Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
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 | 12,032,466 | |
Amendment Flag | false | |
Entity Central Index Key | 0001760026 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56010 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 88-0492191 | |
Entity Address, Address Line One | 433 Plaza Real Suite 275 | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33432 | |
City Area Code | (800) | |
Local Phone Number | 889-9509 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 10,493,363 | $ 42,534 |
Note receivable | 250,000 | |
Total current assets | 10,743,363 | 42,534 |
Property and equipment, net | 1,800 | 2,200 |
Other assets | 175,000 | 175,000 |
Total assets | 10,920,163 | 219,734 |
Current liabilities | ||
Accounts payable and accrued liabilities | 81,808 | 375,789 |
Convertible notes payable, net | 148,247 | 148,249 |
Accrued interest | 914,253 | 390,437 |
Total current liabilities | 1,144,308 | 914,475 |
Long term liabilities | ||
Convertible notes payable, net | 24,188 | 14,498 |
Notes payable-related parties | 7,800 | 7,800 |
Notes payable, net | 6,359,812 | 5,608,801 |
Total liabilities | 7,536,108 | 6,545,574 |
Preferred stock, $0.001 par value; 8,000,000 shares authorized as Series CC; 1,000 shares issued and outstanding for the quarter ended June 30, 2021 and the year ended December 31, 2020, respectively | 83,731 | 83,731 |
Stockholders’ deficit | ||
Preferred stock, $0.001 par value 1,050,000 shares authorized as Series AA; 50,000 shares issued and outstanding for the quarter ended June 30, 2021 and the year ended December 31, 2020, respectively | 50 | 50 |
Preferred stock, $0.001 par value; 1,000,000 shares authorized as Series BB; 559,815 shares issued and 0 and 279,146 shares outstanding for the quarter ended June 30, 2021 and the year ended December 31, 2020, respectively | 279 | |
Common stock, $0.001 par value; 6,500,000,000 shares authorized; 13,634,780 and 12,471,910 shares issued and 12,032,466 and 10,869,596 shares outstanding for the quarter ended June 30, 2021 and the year ended December 31, 2020, respectively | 12,033 | 10,870 |
Additional paid in capital | 38,471,788 | 27,364,393 |
Accumulated deficit | (35,183,547) | (33,785,163) |
Total stockholders’ deficit | 3,300,324 | (6,409,571) |
Total liabilities and stockholders’ deficit | $ 10,920,163 | $ 219,734 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,500,000,000 | 6,500,000,000 |
Common stock, shares issued | 13,634,780 | 12,471,910 |
Common stock, shares outstanding | 12,032,466 | 10,869,596 |
Series CC Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 8,000,000 | 8,000,000 |
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 | 1,050,000 | 1,050,000 |
Preferred stock, shares issued | 50,000 | 50,000 |
Preferred stock, shares outstanding | 50,000 | 50,000 |
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 | 279,146 |
Preferred stock, shares outstanding | 0 | 279,146 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 15,769 | $ 28,787 | $ 20,212 | $ 40,107 |
Cost of revenue | 11,860 | 18,904 | 26,650 | 31,023 |
Gross profit | 3,909 | 9,883 | (6,438) | 9,084 |
Operating expenses | ||||
Advertising and marketing | 144 | 38 | 381 | 82 |
Professional fees | 215,458 | 17,258 | 329,245 | 29,987 |
Officer compensation | 19,099 | 201,852 | 34,099 | 247,336 |
Depreciation expense | 200 | 200 | 400 | 400 |
Investor relations | 17,574 | 743 | 20,472 | 4,243 |
General and administrative | 5,945 | 2,585 | 16,555 | 17,861 |
Total operating expenses | 258,420 | 222,676 | 401,152 | 299,909 |
Other expense | ||||
Interest expense | (440,457) | (473,867) | (759,685) | (912,549) |
Loss on conversion of debt | (3,378) | (7,629) | ||
Derivative financial instruments | (2,700,486) | (3,025,794) | ||
Other expense | (231,109) | (231,109) | ||
Net loss | $ (926,077) | $ (3,390,524) | $ (1,398,384) | $ (4,236,797) |
Net loss per common share, basic and diluted (in Dollars per share) | $ (0.08) | $ (0.39) | $ (0.13) | $ (0.50) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 10,931,898 | 8,740,434 | 10,920,888 | 8,537,214 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited) - USD ($) | Series CCPreferred Stock | Series AAPreferred Stock | Series BBPreferred Stock | Common Stock | Additional Paid In Capital | Accumulated Deficit | Stock Payable | Total |
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 | $ 1,215 | 4,660 | 5,873 | |||||
Conversion of convertible debt (in Shares) | 1,212,525 | |||||||
Repurchase of Preferred Series AA | $ (1,000) | (159,000) | (160,000) | |||||
Repurchase of Preferred Series AA (in Shares) | (1,000,000) | |||||||
Granted of Preferred Series AA for service | 166,795 | 166,795 | ||||||
Imputed interest on debt | 17,125 | 17,125 | ||||||
Loss on conversion of debt | 7,629 | 7,629 | ||||||
Derivative settlement | 10,272 | 10,272 | ||||||
Net loss | (4,236,797) | (4,236,797) | ||||||
Balance at Jun. 30, 2020 | $ 83,731 | $ 279 | $ 9,174 | 20,405,066 | (32,126,274) | 166,795 | (11,544,960) | |
Balance (in Shares) at Jun. 30, 2020 | 1,000 | 279,146 | 9,172,563 | |||||
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 | 10,000,000 | 279,146 | 8,370,038 | ||||
Conversion of convertible debt | $ 803 | 2,487 | 3,290 | |||||
Conversion of convertible debt (in Shares) | 802,525 | |||||||
Repurchase of Preferred Series AA | $ (1,000) | (159,000) | (160,000) | |||||
Repurchase of Preferred Series AA (in Shares) | (1,000,000) | |||||||
Granted of Preferred Series AA for service | 166,795 | 37,831 | ||||||
Imputed interest on debt | 17,125 | 17,125 | ||||||
Loss on conversion of debt | 3,378 | 3,378 | ||||||
Derivative settlement | 2,928 | 2,928 | ||||||
Net loss | (3,390,524) | (3,390,524) | ||||||
Balance at Jun. 30, 2020 | $ 83,731 | $ 279 | $ 9,174 | 20,405,066 | (32,126,274) | $ 166,795 | (11,544,960) | |
Balance (in Shares) at Jun. 30, 2020 | 1,000 | 279,146 | 9,172,563 | |||||
Balance at Dec. 31, 2020 | $ 83,731 | $ 50 | $ 279 | $ 10,870 | 27,364,393 | (33,785,163) | (6,409,571) | |
Balance (in Shares) at Dec. 31, 2020 | 1,000 | 50,000 | 279,146 | 10,869,596 | ||||
Debt settlement | $ 1,093 | 212,016 | 213,109 | |||||
Debt settlement (in Shares) | 1,092,866 | |||||||
Issuance of stock for services | $ 70 | 19,930 | 20,000 | |||||
Issuance of stock for services (in Shares) | 70,004 | |||||||
Cancellation of Preferred BB | $ (279) | 279 | ||||||
Cancellation of Preferred BB (in Shares) | (279,146) | |||||||
Imputed interest on debt | 16,040 | 16,040 | ||||||
Fair value of warrants | 10,859,130 | 10,859,130 | ||||||
Net loss | (1,398,384) | (1,398,384) | ||||||
Balance at Jun. 30, 2021 | $ 83,731 | $ 50 | $ 12,033 | 38,471,788 | (35,183,547) | 3,300,324 | ||
Balance (in Shares) at Jun. 30, 2021 | 1,000 | 50,000 | 12,032,466 | |||||
Balance at Mar. 31, 2021 | $ 83,731 | $ 50 | $ 10,906 | 27,741,741 | (34,257,470) | (6,504,773) | ||
Balance (in Shares) at Mar. 31, 2021 | 1,000 | 50,000 | 173 | 10,905,828 | ||||
Debt settlement | $ 1,093 | 212,016 | 213,109 | |||||
Debt settlement (in Shares) | 1,092,866 | |||||||
Issuance of stock for services | $ 34 | 9,966 | 10,000 | |||||
Issuance of stock for services (in Shares) | 33,772 | |||||||
Cancellation of Preferred BB | ||||||||
Cancellation of Preferred BB (in Shares) | (173) | |||||||
Imputed interest on debt | 8,065 | 8,065 | ||||||
Fair value of warrants | 10,500,000 | 10,500,000 | ||||||
