000 and $400,000, respectively, and accrued interest totals $455,871 and $392,551, respectively. This debt instrument is currently in default due to the non-payment of interest.

On September 20, 2021, the Company entered into a Promissory Debenture with a lender in the amount of $1,100,000, which bears interest at twelve (12%) percent and has 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 note 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. As of March 31, 2024 and December 31, 2023, the outstanding loan balance was $1,100,000 and $1,100,000, respectively, and unamortized discount of $124,724 and $181,381, respectively.

On December 30, 2021, the parties modified the terms of the Promissory Debenture 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 extending 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 bears interest at twelve (12%) percent and has a seventeen (17) months maturity date. The note may be repaid in whole or in part at any time prior to maturity. As of March 31, 2024 and December 31, 2023, the outstanding loan balance was $7,958 and $7,958, respectively, and unamortized discount of $0.00 and $0.00, respectively. This loan is currently in default.

On December 30, 2021, the parties modified the terms of the Promissory Debenture 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 extending 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. As of March 31, 2024 and December 31, 2023, the outstanding loan balance was $111,470 and $111,470, respectively, and unamortized discount of $0.00 and $0.00, respectively. This loan is currently in default.

The balance of the promissory notes as of March 31, 2024 and December 31, 2023 is as follows:

	March 31,			December 31,
	2024			2023
Promissory notes payable	$	19,722,931		$	19,722,931
Promissory notes payable-related party		7,800			7,800
Less: Discount		(1,086,979	)		(2,100,966	)
Less: Deferred finance costs		(7,487	)		(15,798	)
Promissory notes payable, net	$	18,636,265		$	17,613,966

Page 15 of 35

During the periods ending March 31, 2024 and December 31, 2023, the Company made $0 and $300,000 payments, respectively, on the outstanding promissory notes, and recorded $766,319 and $3,244,361, respectively, of interest expense and $1,022,299 and $3,049,999, respectively, of debt discount amortization expense and recorded $1,511,297 gain on extinguishment of debt. As of March 31, 2024 and December 31, 2023, the Company had approximately $7,363,741 and $6,597,422, respectively, of accrued interest. As of March 31, 2024 and December 31, 2023, the principal balance of outstanding promissory notes payable was $19,730,731 and $19,730,731, respectively.

Derivatives Liabilities

The Company determined that the convertible notes outstanding as of March 31, 2024 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,
	2024
Common stock issuable		88,878
Market value of common stock on measurement date	$	0.041
Adjusted exercise price	$	0.06
Risk free interest rate		4.96	%
Instrument lives in years		0.75 Year
Expected volatility		101	%
Expected dividend yields		None

The balance of the fair value of the derivative liability as of March 31, 2024 and December 31, 2023 is as follows:

Balance at December 31, 2022	$	6,944
Additions		-
Fair value loss		(3,450	)
Conversions		(1,348	)
Balance at December 31, 2023		2,146
Additions		-
Fair value loss		1,498
Conversions		-
Balance at March 31, 2024	$	3,644

NOTE 5 – 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.

As of January 26, 2024, the Board and Majority Stockholders have approved a reduction in the authorized Common Stock from 6,500,000,000 to 100,000,000 shares. On March 6, 2024, the Company filed an amendment to its articles of incorporation to effectuate the reduction in authorized shares.

Page 16 of 35

2024 Transactions

The Company has not issued any of its authorized capital stock for the quarter ended March 31, 2024.

2023 Transactions

On December 8, 2023, the Company issued 50,000 shares of common stock for commitment shares as part of an Equity Financing Agreement, which were valued in the amount of $455.

As of March 31, 2024 and December 31, 2023, the Company has 12,493,938 and 12,493,938 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 an exercise price 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 an exercise price 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 an exercise price 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 an exercise price 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 three months ended March 31, 2024 and the year ended December 31, 2023:

	Number of Shares Underlying Warrants			Weighted Average Exercise Price
Outstanding at year ended December 31, 2022		103,500,000		$	0.082
Granted		-			-
Exercised		-			-
Expired		(16,000,000	)		-0.03
Outstanding at year ended December 31, 2023		87,500,000		$	0.091
Granted		-			-
Exercised		-			-
Expired		(10,000,000	)		-0.033
Outstanding at quarter ended March 31, 2024		77,500,000		$	0.099

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

Warrants granted in the year ended December 31, 2021 were valued using the Black Scholes Merton Model with the risk-free interest rate within ranges between 0.20% to 0.45%, term of 3 years, dividend rate of 0% and historical volatility ranging between, 338.36% to 394.78%. The final value assigned to the warrants was determined using a relative fair value calculation between the amount of warrants and promissory notes.

Page 17 of 35

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. The amended certificate of designation for the Series AA Preferred Stock further provides that a unanimous consent of the holders of Series AA Preferred Stock is necessary for, among other things, a change in control of the Company, requiring the votes of both Messrs. Christensen and Novas.

On June 26, 2020, Meso Numismatics, Inc. completed the repurchase of 1,000,000 shares of its Series AA Super Voting Preferred Stock for an aggregate total purchase price equal to $160,000, representing all of the Series AA Super Voting Preferred Stock 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, the Company’s Board of Directors appointed Mr. David Christensen, current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective June 27, 2020 and granted 50,000 shares of Series AA Super Voting Preferred Stock to Mr. David Christensen.

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, the Company 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).

Page 18 of 35

The Series AA Super Voting Preferred Stock issued on August 18, 2021, was 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, 2024 and December 31, 2023, the Company had 1,050,000 and 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.

The Company previously designated 1,000,000 shares of preferred stock as Series BB Preferred Stock. Effective on February 1, 2024, due to the fact that no shares of Series BB Preferred Stock were outstanding, the Board of Directors approved, and the Company filed, Certificates of Withdrawal of Certificate of Designations relating to such series of preferred stock with the Secretary of State of Nevada and terminated the designation of its Series BB Preferred Stock effective as of the same date.

As of March 31, 2024 and December 31, 2023, the Company had no preferred shares of Series BB Preferred Stock issued and outstanding.

Designation of Series CC Preferred Stock

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, 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 multiplying the results by 0.8 conversion price.

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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.

The Company previously designated 8,000,000 shares of preferred stock as Series CC Preferred Stock. Effective on February 1, 2024, due to the fact that no shares of Series CC Preferred Stock were outstanding, the Board of Directors approved, and the Company filed, Certificates of Withdrawal of Certificate of Designations relating to such series of preferred stock with the Secretary of State of Nevada and terminated the designation of its Series CC Preferred Stock effective as of the same date.

As of March 31, 2024 and December 31, 2023, the Company had no preferred shares of Series CC Preferred Stock issued and outstanding.

Designation of Series DD Convertible Preferred Stock

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

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

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

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

On August 18, 2021, the Company 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.

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 was recorded as stock payable at December 31, 2021 and issued on February 18, 2022. The full amount of $503,552 was expensed at the date of grant, as a matter of accounting policy.

As of March 31, 2024 and December 31, 2023, the Company had 9,870 and 9,870 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.

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NOTE 6 – 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 an annual rate of $90,000 starting January 1, 2022. Additionally, the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued on February 18, 2022. Amounts paid to Enterprise Technology Consulting, a Company 100% owned by Dave Christensen, CEO, for consulting services during the period ended March 31, 2024 and the year ended December 31, 2023 were $22,500 and $90,000, respectively.

On August 18, 2021, through a Stock Purchase Agreement in which the Company acquired 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, 2024 and December 31, 2023, the principal balance of the outstanding auto loan was $0.00.

Benito Novas’ brother, sister and nephew provide marketing/administrative and training/R&D services to Global Stem Cells Group and were paid $65,153 in the aggregate as consultants during the three months ended March 31, 2024, and $101,158 in the aggregate for the three months ended March 31, 2023.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Pursuant to 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 perpetual right of a percentage of Global revenues from the investor. The consideration for the right shall be equal to the fair value 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 fair market value of the assets.

In exchange for the gross proceeds in the amount of $400,000 treated as a promissory note, the investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group.

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.

Due to the expansion of the Cancun Clinic, an additional 1,216 square feet Global Stem Cell Group, Inc. entered into a new Cancun lease with RIVIERA MAYA, S.A. DE C.V beginning January 16, 2024 and ending on January 15, 2026. The property is located in the Tulum Trade Center, consisting of 2,863 square feet with a monthly rent of $6,341 and a security deposit of $11,725.

During the three months ended March 31, 2024 and the three months ended March 31, 2023 the Company paid $15,028 and $11,062, respectively in rent expense.

NOTE 8 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

	March 31, 2024			December 31, 2023
Computer, equipment and vehicles (5 year useful life)	$	167,852		$	166,774
Leasehold improvements (2 year useful life)		559,302			501,226
Less: accumulated depreciation		(360,884	)		(308,697	)
Total property and equipment, net	$	366,270		$	359,303

Depreciation expense for the three months ended March 31, 2024 and three months ended March 31, 2023 was $52,187 and $32,243, respectively.

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We evaluate the carrying value of long-lived assets for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Further testing of specific assets or grouping of assets is required when undiscounted future cash flows associated with the assets is less than their carrying amounts. An asset is considered to be impaired when the anticipated undiscounted future cash flows of an asset group are estimated to be less than its carrying value. The amount of impairment recognized is the difference between the carrying value of the asset group and its fair value. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. We recorded no impairment of long-lived assets for the period ended March 31, 2024 and the year ended December 31, 2023.

NOTE 9 – 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, 2024			December 31, 2023
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		(255,541	)		(231,156	)
Total intangible assets, net	$	232,159		$	256,544

Amortization is computed on straight-line method based on estimated useful lives of 5 years. During the three months ended March 31, 2024 and the three months ended March 31, 2023, the Company recorded amortization expense of the intellectual property of $24,385 and $24,385, respectively.

