Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Dec. 28, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | MESO NUMISMATICS, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 10,869,596 | |
Amendment Flag | false | |
Entity Central Index Key | 0001760026 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-56010 | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | No |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and restricted cash | $ 11,297 | $ 23,379 |
Total current assets | 11,297 | 23,379 |
Property and equipment, net | 2,800 | 3,000 |
Total assets | 14,097 | 26,379 |
Current liabilities | ||
Accounts payable and accrued liabilities | 424,189 | 423,209 |
Accrued liabilities-related party | 11,670 | |
Convertible notes payable, net | 1,641,408 | 1,274,959 |
Accrued interest | 602,031 | 537,225 |
Derivative liability | 5,102,054 | 4,730,990 |
Total current liabilities | 7,781,352 | 6,966,383 |
Long term liabilities | ||
Convertible notes payable, net | 4,898 | 54 |
Notes payable-related parties | 7,800 | 7,800 |
Notes payable | 324,268 | 324,268 |
Total liabilities | 8,118,318 | 7,298,505 |
Common stock, $0.001 par value per share; 6,500,000,000 shares authorized; 9,972,352 and 9,562,352 shares issued and 8,370,038 and 7,960,038 shares outstanding for the quarter ended March 31, 2020 and the year ended December 31, 2019, respectively | 8,371 | 7,961 |
Additional paid in capital | 20,538,148 | 20,524,380 |
Accumulated deficit | (28,735,750) | (27,889,477) |
Total stockholders' deficit | (8,187,952) | (7,355,857) |
Total liabilities and stockholders' deficit | 14,097 | 26,379 |
Series CC Preferred Stock | ||
Long term liabilities | ||
Preferred stock value | 83,731 | 83,731 |
Series AA Preferred Stock | ||
Long term liabilities | ||
Preferred stock value | 1,000 | 1,000 |
Series BB Preferred Stock | ||
Long term liabilities | ||
Preferred stock value | $ 279 | $ 279 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,500,000,000 | 6,500,000,000 |
Common stock, shares issued | 9,972,352 | 9,562,352 |
Common stock, shares outstanding | 8,370,038 | 7,960,038 |
Series CC Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Series AA Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Series BB Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 559,815 | 559,815 |
Preferred stock, shares outstanding | 279,146 | 279,146 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 11,320 | $ 11,916 |
Cost of revenue | 12,119 | 15,708 |
Gross profit | (799) | (3,792) |
Operating expenses | ||
Advertising and marketing | 44 | 233 |
Professional fees | 12,729 | 53,454 |
Officer compensation | 45,484 | 24,724 |
Depreciation expense | 200 | 200 |
Investor relations | 3,500 | 13,750 |
General and administrative | 15,276 | 5,878 |
Total operating expenses | 77,233 | 98,239 |
Other income (expense) | ||
Interest expense | (438,682) | (97,968) |
Loss on conversion of debt | (4,251) | |
Derivative financial instruments | (325,308) | (2,482,993) |
Net loss | $ (846,273) | $ (2,682,992) |
Net loss per common share, basic and diluted (in Dollars per share) | $ (0.10) | $ (0.55) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 8,333,924 | 4,901,024 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited) - USD ($) | Series CC Preferred Stock | Series AA Preferred Stock | Series BB Preferred Stock | Common Stock | Additional Paid In Capital | Stock Payable | Accumulated Deficit | Total |
Balance, at Dec. 31, 2018 | $ 1,000 | $ 444 | $ 4,900 | $ 20,835,425 | $ (25,380,333) | $ (4,538,564) | ||
Balance, (in Shares) at Dec. 31, 2018 | 1,000,000 | 444,135 | 4,901,024 | |||||
Net income (Loss) | (2,682,992) | (2,682,992) | ||||||
Balance, at Mar. 31, 2019 | $ 1,000 | $ 444 | $ 4,900 | 20,835,425 | (28,063,325) | (7,221,556) | ||
Balance, (in Shares) at Mar. 31, 2019 | 1,000,000 | 444,135 | 4,901,024 | |||||
Balance, at Dec. 31, 2019 | $ 83,731 | $ 1,000 | $ 279 | $ 7,961 | 20,524,380 | (27,889,477) | (7,355,857) | |
Balance, (in Shares) at Dec. 31, 2019 | 1,000 | 10,000,000 | 279,146 | 7,960,038 | ||||
Conversion of convertible debt | $ 410 | 2,173 | 2,583 | |||||
Conversion of convertible debt (in Shares) | 410,000 | |||||||
Loss on conversion of debt | 4,251 | 4,251 | ||||||
Derivative settlement | 7,344 | 7,344 | ||||||
Net income (Loss) | (846,273) | (846,273) | ||||||
Balance, at Mar. 31, 2020 | $ 83,731 | $ 1,000 | $ 279 | $ 8,371 | $ 20,538,148 | $ (28,735,750) | $ (8,187,952) | |
Balance, (in Shares) at Mar. 31, 2020 | 1,000 | 1,000,000 | 279,146 | 8,370,038 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (846,273) | $ (2,682,992) |
Non-cash adjustments to reconcile net loss to net cash: | ||
Amortization of debt discount | 373,876 | 77,188 |
Depreciation and amortization expense | 200 | 200 |
Change in derivative liabilities | 325,308 | 2,482,993 |
Loss on conversion of debt | 4,251 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 77,956 | 29,985 |
CASH USED BY OPERATING ACTIVITIES | (64,682) | (92,626) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of debt | 52,600 | 62,370 |
CASH PROVIDED BY FINANCING ACTIVITIES | 52,600 | 62,370 |
Net decrease in cash | (12,082) | (30,256) |
Cash, beginning of year | 23,379 | 30,834 |
Cash, end of year | 11,297 | 578 |
NON-CASH FINANCING ACTIVITIES: | ||
Discount issued on convertible debt | 53,100 | 62,370 |
Settlement of derivative discounts | 7,344 | |
Conversion of convertible debt | $ 2,583 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Nature of Business Meso Numismatics, Inc. (the “Company”) was originally organized under the laws of Washington State in 1999, as Spectrum Ventures, LLC to develop market and sell VOIP (Voice over Internet Protocol) services. In 2002, the Company changed its name to Nxtech Wireless Cable Systems, Inc. In August 2007, the Company changed its name to Oriens Travel & Hotel Management Corp. In November 2014, the Company changed its name to Pure Hospitality Solutions, Inc. On November 16, 2016, the Company entered into an Agreement and Plan of Merger between the Company and Meso Numismatics Corp. (“Meso”). The acquisition of Meso is to support the Company’s overall mission of specializing in ventures related to Central America and the Latin countries of the Caribbean; not limited to tourism. Meso is a small but scalable numismatics operation that the Company can leverage for low-cost revenues and product marketing. Meso Numismatics maintains an online store with eBay (www.mesocoins.com) and participates in live auctions with major companies such as Heritage Auctions, Stacks Bowers Auctions and Lyn Knight Auctions. The acquisition was complete on August 4, 2017 following the Company issuance of 25,000 shares of Series BB preferred stock to Meso to acquire one hundred (100%) percent of Meso’s common stock. The Company accounted for the acquisition as common control, as Melvin Pereira, the CEO and principal shareholder of the Company controlled, operated and owned both companies. On November 16, 2016, the date of the Merger Agreement and June 30, 2017, the date of the Debt Settlement Agreement, Melvin Pereira, CEO of Pure Hospitality Solutions, owned 100% of the stock of Meso Numismatics. Pure Hospitality Solutions, Inc. and Meso Numismatics 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. The Company did, however, use its footprint within the Latin American region to expand Meso Numismatics at a much quicker rate. In September 2018, the Company changed its name to Meso Numismatics, Inc. and FINRA provided a market effective date and on September 26, 2018, the new ticker symbol MSSV became effective on October 16, 2018. On July 2, 2018, the Board of Directors authorized, and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The prior year financials have been changed to reflect the 1-for-1,000 reverse stock split. On November 27, 2019, Meso Numismatics Inc. entered into an Assignment and Assumption Agreement with Lans Holdings Inc., whereby Lans Holdings Inc. assigned all of its rights to, obligations and interest in a Binding Letter of Intent entered into on May 23, 2019 with Global Stem Cells Group Inc. and Benito Nova, setting forth the principal terms pursuant to which the Company will acquire 50,000,000 shares of common stock of Global Stem Cells Group Inc. In consideration for the Assignment, Meso Numismatics Inc. shall: ● Assume certain Convertible Redeemable Notes issued by Lans Holdings Inc. to a lender, pursuant to the Assignment and Assumption Agreement and subject to any pre-existing defaults under the Notes, Meso Numismatics Inc. reissued an aggregate of $1,079,626 of Convertible Redeemable Notes to the lender which bear interest at a rate varying from ten (10%) to fifteen (15%) percent and have a one (1) year maturity date. ● Issue to Lans Holdings Inc. 1,000 shares of its Series CC Convertible Preferred Stock valued at $83,731 calculated based on conversion provision of the Company’s Articles of Incorporation filed with the Secretary of State in Nevada on November 26, 2019. Shareholders of outstanding shares of Series CC Convertible Preferred Stock shall be entitled to convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price. The consideration for the assignment of $1,163,357, consisting of an aggregate of $1,079,626 of Convertible Redeemable Notes assumed from Lans Holdings Inc and. 1,000 shares of its Series CC Convertible Preferred Stock valued at $83,731 issued to Holdings Inc was recorded as compensation expense. On November 27, 2019, and in connection with the execution of the Assignment, the Company’s Board of Directors appointed Mr. David Christensen, former director and CEO of LAHO, to serve as director and president of the Company and, as an inducement, authorized to Mr. Christensen 50,000 shares of its Series AA in connection with said appointments. On December 23, 2019, Meso Numismatics Inc. entered into the Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., whereby the Original Agreement is amended to extend the deadline to enter into the New LOI to 120 days from the execution of the Post Closing Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 120 days from the execution of the Post Closing Amendment. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The audited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Pure Hospitality Solutions, Inc. and Meso Numismatics Corp. All intercompany transactions have been eliminated. Use of Estimates in Financial Statement Presentation The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. On September 26, 2018, a 1:1000 reverse stock split was approved by the Financial Industry Regulatory Authority (“FINRA”) for shareholders of record as of September 26, 2018. All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split, including the financial statements and notes thereto. Cash and Cash Equivalents The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At March 31, 2020 and December 31, 2019, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of March 31, 2020 and December 31, 2019. Inventory The Company’s inventory is comprised of roughly 50% coins and medals and 50% paper money. The Company has a meticulous process for the acquisition and sales process for each coin item. The Company specializes in coins from the Meso region, but also acquires coins and medals from elsewhere around the world As of March 31, 2020, the Company is working on an inventory tracking system by serial number. Until such time as an inventory tracking system exists, the inventory costs cannot be properly confirmed and written-off to cost of revenue. Derivative Instruments The derivative instruments are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Binomial option pricing model to value the derivative instruments. Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of products by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the period ended March 31 2020 and December 31, 2019. The Company’s revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs, which it then sends to Numismatic Guaranty Corporation and Paper Money Guaranty for authentication and grading. Once graded, the inventory is transferred to Meso’s Florida-based location and then sent around the world to the Company’s many customers, with sales recorded net of fees. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration the Company receives in exchange for those products. Income Taxes The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities, given the provisions of currently enacted tax laws. The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met. Net Earnings (Losses) Per Common Share The Company computes earnings (loss) per share by dividing net earnings (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the year. Dilutive common stock equivalents may consist of shares issuable upon conversion of convertible preferred shares and convertible notes payable (calculated using the treasury stock method). Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations. As of March 31, 2020, the conversion of convertible notes would result in an additional 707,121,727 shares of common stock. 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, 2020 and December 31, 2019, 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, 2020 and December 31, 2019, the Company does not have any assets or liabilities except for derivative liabilities and convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on non-recurring basis as of March 31, 2020 and December 31, 2019: Level 1 Level 2 Level 3 Total March 31, 2020 Convertible Notes Payable, net of discount $ - $ 1,646,306 $ - $ 1,646,306 Derivative Liability - - 5,102,054 5,102,054 Total $ - $ 1,646,306 $ 5,102,054 $ 6,748,360 December 31, 2019 Convertible Notes Payable, net of discount $ - $ 1,275,013 $ - $ 1,275,013 Derivative Liability - - 4,730,990 4,730,990 Total $ - $ 1,275,013 $ 4,730,990 $ 6,006,003 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, 2020, and December 31, 2019, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. Stock Based Compensation Stock based compensation costs are measured at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The Company determines the fair value of awards using the Black - Scholes valuation model. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02 , Leases In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides consistency in the accounting for share-based payments to nonemployees with that of employees. The Company has adopted ASU 2018-07 in the first quarter of 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Other accounting standards and amendments to existing accounting standards that have been issued and have future effective dates are not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements Going Concern The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $28,735,750 and negative working capital of $7,770,055 as of March 31, 2020 and future losses are anticipated. These factors, among others, generally tend to raise substantial doubt as to its ability to obtain additional long-term debt or equity financing in order to have the necessary resources to further design, develop and launch the website and market the Company’s new service. In order to continue as a going concern, the Company needs to develop a reliable source of revenues and achieve a profitable level of operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. To fund basic operations for the next twelve months, the Company projects a need for $750,000 that will have to be raised through debt or equity. In addition to the estimated $300,000 for operating expenses the Company is budgeting $180,000 for advertising and marketing and $90,000 for new technology. To attract more customers to Meso Numismatics, the Company plans on hiring an advertising firm and placing more ads on sites such as NGC and PMG. Along with the advertising program the Company plans on investing in upgrading and expanding the Meso App. To continue expanding sales the Company plans to invest $90,000 to acquire additional inventory along with exploring possible acquisitions, which the Company estimates it will need approximately $100,000. Accordingly, the audited financial statements are accounted for as if the Company is a going concern and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or other adjustments that might be necessary should be Company be unable to continue as a going concern. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | NOTE 3 – REVENUE RECOGNITION On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers (1) Identify the contract with a customer (2) Identify the performance obligations in the contract (3) Determine the transaction price (4) Allocate the transaction price to each performance obligation in the contract (5) Recognize revenue when each performance obligation is satisfied There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the period ended March 31, 2020 and December 31, 2019. The Company’s only revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs, which it then sends to Numismatic Guaranty Corporation and Paper Money Guaranty for authentication and grading. Once graded, the inventory is transferred to Meso’s Florida-based location and then sent around the world to the Company’s many customers, with sales recorded net of fees. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration the Company receives in exchange for those products. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE Convertible Notes Payable During 2015, the Company entered into Convertible Debentures with Digital Arts Media Network and Ajene Watson, LLC. The promissory note agreements bear interest from eight (8%) percent to ten (10%) and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the investors’ sole discretion, into shares of common stock at variable conversion prices. As of March 31, 2020, and December 31, 2019, Digital Arts Media Network and Ajene Watson, LLC had an outstanding balance of $148,247. From 2016 to 2018, the Company entered into several Convertible Debentures with a lender which bear interest at eight (8%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the leaders’ sole discretion, into shares of common stock at variable conversion prices. The lender had an outstanding balance at March 31, 2020 and December 31, 2019 of $852,133. During 2019, the Company entered into several Convertible Debentures with two lenders which bear interest from eight (8%) percent to fifteen (15%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. During 2019, the two lenders had advanced a total of $354,870, net of discount and attorney fees, in the amount of $33,110 to the Company. On November 25, 2019, Meso Numismatics Inc. pursuant to the certificate of designation of the Series BB, elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder shall have the option, within 30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. Should the shareholder not give the Meso Numismatics Inc. notice the Indebtedness shall automatically be issued in the form of a promissory note. The convertible note agreements bear no interest and have a four (4) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the investors’ sole discretion, into shares of common stock at conversion price