Net loss | (926,077) | (926,077) | ||||||
Balance at Jun. 30, 2021 | $ 83,731 | $ 50 | $ 12,033 | $ 38,471,788 | $ (35,183,547) | $ 3,300,324 | ||
Balance (in Shares) at Jun. 30, 2021 | 1,000 | 50,000 | 12,032,466 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,398,384) | $ (4,236,797) |
Non-cash adjustments to reconcile net loss to net cash: | ||
Amortization of debt discount | 219,829 | 760,192 |
Depreciation and amortization expense | 400 | 400 |
Change in derivative liabilities | 3,025,794 | |
Loss on legal settlement | 231,109 | |
Common shares issued for services | 20,000 | |
Preferred shares issued for services | 166,795 | |
Loss on conversion of debt | 7,629 | |
Imputed interest on debt | 16,040 | 17,125 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued liabilities | 211,835 | 125,152 |
CASH USED BY OPERATING ACTIVITIES | (699,171) | (133,710) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Loan to acquisition target | (250,000) | |
Cash paid for deposit on acquisition | (50,000) | |
CASH USED BY FINANCING ACTIVITIES | (250,000) | (50,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of debt | 11,400,000 | 331,900 |
Repurchase of preferred stock | (160,000) | |
CASH PROVIDED BY FINANCING ACTIVITIES | 11,400,000 | 171,900 |
Net increase (decrease) in cash | 10,450,829 | (11,810) |
Cash, beginning of year | 42,534 | 23,379 |
Cash, end of year | 10,493,363 | 11,569 |
NON-CASH FINANCING ACTIVITIES: | ||
Warrants discount issued on debt | 10,859,130 | |
Preferred shares returned | 279 | |
Shares issued for legal settlement | 213,109 | |
Discount issued on convertible debt | 332,400 | |
Settlement of derivative discounts | 10,272 | |
Conversion of convertible debt | $ 5,873 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2021 | |
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 Lans Holdings Inc was recorded as compensation expense. On November 27, 2019, and in connection with the execution of the Assignment, the Company’s Board of Directors appointed Mr. David Christensen, former director and CEO of LAHO, to serve as director and president of the Company. On December 23, 2019, Meso Numismatics Inc. entered into the Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., whereby the Original Agreement is amended to extend the deadline to enter into the New LOI to 120 days from the execution of the Post Closing Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 120 days from the execution of the Post Closing Amendment. On April 22, 2020, Meso Numismatics Inc. entered into a Second Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original Agreement is amended to extend the deadline to enter into the New LOI to 150 days from the execution of the Second Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 150 days from the execution of the Second Amendment. On June 25, 2020, Mr. Martin Chuah submitted his resignation as Director of the Company, effective June 26, 2020. There are no disagreements between Mr. Chuah and Meso Numismatics Inc. on any matter relating to its operations, policies or practices. On June 26, 2020, Meso Numismatics Inc. completed the repurchase of 1,000,000 shares of its Series AA (“Series AA”) Super Voting Preferred Stock, representing all of the Series AA shares held by E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd., respectively. On June 26, 2020, Mr. Melvin Pereira submitted his resignation as Chief Executive Officer, Chief Financial Officer, Secretary and Director of Meso Numismatics Inc., effective June 26, 2020. There are no disagreements between Mr. Pereira and Meso Numismatics Inc. on any matter relating to its operations, policies or practices. On June 26, 2020, due to Mr. Pereira’s resignation, Meso Numismatics Inc.’s Board of Directors appointed Mr. David Christensen, current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective June 27, 2020 and granted 50,000 shares of Series AA to Mr. David Christensen. On September 16, 2020, Meso Numismatics Inc. entered into a Third Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original Agreement is amended to extend the deadline to enter into the New LOI to 180 days from the execution of the Third Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 180 days from the execution of the Third Amendment. On March 12, 2021, Meso Numismatics Inc. entered into a Fourth Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original Agreement is amended to extend the deadline to enter into the New LOI to 90 days from the execution of the Fourth Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 90 days from the execution of the Fourth Amendment. On June 22, 2021, Meso Numismatics Inc. entered into a Fifth Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc. 1. Pursuant to the terms of the Fifth Post Closing Amendment, and as full and total consideration for the Assignment and Assumption Agreement and in addition to the assumption of the New LOI and the assumption of the Assigned Debt (both terms as defined in the Assignment and Assumption Agreement), the option granted to Lans Holdings Inc. pertaining to the issuance of the Company’s Series C Preferred Stock was terminated and replaced with a cash payment as consideration, upon the following terms: a. The Company shall pay Lans Holdings Inc., by delivery in escrow, an amount equal to USD $8,200,000, which Cash Payment shall be used by Lans Holdings Inc. for the repurchase of all of its shares of common stock from its common shareholders. On June 22, 2021, the Company entered into a stock purchase agreement with Global Stem Cells Group Inc and Benito Novas. Pursuant to the terms of the stock purchase agreement, the Company shall acquire 50,000,000 shares of common stock of Global Stem Cells Group Inc., representing all of the outstanding shares of Global Stem Cells Group Inc, from Benito Novas in exchange for the following: a. 1,000,000 shares of the Company’s Series AA Super Voting Preferred Stock; b. 8,974 shares of the Company’s Series DD Convertible Preferred Stock; and c. An amount equal to USD $50,000 being the balance owing to Benito Novas pursuant to the terms of the New LOI and Assignment. The closing of the stock purchase agreement shall occur no later than August 18, 2021. On June 22, 2021, the Company entered into a Secured Loan Agreement with an otherwise unaffiliated third-party investor, pursuant to which the Company agreed to issue to the investor a $11,600,000 face value Senior Secured Promissory Note with a $1,100,000 original issue discount, and a three year Common Stock Purchase Warrant to acquire up to 70,000,000 shares of our common stock at an exercise price of $0.10 per share, subject to adjustments. The Senior Secured Promissory Note has a maturity date three years from the issuance date and the Company has agreed to pay interest on the unpaid principal balance of the Note at an annual compounded rate of 12% at maturity. The Senior Secured Promissory Note is secured by all of the Company’s assets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The unaudited 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, the Financial Industry Regulatory Authority (“FINRA”) set a market effective date for a 1:1000 reverse stock split that was approved by 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 June 30, 2021 and December 31, 2020, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of June 30, 2021 and December 31, 2020. 