NOTE 10 – OPERATING LEASES

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 a security deposit of $5,588.

In January 2022, the Company began the buildout of the clinic and began to order equipment. The Cancun facility was inaugurated in May 2022 and is accredited both by the Mexican General Health Council and Cofepris (Mexican FDA).

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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:

2024	$	57,069
2025		76,092
2026		—
2027		—
2028		—
Total undiscounted cash payments		133,161
Less interest		(8,157	)
Present value of payments	$	125,004

NOTE 11 – GOODWILL

On August 18, 2021, through a Stock Purchase Agreement, we acquired 100% of the outstanding shares of Global Stem Cell Group, Inc. 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 prior to closing of the transaction.

Under the acquisition method, the purchase price must be allocated to the reporting units net assets acquired, inclusive of intangible assets, with any excess fair value recorded to goodwill. The goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of Global Stem Cells Group, planned growth in new markets, and synergies expected to be achieved from the combined operations of Meso Numismatics, Inc. and Global Stem Cells Group.

The following table summarizes the Company’s carrying amount of goodwill during the three months ended March 31, 2024 and the year ended December 31, 2023:

	Goodwill
Balance at December 31, 2022	$	5,805,438
Acquisition		-
Impairment		(4,125,460	)
Balance at December 31, 2023	$	1,679,978
Acquisition		-
Impairment		(4,125,460	)
Balance at March 31, 2024	$	1,679,978

During each fiscal year, we periodically assess whether any indicators of impairment exist which would require us to perform an interim impairment review was based on the five year revenue and cash from operations projections of the Global Stem Cell unit of the company. As of each interim period end during each fiscal year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of our reporting unit below their carrying values. We performed our annual test of goodwill for impairment as of December 31, 2023.

The Company has recognized impairment of $4,125,460 and Goodwill balance as of March 31, 2024 is $1,679,978.

NOTE 12 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to March 31, 2024 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.

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

Forward-Looking Statements

This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

◾

the uncertainty of profitability based upon our history of losses;

◾

legislative or regulatory changes concerning regenerative medicine and therapies;

◾

risks related to our outstanding secured and unsecured loans and our ability to service debt;

◾

risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;

◾

risks related to our operations and uncertainties related to our business plan and business strategy;

◾

changes in economic conditions;

◾

uncertainty with respect to intellectual property rights, protecting those rights and claims of infringement of other’s intellectual property;

◾

competition; and

◾

cybersecurity concerns.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, including those contained in our Annual Report on Form 10-K under “Risk Factors” for the year ended December 31, 2023, and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

Since the acquisition of Global Stem Cell Group in August of 2021, our focus has been mainly dedicated to its operations serving the markets in the regenerative medicine industry. We believe stem cell therapy is becoming an increasingly effective clinical solution for treating conditions that traditional or conventional medicine only offers within palliative care and pain management. Patients around the world are seeking a natural regenerative alternative without the potential risks and side effects sometimes associated with conventional pharmaceuticals.

We work with doctors and their staff to provide products, solutions, equipment, services, and training to help them be successful in the application of Stem Cell Therapies. Our team combines solutions from extensive clinical research with the manufacturing and commercialization of viable cell therapy and immune support related products that we believe will change the course of traditional medicine around the world forever. Our strategy allows us the ability to create immediate revenue streams through product sales, distribution, and clinical applications, driven by our extensive education platform. Our revenue comes directly from the training and the seminars, from the resale of these kits, products, and equipment, services, and from the reoccurring application of our process using the kits and solutions we provide.

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Global Stem Cells Group is a leader in the Stem Cell and Regenerative Medicine fields, covering clinical research, patient applications, along with physician training through our state-of-the-art global network of companies. The Company’s mission is to enable physicians to make the benefits of stem cell medicine a reality for patients around the world. They have been educating doctors on the science and application of cell-based therapeutics for the past 10 years. Our professional trademarked association “ISCCA” INTERNATIONAL SOCIETY FOR STEM CELL APPLICATION is a global network of medical professionals that leverages these multinational relationships to build best practices and further our mission.

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

Global Stem Cells Group, as almost everyone else in the world, was severely affected by the covid 19 pandemic. As we have been recovering in 2022 and into 2023, we are integrating every aspect of the regenerative medicine industry. During 2024, we plan to continue to add manufacturing and commercialization of viable cell therapy and immune support related products that we believe will change the course of traditional medicine around the world forever.

We believe this strategy will allow us the ability to increase our current revenues and create immediate revenue streams through product sales, distribution, and clinical applications, driven by our extensive education platform here are our main projects and revenue generators for 2024 and beyond.

Results of Operations

Below is a summary of the results of operations for the three months ended March 31, 2024 and 2023.

	For the Three Months Ended March 31,
	2024			2023			$ Change			% Change
Revenue	$	817,034		$	786,198		$	30,836			3.92	%
Cost of revenue		248,043			249,397			(1,354	)		-0.54	%
Gross profit		568,991			536,801			32,190			6.00	%

Operating expenses
Advertising and marketing		144,283			141,637			2,646			1.87	%
Professional fees		248,382			209,371			39,011			18.63	%
Officer compensation		22,500			22,500			-			0.00	%
Depreciation and amortization expense		76,572			56,628			19,944			35.22	%
Investor relations		23,268			2,250			21,018			934.13	%
General and administrative		159,091			178,626			(19,535	)		-10.94	%
Total operating expenses		674,096			611,012			63,084			10.32	%

Other income (expense)
Interest expense		(1,854,417	)		(1,600,426	)		(253,991	)		15.87	%
Gain (loss) on derivative financial instruments		(1,498	)		1,927			(3,425	)		-177.74	%
Gain on settlement of debt		-			2,463			(2,463	)		-100.00	%
Net loss	$	(1,961,020	)	$	(1,670,247	)	$	(290,773	)		17.41	%

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Revenue

Revenue increased by 3.92% in the amount of $30,836 for the three months ended March 31, 2024, compared to the same period in 2023. The increase in revenue was a result of marketing and sales efforts to increase brand recognition and exposure in the industry. We experienced more lead generation in 2023 increasing equipment, products, and training sales in regions like Southeast Asia and the Middle East. The opening of the Cancun facility in the second half of 2022 also increased sales by providing a facility for physicians to come for training and preform patient procedures. Additional, Global Stem Cells Group, like almost everyone else in the world, was severely affected by the Covid 19 pandemic during 2021 and the first six months of 2022, restrictions our international travel along with in person meetings limited our training of new customers along with selling them products and equipment which adversely affecting our results of operations.

We expect that our revenues will increase in future quarters as a result of our ongoing marketing and brand awareness campaigns, training seminars, lectures and other efforts we engage in that expand our presence in the industry and provide us more opportunities to sell our products.

The following table presents our revenue by product category for the three months ended March 31, 2024 and 2023:

	For the Three Months Ended March 31,
	2024		2023
Training	$	110,333	$	181,320
Product supplies		355,481		433,673
Equipment		96,810		93,690
Patient procedures		254,410		77,515
Total revenue	$	817,034	$	786,198

Operating expenses

Operating expenses increased by 10.32% in the amount of $63,084 for the three months ended March 31, 2024, compared to the same period in 2023. Listed below are the major changes to operating expenses:

Advertising and marketing fees increased by $2,646 for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to an increase in advertising by Global Stem Cells Group.

Professional fees increased by $39,011 for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to legal and accounting fees.

Depreciation and amortization increased by $19,944 for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to expansion of the Cancun facility.

Investor relations decreased by $21,018 for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to an agreement with an investor relation firm in February, 2024.

General and administrative expense decrease by $19,535 for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to a decrease in travel by Global Stem Cells Group.

We expect our overall operating expenses to increase on a quarterly basis for the balance of the year and into 2024 as we further implement our business plan. We expect increases in future quarters over all major categories as we engage in efforts to increase brand awareness with our products and services, including advertising campaigns and investor relation services. We also expect an increase in general operating costs and growth initiatives as we ramp up operations and seek to expand them.

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Other expense

Other expense increased by $259,879 for the three months ended March 31, 2024, compared to the same period in 2023, primarily as a result of a inecrease in amortization of debt discount on promissory notes.

We had interest expense of $1,854,417 and $1,600,426 for the three months ended March 31, 2024 and 2023, respectively.

We expect to continue to experience high interest payments in the future as a result of our outstanding liabilities. If we are unable to generate sufficient revenues and/or additional financing to service this debt, there is a risk the lenders will call the notes and we will be unable to repay the loans. If this happens, we could go out of business.

Net Loss

We recorded a net loss of $1,961,020 for the three months ended March 31, 2024, as compared with a net loss of $1,670,247 for the same period in 2023.

Liquidity and Capital Resources

Since inception, we have financed our operations through private placements and convertible notes. The following is a summary of the cash and cash equivalents as of March 31, 2024 and December 31, 2022.

		March 31, 2024				December 31, 2023				$ Change				% Change
Cash and cash equivalents		$	579,352			$	530,540			$	48,812				9.20	%

Summary of Cash Flows

Below is a summary of our cash flows for the three months ended March 31, 2024 and 2023.

	For the Three Months Ended March 31,
	2024			2023
Net cash provided in operating activities	$	107,966		$	6,775
Net cash used in investing activities		(59,154	)		(5,486	)
Net cash used in financing activities		-			(9,850	)
Net increase (decrease) in cash and cash equivalents	$	48,812		$	(8,561	)

Operating activities

Net cash provided by operating activities was $107,966 during the three months ended March31, 2024 and consisted of a net loss of $1,961,020, which was offset by a net change in operating assets and liabilities of $966,138 and non-cash items of $1,102,848. The non-cash items for the three months ended March31, 2024, consisted of depreciation and amortization expenses of $76,572, amortization of debt discount of $1,024,778, and change in derivative liabilities of $1,498. The significant change in operating assets and liabilities was an increase in accounts payable and accrued liabilities, partially offset by the decrease in accounts receivable and prepaid expense.