equal to the lowest bid price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the three prior trading days including the day upon which a Notice of Conversion is received by the Company. As of March 31, 2020, and December 31, 2019, 81,043 Preferred Series BB shares were exchange for an aggregate of $97,252 convertible notes of which 78,620 were cancelled and 2,423 are still outstanding On November 27, 2019, Meso Numismatics Inc. entered into an Assignment and Assumption Agreement with Lans Holdings Inc., whereby Lans Holdings Inc. assigned all of its rights to, obligations and interest in a Binding Letter of Intent entered into on May 23, 2019 with Global Stem Cells Group Inc. and Benito Nova, setting forth the principal terms pursuant to which the Company will acquire 50,000,000 shares of common stock of Global Stem Cells Group Inc. to Meso Numismatics Inc. for assumption of certain Convertible Redeemable Notes issued by Lans holdings Inc. to lenders., pursuant to a securities purchase agreement. Pursuant to the Assignment and Assumption Agreement and subject to any pre-existing defaults under the Notes, Meso Numismatics Inc. reissued the below Notes to a lender upon the following terms: Original Date of Note Note Date Maturity Date Principal Face Amount of Note Interest Rate 12/12/2016 11/27/2019 11/27/2020 $ 239,196.00 10 % 12/15/2016 11/27/2019 11/27/2020 291,930.00 12 % 5/16/2019 11/27/2019 11/27/2020 83,000.00 15 % 6/28/2019 11/27/2019 11/27/2020 191,000.00 15 % 7/15/2019 11/27/2019 11/27/2020 84,500.00 15 % 8/2/2019 11/27/2019 11/27/2020 98,000.00 15 % 9/17/2019 11/27/2019 11/27/2020 92,000.00 15 % $ 1,079,626.00 During the period ending March 31, 2020, the Company entered into two Convertible Debentures with a lender which bear interest of eight (8%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $52,600, net of discount and attorney fees, in the amount of $5,810 to the Company. During the period ended March 31, 2020 and December 31, 2019, the lender converted $4,676 of principal into common stock resulting into a balance of $1,074,950 on March 31, 2020. These debentures are convertible, at the investors’ sole option, into common shares at the following terms: ● a 50 percent discount to the lowest closing bid price during the 10 days immediately preceding the conversion date as reported on the National Quotations Bureau OTCQB exchange ● a 50 percent discount to the average of the lowest traded price during the 20 days immediately preceding the conversion date as quoted by Bloomberg LP; ● a 50 percent discount to the lowest closing bid price during the 25 days immediately preceding the conversion date as reported on the National Quotations Bureau OTCQB exchange ● a 40 percent discount to the average of the three lowest traded price during the 20 days immediately preceding the conversion date as quoted by Bloomberg LP; or ● either (i) a 40 percent discount to the 10 days average daily trading price immediately preceding the conversion date, or (ii) at a fixed conversion price of $0.001 per share during any time whereby the current day market price is at or less than $0.075. The balance of outstanding convertible notes as of March 31, 2020 and December 31, 2019 is as follows: March 31, December 31, 2020 2019 Convertible notes payable $ 2,618,972 $ 2,563,145 Less: Discount 972,666 1,288,132 Convertible notes payable, net $ 1,646,306 $ 1,275,013 During the periods ending March 31, 2020 and December 31, 2019 the Company received $52,600 and $387,980, respectively, from funding on new convertible notes. During 2019, the Company assumed an aggregate of $1,079,626 certain Convertible Redeemable Notes issued by Lans Holdings Inc. to lenders pursuant to the Assignment and Assumption Agreement and, pursuant to the company’s exchange of debt for Series BB Preferred Stock, exchanged 78,620 shares of the Company’s Series BB preferred stock for an aggregate of $97,252 in Convertible Notes. During the periods ending March 31, 2020 and 2019, the Company incurred no losses on the conversion of convertible notes. In connection with the convertible notes, the Company recorded $64,806 and $20,780, respectively of interest expense and $373,876 and $77,188, respectively of debt discount amortization expense. As of March 31, 2020, and December 31, 2019, the Company had approximately $602,031 and $537,225, respectively of accrued interest. During the periods ending March 31, 2020 and December 31, 2019, the Company made no payments on the outstanding convertible notes, and converted $2,583 and $30,251, respectively, of principal and interest into 410,000 and 1,893,595 shares of common stock. As of March 31, 2020, and December 31, 2019, the principal balance of outstanding convertible notes payable was $2,618,972 and $2,563,145, respectively. Promissory Notes Payable The promissory note agreements bear no interest and have a four (4) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. As of December 31, 2019, 270,223 Preferred Series BB shares were exchange for an aggregate of $324,268 promissory notes. On December 3, 2019, Melvin Pereira, the CEO, converted 18,500 shares of the 25,000 shares of Series BB preferred stock to acquire one hundred (100%) percent of Meso’s common stock into 250,999 shares of the Company’s common stock and elected to exchange the remaining 6,500 shares of Series BB preferred stock for a promissory note of $7,800. Derivatives Liabilities The Company determined that the convertible notes outstanding as of March 31, 2020 and December 31, 2019 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, December 31, 2019 2018 Common stock issuable 707,121,727 266,447,568 Market value of common stock on measurement date $ 0.008 $ 0.0196 Adjusted exercise price $0.00005-$0.0080 $0.00005-$0.0187 Risk free interest rate 0.17 % 1.60 % Instrument lives in years 1.00 Year 1.00 Years Expected volatility 501 % 575 % Expected dividend yields None None The balance of the fair value of the derivative liability as of March 31, 2020 and December 31, 2019 is as follows: Balance at December 31, 2018 $ 2,938,317 Additions 1,541,248 Fair value loss 295,863 Conversions (44,438 ) Balance at December 31, 2019 4,730,990 Additions 53,100 Fair value loss 325,308 Conversions (7,344 ) Balance at March 31, 2020 $ 5,102,054 |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2020 | |
Convertible Preferred Stock Disclosure [Abstract] | |
CONVERTIBLE PREFERRED STOCK | NOTE 5 – CONVERTIBLE PREFERRED STOCK Designation of Series CC Convertible Preferred Stock On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), authorizing one thousand (1,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series CC Convertible Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. At any time prior to November 25, 2022 (“Automatic Conversion Date”) the Company may redeem for cash out of funds legally available therefor, any or all of the outstanding Series CC Convertible Preferred Stock at a price equal to $1,000 per share. If not converted prior, on the Automatic Conversion Date, any and all remaining issued and outstanding shares of Series CC Convertible Preferred Stock shall automatically convert at the Conversion Price, which is a price per share determined by dividing the number of issued and outstanding shares of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price. Each holder of outstanding shares of Series CC Convertible Preferred Stock shall be entitled to convert prior to the Automatic Conversion Date, convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price. The holders of the Series CC Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock. The holders of the Series CC Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. On November 27, 2019, Meso Numismatics Inc. entered into an Assignment and Assumption Agreement with Global Stem Cells Group Inc., a corporation duly formed under the laws of the State of Florida, Benito Novas and Lans Holdings Inc. a Nevada Corporation whose securities ceased to be registered as of September 18, 2019, whereby LAHO assigned all of its rights, obligations and interest in, the Letter of Intent it previously entered into with Global Stem Cells Group Inc. and Benito Novas. In consideration for the Assignment, Meso Numismatics Inc. issued to Lans Holdings Inc. 1,000 shares of its Series CC Convertible Preferred Stock valued at $83,731 calculated based on conversion provision of the Company’s Articles of Incorporation filed with the Secretary of State in Nevada on November 26, 2019. Shareholders of outstanding shares of Series CC Convertible Preferred Stock shall be entitled to convert part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price. The Convertible Series CC Preferred Stock has been classified outside of permanent equity and liabilities since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. The Company has recorded $83,731 which represents 1,000 Series CC Convertible Preferred Stock at $83.73 per share, issued and outstanding as of March 31, 2020 and December 31, 2019, outside of permanent equity and liabilities. |
Stockholders Equity