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 June 30, 2021, the Company is working on an inventory tracking system by serial number. Until such time as an inventory tracking system exists, the inventory costs cannot be properly confirmed and written-off to cost of revenue. 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 six months ended June 30, 2021 and for the years ended December 31, 2020. The Company’s revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs, which it then sends to Numismatic Guaranty Corporation and Paper Money Guaranty for 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 June 30, 2021 the conversion of convertible notes would result in an additional 2,015,696 shares of common stock and exercise of warrants would result in an additional 96,000,000 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 June 30, 2021 and December 31, 2020, the carrying amounts of the Company’s financial instruments, including cash, account payables, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments. At June 30, 2021 and December 31, 2020, the Company does not have any assets or liabilities except for convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on non-recurring basis as of June 30, 2021 and December 31, 2020: Level 1 Level 2 Level 3 Total June 30, 2021 Convertible Notes Payable, net of discount $ - $ 172,435 $ - $ 172,435 Total $ - $ 172,435 $ - $ 172,435 December 31, 2020 Convertible Notes Payable, net of discount $ - $ 162,747 $ - $ 162,747 Total $ - $ 162,747 $ - $ 162,747 Comprehensive Income The Company records comprehensive income as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. As of June 30, 2021 and December 31, 2020, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. Stock Based Compensation Stock 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 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 $35,183,547 as of June 30, 2021 and future losses are anticipated. These factors, among others, generally tend to raise substantial doubt as to its ability to obtain additional long-term debt or equity financing in order to have the necessary resources to further design, develop and launch the website and market the Company’s new service. In order to continue as a going concern, the Company needs to develop a reliable source of revenues, and achieve a profitable level of operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. Accordingly, the accompanying unaudited financial statements are accounted for as if the Company is a going concern and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or other adjustments that might be necessary should be Company be unable to continue as a going concern. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | NOTE 3 – REVENUE RECOGNITION On January 1, 2018, the Company adopted ASU 2014-09 Revenue from Contracts with Customers (1) Identify the contract with a customer (2) Identify the performance obligations in the contract (3) Determine the transaction price (4) Allocate the transaction price to each performance obligation in the contract (5) Recognize revenue when each performance obligation is satisfied There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the periods ended June 30, 2021 and December 31, 2020. The Company’s only revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs, which it then sends to Numismatic Guaranty Corporation and Paper Money Guaranty for 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 | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 and December 31, 2020, Digital Arts Media Network and Ajene Watson, LLC had an outstanding balance of $148,247. During 2019, the Company entered into an aggregate of $387,980 Convertible Debentures with two lenders which bear interest from eight (8%) percent to fifteen (15%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. During 2019, the two lenders had advanced a total of $354,870, net of discount and attorney fees, in the amount of $33,110 to the Company. On 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 December 31, 2019, 81,043 Preferred Series BB shares were exchange for an aggregate of $97,252 convertible notes. 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 Novas, 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 Interest Rate 12/12/2016 11/27/2019 11/27/2020 $ 239,196.00 10% 12/15/2016 11/27/2019 11/27/2020 291,930.00 12% 5/16/2019 11/27/2019 11/27/2020 83,000.00 15% 6/28/2019 11/27/2019 11/27/2020 191,000.00 15% 7/15/2019 11/27/2019 11/27/2020 84,500.00 15% 8/2/2019 11/27/2019 11/27/2020 98,000.00 15% 9/17/2019 11/27/2019 11/27/2020 92,000.00 15% $ 1,079,626.00 During the period ended March 31, 2020 and December 31, 2019, the lender converted $4,676 of principal into common stock resulting into a balance of $1,074,950. From January 28, 2020 to March 30, 2020, the Company entered into an aggregate of $58,410 of Convertible Debentures with a lender which bear interest of eight (8%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $52,600, net of discount and attorney fees, in the amount of $5,810 to the Company. From April 30, 2020 to June 24, 2020, the Company entered into an aggregate of $109,020 of Convertible Debentures with a lender which bear interest at eight (8%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $93,300, net of discount in the amount of $15,720 to the Company. From May 4, 2020 to June 1, 2020, the Company entered into an aggregate of $146,200 of Convertible Debentures with a lender which bear interest at fifteen (15%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $132,000, net of discount in the amount of $14,200 to the Company. On May 19, 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. The lender had advanced a total of $54,000, net of discount in the amount of $6,000 to the Company. On July 15, 2020, the Company issued 905,929 shares of common stock in conversion of $4,122 convertible notes payable at conversion price of $0.00455: no loss was recorded. On July 17, 2020, the Company entered into a Convertible Debentures with a lender in the amount of $238,095 which bear interest at eight (8%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $195,000, net of discount in the amount of $43,095 to the Company. On November 30, 2020, the Company issued 791,104 shares of common stock in conversion of $4,747 convertible notes payable at conversion price of $0.0070: a loss of $2,034 was recorded. On December 7, 2020, the Company signed Debt Restructure Agreements to restructure the debt obligations with three separate lenders. The three lenders all had outstanding convertible promissory notes with our company in the aggregate principal amount plus default penalty and accrued but unpaid interest of $5,379,624, and the parties have agreed to terminate the old convertible promissory notes in favor of new secured promissory notes and warrants to purchase shares of our common stock. The Company agreed to the new notes and warrants over the prior convertible notes because the old notes were in default and contained unfavorable terms on conversions. The new notes extended the maturity date, are not convertible into our common shares, but instead secure the debt obligations with our assets. The new notes have a maturity date of December 7, 2023 and an aggregate principal amount of $5,379,624 and, as an incentive; we have issued cashless warrants to purchase 15,000,000 shares of our common stock at an exercise price of $0.03 per share in