Net cash provided by operating activities was $6,775 during the three months ended March 31, 2023 and consisted of a net loss of $1,670,247, which was offset by a net change in operating assets and liabilities of $858,821 and non-cash items of $818,201. The non-cash items for the three months ended March 31, 2023, consisted of depreciation and amortization expenses of $56,628 and amortization of debt discount of $765,963, partially offset by the change in derivative liabilities of $1,927 and gain on settlement of debt of $2,463. The significant change in operating assets and liabilities was an increase in accounts payable and accrued liabilities, partially offset by the decrease in accounts receivable and prepaid expense.

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Investing activities

Net cash used in investing activities was $59,154 and consisted of the purchase of property and equipment associated with the expansion of the Cancun facility during the three months ended March 31, 2024.

Net cash used in investing activities was $5,486 and consisted of purchase of property and equipment associated with the Cancun lab during the three months ended March 31, 2023.

Financing activities

Net cash used in financing activities was $9,850 and consisted of principal payment of debt for the three months ended March 31, 2023.

We may expect to continue to experience high interest payments in the future as a result of our outstanding liabilities. Additionally, as of the date of this report, there are a number of secured promissory notes with an aggregate principal amount of approximately $$2,872,797 that have matured. Finally, we also have a number of unsecured promissory notes with an aggregate principal amount of $1,629,428 that have matured. The company is currently in debt restructuring talks, and there are also other lenders as well who have demonstrated interest in assuming this debt. However, if we are unable to generate sufficient revenues and/or additional financing to service this debt, there is a risk the lenders will call the notes, secure our assets, as to those applicable secured notes, and demand payment. If after all these recourses are exhausted and the debt becomes unresolvable, like any other company, there’s a risk we could go out of business.

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 $63,951,151 and a working capital deficit of $23,688,329 as of March 31, 2024 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements

As of March 31, 2024, the Company had no off-balance sheet arrangements.

Critical Accounting Policies

Our critical accounting policies have not materially changed during the three months ended March 31, 2024. Furthermore, the preparation of our financial statements is in conformity with generally accepted accounting principles in the United States of America, or GAAP. The preparation of our financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Our management believes that we consistently apply these judgments and estimates, and the financial statements fairly represent all periods presented. However, any differences between these judgments and estimates and actual results could have a material impact on our statements of income and financial position.

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Derivative Instruments

Stock Based Compensation

New Accounting Pronouncements

Goodwill

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

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Revenue Recognition

In accordance with FASB ASC 606, Revenue from Contracts with Customers, we determine revenue recognition through the following steps:

(1)

Identify the contract with a customer

(2)

Identify the performance obligations in the contract

(3)

Determine the transaction price

(4)

Allocate the transaction price to each performance obligation in the contract

(5)

Recognize revenue when each performance obligation is satisfied

There was no material impact on the Company’s financial statements as a result of adopting Topic 606 for the three months ended March 31, 2024 and the year ended December 31, 2023.

The Company’s main source of revenue is comprised of the following:

●

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 a third party directly to physicians. Transfer of control is when the product is shipped which is when revenue is recognized.

●

Equipment- Physicians can order equipment through GSCG which includes a warranty from the manufacturer of equipment. Equipment is paid for upfront and shipped from the manufacturer directly to physicians. Transfer of control is when the equipment is shipped which is when revenue is recognized.

●

Patient procedures are the treatments GSCG is offering at its Cancun clinic. The transfer of control is when the procedures are completed which is when revenue is recognized.

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Use of Estimates

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

Fair Value of Financial Instruments

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the three months ended March 31, 2024. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

	2.	We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

	3.	The Company failed to account for the acquisition of GSCG using the full purchase accounting method in accordance with ASC 805.

To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. We have not remedied the material weaknesses as of March 31, 2024. The Company plans to take remedial action to address these weaknesses during the fiscal year ended December 31, 2024.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the three months ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except the implementation of the controls identified above.

Page 32 of 35

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

See risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on April 15, 2024.

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

None.

Item 3. Defaults Upon Senior Securities

The current portion of notes payable on the Company’s Condensed Consolidated Balance Sheets above contains, at March 31, 2024, certain promissory notes on which the Company was in arrears on payments of principal as follows:

◾

On December 7, 2020, the Company entered into a secured promissory note in the amount of $2,872,797. Pursuant to the terms of the note, the note bears fifteen (15%) interest, unsecured and is due on November 23, 2023. As of March 31, 2024, the Company accrued $1,731,198 in interest expense. The note is currently in default.

◾

On December 9, 2020, the Company entered into an unsecured promissory note in the amount of $110,000. Pursuant to the terms of the note, the note bears fifteen (15%) interest, unsecured and is due on December 9, 2023. As of March 31, 2024, the Company accrued $66,160 in interest expense. The note is currently in default

◾

On January 6, 2021, the Company entered into an unsecured promissory note in the amount of $1,000,000. Pursuant to the terms of the note, the note bears fifteen (15%) interest, unsecured and is due on January 6, 2022. As of March 31, 2024, the Company accrued $601,480 in interest expense. The note is currently in default

◾

On November 17, 2020, the Company entered into an unsecured promissory note in the amount of $400,000. Pursuant to the terms of the note, the investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. As of March 31, 2024, the Company accrued $455,871 in interest expense. The note is currently in default due to the non-payment of interest.

◾

On December 30, 2021, the Company entered into an unsecured promissory note in the amount of $7,958. Pursuant to the terms of the note, the note bears twelve (12%) interest, unsecured and is due on July 30, 2023. As of March 31, 2024, the Company accrued $2,145 in interest expense. The note is currently in default.

◾

On December 30, 2021, the Company entered into an unsecured promissory note in the amount of $111,470. Pursuant to the terms of the note, the note bears twelve (12%) interest, unsecured and is due on July 30, 2023. As of March 31, 2024, the Company accrued $30,052 in interest expense. The note is currently in default.

At March 31, 2024 and December 31, 2023, the Company had insufficient cash on hand to repay these notes. None of these notes have been paid, and management has indicated that no demand for payment for any of these notes has been received by the Company as of the date of this report. If we are unable to generate sufficient revenues and/or additional financing to service this debt, there is a risk the lenders will call the notes, secure our assets, as to those applicable secured notes, and demand payment. If this happens, we could go out of business.

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None.

Page 33 of 35

Item 6. Exhibits

Exhibit Number		Description of Exhibit
3.1**		Amendment to Articles of Incorporation, dated March 6, 2024
31.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 formatted in Extensible Business Reporting Language (XBRL).
101.INS**		Inline XBRL Instance Document.
101.SCH**		Inline XBRL Taxonomy Extension Schema Document.
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

**	Provided herewith

Page 34 of 35

SIGNATURES

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

Dated May 20, 2024	MESO NUMISMATICS, INC.

	By:	/s/ David Christensen
		David Christensen
		President, Chief Executive Officer, Chief Financial Officer, Secretary and Director (Principal Executive Officer) (Principal Financial Officer) (Principal Accounting Officer)

Page 35 of 35

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Exhibit 3.1

Exhibit 31.1

CERTIFICATIONS

I, David Christensen, certify that;

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2024, of Meso Numismatics, Inc. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 20, 2024

/s/ David Christensen
By:	David Christensen
Title:	Chief Executive Officer

Exhibit 31.2

CERTIFICATIONS

I, David Christensen, certify that;

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2024, of Meso Numismatics, Inc. (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 20, 2024

/s/ David Christensen
By:	David Christensen
Title:	Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly Report of Meso Numismatics, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, filed with the Securities and Exchange Commission (the “Report”), I, David Christensen, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

By:	/s/ David Christensen
Name:	David Christensen
Title:	Principal Executive Officer, Principal Financial Officer and Director
Date:	May 20, 2024

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 15, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	MESO NUMISMATICS, INC.
Entity Central Index Key	0001760026
Entity File Number	000-56010
Entity Tax Identification Number	88-0492191
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
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
Entity Phone Fax Numbers [Line Items]
City Area Code	(800)
Local Phone Number	889-9509
Entity Listings [Line Items]
Title of 12(b) Security	None
No Trading Symbol Flag	true
Security Exchange Name	NONE
Entity Common Stock, Shares Outstanding		12,493,938

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 579,352	$ 530,540
Accounts receivable	43,506	23,956
Prepaid expenses	45,500	20,500
Total current assets	668,358	574,996
Property and equipment, net	366,270	359,303
Other assets	7,264	5,568
Intangible assets, net	232,159	256,544
Right of use asset, net	125,004	2,714
Goodwill	1,679,978	1,679,978
Total assets	3,079,033	2,879,103
Current liabilities
Accounts payable and accrued liabilities	554,520	421,334
Accrued interest	7,363,741	6,597,422
Customer advances	114,880	2,000
Derivative liability	3,644	2,146
Lease liability, current portion	76,092	2,714
Notes payable, net	16,243,808	15,223,519
Total current liabilities	24,356,687	22,249,135
Long term liabilities
Lease liability, net of current portion	48,912
Convertible notes payable, net of discount	37,502	35,023
Notes payable, net of discount	2,384,656	2,382,648
Total liabilities	26,835,556	24,674,605
Stockholders’ deficit
Common stock, $0.001 par value; 6,500,000,000 shares authorized; 12,493,938 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	12,494	12,494
Additional paid in capital	40,181,074	40,181,074
Accumulated deficit	(63,951,151)	(61,990,131)
Total stockholders’ deficit	(23,756,523)	(21,795,503)
Total liabilities and stockholders’ deficit	3,079,033	2,879,103
Related Party
Long term liabilities
Notes payable – related parties	7,800	7,800
Series AA Preferred Stock
Stockholders’ deficit
Preferred stock value	1,050	1,050
Series DD Preferred Stock
Stockholders’ deficit
Preferred stock value	$ 10	$ 10