Stockholders Equity | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 6 – STOCKHOLDERS EQUITY Common Shares The Board of Directors was required to increase the number of authorized shares of common stock from (a) 200,000,000 to 500,000,000 during June 2015, (b) 500,000,000 to 1,500,000,000 during July 2015, and (c) 1,500,000,000 to 6,500,000,000 during March 2016, to adhere to the Company’s contractual obligation to maintain the required reserve share amount for debtholders. On July 2, 2018, the Board of Directors authorized, and shareholders approved a 1 for 1,000 reverse stock splits of its issued and outstanding shares of common stock held by the holders of record, June 30, 2018. The below transactions have been changed to reflect the 1 for 1,000 reverse stock split. 2019 Transactions On April 22, 2019, 3,010 shares of the Company’s Series BB preferred stock were converted to 34,422 shares of the Company’s common stock. The shares were converted within the terms of their original issue terms or agreement; therefore, a gain or loss was not recorded. On August 27, 2019, the Company issued 400,731 shares of common stock in conversion of $12,443 convertible notes payable at conversion price of $0.03105: a loss of $8,099 was recorded. On October 23, 2019, the Company issued 478,481 shares of common stock in conversion of $5,287 convertible notes payable at conversion price of $0.01105: a loss of $1,882 was recorded. On December 2, 2019, the Company issued 299,000 shares of common stock in conversion of $2,093 convertible notes payable at conversion price of $0.007: a loss of $1,950 was recorded. On December 3, 2019, an aggregate of 83,359 shares of the Company’s Series BB preferred stock were converted to 1,130,997 shares of the Company’s common stock. The shares were converted within the terms of their original issue terms or agreement; therefore, a gain or loss was not recorded. On December 10, 2019, the Company issued 715,383 shares of common stock in conversion of $5,723 convertible notes payable at conversion price of $0.008: a loss of $1,262 was recorded. The above debt conversions resulted in a total loss on conversions of $13,193, included under additional paid in capital. 2020 Transactions On January 8, 2020, the Company issued 410,000 shares of common stock in conversion of $2,583 convertible notes payable at conversion price of $0.0063: a loss of $4,251 was recorded. As of March 31, 2020, and December 31, 2019, the Company has 8,370,038 and 7,960,038 common shares issued and outstanding, respectively. Designation of Series AA Super Voting Preferred Stock On June 30, 2014, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), authorizing the issuance of up to eleven million (11,000,000) of preferred stock, par value $0.001 per share. On May 2, 2014, the Company filed with the Secretary of State with Nevada in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to ten thousand (10,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. The holders of the Series AA Super Voting Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock. Upon liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series AA Super Voting Preferred Stock shall not be entitled to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders. The shares of the Series AA Super Voting Preferred Stock will not be convertible into the shares of the Company’s common stock. During 2014, the Company and S & M Chuah Enterprises Ltd, agreed to an exchange of 900,000,000 common shares previously issued to S & M Chuah Enterprises Ltd, entity controlled by Ken Chua, CEO & board member for 500,000 shares of Series AA Preferred Stock of the Corporation, par value $0.001 per share. The 900,000,000 common shares were returned to the Company’s transfer agent for cancellation. The shares were valued on the date of the agreement using the par value of $0.001, since the shares were non-convertible, non-tradable super voting only. During 2014, the Company and E-Network de Costa Rica S.A., entity controlled by Melvin Pereira mutually agreed upon amount of 500,000 shares of Series AA Preferred Stock of the Corporation, par value $0.001 per share, as a compensation for becoming the new CEO of Pure Hospitality Solutions Inc. The shares were valued on the date of the agreement and are non-convertible, non-tradable super voting only. On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), authorizing the increase to 1,050,000 shares of the Series AA Super Voting Preferred Stock. As of March 31, 2020, and December 31, 2019, the Company had 1,000,000 preferred shares of Series AA Preferred Stock issued and outstanding. 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. 2019 Transactions On April 22, 2019, 3,010 shares of the Company’s Series BB preferred stock were converted to 34,422 shares of the Company’s common stock. The shares were converted within the terms of their original issue terms or agreement; therefore, a gain or loss was not recorded. On December 3, 2019, an aggregate of 83,359 shares of the Company’s Series BB preferred stock were converted to 1,130,997 shares of the Company’s common stock. The shares were converted within the terms of their original issue terms or agreement; therefore, a gain or loss was not recorded. On November 25, 2019, Meso Numismatics Inc. pursuant to the certificate of designation of the Series BB, elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder shall have the option, within 30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. Should the shareholder not give the Meso Numismatics Inc. notice the Indebtedness shall automatically be issued in the form of a promissory note. As of December 31, 2019, an aggregate of 78,620 shares of the Company’s Series BB preferred stock were cancelled for an indebtedness of $429,241; a loss of $37,991 was recorded. As of March 31, 2020, and December 31, 2019, the Company had 279,146 preferred shares of Series BB Preferred Stock issued and outstanding. Designation of Series DD Convertible Preferred Stock On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), authorizing ten thousand (10,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series DD Convertible Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series DD Convertible Preferred Stock shall be entitled to its shares of Series DD Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The holders of the Series DD Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock. The holders of the Series DD Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. As of March 31, 2020, and December 31, 2019, the Company had no preferred shares of Series DD Convertible Preferred Stock issued and outstanding. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS On March 31, 2018, the Company changed its corporate registered offices to 433 Plaza Real Suite, 275, Boca Raton, Florida 33432. The online virtual office lease is for a month-to-month term at $53.10 per month. Prior to March 31, 2018, the Company shared its corporate registered offices with Ajene Watson LLC at 3265 Johnson Avenue, Suite 213, Riverdale, NY 10463. The lease is for a year-to-year term. During the year ended December 31, 2019 and the year ended December 31, 2018, the Company incurred no material rent expenses. The Company has no physical office leases that required implementation of ASU 842 in the year ended December 31, 2019 to assets and liabilities. On November 27, 2019, and in connection with the execution of the Assignment and the LOI, the Company’s Board of Directors appointed Mr. David Christensen former director and CEO of Lans Holdings, Inc., to serve as director and president of the Company (see Note 1). On December 3, 2019, Melvin Pereira, the CEO, converted 18,500 shares of the 25,000 shares of Series BB preferred stock to acquire one hundred (100%) percent of Meso’s common stock into 250,999 shares of the Company’s common stock and elected to exchange the remaining 6,500 shares of Series BB preferred stock for a promissory note of $7,800. On June 26, 2020, due to Mr. Pereira’s resignation, Meso Numismatics Inc.’s Board of Directors appointed Mr. David Christensen, current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective June 27, 2020 and granted 50,000 shares of Series AA to Mr. David Christensen. As of March 31, 2020, the Company owed David Christensen, current Director and President of the Company $10,000 in compensation and Heritage Corp. $1,670 for grading expenses paid on behalf of Meso Numismatics Inc. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES On May 12, 2015, the Company issued a convertible promissory Note (the “Note”) in the principal amount of $25,000 to Tarpon Bay Partners, LLC (“Tarpon Bay”) whose principal at the time is now known as a “Bad Actor” under SEC rules. On or about January 23, 2017, Tarpon Bay elected to convert principal and interest under the Note into shares of the Company’s common stock. On or about June 6, 2017 the Note was assigned to J.P. Carey Enterprises, Inc. (“J.P.”). On or about June 7, 2017, J.P. elected to convert principal and interest under the Note into shares of the Company’s common stock. Joseph Canouse, a principal at J.P., initiated a lawsuit against the Company in Fulton County Court, in Georgia for, among other things, breach of contract. A default judgment was entered into against the Company for failure to response to these claims. The court then issued an Order of Judgement against the Company in the amount of $282,500 which was recorded in accounts payable as of December 31, 2017. The Company appealed the Courts’ decision and in November 2018, while the Court of Appeals affirmed liability under the judgment, the Court of Appeals vacated the award of the entire judgment amount and remanded the case back to the trial court with instructions. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 09 – PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: March 31, December 31, Computer and office equipment (5-year useful life) $ 4,000 $ 4,000 Less: accumulated depreciation (1,200 ) (1,000 ) Total property and equipment, net $ 2,800 $ 3,000 Depreciation expense for the three months ended March 31, 2020 and the year ended December 31, 2019 was $200 and $800, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS From April 30, 2020 to July 17, 2020, the Company entered into an aggregate of $347,116 of Convertible Debentures with a lender which bear interest at eight (8%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. On April 22, 2020, Meso Numismatics Inc. entered into a Second Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original Agreement is amended to extend the deadline to enter into the New LOI to 150 days from the execution of the Second Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 150 days from the execution of the Second Amendment. From May 4, 2020 to June 1, 2020, the Company entered into an aggregate of $146,200 of Convertible Debentures with a lender which bear interest at fifteen (15%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. On May 19, 2020, the Company issued 802,525 shares of common stock in conversion of $3,290 convertible notes payable at conversion price of $0.0041: a loss of $3,378 was recorded. On June 25, 2020, the Company entered into a Convertible Debentures with a lender in the amount of $60,000 which bear interest at fifteen (15%) percent and have a one (1) year maturity date. The note may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory note. The note is convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. On June 25, 2020, Mr. Martin Chuah submitted his resignation as Director of the Company, effective June 26, 2020. There are no disagreements between Mr. Chuah and Meso Numismatics Inc. on any matter relating to its operations, policies or practices. On June 26, 2020, Meso Numismatics Inc. completed the repurchase of 1,000,000 shares of its Series AA (“Series AA”) Super Voting Preferred Stock, representing all of the Series AA shares held by E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd., respectively. On June 26, 2020, Mr. Melvin Pereira submitted his resignation as Chief Executive Officer, Chief Financial Officer, Secretary and Director of Meso Numismatics Inc., effective June 26, 2020. There are no disagreements between Mr. Pereira and Meso Numismatics Inc. on any matter relating to its operations, policies or practices. On June 26, 2020, due to Mr. Pereira’s resignation, Meso Numismatics Inc.’s Board of Directors appointed Mr. David Christensen, current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective June 27, 2020 and granted 50,000 shares of Series AA to Mr. David Christensen. On July 15, 2020, the Company issued 905,929 shares of common stock in conversion of $4,122 convertible notes payable at conversion price of $0.0046: a loss was not recorded. On September 16, 2020, Meso Numismatics Inc. entered into a Third Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019 and amended pursuant to a Second Post Closing Amendment to the Assignment and Assumption Agreement entered into on April 22, 2020. The Original Agreement is amended to extend the deadline to enter into the New LOI to 180 days from the execution of the Third Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 180 days from the execution of the Third Amendment. On November 12, 2020, the Company filed with the Secretary of State in Nevada the amendment to Certificate of Designation authorizing the increase from 1,000 to 8,000,000 shares of the Series CC Convertible Preferred Stock. On November 16, 2020, Meso Numismatics Inc. and Lans Holdings Inc. confirmed that an option has been granted to Lans Holdings Inc. to increase the Series CC Convertible Preferred Stock from 1,000 to 8,000,000 shares. On November 30, 2020, the Company issued 791,104 shares of common stock in conversion of $4,747 convertible notes payable at conversion price of $0.0070: a loss of $2,034 was recorded. On December 7, 2020, we signed Debt Restructure Agreements to restructure the debt obligations with three separate lenders. The three lenders all had outstanding convertible promissory notes with our company in the aggregate principal amount plus accrued but unpaid interest of $5,379,624, and the parties have agreed to terminate the old convertible promissory notes in favor of new secured promissory notes and warrants to purchase shares of our common stock. We agreed to the new notes and warrants over the prior convertible notes because the old notes were in default and contained unfavorable terms on conversions. The new notes extended the maturity date, are not convertible into our common shares, but instead secure the debt obligations with our assets. The new notes have a maturity date of December 7, 2023 and an aggregate principal amount of $5,379,624 and, as an incentive; we have issued cashless warrants to purchase 15,000,000 shares of our common stock at an exercise price of $0.03 per share in connection with the restructuring. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The audited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Pure Hospitality Solutions, Inc. and Meso Numismatics Corp. All intercompany transactions have been eliminated. |
Use of Estimates in Financial Statement Presentation | Use of Estimates in Financial Statement Presentation The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. On September 26, 2018, a 1:1000 reverse stock split was approved by the Financial Industry Regulatory Authority (“FINRA”) for shareholders of record as of September 26, 2018. All share and per share information has been retroactively adjusted to give effect to the Reverse Stock Split, including the financial statements and notes thereto. |
Cash and Cash Equivalents | 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, 2020 and December 31, 2019, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of March 31, 2020 and December 31, 2019. |
Inventory | Inventory The Company’s inventory is comprised of roughly 50% coins and medals and 50% paper money. The Company has a meticulous process for the acquisition and sales process for each coin item. The Company specializes in coins from the Meso region, but also acquires coins and medals from elsewhere around the world As of March 31, 2020, the Company is working on an inventory tracking system by serial number. Until such time as an inventory tracking system exists, the inventory costs cannot be properly confirmed and written-off to cost of revenue. |
Derivative Instruments | Derivative Instruments The derivative instruments are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Binomial option pricing model to value the derivative instruments. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of products by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the period ended March 31 2020 and December 31, 2019. The Company’s revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs, which it then sends to Numismatic Guaranty Corporation and Paper Money Guaranty for authentication and grading. Once graded, the inventory is transferred to Meso’s Florida-based location and then sent around the world to the Company’s many customers, with sales recorded net of fees. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer. Revenue is measured based on the consideration the Company receives in exchange for those products. |
Income Taxes | Income Taxes The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities, given the provisions of currently enacted tax laws. The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met. |
Net Earnings (Losses) Per Common Share | Net Earnings (Losses) Per Common Share The Company computes earnings (loss) per share by dividing net earnings (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the year. Dilutive common stock equivalents may consist of shares issuable upon conversion of convertible preferred shares and convertible notes payable (calculated using the treasury stock method). Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations. As of March 31, 2020, the conversion of convertible notes would result in an additional 707,121,727 shares of common stock. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments. Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. At March 31, 2020 and December 31, 2019, 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, 2020 and December 31, 2019, the Company does not have any assets or liabilities except for derivative liabilities and convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on non-recurring basis as of March 31, 2020 and December 31, 2019: Level 1 Level 2 Level 3 Total March 31, 2020 Convertible Notes Payable, net of discount $ - $ 1,646,306 $ - $ 1,646,306 Derivative Liability - - 5,102,054 5,102,054 Total $ - $ 1,646,306 $ 5,102,054 $ 6,748,360 December 31, 2019 Convertible Notes Payable, net of discount $ - $ 1,275,013 $ - $ 1,275,013 Derivative Liability - - 4,730,990 4,730,990 Total $ - $ 1,275,013 $ 4,730,990 $ 6,006,003 |
Comprehensive Income | Comprehensive Income The Company records comprehensive income as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. As of March 31, 2020, and December 31, 2019, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. |
Stock Based Compensation | Stock Based Compensation Stock based compensation costs are measured at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The Company determines the fair value of awards using the Black - Scholes valuation model. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02 , Leases In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting, which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This update provides consistency in the accounting for share-based payments to nonemployees with that of employees. The Company has adopted ASU 2018-07 in the first quarter of 2019. The adoption of ASU 2018-07 did not have a material impact on the Company’s financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) Other accounting standards and amendments to existing accounting standards that have been issued and have future effective dates are not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements |
Going Concern | Going Concern The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $28,735,750 and negative working capital of $7,770,055 as of March 31, 2020 and future losses are anticipated. These factors, among others, generally tend to raise substantial doubt as to its ability to obtain additional long-term debt or equity financing in order to have the necessary resources to further design, develop and launch the website and market the Company’s new service. In order to continue as a going concern, the Company needs to develop a reliable source of revenues and achieve a profitable level of operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. To fund basic operations for the next twelve months, the Company projects a need for $750,000 that will have to be raised through debt or equity. In addition to the estimated $300,000 for operating expenses the Company is budgeting $180,000 for advertising and marketing and $90,000 for new technology. To attract more customers to Meso Numismatics, the Company plans on hiring an advertising firm and placing more ads on sites such as NGC and PMG. Along with the advertising program the Company plans on investing in upgrading and expanding the Meso App. To continue expanding sales the Company plans to invest $90,000 to acquire additional inventory along with exploring possible acquisitions, which the Company estimates it will need approximately $100,000. Accordingly, the audited financial statements are accounted for as if the Company is a going concern and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or other adjustments that might be necessary should be Company be unable to continue as a going concern. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of assets and liabilities measured at fair value on non-recurring basis | Level 1 Level 2 Level 3 Total March 31, 2020 Convertible Notes Payable, net of discount $ - $ 1,646,306 $ - $ 1,646,306 Derivative Liability - - 5,102,054 5,102,054 Total $ - $ 1,646,306 $ 5,102,054 $ 6,748,360 December 31, 2019 Convertible Notes Payable, net of discount $ - $ 1,275,013 $ - $ 1,275,013 Derivative Liability - - 4,730,990 4,730,990 Total $ - $ 1,275,013 $ 4,730,990 $ 6,006,003 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of reissued the below notes to lenders | Original Date of Note Note Date Maturity Date Principal Face Amount of Note Interest Rate 12/12/2016 11/27/2019 11/27/2020 $ 239,196.00 10 % 12/15/2016 11/27/2019 11/27/2020 291,930.00 12 % 5/16/2019 11/27/2019 11/27/2020 83,000.00 15 % 6/28/2019 11/27/2019 11/27/2020 191,000.00 15 % 7/15/2019 11/27/2019 11/27/2020 84,500.00 15 % 8/2/2019 11/27/2019 11/27/2020 98,000.00 15 % 9/17/2019 11/27/2019 11/27/2020 92,000.00 15 % $ 1,079,626.00 |
Schedule of notes payable | March 31, December 31, 2020 2019 Convertible notes payable $ 2,618,972 $ 2,563,145 Less: Discount 972,666 1,288,132 Convertible notes payable, net $ 1,646,306 $ 1,275,013 |
Schedule of fair values of embedded convertible notes derivatives | March 31, December 31, 2019 2018 Common stock issuable 707,121,727 266,447,568 Market value of common stock on measurement date $ 0.008 $ 0.0196 Adjusted exercise price $0.00005-$0.0080 $0.00005-$0.0187 Risk free interest rate 0.17 % 1.60 % Instrument lives in years 1.00 Year 1.00 Years Expected volatility 501 % 575 % Expected dividend yields None None |
Schedule of fair value of derivative liability | Balance at December 31, 2018 $ 2,938,317 Additions 1,541,248 Fair value loss 295,863 Conversions (44,438 ) Balance at December 31, 2019 4,730,990 Additions 53,100 Fair value loss 325,308 Conversions (7,344 ) Balance at March 31, 2020 $ 5,102,054 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | March 31, December 31, Computer and office equipment (5-year useful life) $ 4,000 $ 4,000 Less: accumulated depreciation (1,200 ) (1,000 ) Total property and equipment, net $ 2,800 $ 3,000 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | Jul. 02, 2018 | Aug. 04, 2017 | Nov. 27, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2020 | Jul. 15, 2020 | Nov. 26, 2019 | Nov. 16, 2016 |
Organization and Description of Business (Details) [Line Items] | |||||||||
Share issuance of series BB preferred | 25,000 | ||||||||
Percentage of acquire | 100.00% | 100.00% | |||||||
Description of reverse stock split | the Board of Directors authorized, and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The prior year financials have been changed to reflect the 1-for-1,000 reverse stock split. | 1:1000 | |||||||
Share issuance of series BB preferred | 50,000,000 | ||||||||
Bear interest rate, description | ●Assume certain Convertible Redeemable Notes issued by Lans Holdings Inc. to a lender, pursuant to the Assignment and Assumption Agreement and subject to any pre-existing defaults under the Notes, Meso Numismatics Inc. reissued an aggregate of $1,079,626 of Convertible Redeemable Notes to the lender which bear interest at a rate varying from ten (10%) to fifteen (15%) percent and have a one (1) year maturity date. | ||||||||
Aggregate of convertible redeemable notes (in Dollars) | $ 1,079,626 | ||||||||
Conversion shares | 1,000 | ||||||||
Conversion price (in Dollars per share) | $ 0.8 | $ 0.0070 | $ 0.0046 | ||||||
Compensation expense (in Dollars) | $ 1,163,357 | ||||||||
Convertible redeemable notes issued (in Dollars) | $ 1,079,626 | $ 1,079,626 | |||||||
Series CC Preferred Stock [Member] | |||||||||
Organization and Description of Business (Details) [Line Items] | |||||||||
Preferred stock, shares issued | 1,000 | 1,000 | |||||||
Preferred Stock value (in Dollars) | $ 83,731 | ||||||||
Conversion price (in Dollars per share) | $ 0.8 | $ 0.8 | |||||||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | ||||||
Preferred stock value (in Dollars) | $ 83,731 | $ 83,731 | |||||||
Series AA Preferred Stock [Member] | |||||||||
Organization and Description of Business (Details) [Line Items] | |||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |||||||
Preferred stock, shares authorized | 50,000 | 1,000,000 | 1,000,000 | ||||||
Preferred stock value (in Dollars) | $ 1,000 | $ 1,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Jul. 02, 2018 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Reverse stock split, description | the Board of Directors authorized, and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The prior year financials have been changed to reflect the 1-for-1,000 reverse stock split. | 1:1000 | |
Inventory, description | The Company’s inventory is comprised of roughly 50% coins and medals and 50% paper money. | ||
Common stock shares (in Shares) | 707,121,727 | ||
Accumulated deficit | $ (28,735,750) | $ (27,889,477) | |
Negative working capital | 7,770,055 | ||
Operations fund | 750,000 | ||
Operating expenses | 300,000 | ||
Advertising and marketing | 180,000 | ||
New technology | 90,000 | ||
Investment amount | 90,000 | ||
Estimated amount | $ 100,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities measured at fair value on non-recurring basis - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities measured at fair value on non-recurring basis [Line Items] | ||
Convertible Notes Payable, net of discount | $ 1,646,306 | $ 1,275,013 |
Derivative Liability | 5,102,054 | 4,730,990 |
Total | 6,748,360 | 6,006,003 |
Level 1 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities measured at fair value on non-recurring basis [Line Items] | ||
Convertible Notes Payable, net of discount | ||
Derivative Liability | ||
Total | ||
Level 2 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities measured at fair value on non-recurring basis [Line Items] | ||
Convertible Notes Payable, net of discount | 1,646,306 | 1,275,013 |
Derivative Liability | ||
Total | 1,646,306 | 1,275,013 |
Level 3 [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of assets and liabilities measured at fair value on non-recurring basis [Line Items] | ||
Convertible Notes Payable, net of discount | ||
Derivative Liability | 5,102,054 | 4,730,990 |
Total | $ 5,102,054 | $ 4,730,990 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Dec. 03, 2019 | Dec. 03, 2019 | Nov. 27, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Nov. 25, 2019 |
Notes Payable (Details) [Line Items] | |||||||
Bears interest | 8.00% | ||||||
Advance convertible debt | $ 52,600 | ||||||
Converted amount | 852,133 | $ 852,133 | $ 30,251 | ||||
Discount and attorney fees | 5,810 | 33,110 | |||||
Price per share (in Dollars per share) | $ 1.20 | ||||||
Amortization of debt discount | 81,043 | 81,043 | |||||
Aggregate Exchange Amount | 97,252 | 97,252 | |||||
Notes Cancelled | 78,620 | 78,620 | |||||
Aggregate Convertible Notes | 2,423 | 2,423 | |||||
Share issuance of Series BB preferred (in Shares) | 50,000,000 | ||||||
Principal common stock resulting | $ 1,074,950 | ||||||