connection with the restructuring. These debentures are convertible, at the investors’ sole option, into common shares at the following terms: ● a 50 percent discount to the lowest closing bid price during the 10 days immediately preceding the conversion date as reported on the National Quotations Bureau OTCQB exchange ● a 50 percent discount to the average of the lowest traded price during the 20 days immediately preceding the conversion date as quoted by Bloomberg LP; ● a 50 percent discount to the lowest closing bid price during the 25 days immediately preceding the conversion date as reported on the National Quotations Bureau OTCQB exchange ● a 40 percent discount to the average of the three lowest traded price during the 20 days immediately preceding the conversion date as quoted by Bloomberg LP; or ● either (i) a 40 percent discount to the 10 days average daily trading price immediately preceding the conversion date, or (ii) at a fixed conversion price of $0.001 per share during any time whereby the current day market price is at or less than $0.075. The balance of the convertible notes as of June 30, 2021 and December 31, 2020 is as follows: June 30, December 31, 2021 2020 Convertible notes payable $ 220,499 $ 220,499 Less: Discount 48,064 57,752 Convertible notes payable, net $ 172,435 $ 162,747 During the periods ending June 30, 2021 and December 31, 2020 the Company received $0.00 and $526,900, respectively, from funding on new convertible notes. During the periods ending June 30, 2021 and December 31, 2020, the Company incurred $0.00 and $9,663 losses on the conversion of convertible notes, respectively. In connection with the convertible notes, the Company recorded $7,320 and $293,568, respectively of interest expense and $9,688 and $1,842,103, respectively of debt discount amortization expense. As of June 30, 2021 and December 31, 2020, the Company had approximately $336,196 and $328,876, respectively of accrued interest. During the periods ending June 30, 2021 and December 31, 2020, the Company made $0.00 and $25,000, respectively of payments on the outstanding convertible notes, and converted $0.00 and $14,742, respectively, of principal and interest into 0.00 and 2,909,558 shares of common stock. At December 7, 2020 the Company exchanged $5,379,624 of principal and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock. As of June 30, 2021 and December 31, 2020, the principal balance of outstanding convertible notes payable was $220,499. Promissory Notes Payable On November 25, 2019, Meso Numismatics Inc. pursuant to the certificate of designation of the Series BB, elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder shall have the option, within 30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. Should the shareholder not give the Meso Numismatics Inc. notice the Indebtedness shall automatically be issued in the form of a promissory note. The promissory note agreements bear no interest and have a four (4) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. As of December 31, 2019, 276,723 Preferred Series BB shares were exchange for an aggregate of $332,068 promissory notes. On December 3, 2019, Melvin Pereira, the CEO, converted 18,500 shares of the 25,000 shares of Series BB preferred stock to acquire one hundred (100%) percent of Meso’s common stock into 250,999 shares of the Company’s common stock and elected to exchange the remaining 6,500 shares of Series BB preferred stock for a promissory note of $7,800. On July 13, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $6,000 which bear interest at eighteen (18%) percent and have a two (2) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $5,000, net of discount in the amount of $1,000 to the Company. On July 15, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $84,000 which bear interest at eighteen (18%) percent and have a two (2) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $70,000, net of discount in the amount of $14,000 to the Company. At December 7, 2020 the Company exchanged $5,379,624 of principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock. The Company recorded the fair value of the 15,000,000 warrants issued with debt at approximately $262,376 at December 31, 2020 as a discount. On December 9, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $110,000 which bear interest at eighteen (18%) percent and have a two (2) year maturity date and cashless warrants to purchase 1,000,000 shares of our common stock. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $100,000, net of discount in the amount of $10,000 to the Company. The Company recorded the fair value of the 1,000,000 warrants issued with debt at approximately $17,491 at December 31, 2020 as a discount. On January 6, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,000,000 which bear interest at eighteen (15%) percent and have a one (1) year maturity date and cashless warrants to purchase 10,000,000 shares of our common stock, at exercise prices of $0.03 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $900,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $359,130 at March 31, 2021 as a discount. On June 22, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $10,500,000 at June 30, 2021 as a discount. The balance of the promissory as of June 30, 2021 and December 31, 2020 is as follows: June 30, December 31, 2021 2020 Promissory notes payable $ 18,511,692 $ 5,911,692 Less: Discount 12,144,080 295,091 Promissory notes payable, net $ 6,367,612 $ 5,616,601 During the periods ending June 30, 2021 and December 31, 2020, the Company made no payments on the outstanding promissory notes, and recorded $516,496 and $61,561, respectively of interest expense and $210,141 and $3,676, respectively of debt discount amortization expense. As of June 30, 2021 and December 31, 2020, the Company had approximately $578,057 and $61,561, respectively of accrued interest. As of June 30, 2021 and December 31, 2020, the principal balance of outstanding promissory notes payable was $18,511,692 and $5,911,692, respectively. Derivatives Liabilities The Company determined that the convertible notes outstanding as of December 31, 2020 contained an embedded derivative instrument as the conversion price was based on a variable that was not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40. The Company determined the fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation model with the following assumptions: At December 7, 2020 the Company exchanged $5,379,624 of principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock which eliminated the derivative liability associated with this debt. The remaining convertible notes resulted in a small number of shares which are covered under the number of authorized common stock resulting in the elimination of the derivative liability at December 31, 2020. The balance of the fair value of the derivative liability as of June 30, 2021 and December 31, 2020 is as follows: Balance at December 31, 2019 $ 4,730,990 Additions 532,401 Fair value loss 1,233,277 Conversions (6,496,668 ) Balance at December 31, 2020 - Additions - Fair value loss - Conversions - Balance at June 30, 2021 $ - |
Convertible Preferred Stock
Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 and December 31, 2020, outside of permanent equity and liabilities. On November 12, 2020, the Company filed with the Secretary of State in Nevada the amendment to Certificate of Designation authorizing the increase from 1,000 to 8,000,000 shares of the Series CC Convertible Preferred Stock. |