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	12,493,938	12,493,938
Common stock, shares outstanding	12,493,938	12,493,938
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	9,870
Preferred stock, shares outstanding	9,870	9,870

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 817,034	$ 786,198
Cost of revenue	248,043	249,397
Gross profit	568,991	536,801
Operating expenses
Advertising and marketing	144,283	141,637
Professional fees	248,382	209,371
Officer compensation	22,500	22,500
Depreciation and amortization expense	76,572	56,628
Investor relations	23,268	2,250
General and administrative	159,091	178,626
Total operating expenses	674,096	611,012
Other income (expense)
Interest expense	(1,854,417)	(1,600,426)
Gain (loss) on derivative financial instruments	(1,498)	1,927
Gain on settlement of debt		2,463
Net loss	$ (1,961,020)	$ (1,670,247)
Basic and diluted earnings (loss) per share from:
Net loss per common share, basic and diluted (in Dollars per share)	$ (0.16)	$ (0.13)
Weighted average number of common shares outstanding, basic and diluted (in Shares)	12,493,938	12,443,938

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net loss per common share, Diluted	$ (0.16)	$ (0.13)
Weighted average number of common shares outstanding, Diluted	12,493,938	12,443,938

Consolidated Statements of Stockholders’ Deficit (Unaudited) - USD ($)	Preferred Stock Series AA	Preferred Stock Series DD	Common Stock	Additional Paid In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 1,050	$ 10	$ 12,444	$ 40,180,669	$ (52,176,465)	$ (11,982,292)
Balance (in Shares) at Dec. 31, 2022	1,050,000	9,870	12,443,938
Net loss					(1,670,247)	(1,670,247)
Balance at Mar. 31, 2023	$ 1,050	$ 10	$ 12,444	40,180,669	(53,846,712)	(13,652,939)
Balance (in Shares) at Mar. 31, 2023	1,050,000	9,870	12,443,938
Balance at Dec. 31, 2023	$ 1,050	$ 10	$ 12,494	40,181,074	(61,990,131)	(21,795,503)
Balance (in Shares) at Dec. 31, 2023	1,050,000	9,870	12,493,938
Net loss					(1,961,020)	(1,961,020)
Balance at Mar. 31, 2024	$ 1,050	$ 10	$ 12,494	$ 40,181,074	$ (63,951,151)	$ (23,756,523)
Balance (in Shares) at Mar. 31, 2024	1,050,000	9,870	12,493,938

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,961,020)	$ (1,670,247)
Non-cash adjustments to reconcile net loss to net cash:
Amortization of debt discount	1,024,778	765,963
Depreciation and amortization expense	76,572	56,628
Loss (gain) from changes in derivative liability fair values	1,498	(1,927)
Gain from settlement of debt		(2,463)
Changes in operating assets and liabilities:
Accounts receivable	(19,550)	(52,995)
Prepaid expenses	(25,000)
Other asset	(1,696)
Accounts payable and accrued liabilities	1,012,384	911,816
CASH PROVIDED BY OPERATING ACTIVITIES	107,966	6,775
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(59,154)	(5,486)
CASH USED BY INVESTING ACTIVITIES	(59,154)	(5,486)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payment on debt		(9,850)
CASH USED BY FINANCING ACTIVITIES		(9,850)
Net increase (decrease) in cash	48,812	(8,561)
Cash, beginning of period	530,540	1,645,185
Cash, end of period	579,352	1,636,624
Cash paid for income taxes
Cash paid for interest

Organization and Description of Business

3 Months Ended

Mar. 31, 2024

Organization and Description of Business [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization and History

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

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

Description of Business

Name Change

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

Use of Estimates in Financial Statement Presentation

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

Accounts Receivable

Intangible Assets

Lease Accounting

Goodwill

Derivative Instruments

Revenue Recognition

Income Taxes

Net Earnings (Losses) Per Common Share

	March 31,		December 31,
	2024		2023
Convertible notes outstanding		88,878		293,973
Convertible preferred stock outstanding		39,090,908		39,090,908
Shares underlying warrants outstanding		77,500,000		87,500,000
		116,679,786		126,884,881

Fair Value of Financial Instruments

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

Level 3

The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of March 31, 2024 and December 31, 2023:

	Level 1		Level 2		Level 3		Total
March 31, 2024
Derivative liability		-		-		3,644		3,644
Total	$	-	$	-	$	3,644	$	3,644

December 31, 2023
Derivative liability		-		-		2,146		2,146
Total	$	-	$	-	$	2,146	$	2,146

Comprehensive Income

Stock Based Compensation

New Accounting Pronouncements

Going Concern

Revenue Recognition

3 Months Ended

Mar. 31, 2024

Revenue Recognition [Abstract]

REVENUE RECOGNITION

NOTE 3 – REVENUE RECOGNITION

In accordance with FASB ASC 606, Revenue from Contracts with Customers, we determine revenue recognition through the following steps:

(1)

Identify the contract with a customer

(2)

Identify the performance obligations in the contract

(3)

Determine the transaction price

(4)

Allocate the transaction price to each performance obligation in the contract

(5)

Recognize revenue when each performance obligation is satisfied

There was no material impact on the Company’s financial statements as a result of adopting Topic 606 for the three months ended March 31, 2024 and year ended December 31, 2023.

The Company’s main source of revenue is comprised of the following:

●

Patient procedures are the treatments GSCG is offering at its Cancun clinic. The transfer of control is when the procedures are completed, which is when revenue is recognized.

The following table presents the Company’s revenue by product category for the three months ended March 31, 2024 and 2023:

	For the Three Months Ended March 31,
	2024		2023
Training	$	110,333	$	181,320
Product supplies		355,481		433,673
Equipment		96,810		93,690
Patient procedures		254,410		77,515
Total revenue	$	817,034	$	786,198

Listed below are the revenues, cost of revenues, gross profits, assets and net profit (loss) by Company:

	For the Three Months Ended March 31, 2024
	Global Stem Cells Group			Meso Numismatics			Total
Revenue	$	817,034		$	-		$	817,034
Cost of revenue		248,043			-			248,043
Gross profit	$	568,991		$	-		$	568,991
Gross Profit %		69.64	%		0.00	%		69.64	%

Assets	$	1,137,238		$	1,941,795		$	3,079,033
Net profit (loss)	$	48,269		$	(2,009,289	)	$	(1,961,020	)

COVID-19

Notes Payable

3 Months Ended

Mar. 31, 2024

Notes Payable [Abstract]

NOTES PAYABLE

NOTE 4 – NOTES PAYABLE

Convertible Notes Payable

The balance of the convertible notes as of March 31, 2024 and December 31, 2023 is as follows:

	March 31,			December 31,
	2024			2023
Convertible notes payable	$	44,939		$	57,252
Less: Discount		(7,437	)		(9,916	)
Convertible notes payable, net	$	37,502		$	35,023

Promissory Notes Payable

The balance of the promissory notes as of March 31, 2024 and December 31, 2023 is as follows:

	March 31,			December 31,
	2024			2023
Promissory notes payable	$	19,722,931		$	19,722,931
Promissory notes payable-related party		7,800			7,800
Less: Discount		(1,086,979	)		(2,100,966	)
Less: Deferred finance costs		(7,487	)		(15,798	)
Promissory notes payable, net	$	18,636,265		$	17,613,966

Derivatives Liabilities

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,
	2024
Common stock issuable		88,878
Market value of common stock on measurement date	$	0.041
Adjusted exercise price	$	0.06
Risk free interest rate		4.96	%
Instrument lives in years		0.75 Year
Expected volatility		101	%
Expected dividend yields		None

The balance of the fair value of the derivative liability as of March 31, 2024 and December 31, 2023 is as follows:

Balance at December 31, 2022	$	6,944
Additions		-
Fair value loss		(3,450	)
Conversions		(1,348	)
Balance at December 31, 2023		2,146
Additions		-
Fair value loss		1,498
Conversions		-
Balance at March 31, 2024	$	3,644

Stockholders Equity

3 Months Ended

Mar. 31, 2024

Stockholders Equity [Abstract]

STOCKHOLDERS EQUITY

NOTE 5 – STOCKHOLDERS EQUITY

Common Shares

2024 Transactions

The Company has not issued any of its authorized capital stock for the quarter ended March 31, 2024.

2023 Transactions

On December 8, 2023, the Company issued 50,000 shares of common stock for commitment shares as part of an Equity Financing Agreement, which were valued in the amount of $455.

As of March 31, 2024 and December 31, 2023, the Company has 12,493,938 and 12,493,938 common shares issued and outstanding, respectively.

Warrants

The following table summarizes the Company’s warrant transactions during the three months ended March 31, 2024 and the year ended December 31, 2023:

	Number of Shares Underlying Warrants			Weighted Average Exercise Price
Outstanding at year ended December 31, 2022		103,500,000		$	0.082
Granted		-			-
Exercised		-			-
Expired		(16,000,000	)		-0.03
Outstanding at year ended December 31, 2023		87,500,000		$	0.091
Granted		-			-
Exercised		-			-
Expired		(10,000,000	)		-0.033
Outstanding at quarter ended March 31, 2024		77,500,000		$	0.099

Designation of Series AA Super Voting Preferred Stock

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

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

On August 18, 2021, the Company 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).

Designation of Series BB Preferred Stock

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

As of March 31, 2024 and December 31, 2023, the Company had no preferred shares of Series BB Preferred Stock issued and outstanding.

Designation of Series CC Preferred Stock

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.