DescriptionOfConvertibleDebentures | These debentures are convertible, at the investors’ sole option, into common shares at the following terms: ●a 50 percent discount to the lowest closing bid price during the 10 days immediately preceding the conversion date as reported on the National Quotations Bureau OTCQB exchange ●a 50 percent discount to the average of the lowest traded price during the 20 days immediately preceding the conversion date as quoted by Bloomberg LP; ●a 50 percent discount to the lowest closing bid price during the 25 days immediately preceding the conversion date as reported on the National Quotations Bureau OTCQB exchange ●a 40 percent discount to the average of the three lowest traded price during the 20 days immediately preceding the conversion date as quoted by Bloomberg LP; or ●either (i) a 40 percent discount to the 10 days average daily trading price immediately preceding the conversion date, or (ii) at a fixed conversion price of $0.001 per share during any time whereby the current day market price is at or less than $0.075. | ||||||
Funding on new convertible notes | $ 52,600 | 387,980 | |||||
Convertible redeemable notes issued | 1,079,626 | $ 1,079,626 | |||||
Exchanged Shares (in Shares) | 78,620 | ||||||
Preferred Stock aggregate amount | $ 97,252 | ||||||
Interest expense | 64,806 | 20,780 | |||||
Amortization of debt discount | 373,876 | $ 77,188 | |||||
Accrued interest | 602,031 | 537,225 | |||||
Principal interest | 410,000 | 1,893,595 | |||||
Notes payable outstanding | 2,618,972 | 2,563,145 | |||||
Promissory notes payable | $ 1,646,306 | $ 1,275,013 | |||||
Common stock shares (in Shares) | 9,972,352 | 9,562,352 | |||||
Lender Concentration Risk [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Converted amount | $ 2,583 | ||||||
Convertible Notes Payable [Member] | Lender Concentration Risk [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Converted amount | $ 4,676 | $ 4,676 | |||||
Promissory Notes Payable [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Exchanged Shares (in Shares) | 270,223 | ||||||
Promissory notes payable | $ 324,268 | ||||||
Digital Arts Media Network and Ajene Watson, LLC [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Maturity term | The promissory note agreements bear interest from eight (8%) percent to ten (10%) and have a one (1) year maturity date. | ||||||
Advance convertible debt | $ 148,247 | ||||||
Digital Arts Media Network and Ajene Watson, LLC [Member] | Minimum [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Bears interest | 8.00% | ||||||
Digital Arts Media Network and Ajene Watson, LLC [Member] | Maximum [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Bears interest | 10.00% | ||||||
Union Capital LLC [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Maturity term | From 2016 to 2018, the Company entered into several Convertible Debentures with a lender which bear interest at eight (8%) percent and have a one (1) year maturity date. | ||||||
Bears interest | 8.00% | ||||||
61000864 Canada Inc [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Advance convertible debt | $ 354,870 | ||||||
61000864 Canada Inc [Member] | Minimum [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Bears interest | 8.00% | ||||||
61000864 Canada Inc [Member] | Maximum [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Bears interest | 15.00% | ||||||
CEO [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Share issuance of Series BB preferred (in Shares) | 25,000 | ||||||
Converted shares (in Shares) | 18,500 | ||||||
Common stock shares (in Shares) | 250,999 | 250,999 | |||||
Promissory note | $ 7,800 | $ 7,800 | |||||
Series BB Preferred Stock [Member] | |||||||
Notes Payable (Details) [Line Items] | |||||||
Converted shares (in Shares) | 1,130,997 | ||||||
Percentage of acquire | 100.00% | 100.00% | |||||
Remaining Shares (in Shares) | 6,500 | 6,500 | |||||
Promissory note | $ 7,800 | $ 7,800 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of reissued the below notes to lenders | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |
Principal Face Amount of Note | $ 1,079,626 |
12/12/2016 [Member] | |
Debt Instrument [Line Items] | |
Note Date | Nov. 27, 2019 |
Maturity Date | Nov. 27, 2020 |
Principal Face Amount of Note | $ 239,196 |
Interest Rate | 10.00% |
12/15/2016 [Member] | |
Debt Instrument [Line Items] | |
Note Date | Nov. 27, 2019 |
Maturity Date | Nov. 27, 2020 |
Principal Face Amount of Note | $ 291,930 |
Interest Rate | 12.00% |
5/16/2019 [Member] | |
Debt Instrument [Line Items] | |
Note Date | Nov. 27, 2019 |
Maturity Date | Nov. 27, 2020 |
Principal Face Amount of Note | $ 83,000 |
Interest Rate | 15.00% |
6/28/2019 [Member] | |
Debt Instrument [Line Items] | |
Note Date | Nov. 27, 2019 |
Maturity Date | Nov. 27, 2020 |
Principal Face Amount of Note | $ 191,000 |
Interest Rate | 15.00% |
7/15/2019 [Member] | |
Debt Instrument [Line Items] | |
Note Date | Nov. 27, 2019 |
Maturity Date | Nov. 27, 2020 |
Principal Face Amount of Note | $ 84,500 |
Interest Rate | 15.00% |
8/2/2019 [Member] | |
Debt Instrument [Line Items] | |
Note Date | Nov. 27, 2019 |
Maturity Date | Nov. 27, 2020 |
Principal Face Amount of Note | $ 98,000 |
Interest Rate | 15.00% |
9/17/2019 [Member] | |
Debt Instrument [Line Items] | |
Note Date | Nov. 27, 2019 |
Maturity Date | Nov. 27, 2020 |
Principal Face Amount of Note | $ 92,000 |
Interest Rate | 15.00% |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of notes payable - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Schedule of notes payable [Abstract] | ||
Convertible notes payable | $ 2,618,972 | $ 2,563,145 |
Less: Discount | 972,666 | 1,288,132 |
Convertible notes payable, net | $ 1,646,306 | $ 1,275,013 |
Notes Payable (Details) - Sch_3
Notes Payable (Details) - Schedule of fair values of embedded convertible notes derivatives - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Notes Payable (Details) - Schedule of fair values of embedded convertible notes derivatives [Line Items] | ||
Common stock issuable (in Shares) | 707,121,727 | 266,447,568 |
Market value of common stock on measurement date | $ 0.008 | $ 0.0196 |
Risk free interest rate | 0.17% | 1.60% |
Instrument lives in years | 1 year | 1 year |
Expected volatility | 501.00% | 575.00% |
Expected dividend yields | $ 0 | $ 0 |
Minimum [Member] | ||
Notes Payable (Details) - Schedule of fair values of embedded convertible notes derivatives [Line Items] | ||
Adjusted exercise price | 0.00005 | 0.00005 |
Maximum [Member] | ||
Notes Payable (Details) - Schedule of fair values of embedded convertible notes derivatives [Line Items] | ||
Adjusted exercise price | $ 0.0080 | $ 0.0187 |
Notes Payable (Details) - Sch_4
Notes Payable (Details) - Schedule of fair value of derivative liability - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Schedule of fair value of derivative liability [Abstract] | ||
Balance | $ 4,730,990 | $ 2,938,317 |
Additions | 53,100 | 1,541,248 |
Fair value loss | 325,308 | 295,863 |
Conversions | (7,344) | $ (44,438) |
Balance | $ 5,102,054 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Nov. 26, 2019 | Mar. 31, 2020 | Nov. 30, 2020 | Jul. 15, 2020 | Dec. 31, 2019 | |
Convertible Preferred Stock (Details) [Line Items] | |||||
Conversion price | $ 0.8 | $ 0.0070 | $ 0.0046 | ||
Preferred stock price per share | 83.73 | ||||
Series CC Preferred Stock [Member] | |||||
Convertible Preferred Stock (Details) [Line Items] | |||||
Convertible preferred stock, description | the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), authorizing one thousand (1,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series CC Convertible Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred Stock Price | $ 1,000 | ||||
Preferred stock, shares authorized (in Shares) | 1,000 | 1,000 | 1,000 | ||
Conversion price | $ 0.8 | $ 0.8 | |||
Preferred stock, shares issued (in Shares) | 1,000 | 1,000 | |||
Preferred stock value (in Dollars) | $ 83,731 | $ 83,731 | |||
Lans Holdings Inc [Member] | Series CC Preferred Stock [Member] | |||||
Convertible Preferred Stock (Details) [Line Items] | |||||
Preferred stock, shares authorized (in Shares) | 1,000 | ||||
Conversion price | $ 0.8 | ||||
Preferred stock, shares issued (in Shares) | 1,000 | ||||
Preferred stock value (in Dollars) | $ 83,731 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | Jan. 08, 2020 | Dec. 10, 2019 | Dec. 03, 2019 | Dec. 02, 2019 | Jul. 02, 2018 | May 02, 2014 | Nov. 26, 2019 | Oct. 23, 2019 | Aug. 27, 2019 | Apr. 22, 2019 | Mar. 29, 2017 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2014 | Nov. 30, 2020 | Jul. 15, 2020 | Jun. 30, 2014 |
Stockholders Equity (Details) [Line Items] | |||||||||||||||||
Common stock reverse stock split | the Board of Directors authorized, and shareholders approved a 1 for 1,000 reverse stock splits of its issued and outstanding shares of common stock held by the holders of record, June 30, 2018. The below transactions have been changed to reflect the 1 for 1,000 reverse stock split. | ||||||||||||||||
Common stock issued | 9,972,352 | 9,562,352 | |||||||||||||||
Conversion of common stock (in Dollars) | $ 2,583 | ||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 0.8 | $ 0.0070 | $ 0.0046 | ||||||||||||||
Loss on conversion of convertible debt (in Dollars) | $ 4,251 | ||||||||||||||||
Common stock, shares outstanding | 8,370,038 | 7,960,038 | |||||||||||||||
2019 Transactions [Member] | |||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||
Common stock issued | 715,383 | 299,000 | 478,481 | 400,731 | 3,010 | ||||||||||||
Conversion of common stock, shares | 34,422 | ||||||||||||||||
Conversion of common stock (in Dollars) | $ 5,723 | $ 2,093 | $ 5,287 | $ 12,443 | |||||||||||||
Conversion price, per share (in Dollars per share) | $ 0.008 | $ 0.007 | $ 0.01105 | $ 0.03105 | |||||||||||||
Loss on conversion of convertible debt (in Dollars) | $ 1,262 | $ 1,950 | $ 1,882 | $ 8,099 | $ 13,193 | ||||||||||||
2020 Transactions [Member] | |||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||