Stockholders Equity
Stockholders Equity | 6 Months Ended |
Jun. 30, 2021 | |
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 as of , June 30, 2018. The below transactions have been changed to reflect the 1 for 1,000 reverse stock split. 2020 Transactions On January 8, 2020, the Company issued 410,000 shares of common stock in conversion of $2,583 convertible notes payable at conversion price of $0.0063: a loss of $4,251 was recorded. On May 19, 2020, the Company issued 802,525 shares of common stock in conversion of $3,290 convertible notes payable at conversion price of $0.0041: a loss of $3,378 was recorded. On July 15, 2020, the Company issued 905,929 shares of common stock in conversion of $4,122 convertible notes payable at conversion price of $0.00455: no loss was recorded. On November 30, 2020, the Company issued 791,104 shares of common stock in conversion of $4,747 convertible notes payable at conversion price of $0.0070: a loss of $2,034 was recorded. 2021 Transactions On February 24, 2021, the Company issued 36,232 shares of common stock for consulting services in the amount of $10,000. On April 16, 2021, the Company issued 33,772 shares of common stock for consulting services in the amount of $10,000. On June 28, 2021, the Company issued 1,092,866 shares of common stock as settlement of the lawsuit with Joseph Canouse, in the amount of $213,109. As of June 30, 2021 and December 31, 2020, the Company has 12,032,466 and 10,869,596 common shares issued and outstanding, respectively. Warrants During the year ended December 31, 2020, the Company issued warrants to purchase 16,000,000 shares of common stock, at exercise prices of $0.03 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 16,000,000 warrants issued with debt at approximately $279,867 at December 31, 2020 as a discount. On January 6, 2021, the Company issued warrants to purchase 10,000,000 shares of common stock, at exercise prices of $0.033 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $359,130 as a discount. On June 22, 2021, the Company issued warrants to purchase 70,000,000 shares of common stock, at exercise prices of $0.100 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $10,500,000 as a discount. The following table summarizes the Company’s warrant transactions during the six months ended June 30, 2021 and year ended December 2020 Number of Weighted Outstanding at year ended December 31, 2019 - $ - Granted 16,000,000 0.030 Exercised - - Expired - - Outstanding at year ended December 31, 2020 16,000,000 $ 0.030 Granted 80,000,000 0.092 Exercised Expired Outstanding at quarter ended June 30, 2021 96,000,000 $ 0.081 Warrants granted in the year ended December 31, 2020 were valued using the Black Scholes Model with the risk-free interest rate of 0.20%, expected life 3 years, expected dividend rate of 0% and expected volatility ranging of 411.72%. Warrants granted in the six months ended June 30, 2021 were valued using the Black Scholes Model with the risk-free interest rate of 0.20% to 0.44%, expected life 3 years, expected dividend rate of 0% and expected volatility ranging of 348.64% to 394.78%. 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. On June 26, 2020, Meso Numismatics Inc. completed the repurchase of 1,000,000 shares of its Series AA (“Series AA”) Super Voting Preferred Stock for an aggregate total purchase price equal to $160,000, representing all of the Series AA shares held by E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd., respectively. On June 26, 2020, due to Mr. Pereira’s resignation, Meso Numismatics Inc.’s Board of Directors appointed Mr. David Christensen, current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective June 27, 2020 and granted 50,000 shares of Series AA to Mr. David Christensen. The $166,795 value of the Series AA Super Voting Preferred Stock is based on the 10,000 votes per preferred share to one vote per common share. Valuation based on definition of control premium is defined as the price to which a willing buyer and willing seller would agree in any arms-length transaction to acquire control of the Company. The premium paid above the market value of the company is real economic benefit to controlling the Company. Historically, the average control premium applied in M&A transactions averages approximately 30%, which represents the value of control. As of June 30, 2021 and December 31, 2020, the Company has 50,000 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. As of December 31, 2019, 81,043 Preferred Series BB shares were exchange for an aggregate of $97,252 convertible notes and 276,723 Preferred Series BB shares were exchange for an aggregate of $332,068 promissory notes of which 78,620 were returned and cancelled and 279,146 were still outstanding at December 31, 2020. During the three months ended March 31, 2021, the remaining 279,146 were returned and cancelled. As of June 30, 2021 and December 31, 2020, the Company had 0 and 279,146, respectively, of preferred shares of Series BB Preferred Stock issued and outstanding. Designation of Series DD Convertible Preferred Stock On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), authorizing ten thousand (10,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series DD Convertible Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series DD Convertible Preferred Stock shall be entitled to its shares of Series DD Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The holders of the Series DD Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock. The holders of the Series DD Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. As of June 30, 2021 and December 31, 2020, the Company had no preferred shares of Series DD Convertible Preferred Stock issued and outstanding. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
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, 2020 and the year ended December 31, 2019, the Company incurred no material rent expenses. The Company has no physical office leases that required implementation of ASU 842 in the year ended December 31, 2020 to assets and liabilities. On November 27, 2019, and in connection with the execution of the Assignment and the LOI, the Company’s Board of Directors appointed Mr. David Christensen former director and CEO of Lans Holdings, Inc., to serve as director and president of the Company (see Note 1). On December 3, 2019, Melvin Pereira, the CEO, converted 18,500 shares of the 25,000 shares of Series BB preferred stock to acquire one hundred (100%) percent of Meso’s common stock into 250,999 shares of the Company’s common stock and elected to exchange the remaining 6,500 shares of Series BB preferred stock for a promissory note of $7,800. On June 25, 2020, Mr. Martin Chuah submitted his resignation as Director of the Company, effective June 26, 2020. There are no disagreements between Mr. Chuah and Meso Numismatics Inc. on any matter relating to its operations, policies or practices. On June 26, 2020, Mr. Melvin Pereira submitted his resignation as Chief Executive Officer, Chief Financial Officer, Secretary and Director of Meso Numismatics Inc., effective June 26, 2020. There are no disagreements between Mr. Pereira and Meso Numismatics Inc. on any matter relating to its operations, policies or practices. On June 26, 2020, Meso Numismatics Inc. completed the repurchase of 1,000,000 shares of its Series AA (“Series AA”) Super Voting Preferred Stock for an aggregate total purchase price equal to $160,000, representing all of the Series AA shares held by E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd., respectively. On June 26, 2020, due to Mr. Pereira’s resignation, Meso Numismatics Inc.’s Board of Directors appointed Mr. David Christensen, current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective June 27, 2020 and granted 50,000 shares of Series AA to Mr. David Christensen. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES On May 12, 2015, the Company issued a convertible promissory Note (the “Note”) in the principal amount of $25,000 to Tarpon Bay Partners, LLC (“Tarpon Bay”) whose principal at the time is now known as a “Bad Actor” under SEC rules. On or about January 23, 2017, Tarpon Bay elected to convert principal and interest under the Note into shares of the Company’s common stock. On or about June 6, 2017 the Note was assigned to J.P. Carey Enterprises, Inc. (“J.P.”). On or about June 7, 2017, J.P. elected to convert principal and interest under the Note into shares of the Company’s common stock. Joseph Canouse, a principal at J.P., initiated a lawsuit against the Company in Fulton County Court, in Georgia for, among other things, breach of contract. A default judgment was entered into against the Company for failure to response to these claims. The court then issued an Order of Judgement against the Company in the amount of $282,500 which was recorded in accounts payable as of December 31, 2017. The Company appealed the Courts’ decision and in November 2018, while the Court of Appeals affirmed liability under the judgment, the Court of Appeals vacated the award of the entire judgment amount and remanded the case back to the trial court with instructions. On June 23, 2021, the Company entered into settlement agreement of the Joseph Canouse lawsuit for consideration of $300,000 in cash and 1,092,866 shares of common stock in the amount of $213,109. The $513,109 settlement was offset by the $282,500 which was recorded in accounts payable as of December 31, 2017 resulting in expense of $231,109 during the six months ended June 30, 2021. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 9 – PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: June 30, December 31, Computer and office equipment (5 year useful life) $ 4,000 $ 4,000 Less: accumulated depreciation (2,200 ) (1,800 ) Total property and equipment, net $ 1,800 $ 2,200 Depreciation expense for the six months ended June 30, 2021 and year ended December 31, 2020 was $400 and $800, respectively. |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
OTHER ASSETS | NOTE 10 – OTHER ASSETS On April 22, 2020, the Company entered into a Second Post Closing Amendment to the Assignment, which extended the deadline to enter into the New LOI to 150 days from the execution of the Second Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 150 days from the execution of the Second Amendment. In addition, the Company shall pay an advance amount equal to $225,000 to Global Stem Cells Group Inc, which shall be paid as follows: ● An amount equal to $50,000 within 20 business days of the execution of this herein Second Amendment; ● An amount equal to $75,000 within 60 business days from the initial $50,000 payment above and; ● The remaining balance to be paid in full at the latest upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties. On September 16, 2020, Meso Numismatics Inc. entered into a Third Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original Agreement is amended to extend the deadline to enter into the New LOI to 180 days from the execution of the Third Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 180 days from the execution of the Third Amendment. In addition, the Company shall pay the remaining balance equal to $100,000 to Global Stem Cells Group Inc, which shall be paid as follows: ● An amount equal to $50,000 upon the execution of the Third Amendment; ● The remaining balance to be paid in full at the latest upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties. On March 12, 2021, Meso Numismatics Inc. entered into a Fourth Post Closing Amendment to the Assignment and Assumption Agreement originally entered into on November 27, 2019 with Global Stem Cells Group Inc., Benito Novas, and Lans Holdings Inc., which Assignment was first amended pursuant to the Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019. The Original Agreement is amended to extend the deadline to enter into the New LOI to 90 days from the execution of the Fourth Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 90 days from the execution of the Fourth Amendment. On May 7, 2020, July 24, 2020 and September 17, 2020, the Company made advance payments in the amount of $175,000 to Global Stem Cells Group Inc, which was recorded as other asset as of June 30, 2021 and December 31, 2020. |
Note Receivable
Note Receivable | 6 Months Ended |
Jun. 30, 2021 | |
Receivables [Abstract] | |
NOTE RECEIVABLE | NOTE 11 – NOTE RECEIVABLE On June 29, 2021, the Company entered into a Promissory Note with Global Stem Cells Group Inc. in the amount of $250,000 which bear interest at ten (10%) percent in the event of default and have a one (1) year maturity date. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS NONE |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The unaudited 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, the Financial Industry Regulatory Authority (“FINRA”) set a market effective date for a 1:1000 reverse stock split that was approved by 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 June 30, 2021 and December 31, 2020, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of June 30, 2021 and December 31, 2020. |
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 June 30, 2021, the Company is working on an inventory tracking system by serial number. Until such time as an inventory tracking system exists, the inventory costs cannot be properly confirmed and written-off to cost of revenue. |
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 six months ended June 30, 2021 and for the years ended December 31, 2020. The Company’s revenue stream is acquiring rare coins and banknotes from Latin America at reduced costs, which it then sends to Numismatic Guaranty Corporation and Paper Money Guaranty for 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 June 30, 2021 the conversion of convertible notes would result in an additional 2,015,696 shares of common stock and exercise of warrants would result in an additional 96,000,000 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 June 30, 2021 and December 31, 2020, the carrying amounts of the Company’s financial instruments, including cash, account payables, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments. At June 30, 2021 and December 31, 2020, the Company does not have any assets or liabilities except for convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on non-recurring basis as of June 30, 2021 and December 31, 2020: Level 1 Level 2 Level 3 Total June 30, 2021 Convertible Notes Payable, net of discount $ - $ 172,435 $ - $ 172,435 Total $ - $ 172,435 $ - $ 172,435 December 31, 2020 Convertible Notes Payable, net of discount $ - $ 162,747 $ - $ 162,747 Total $ - $ 162,747 $ - $ 162,747 |