As of March 31, 2024 and December 31, 2023, the Company had no preferred shares of Series CC Preferred Stock issued and outstanding.

Designation of Series DD Convertible Preferred Stock

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, the Company 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).

Related Party Transactions

3 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

NOTE 6 – RELATED PARTY TRANSACTIONS

On August 18, 2021, through a Stock Purchase Agreement in which the Company acquired 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, 2024 and December 31, 2023, the principal balance of the outstanding auto loan was $0.00.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 7 – COMMITMENTS AND CONTINGENCIES

During the three months ended March 31, 2024 and the three months ended March 31, 2023 the Company paid $15,028 and $11,062, respectively in rent expense.

Property and Equipment, Net

3 Months Ended

Mar. 31, 2024

Property and Equipment, Net [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 8 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

	March 31, 2024			December 31, 2023
Computer, equipment and vehicles (5 year useful life)	$	167,852		$	166,774
Leasehold improvements (2 year useful life)		559,302			501,226
Less: accumulated depreciation		(360,884	)		(308,697	)
Total property and equipment, net	$	366,270		$	359,303

Depreciation expense for the three months ended March 31, 2024 and three months ended March 31, 2023 was $52,187 and $32,243, respectively.

Intellectual Property

3 Months Ended

Mar. 31, 2024

Intellectual Property [Abstract]

INTELLECTUAL PROPERTY

NOTE 9 – INTELLECTUAL PROPERTY

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

	March 31, 2024			December 31, 2023
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		(255,541	)		(231,156	)
Total intangible assets, net	$	232,159		$	256,544

Operating Leases

3 Months Ended

Mar. 31, 2024

Operating Leases [Abstract]

OPERATING LEASES

NOTE 10 – OPERATING LEASES

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:

2024	$	57,069
2025		76,092
2026		—
2027		—
2028		—
Total undiscounted cash payments		133,161
Less interest		(8,157	)
Present value of payments	$	125,004

Goodwill

3 Months Ended

Mar. 31, 2024

Goodwill [Abstract]

GOODWILL

NOTE 11 – GOODWILL

The following table summarizes the Company’s carrying amount of goodwill during the three months ended March 31, 2024 and the year ended December 31, 2023:

	Goodwill
Balance at December 31, 2022	$	5,805,438
Acquisition		-
Impairment		(4,125,460	)
Balance at December 31, 2023	$	1,679,978
Acquisition		-
Impairment		(4,125,460	)
Balance at March 31, 2024	$	1,679,978

The Company has recognized impairment of $4,125,460 and Goodwill balance as of March 31, 2024 is $1,679,978.

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,961,020)	$ (1,670,247)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies [Abstract]

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

Use of Estimates in Financial Statement Presentation

Use of Estimates in Financial Statement Presentation

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

Accounts Receivable

Accounts Receivable

Intangible Assets

Intangible Assets

Lease Accounting

Lease Accounting

Goodwill

Goodwill

Derivative Instruments

Derivative Instruments

Revenue Recognition

Revenue Recognition

Income Taxes

Income Taxes

Net Earnings (Losses) Per Common Share

Net Earnings (Losses) Per Common Share

	March 31,		December 31,
	2024		2023
Convertible notes outstanding		88,878		293,973
Convertible preferred stock outstanding		39,090,908		39,090,908
Shares underlying warrants outstanding		77,500,000		87,500,000
		116,679,786		126,884,881

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

Level 3

The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of March 31, 2024 and December 31, 2023:

	Level 1		Level 2		Level 3		Total
March 31, 2024
Derivative liability		-		-		3,644		3,644
Total	$	-	$	-	$	3,644	$	3,644

December 31, 2023
Derivative liability		-		-		2,146		2,146
Total	$	-	$	-	$	2,146	$	2,146

Comprehensive Income

Comprehensive Income

Stock Based Compensation

Stock Based Compensation

New Accounting Pronouncements

New Accounting Pronouncements

Going Concern

Going Concern

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Summary of Significant Accounting Policies [Abstract]

Schedule of Weighted Average Diluted Shares

The following securities are excluded from the calculation of weighted average diluted shares at March 31, 2024 and December 31, 2023, respectively, because their inclusion would have been anti-dilutive.

	March 31,		December 31,
	2024		2023
Convertible notes outstanding		88,878		293,973
Convertible preferred stock outstanding		39,090,908		39,090,908
Shares underlying warrants outstanding		77,500,000		87,500,000
		116,679,786		126,884,881

Schedule of Fair Value Hierarchy for those Assets and Liabilities

The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of March 31, 2024 and December 31, 2023:

	Level 1		Level 2		Level 3		Total
March 31, 2024
Derivative liability		-		-		3,644		3,644
Total	$	-	$	-	$	3,644	$	3,644

December 31, 2023
Derivative liability		-		-		2,146		2,146
Total	$	-	$	-	$	2,146	$	2,146

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2024

Revenue Recognition [Abstract]

Schedule of Revenue by Product Category

The following table presents the Company’s revenue by product category for the three months ended March 31, 2024 and 2023:

	For the Three Months Ended March 31,
	2024		2023
Training	$	110,333	$	181,320
Product supplies		355,481		433,673
Equipment		96,810		93,690
Patient procedures		254,410		77,515
Total revenue	$	817,034	$	786,198

Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Profit (Loss)

Listed below are the revenues, cost of revenues, gross profits, assets and net profit (loss) by Company:

	For the Three Months Ended March 31, 2024
	Global Stem Cells Group			Meso Numismatics			Total
Revenue	$	817,034		$	-		$	817,034
Cost of revenue		248,043			-			248,043
Gross profit	$	568,991		$	-		$	568,991
Gross Profit %		69.64	%		0.00	%		69.64	%

Assets	$	1,137,238		$	1,941,795		$	3,079,033
Net profit (loss)	$	48,269		$	(2,009,289	)	$	(1,961,020	)

Notes Payable (Tables)

3 Months Ended

Mar. 31, 2024

Notes Payable [Abstract]

Schedule of Convertible Notes

The balance of the convertible notes as of March 31, 2024 and December 31, 2023 is as follows:

	March 31,			December 31,
	2024			2023
Convertible notes payable	$	44,939		$	57,252
Less: Discount		(7,437	)		(9,916	)
Convertible notes payable, net	$	37,502		$	35,023

Schedule of Promissory Notes

The balance of the promissory notes as of March 31, 2024 and December 31, 2023 is as follows:

	March 31,			December 31,
	2024			2023
Promissory notes payable	$	19,722,931		$	19,722,931
Promissory notes payable-related party		7,800			7,800
Less: Discount		(1,086,979	)		(2,100,966	)
Less: Deferred finance costs		(7,487	)		(15,798	)
Promissory notes payable, net	$	18,636,265		$	17,613,966

Schedule of Fair Values of the Embedded Convertible Notes Derivatives and Tainted Convertible Notes Using the Lattice Valuation

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,
	2024
Common stock issuable		88,878
Market value of common stock on measurement date	$	0.041
Adjusted exercise price	$	0.06
Risk free interest rate		4.96	%
Instrument lives in years		0.75 Year
Expected volatility		101	%
Expected dividend yields		None

Schedule of Fair Value of the Derivative Liability

The balance of the fair value of the derivative liability as of March 31, 2024 and December 31, 2023 is as follows:

Balance at December 31, 2022	$	6,944
Additions		-
Fair value loss		(3,450	)
Conversions		(1,348	)
Balance at December 31, 2023		2,146
Additions		-
Fair value loss		1,498
Conversions		-
Balance at March 31, 2024	$	3,644

Stockholders Equity (Tables)

3 Months Ended

Mar. 31, 2024

Stockholders Equity [Line Items]

Schedule of Warrant Transactions

The following table summarizes the Company’s warrant transactions during the three months ended March 31, 2024 and the year ended December 31, 2023:

	Number of Shares Underlying Warrants			Weighted Average Exercise Price
Outstanding at year ended December 31, 2022		103,500,000		$	0.082
Granted		-			-
Exercised		-			-
Expired		(16,000,000	)		-0.03
Outstanding at year ended December 31, 2023		87,500,000		$	0.091
Granted		-			-
Exercised		-			-
Expired		(10,000,000	)		-0.033
Outstanding at quarter ended March 31, 2024		77,500,000		$	0.099

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2024

Property and Equipment, Net [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following:

	March 31, 2024			December 31, 2023
Computer, equipment and vehicles (5 year useful life)	$	167,852		$	166,774
Leasehold improvements (2 year useful life)		559,302			501,226
Less: accumulated depreciation		(360,884	)		(308,697	)
Total property and equipment, net	$	366,270		$	359,303

Intellectual Property (Tables)

3 Months Ended

Mar. 31, 2024

Intellectual Property [Abstract]

Schedule of Fair Value of the Intangible Assets

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

	March 31, 2024			December 31, 2023
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		(255,541	)		(231,156	)
Total intangible assets, net	$	232,159		$	256,544

Operating Leases (Tables)

3 Months Ended

Mar. 31, 2024

Operating Leases [Abstract]

Schedule of Undiscounted Cash Payment Obligations for Its Non-Cancelable Lease Liabilities

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:

2024	$	57,069
2025		76,092
2026		—
2027		—
2028		—
Total undiscounted cash payments		133,161
Less interest		(8,157	)
Present value of payments	$	125,004

Goodwill (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill [Abstract]

Schedule of Goodwill

The following table summarizes the Company’s carrying amount of goodwill during the three months ended March 31, 2024 and the year ended December 31, 2023:

	Goodwill
Balance at December 31, 2022	$	5,805,438
Acquisition		-
Impairment		(4,125,460	)
Balance at December 31, 2023	$	1,679,978
Acquisition		-
Impairment		(4,125,460	)
Balance at March 31, 2024	$	1,679,978