Common stock issued | 410,000 | 8,370,038 | 8,370,038 | ||||||||||||||
Conversion of common stock (in Dollars) | $ 2,583 | ||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 0.0063 | ||||||||||||||||
Loss on conversion of convertible debt (in Dollars) | $ 4,251 | ||||||||||||||||
Common stock, shares outstanding | 7,960,038 | 7,960,038 | |||||||||||||||
Common Stock [Member] | |||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||
Common stock authorized shares, description | The Board of Directors was required to increase the number of authorized shares of common stock from (a) 200,000,000 to 500,000,000 during June 2015, (b) 500,000,000 to 1,500,000,000 during July 2015, and (c) 1,500,000,000 to 6,500,000,000 during March 2016, to adhere to the Company’s contractual obligation to maintain the required reserve share amount for debtholders. | ||||||||||||||||
Conversion of common stock (in Dollars) | $ 410 | ||||||||||||||||
Loss on conversion of convertible debt (in Dollars) | |||||||||||||||||
Series BB Preferred Stock [Member] | |||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||
Aggregate shares | 83,359 | ||||||||||||||||
Convertible shares | 1,130,997 | ||||||||||||||||
Preferred stock designated, authorizing | (1,000,000) | ||||||||||||||||
Preferred stock designated, per share value (in Dollars per share) | $ 0.001 | ||||||||||||||||
Preferred shares issued | 559,815 | 559,815 | |||||||||||||||
Preferred shares outstanding | 279,146 | 279,146 | |||||||||||||||
Conversion of stock, description | Each holder of outstanding shares of Series BB Preferred Stock shall be entitled to convert on a 1 for 1 basis into shares of the Company’s common stock, any or all of their shares of Series BB Preferred Stock after a minimum of six (6) months have elapsed from the issuance of the preferred stock to the holder. | ||||||||||||||||
Preferred stock liquidation value (in Dollars per share) | $ 1 | ||||||||||||||||
Series BB Preferred Stock [Member] | 2019 Transactions [Member] | |||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||
Convertible shares | 1,130,997 | 34,422 | |||||||||||||||
Preferred stock designated, per share value (in Dollars per share) | $ 1.20 | ||||||||||||||||
Preferred shares issued | 83,359 | 3,010 | 279,146 | 279,146 | |||||||||||||
Preferred shares outstanding | 279,146 | 279,146 | |||||||||||||||
Preferred stock cancelled | 78,620 | ||||||||||||||||
Indebtedness (in Dollars) | $ 429,241 | ||||||||||||||||
Loss (in Dollars) | $ 37,991 | ||||||||||||||||
Series AA Super Voting Preferred Stock [Member] | |||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||
Preferred stock designated, authorizing | (1,000,000) | (11,000,000) | |||||||||||||||
Preferred stock designated, per share value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||||||||||
Series AA super voting preferred stock, description | Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to ten thousand (10,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. | ||||||||||||||||
Increase in authorized shares | 1,050,000 | ||||||||||||||||
Preferred shares issued | 1,000,000 | 1,000,000 | |||||||||||||||
Preferred shares outstanding | 1,000,000 | 1,000,000 | |||||||||||||||
Series AA Super Voting Preferred Stock [Member] | S & M Chuah Enterprises Ltd [Member] | |||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||
Series AA super voting preferred stock exchange, description | the Company and S & M Chuah Enterprises Ltd, agreed to an exchange of 900,000,000 common shares previously issued to S & M Chuah Enterprises Ltd, entity controlled by Ken Chua, CEO & board member for 500,000 shares of Series AA Preferred Stock of the Corporation, par value $0.001 per share. The 900,000,000 common shares were returned to the Company’s transfer agent for cancellation. The shares were valued on the date of the agreement using the par value of $0.001, since the shares were non-convertible, non-tradable super voting only. | ||||||||||||||||
Series AA Super Voting Preferred Stock [Member] | E-Network de Costa Rica S.A. [Member] | |||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||
Series AA super voting preferred stock exchange, description | During 2014, the Company and E-Network de Costa Rica S.A., entity controlled by Melvin Pereira mutually agreed upon amount of 500,000 shares of Series AA Preferred Stock of the Corporation, par value $0.001 per share, as a compensation for becoming the new CEO of Pure Hospitality Solutions Inc. The shares were valued on the date of the agreement and are non-convertible, non-tradable super voting only. | ||||||||||||||||
Series DD Preferred Stock [Member] | |||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||
Conversion of preferred stock, description | the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), authorizing ten thousand (10,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series DD Convertible Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series DD Convertible Preferred Stock shall be entitled to its shares of Series DD Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 03, 2019 | Dec. 03, 2019 | Nov. 27, 2019 | Mar. 31, 2020 | Jun. 26, 2020 | Dec. 31, 2019 |
Related Party Transactions (Details) [Line Items] | ||||||
Lease term, per month (in Dollars) | $ 53.10 | |||||
Description of related party transactions | The lease is for a year-to-year term. During the year ended December 31, 2019 and the year ended December 31, 2018, the Company incurred no material rent expenses. | |||||
Share issuance of Series BB preferred | 50,000,000 | |||||
Common stock shares | 9,972,352 | 9,562,352 | ||||
Granted shares | 707,121,727 | |||||
Compensation expenses (in Dollars) | $ 10,000 | |||||
Grading expenses paid (in Dollars) | $ 1,670 | |||||
CEO [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Converted shares | 18,500 | |||||
Share issuance of Series BB preferred | 25,000 | |||||
Common stock shares | 250,999 | 250,999 | ||||
Promissory note (in Dollars) | $ 7,800 | $ 7,800 | ||||
Current Director [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Granted shares | 50,000 | |||||
Series BB Preferred Stock [Member] | ||||||
Related Party Transactions (Details) [Line Items] | ||||||
Converted shares | 1,130,997 | |||||
Percentage of acquire | 100.00% | 100.00% | ||||
Remaining Shares | 6,500 | 6,500 | ||||
Promissory note (in Dollars) | $ 7,800 | $ 7,800 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2020 | May 12, 2015 | |
Commitments and Contingencies (Details) [Line Items] | |||
Principal amount | $ 1,079,626 | ||
Accounts payable | $ 282,500 | ||
Tarpon Bay Partners, LLC [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Principal amount | $ 25,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 200 | $ 800 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (1,200) | $ (1,000) |
Total property and equipment, net | 2,800 | 3,000 |
Computer and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Computer and office equipment (5 year useful life) | $ 4,000 | $ 4,000 |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Schedule of property and equipment, net (Parentheticals) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of property and equipment, net [Abstract] | |
Estimated useful life | 5 years |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Dec. 07, 2020 | Nov. 12, 2020 | Nov. 16, 2020 | Jun. 26, 2020 | Jun. 25, 2020 | Jun. 01, 2020 | May 19, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 25, 2020 | Nov. 30, 2020 | Jul. 15, 2020 | Dec. 31, 2019 |
Subsequent Events (Details) [Line Items] | |||||||||||||
Shares of common stock, issued | 9,972,352 | 9,562,352 | |||||||||||
Conversion price | $ 0.8 | $ 0.0070 | $ 0.0046 | ||||||||||
Loss on issue of common stock | $ (846,273) | $ (2,682,992) | |||||||||||
Preferred stock, shares issued | 707,121,727 | ||||||||||||
Conversion of convertible notes payable | $ 4,747 | $ 4,122 | |||||||||||
Convertible notes payable loss | $ 2,034 | ||||||||||||
Aggregate principle amount | $ 1,079,626 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Shares of common stock, issued | 791,104 | 905,929 | |||||||||||
Forecast [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Convertible debentures amount | $ 347,116 | $ 146,200 | $ 347,116 | ||||||||||
Interest rate | 15.00% | 8.00% | |||||||||||
Maturity date | 1 year | 1 year | |||||||||||
Shares of common stock, issued | 802,525 | ||||||||||||
Convertible notes payable | $ 3,290 | ||||||||||||
Conversion price | $ 0.0041 | ||||||||||||
Loss on issue of common stock | $ 3,378 | ||||||||||||
Purchase of series AA preferred stock | 1,000,000 | ||||||||||||
Principle amount with unpaid interest | $ 5,379,624 | ||||||||||||
Maturity date | Dec. 7, 2023 | ||||||||||||
Aggregate principle amount | $ 5,379,624 | ||||||||||||
Warrants to purchase common stock, shares | 15,000,000 | ||||||||||||
Exercise price per share | $ 0.03 | ||||||||||||
Forecast [Member] | Minimum [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Purchase of series AA preferred stock | 1,000 | 1,000 | |||||||||||
Forecast [Member] | Maximum [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Purchase of series AA preferred stock | 8,000,000 | 8,000,000 | |||||||||||
Forecast [Member] | Growth Venture Corp. [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Convertible debentures amount | $ 60,000 | $ 60,000 | |||||||||||
Interest rate | 15.00% | ||||||||||||
Maturity date | 1 year | ||||||||||||
Forecast [Member] | Chief Financial Officer [Member] | |||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||
Preferred stock, shares issued | 50,000 |