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 June 30, 2021 and December 31, 2020, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. |
Stock Based Compensation | Stock 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 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 $35,183,547 as of June 30, 2021 and future losses are anticipated. These factors, among others, generally tend to raise substantial doubt as to its ability to obtain additional long-term debt or equity financing in order to have the necessary resources to further design, develop and launch the website and market the Company’s new service. In order to continue as a going concern, the Company needs to develop a reliable source of revenues, and achieve a profitable level of operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. Accordingly, the accompanying unaudited financial statements are accounted for as if the Company is a going concern and does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or other adjustments that might be necessary should be Company be unable to continue as a going concern. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of assets and liabilities measured at fair value on non-recurring basis | Level 1 Level 2 Level 3 Total June 30, 2021 Convertible Notes Payable, net of discount $ - $ 172,435 $ - $ 172,435 Total $ - $ 172,435 $ - $ 172,435 December 31, 2020 Convertible Notes Payable, net of discount $ - $ 162,747 $ - $ 162,747 Total $ - $ 162,747 $ - $ 162,747 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of reissued the below notes to a lender | Original Date of Note Note Date Maturity Date Principal 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 balance of the convertible notes | June 30, December 31, 2021 2020 Convertible notes payable $ 220,499 $ 220,499 Less: Discount 48,064 57,752 Convertible notes payable, net $ 172,435 $ 162,747 |
Schedule of balance of the promissory | June 30, December 31, 2021 2020 Promissory notes payable $ 18,511,692 $ 5,911,692 Less: Discount 12,144,080 295,091 Promissory notes payable, net $ 6,367,612 $ 5,616,601 |
Schedule of fair value of the derivative liability | Balance at December 31, 2019 $ 4,730,990 Additions 532,401 Fair value loss 1,233,277 Conversions (6,496,668 ) Balance at December 31, 2020 - Additions - Fair value loss - Conversions - Balance at June 30, 2021 $ - |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrant transactions | Number of Weighted Outstanding at year ended December 31, 2019 - $ - Granted 16,000,000 0.030 Exercised - - Expired - - Outstanding at year ended December 31, 2020 16,000,000 $ 0.030 Granted 80,000,000 0.092 Exercised Expired Outstanding at quarter ended June 30, 2021 96,000,000 $ 0.081 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | June 30, December 31, Computer and office equipment (5 year useful life) $ 4,000 $ 4,000 Less: accumulated depreciation (2,200 ) (1,800 ) Total property and equipment, net $ 1,800 $ 2,200 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | Jul. 02, 2018 | Aug. 04, 2017 | Jun. 22, 2021 | Jun. 27, 2020 | Nov. 27, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 26, 2020 | Nov. 16, 2016 |
Organization and Description of Business (Details) [Line Items] | |||||||||
Share issuance of series BB preferred | 25,000 | ||||||||
Reverse stock split, description | the Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The prior year financials have been changed to reflect the 1-for-1,000 reverse stock split. | ||||||||
Bear interest rate, description | pursuant to the Assignment and Assumption Agreement and subject to any pre-existing defaults under the Notes, Meso Numismatics Inc. reissued an aggregate of $1,079,626 of Convertible Redeemable Notes to the lender which bear interest at a rate varying from ten (10%) to fifteen (15%) percent, and have a one (1) year maturity date. | ||||||||
Compensation expense (in Dollars) | $ 1,163,357 | ||||||||
Convertible redeemable notes issued (in Dollars) | 1,079,626 | ||||||||
Lans Holdings Inc [Member] | |||||||||
Organization and Description of Business (Details) [Line Items] | |||||||||
Acquired shares of common stock | 50,000,000 | 50,000,000 | |||||||
Escrow amount (in Dollars) | $ 8,200,000 | ||||||||
Benito Novas [Member] | |||||||||
Organization and Description of Business (Details) [Line Items] | |||||||||
Amount owned to shareholder (in Dollars) | $ 50,000 | ||||||||
Business Combination [Member] | |||||||||
Organization and Description of Business (Details) [Line Items] | |||||||||
Ownership interest, percentage | 100.00% | 100.00% | |||||||
Secured Loan Agreement [Member] | |||||||||
Organization and Description of Business (Details) [Line Items] | |||||||||
Acquired shares of common stock | 70,000,000 | ||||||||
Face value of senior secured promissory note (in Dollars) | $ 11,600,000 | ||||||||
Original issue discount (in Dollars) | $ 1,100,000 | ||||||||
Common stock purchase warrant term | 3 years | ||||||||
Exercise price (in Dollars per share) | $ 0.10 | ||||||||
Senior Secured Promissory Note [Member] | |||||||||
Organization and Description of Business (Details) [Line Items] | |||||||||
Maturity period | 3 years | ||||||||
Interest rate | 12.00% | ||||||||
Series CC Convertible Preferred Stock [Member] | |||||||||
Organization and Description of Business (Details) [Line Items] | |||||||||
Preferred stock, shares issued | 1,000 | ||||||||
Preferred stock value issued (in Dollars) | $ 83,731 | ||||||||
Conversion shares | 1,000 | ||||||||
Conversion price, per share (in Dollars per share) | $ 0.8 | ||||||||
Series CC Convertible Preferred Stock [Member] | Lans Holdings Inc [Member] | |||||||||
Organization and Description of Business (Details) [Line Items] | |||||||||
Preferred stock, shares issued | 1,000 | ||||||||
Preferred stock value issued (in Dollars) | $ 83,731 | ||||||||
Series AA Super Voting Preferred Stock [Member] | |||||||||
Organization and Description of Business (Details) [Line Items] | |||||||||
Preferred stock, shares issued | 1,000,000 | 50,000 | 50,000 | ||||||
Stock repurchase | 1,000,000 | ||||||||
Granted shares | 50,000 | ||||||||
Series DD Convertible Preferred Stock [Member] | |||||||||
Organization and Description of Business (Details) [Line Items] | |||||||||
Preferred stock, shares issued | 8,974 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Conversion of convertible notes shares | 2,015,696 | |
Additional shares of common stock | 96,000,000 | |
Accumulated deficit (in Dollars) | $ (35,183,547) | $ (33,785,163) |
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 ($) | Jun. 30, 2021 | Dec. 31, 2020 |
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 | $ 172,435 | $ 162,747 |
Total | 172,435 | 162,747 |
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 | ||
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 | 172,435 | 162,747 |
Total | 172,435 | 162,747 |
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 | ||
Total |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Jan. 06, 2021 | Dec. 09, 2020 | Dec. 07, 2020 | Jul. 15, 2020 | Jul. 13, 2020 | Jun. 25, 2020 | Dec. 03, 2019 | Jun. 22, 2021 | Jul. 17, 2020 | Jun. 02, 2020 | Mar. 31, 2020 | Nov. 27, 2019 | Jun. 24, 2020 | Mar. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2015 | Nov. 30, 2020 | May 19, 2020 | Nov. 25, 2019 |
Notes Payable (Details) [Line Items] | |||||||||||||||||||||
Bear interest | 18.00% | 18.00% | 15.00% | 8.00% | 15.00% | 8.00% | 8.00% | ||||||||||||||