Organization and Description of Business (Details) - USD ($)					3 Months Ended
	Aug. 18, 2021	Jul. 02, 2021	Dec. 31, 2019	Aug. 04, 2017	Mar. 31, 2024	Dec. 31, 2022	Oct. 28, 2022	Nov. 03, 2021	Nov. 16, 2016
Organization and Description of Business (Details) [Line Items]
Reverse stock split, description					On July 2, 2018, the Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of the Company’s 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.
Lans Holdings Inc. [Member]
Organization and Description of Business (Details) [Line Items]
Escrow								$ 8,200,000
Series of Individually Immaterial Business Acquisitions [Member]
Organization and Description of Business (Details) [Line Items]
Purchase price		$ 50,000
Gain on discontinued operations						$ 68,313
Mr Melvin Pereira [Member] \| Series of Individually Immaterial Business Acquisitions [Member]
Organization and Description of Business (Details) [Line Items]
Interest percentage							100.00%
Series BB Preferred Stock [Member]
Organization and Description of Business (Details) [Line Items]
Issuance of shares (in Shares)			81,043
Series BB Preferred Stock [Member] \| Series of Individually Immaterial Business Acquisitions [Member]
Organization and Description of Business (Details) [Line Items]
Percentage of ownership interest				100.00%					100.00%
Series BB Preferred Stock [Member] \| Meso Numismatics [Member]
Organization and Description of Business (Details) [Line Items]
Issuance of shares (in Shares)				25,000
Series AA Preferred Stock [Member] \| Series of Individually Immaterial Business Acquisitions [Member]
Organization and Description of Business (Details) [Line Items]
Number of shares issued (in Shares)	1,000,000
Series DD Preferred Stock [Member]
Organization and Description of Business (Details) [Line Items]
Issuance of shares (in Shares)					8,974
Series DD Preferred Stock [Member] \| Series of Individually Immaterial Business Acquisitions [Member]
Organization and Description of Business (Details) [Line Items]
Number of shares issued (in Shares)	8,974
Purchase price	$ 225,000
Series CC Preferred Stock [Member] \| Series of Individually Immaterial Business Acquisitions [Member] \| Lans Holdings Inc. [Member]
Organization and Description of Business (Details) [Line Items]
Number of shares issued (in Shares)					1,000
Common Stock [Member] \| Lans Holdings Inc. [Member]
Organization and Description of Business (Details) [Line Items]
Escrow					$ 8,200,000

Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Summary of Significant Accounting Policies [Line Items]
Federal deposit insurance	$ 250,000
Allowance for doubtful accounts	0	$ 0
Accumulated deficit	(63,951,151)	$ (61,990,131)
Working capital deficit	$ 23,688,329

Summary of Significant Accounting Policies (Details) - Schedule of Weighted Average Diluted Shares - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of Weighted Average Diluted Shares [Line Items]
Weighted average diluted shares	116,679,786	126,884,881
Convertible notes outstanding [Member]
Schedule of Weighted Average Diluted Shares [Line Items]
Weighted average diluted shares	88,878	293,973
Convertible preferred stock outstanding [Member]
Schedule of Weighted Average Diluted Shares [Line Items]
Weighted average diluted shares	39,090,908	39,090,908
Shares underlying warrants outstanding [Member]
Schedule of Weighted Average Diluted Shares [Line Items]
Weighted average diluted shares	77,500,000	87,500,000

Summary of Significant Accounting Policies (Details) - Schedule of Fair Value Hierarchy for those Assets and Liabilities - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Fair Value Hierarchy for Assets and Liabilities [Line Items]
Derivative liability	$ 3,644	$ 2,146
Total	3,644	2,146
Level 1 [Member]
Schedule of Fair Value Hierarchy for Assets and Liabilities [Line Items]
Derivative liability
Total
Level 2 [Member]
Schedule of Fair Value Hierarchy for Assets and Liabilities [Line Items]
Derivative liability
Total
Level 3 [Member]
Schedule of Fair Value Hierarchy for Assets and Liabilities [Line Items]
Derivative liability	3,644	2,146
Total	$ 3,644	$ 2,146

Revenue Recognition (Details) - Schedule of Revenue by Product Category - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Revenue by Product Category [Line Items]
Total revenue	$ 817,034	$ 786,198
Training [Member]
Schedule of Revenue by Product Category [Line Items]
Total revenue	110,333	181,320
Product supplies [Member]
Schedule of Revenue by Product Category [Line Items]
Total revenue	355,481	433,673
Equipment [Member]
Schedule of Revenue by Product Category [Line Items]
Total revenue	96,810	93,690
Patient procedures [Member]
Schedule of Revenue by Product Category [Line Items]
Total revenue	$ 254,410	$ 77,515

Revenue Recognition (Details) - Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Profit (Loss) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Profit (Loss) [Line Items]
Revenue	$ 817,034	$ 786,198
Cost of revenue	248,043	249,397
Gross profit	$ 568,991	536,801
Gross Profit %	69.64%
Assets	$ 3,079,033		$ 2,879,103
Net profit (loss)	(1,961,020)	$ (1,670,247)
Global Stem Cells Group [Member]
Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Profit (Loss) [Line Items]
Revenue	817,034
Cost of revenue	248,043
Gross profit	$ 568,991
Gross Profit %	69.64%
Assets	$ 1,137,238
Net profit (loss)	48,269
Meso Numismatics [Member]
Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Profit (Loss) [Line Items]
Revenue
Cost of revenue
Gross profit
Gross Profit %	0.00%
Assets	$ 1,941,795
Net profit (loss)	$ (2,009,289)

Notes Payable (Details) - USD ($)											3 Months Ended	12 Months Ended
Notes Payable (Details) - USD ($)	Nov. 20, 2023	Dec. 30, 2021	Sep. 20, 2021	Aug. 18, 2021	Jun. 22, 2021	Jan. 06, 2021	Dec. 09, 2020	Dec. 07, 2020	Dec. 31, 2019	Dec. 03, 2019	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2020	Nov. 25, 2019	Jan. 08, 2019	Dec. 31, 2015
Notes payable [Line Items]
Price per share (in Dollars per share)														$ 1.2
Aggregate amount									$ 97,252
Company payments											$ 0	$ 9,850
Debt discount amortization expense											2,479	7,679
Outstanding convertible notes											$ 0	9,850
Maturity date		17 months	3 years		3 years	1 year	2 years							4 years
Premium Interest percentage														20.00%
Default penalty								$ 5,379,624
Cashless warrants purchased (in Shares)			7,500,000		70,000,000	10,000,000	1,000,000	15,000,000
Aggregate principal amount	$ 1,999,999							$ 5,379,624
Promissory note bear interest	6.00%						15.00%	15.00%
Exercise price per shares (in Dollars per share)			$ 0.085			$ 0.03
Warrants issued (in Shares)			7,500,000		70,000,000						10,000,000		1,000,000
Debt amount			$ 360,607		$ 5,465,726						$ 237,811		$ 262,376
Secured note exchange	$ 2,506,827										766,319
Aggregate consideration	$ 300,000										0
Outstanding loan											1,999,999	1,999,999
Promissory debentures lender amount		$ 84,000	1,100,000		11,600,000	$ 1,000,000	$ 110,000
Lender had advanced			1,000,000		10,500,000	900,000	100,000
Net of discount			$ 100,000		$ 1,100,000	$ 100,000	$ 10,000
Annual interest rate			12.00%		12.00%	15.00%
Original loan amount				$ 20,991
Interest rate				8.99%
Interest monthly payments				$ 504.94
Accrued interest		$ 22,162
Premium percent		5.00%
Premium amount		$ 111,470
Bear interest rate		12.00%
Outstanding loans											7,958	7,958
Unamortized discount											0	0
Interest expenses											1,022,299	3,049,999
Amortization expense											1,511,297
Outstanding promissory notes payable											19,730,731	19,730,731
Warrant [Member]
Notes payable [Line Items]
Cashless warrants purchased (in Shares)								15,000,000
Exercise price per shares (in Dollars per share)			$ 0.085		$ 0.1	$ 0.033	$ 0.03	$ 0.03					$ 0.03
Convertible notes [Member]
Notes payable [Line Items]
Accrued interest
Accrued Interest [Member]
Notes payable [Line Items]
Accrued interest								$ 5,379,624
Lender Two [Member]
Notes payable [Line Items]
Principal balance outstanding											2,872,797	2,872,797
Unamortized discount											0	0
Promissory debentures [Member]
Notes payable [Line Items]
Principal balance outstanding											110,000	110,000
Unamortized discount											0	0
Promissory debentures [Member] \| Warrant [Member]
Notes payable [Line Items]
Principal balance outstanding											1,000,000	1,000,000
Unamortized discount											0	0
Promissory Debentures Two [Member]
Notes payable [Line Items]
Principal balance outstanding											11,600,000	11,600,000
Unamortized discount											963,717	1,927,351
Promissory Debentures Four [Member]
Notes payable [Line Items]
Principal balance outstanding											1,100,000	1,100,000
Unamortized discount											124,724	181,381
Promissory Debentures Six [Member]
Notes payable [Line Items]
Principal balance outstanding											111,470	111,470
Unamortized discount											0	0
Stock Purchase Agreement [Member]
Notes payable [Line Items]
Principal balance outstanding											0	0
Outstanding shares rate				100.00%
Investor for proceeds				$ 400,000
Revenues percentage				7.75%
Accrued interest											455,871	392,551
Derivatives Liabilities [Member]
Notes payable [Line Items]
Aggregate promissory notes								5,379,624
Shares exchanged principal								$ 5,379,624
Digital Arts Media Network [Member]
Notes payable [Line Items]
Price per share (in Dollars per share)														$ 1.2
promissory note bear interest																10.00%
Maturity date																1 year
Principal balance outstanding											130,025	130,025
Accrued interest											108,808	105,602
Related Party [Member]
Notes payable [Line Items]
Promissory note related party											7,800	7,800
Global Stem Cell Group, Inc. [Member]
Notes payable [Line Items]
Outstanding shares rate				100.00%
Benito Novas [Member]
Notes payable [Line Items]
Acquired amount															$ 45,000
2020 Secured Note [Member]
Notes payable [Line Items]
Secured note exchange												3,244,361
Aggregate consideration												300,000
Short-Term Investments [Member] \| Stock Purchase Agreement [Member]
Notes payable [Line Items]
Principal balance outstanding											400,000	400,000
Promissory Notes Payable [Member]
Notes payable [Line Items]
Aggregate promissory notes									$ 332,068
Cashless warrants purchased (in Shares)								15,000,000
Warrants issued (in Shares)													15,000,000
Debt amount													$ 17,491
Interest rate				20.00%
Promissory Notes Payable [Member] \| Promissory debentures [Member]
Notes payable [Line Items]
Maturity date		17 months
Promissory debentures lender amount		$ 6,000
Accrued interest		$ 1,578
Premium percent		5.00%
Premium amount		$ 7,958
Bear interest rate		12.00%
Convertible Notes Payable [Member]
Notes payable [Line Items]
Accrued interest											7,363,741	6,597,422
Chief Executive Officer [Member]
Notes payable [Line Items]
Converted shares (in Shares)										18,500
Common stock (in Shares)										250,999
Chief Executive Officer [Member] \| Business Combination [Member]
Notes payable [Line Items]
Share issuance of common stock (in Shares)										25,000
Chief Executive Officer [Member] \| Related Party [Member]
Notes payable [Line Items]
Promissory note related party											7,800	7,800
Series BB Preferred Stock [Member]
Notes payable [Line Items]
Aggregate shares amount (in Shares)									81,043
Principal balance outstanding											398,482	398,482
Shares exchange (in Shares)									276,723
Unamortized discount											$ 6,025	$ 8,033
Series BB Preferred Stock [Member] \| Mr Melvin Pereira [Member]
Notes payable [Line Items]
Shares exchange (in Shares)										6,500
Series BB Preferred Stock [Member] \| Business Combination [Member]
Notes payable [Line Items]
Percentage of acquire										100.00%

Notes Payable (Details) - Schedule of Convertible Notes - Convertible Notes [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Convertible Notes [Line Items]
Convertible notes payable	$ 44,939	$ 57,252
Less: Discount	(7,437)	(9,916)
Convertible notes payable, net	$ 37,502	$ 35,023

Notes Payable (Details) - Schedule of Promissory Notes - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of Promissory Notes [Abstract]
Promissory notes payable	$ 19,722,931	$ 19,722,931
Promissory notes payable-related party	7,800	7,800
Less: Discount	(1,086,979)	(2,100,966)
Less: Deferred finance costs	(7,487)	(15,798)
Promissory notes payable, net	$ 18,636,265	$ 17,613,966

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, 2024 $ / shares shares
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	88,878
Market value of common stock on measurement date (in Dollars per share)	$ 0.041
Adjusted exercise price (in Dollars per share)	$ 0.06
Risk free interest rate	4.96%
Instrument lives in years	9 months
Expected volatility	101.00%
Expected dividend yields

Notes Payable (Details) - Schedule of Fair Value of the Derivative Liability - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of Fair Value of the Derivative Liability [Abstract]
Balance	$ 2,146	$ 6,944
Additions
Fair value loss	1,498	(3,450)
Conversions		(1,348)
Balance	$ 3,644	$ 2,146

Stockholders Equity (Details) - USD ($)									3 Months Ended		12 Months Ended
Stockholders Equity (Details) - USD ($)	Dec. 08, 2023	Jan. 01, 2022	Sep. 20, 2021	Aug. 18, 2021	Jul. 02, 2021	Jun. 22, 2021	Jan. 06, 2021	Dec. 31, 2019	Mar. 31, 2024	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Feb. 01, 2024	Jan. 26, 2024	Dec. 31, 2023	Nov. 25, 2022	Feb. 18, 2022	Dec. 09, 2020	Dec. 07, 2020	Jun. 26, 2020	Nov. 26, 2019	Mar. 29, 2017	Mar. 31, 2016	Jul. 31, 2015	Jun. 30, 2015	Jun. 30, 2014	May 02, 2014
Stockholders Equity [Line Items]
Shares authorized									100,000,000						100,000,000
Common stock, shares issued									12,493,938						12,493,938
Common stock, shares outstanding									12,493,938						12,493,938
Exercise price per warrant (in Dollars per share)			$ 0.085				$ 0.03
Issuance of warrants			7,500,000									16,000,000
Warrants issued for debt (in Dollars)			$ 360,607			$ 5,465,726	$ 237,811
Expected life									9 months
Expected dividend rate
Expected volatility									101.00%
Risk free interest rate minimum									4.96%
Conversion shares									1,000
Common stock conversion price (in Dollars per share)									$ 0.8
Monthly based annual rate (in Dollars)		$ 90,000
Other expenses (in Dollars)									$ 503,552
Warrant [Member]
Stockholders Equity [Line Items]
Shares issued			7,500,000			70,000,000	10,000,000					16,000,000
Exercise price per warrant (in Dollars per share)			$ 0.085			$ 0.1	$ 0.033					$ 0.03						$ 0.03	$ 0.03
Warrants expire year			3 years			3 years	3 years					3 years
Issuance of warrants						70,000,000	10,000,000
Warrants issued for debt (in Dollars)												$ 279,867
Risk free interest rate												0.20%
Expected life											3 years	3 years
Expected dividend rate											0.00%	0.00%
Expected volatility												411.72%
Risk free interest rate minimum											0.20%
Risk free interest rate maximum											0.45%
Volatility minimum											338.36%
Volatility maximum											394.78%
Minimum [Member]
Stockholders Equity [Line Items]
Shares authorized														100,000,000									1,500,000,000	500,000,000	200,000,000
Maximum [Member]
Stockholders Equity [Line Items]
Shares authorized														6,500,000,000									6,500,000,000	1,500,000,000	500,000,000
Two Thousand Twenty Three Transactions [Member]
Stockholders Equity [Line Items]
Share issued for consulting services	50,000
Common stock issued for consulting services (in Dollars)	$ 455
Common stock, shares issued									12,493,938						12,493,938
Common stock, shares outstanding									12,493,938						12,493,938
Series of Individually Immaterial Business Acquisitions [Member]
Stockholders Equity [Line Items]
Purchase price (in Dollars)					$ 50,000
Series of Individually Immaterial Business Acquisitions [Member] \| Series AA Super Voting Preferred Stock [Member]
Stockholders Equity [Line Items]
Purchase price (in Dollars)					50,000
Series of Individually Immaterial Business Acquisitions [Member] \| Series DD Convertible Preferred Stock [Member]
Stockholders Equity [Line Items]
Purchase price (in Dollars)				$ 225,000	$ 50,000
Series AA Super Voting Preferred Stock [Member]
Stockholders Equity [Line Items]
Preferred shares issued									50,000																	11,000,000	1,000,000
Preferred stock, par value (in Dollars per share)																										$ 0.001	$ 0.001
Shares issued																											1
Aggregate vote percentage									67.00%
Increase in authorized shares																					1,050,000
Repurchase of shares																				1,000,000
Aggregate purchase price (in Dollars)																				$ 160,000
Preferred stock value									166,795
Votes per preferred share									10,000
Common stock, voting rights									one
Averages transactions percentage									30.00%
Series AA Super Voting Preferred Stock [Member] \| Benito Novas [Member]
Stockholders Equity [Line Items]
Preferred shares issued									1,000,000
Series AA Super Voting Preferred Stock [Member] \| Current Director and President [Member]
Stockholders Equity [Line Items]
Shares issued																				50,000
Series AA Preferred Stock [Member]
Stockholders Equity [Line Items]
Preferred shares issued									1,050,000						1,050,000
Preferred shares outstanding									1,050,000						1,050,000
Aggregate value (in Dollars)									$ 964,000
Series AA Preferred Stock [Member] \| Benito Novas [Member]
Stockholders Equity [Line Items]
Preferred stock value (in Dollars)									$ 963,866
Series AA Preferred Stock [Member] \| Series of Individually Immaterial Business Acquisitions [Member]
Stockholders Equity [Line Items]
Number of shares issued				1,000,000
Series AA Preferred Stock [Member] \| Series of Individually Immaterial Business Acquisitions [Member] \| Series AA Super Voting Preferred Stock [Member]
Stockholders Equity [Line Items]
Number of shares issued				1,000,000
Series AA Preferred Stock [Member] \| Series of Individually Immaterial Business Acquisitions [Member] \| Series DD Convertible Preferred Stock [Member]
Stockholders Equity [Line Items]
Number of shares issued				1,000,000
Series DD Preferred Stock [Member]
Stockholders Equity [Line Items]
Shares issued									896								448
Aggregate value (in Dollars)									$ 504,000,000
Number of shares issued									8,974
Series DD Preferred Stock [Member] \| Series of Individually Immaterial Business Acquisitions [Member]
Stockholders Equity [Line Items]
Number of shares issued				8,974
Purchase price (in Dollars)				$ 225,000
Series DD Preferred Stock [Member] \| Series of Individually Immaterial Business Acquisitions [Member] \| Series AA Super Voting Preferred Stock [Member]
Stockholders Equity [Line Items]
Number of shares issued				8,974
Purchase price (in Dollars)				$ 225,000
Series BB Preferred Stock [Member]
Stockholders Equity [Line Items]
Preferred stock, par value (in Dollars per share)																						$ 0.001
Preferred shares outstanding								276,723
Preferred stock, shares authorized																						1,000,000
Preferred stock liquidation value (in Dollars)									$ 1
Number of shares issued								81,043
Returned and cancelled										279,146
Designated shares													1,000,000
Series BB Preferred Stock [Member] \| Convertible Debt [Member]
Stockholders Equity [Line Items]
Shares issued								81,043
Aggregate value (in Dollars)								$ 97,252
Number of shares issued								276,723
Series BB Preferred Stock [Member] \| Promissory Notes Payable [Member]
Stockholders Equity [Line Items]
Aggregate value (in Dollars)								$ 332,068
Returned and cancelled								78,620
Number of share outstanding												279,146
Designation of Series CC Preferred Stock [Member]
Stockholders Equity [Line Items]
Preferred stock, par value (in Dollars per share)																$ 1,000
Conversion shares																1,000
Common stock conversion price (in Dollars per share)									$ 0.8
Series CC Preferred Stock [Member]
Stockholders Equity [Line Items]
Designated shares													8,000,000
Series DD Convertible Preferred Stock [Member]
Stockholders Equity [Line Items]
Preferred shares issued									9,870						9,870
Preferred stock, par value (in Dollars per share)																					$ 0.001
Preferred shares outstanding									9,870						9,870
Preferred stock, shares authorized																					10,000
Aggregate value (in Dollars)									$ 503,072
Number of shares issued									896		448
Common stock conversion price (in Dollars per share)									$ 3.17
Consideration paid (in Dollars)											$ 251,536
Series DD Convertible Preferred Stock [Member] \| Global Stem Cell Group, Inc [Member]
Stockholders Equity [Line Items]
Number of shares issued									8,974
Consideration paid (in Dollars)									$ 5,038,576
Series DD Convertible Preferred Stock [Member] \| Benito Novas [Member]
Stockholders Equity [Line Items]
Aggregate value (in Dollars)									$ 5,038,576
Number of shares issued									8,974
Common stock conversion price (in Dollars per share)									$ 3.17
Designation of Series DD Convertible Preferred Stock [Member]
Stockholders Equity [Line Items]
Common stock conversion price (in Dollars per share)									$ 3.17
Preferred Series DD Stock [Member]
Stockholders Equity [Line Items]
Shares issued				448
Preferred Series DD Stock [Member] \| Series of Individually Immaterial Business Acquisitions [Member] \| Series DD Convertible Preferred Stock [Member]
Stockholders Equity [Line Items]
Number of shares issued				8,974

Stockholders Equity (Details) - Schedule of Warrant Transactions - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Schedule of Warrant Transactions [Line Items]
Number of Shares Underlying Warrants, Outstanding Beginning balance	87,500,000	103,500,000
Weighted Average Exercise Price, Outstanding Beginning balance	$ 0.091	$ 0.082
Number of Shares Underlying Warrants, Granted
Weighted Average Exercise Price, Granted
Number of Shares Underlying Warrants, Exercised
Weighted Average Exercise Price, Exercised
Number of Shares Underlying Warrants, Expired	(10,000,000)	(16,000,000)
Weighted Average Exercise Price, Expired	$ (0.033)	$ (0.03)
Number of Shares Underlying Warrants, Outstanding Ending balance	77,500,000	87,500,000
Weighted Average Exercise Price, Outstanding Ending balance	$ 0.099	$ 0.091

Related Party Transactions (Details) - USD ($)					3 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Feb. 18, 2022	Jan. 01, 2022	Aug. 18, 2021	Jan. 08, 2019	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transactions [Line Items]
Monthly based annual rate		$ 90,000
Stock splits (in Shares)	448	896	448
Consulting services						$ 101,158
Percentage of stock purchase agreement			100.00%
Benito Novas [Member]
Related Party Transactions [Line Items]
Consulting services					$ 65,153
Enterprise Technology Consulting [Member]
Related Party Transactions [Line Items]
Company owned percentage					100.00%
Stock Purchase Agreement [Member]
Related Party Transactions [Line Items]
Percentage of stock purchase agreement			100.00%
Original loan amount				$ 20,991
Loan amount interest term				48 months
Monthly payments				$ 504.94
Outstanding auto loan					$ 0		$ 0
Stock Purchase Agreement [Member] \| Benito Novas [Member]
Related Party Transactions [Line Items]
Interest				8.99%
Stock Purchase Agreement [Member] \| Benito Novas [Member]
Related Party Transactions [Line Items]
Related auto loan				$ 45,000
Chief Executive Officer [Member]
Related Party Transactions [Line Items]
Consulting services					$ 22,500		$ 90,000

Commitments and Contingencies (Details)	3 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2024 USD ($) m²	Mar. 31, 2023 USD ($)
Commitments and Contingencies [Line Items]
Percentage of asset disposition payment	27.50%
Area of land held (in Square Meters) \| m²	1,647
Monthly rent	$ 2,714
Security deposit	5,588
Rent expense	15,028	$ 11,062
Global Stem Cell Group [Member]
Commitments and Contingencies [Line Items]
Gross proceeds	$ 400,000
Revenues percentage	7.75%
Area of land held (in Square Meters) \| m²	1,216
Tulum Trade Center [Member]
Commitments and Contingencies [Line Items]
Area of land held (in Square Meters) \| m²	2,863
Monthly rent	$ 6,341
Security deposit	$ 11,725

Property and Equipment, Net (Details) - USD ($)	3 Months Ended
Property and Equipment, Net (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Property and Equipment, Net [Abstract]
Depreciation expense	$ 52,187	$ 32,243

Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Property and Equipment, Net [Line Items]
Computer, equipment and vehicles (5 year useful life)	$ 167,852	$ 166,774
Leasehold improvements (2 year useful life)	559,302	501,226
Less: accumulated depreciation	(360,884)	(308,697)
Total property and equipment, net	$ 366,270	$ 359,303

Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net (Parentheticals)	Mar. 31, 2024
Computer, equipment and vehicles (5 year useful life) [Member]
Schedule of Property and Equipment, Net [Line Items]
Estimated useful life	5 years
Leasehold improvements (2 year useful life) [Member]
Schedule of Property and Equipment, Net [Line Items]
Estimated useful life	2 years

Intellectual Property (Details) - USD ($)	3 Months Ended
Intellectual Property (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Intellectual Property [Abstract]
Estimated useful lives	5 years
Amortization expense intellectual property	$ 24,385	$ 24,385

Intellectual Property (Details) - Schedule of Fair Value of the Intangible Assets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Fair Value of the Intangible Assets [Line Items]
Intangible assets	$ 487,700	$ 487,700
Less: accumulated amortization	(255,541)	(231,156)
Total intangible assets, net	232,159	256,544
Tradename - Trademarks [Member]
Schedule of Fair Value of the Intangible Assets [Line Items]
Intangible assets	87,700	87,700
Intellectual Property / Licenses [Member]
Schedule of Fair Value of the Intangible Assets [Line Items]
Intangible assets	363,000	363,000
Customer Base [Member]
Schedule of Fair Value of the Intangible Assets [Line Items]
Intangible assets	$ 37,000	$ 37,000

Operating Leases (Details)	3 Months Ended
Operating Leases (Details)	Mar. 31, 2024 USD ($) m² ft²
Operating Leases [Line Items]
Monthly rent	$ 2,714
Security deposit	$ 5,588
Tulum Trade Center [Member]
Operating Leases [Line Items]
Square feet of area \| m²	2,863
Monthly rent	$ 6,341
HELLIMEX, S.A. [Member]
Operating Leases [Line Items]
Square feet of area \| ft²	1,647
Global Stem Cell Group, Inc. [Member]
Operating Leases [Line Items]
Square feet of area \| m²	1,216
Monthly rent	$ 6,341
Security deposit	$ 11,725

Operating Leases (Details) - Schedule of Undiscounted Cash Payment Obligations for its Non-Cancelable Lease Liabilities	Mar. 31, 2024 USD ($)
Schedule of Undiscounted Cash Payment Obligations for its Non-Cancelable Lease Liabilities [Abstract]
2024	$ 57,069
2025	76,092
2026
2027
2028
Total undiscounted cash payments	133,161
Less interest	(8,157)
Present value of payments	$ 125,004

Goodwill (Details) - USD ($)		3 Months Ended
Goodwill (Details) - USD ($)	Aug. 18, 2021	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Line Items]
Stock purchase percentage	100.00%
Cash	$ 225,000	$ 175,000
Purchase price		6,229,000
Impairment of goodwill		4,125,460
Goodwill		1,679,978	$ 1,679,978	$ 5,805,438
Stock Purchase Agreement [Member]
Goodwill [Line Items]
Cash		225,000
Series AA Preferred Stock [Member]
Goodwill [Line Items]
Aggregate value		$ 964,000
Series AA Preferred Stock [Member] \| Series of Individually Immaterial Business Acquisitions [Member]
Goodwill [Line Items]
Number of shares issued (in Shares)	1,000,000
Series AA Preferred Stock [Member] \| Stock Purchase Agreement [Member]
Goodwill [Line Items]
Number of shares issued (in Shares)		1,000,000
Series DD Preferred Stock [Member]
Goodwill [Line Items]
Number of shares issued (in Shares)		8,974
Aggregate value		$ 504,000,000
Series DD Preferred Stock [Member] \| Series of Individually Immaterial Business Acquisitions [Member]
Goodwill [Line Items]
Number of shares issued (in Shares)	8,974

Goodwill (Details) - Schedule of Goodwill - USD ($)	3 Months Ended	12 Months Ended
Goodwill (Details) - Schedule of Goodwill - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Goodwill [Abstract]
Balance beginning	$ 1,679,978	$ 5,805,438
Acquisition
Impairment	(4,125,460)	(4,125,460)
Balance ending	$ 1,679,978	$ 1,679,978

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