Lender had advanced | $ 70,000 | $ 5,000 | $ 54,000 | $ 195,000 | $ 132,000 | $ 52,600 | $ 354,870 | ||||||||||||||
Convertible debentures | 387,980 | ||||||||||||||||||||
Discount and attorney fees | 5,810 | $ 33,110 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 1.20 | ||||||||||||||||||||
Amortization of debt discount (in Shares) | 81,043 | ||||||||||||||||||||
Aggregate exchange amount | $ 97,252 | ||||||||||||||||||||
Conversion of principal value | $ 4,676 | ||||||||||||||||||||
Common stock balance | $ 1,074,950 | ||||||||||||||||||||
Payments on the outstanding convertible notes | 60,000 | 238,095 | 146,200 | $ 109,020 | $ 58,410 | $ 0 | $ 25,000 | ||||||||||||||
Net of discount | $ 14,000 | 1,000 | $ 6,000 | $ 43,095 | $ 14,200 | ||||||||||||||||
Shares issued (in Shares) | 905,929 | 791,104 | 802,525 | ||||||||||||||||||
Aggregate convertible notes outstanding | $ 4,122 | $ 4,747 | $ 3,290 | ||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.00455 | $ 0.0070 | $ 0.0041 | ||||||||||||||||||
Loss on convertible notes | $ 0 | 9,663 | $ 2,034 | $ 3,378 | |||||||||||||||||
Accrued but unpaid interest | $ 5,379,624 | ||||||||||||||||||||
Aggregate principal amount | $ 5,379,624 | ||||||||||||||||||||
Warrants to purchase (in Shares) | 15,000,000 | ||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.03 | ||||||||||||||||||||
Description of convertible debentures | 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 | $ 0 | 526,900 | |||||||||||||||||||
Interest expense | 7,320 | 293,568 | |||||||||||||||||||
Amortization of debt discount | 9,688 | 1,842,103 | |||||||||||||||||||
Accrued interest | 336,196 | 328,876 | |||||||||||||||||||
Principal interest | 0 | 14,742 | |||||||||||||||||||
Common stock shares | $ 262,376 | 0 | 2,909,558 | ||||||||||||||||||
Principal and accrued but unpaid interest | 5,379,624 | ||||||||||||||||||||
Promissory notes and cashless warrants | $ 5,379,624 | ||||||||||||||||||||
Common stock shares (in Shares) | 15,000,000 | ||||||||||||||||||||
Notes payable outstanding | 220,499 | 220,499 | |||||||||||||||||||
Price per share (in Dollars per share) | $ 1.20 | ||||||||||||||||||||
Promissory notes payable | $ 172,435 | $ 162,747 | |||||||||||||||||||
Common stock shares (in Shares) | 13,634,780 | 12,471,910 | |||||||||||||||||||
Promissory note | $ 6,367,612 | $ 5,616,601 | |||||||||||||||||||
Promissory debentures lender amount | $ 84,000 | $ 6,000 | |||||||||||||||||||
Warrants issued (in Shares) | 15,000,000 | ||||||||||||||||||||
Promissory debentures, description | the Company entered into a Promissory Debentures with a lender in the amount of $1,000,000 which bear interest at eighteen (15%) percent and have a one (1) year maturity date and cashless warrants to purchase 10,000,000 shares of our common stock, at exercise prices of $0.03 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $900,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $359,130 at March 31, 2021 as a discount. | the Company entered into a Promissory Debentures with a lender in the amount of $110,000 which bear interest at eighteen (18%) percent and have a two (2) year maturity date and cashless warrants to purchase 1,000,000 shares of our common stock. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $100,000, net of discount in the amount of $10,000 to the Company. The Company recorded the fair value of the 1,000,000 warrants issued with debt at approximately $17,491 at December 31, 2020 as a discount. | the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $10,500,000 at June 30, 2021 as a discount. | ||||||||||||||||||
Interest expense | 516,496 | 61,561 | |||||||||||||||||||
Debt discount amortization expense | 210,141 | 3,676 | |||||||||||||||||||
Accrued interest | 578,057 | 61,561 | |||||||||||||||||||
Outstanding promissory notes payable | 18,511,692 | 5,911,692 | |||||||||||||||||||
Principal, default penalty description | At December 7, 2020 the Company exchanged $5,379,624 of principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock which eliminated the derivative liability associated with this debt. | ||||||||||||||||||||
Business Combination [Member] | |||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||
Share issuance of common stock (in Shares) | 50,000,000 | ||||||||||||||||||||
Digital Arts Media Network and Ajene Watson, LLC [Member] | |||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||
Promissory note agreements, description | The promissory note agreements bear interest from eight (8%) percent to ten (10%) and have a one (1) year maturity date. | ||||||||||||||||||||
Lender had advanced | $ 148,247 | $ 148,247 | |||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||
Principal and accrued but unpaid interest | $ 5,379,624 | ||||||||||||||||||||
Promissory notes and cashless warrants | $ 5,379,624 | ||||||||||||||||||||
Common stock shares (in Shares) | 15,000,000 | ||||||||||||||||||||
Promissory Notes Payable [Member] | |||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||
Exchanged shares (in Shares) | 276,723 | ||||||||||||||||||||
Promissory notes payable | $ 332,068 | ||||||||||||||||||||
CEO [Member] | |||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||
Converted shares (in Shares) | 18,500 | ||||||||||||||||||||
Common stock shares (in Shares) | 250,999 | ||||||||||||||||||||
Promissory note | $ 7,800 | ||||||||||||||||||||
CEO [Member] | Business Combination [Member] | |||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||
Share issuance of common stock (in Shares) | 25,000 | ||||||||||||||||||||
Series BB Preferred Stock [Member] | |||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||
Remaining shares (in Shares) | 6,500 | ||||||||||||||||||||
Promissory note | $ 7,800 | ||||||||||||||||||||
Series BB Preferred Stock [Member] | Business Combination [Member] | |||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||
Percentage of acquire | 100.00% | ||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||
Bear interest | 8.00% | ||||||||||||||||||||
Minimum [Member] | Digital Arts Media Network and Ajene Watson, LLC [Member] | |||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||
Bear interest | 8.00% | ||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||
Bear interest | 15.00% | ||||||||||||||||||||
Maximum [Member] | Digital Arts Media Network and Ajene Watson, LLC [Member] | |||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||
Bear interest | 10.00% | ||||||||||||||||||||
Lender Concentration Risk [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||||||||
Lender had advanced | 93,300 | ||||||||||||||||||||
Net of discount | $ 15,720 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of reissued the below notes to a lender | 6 Months Ended |
Jun. 30, 2021USD ($) | |
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 balance of the convertible notes - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of balance of the convertible notes [Abstract] | ||
Convertible notes payable | $ 220,499 | $ 220,499 |
Less: Discount | 48,064 | 57,752 |
Convertible notes payable, net | $ 172,435 | $ 162,747 |
Notes Payable (Details) - Sch_3
Notes Payable (Details) - Schedule of balance of the promissory - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of balance of the promissory [Abstract] | ||
Promissory notes payable | $ 18,511,692 | $ 5,911,692 |
Less: Discount | 12,144,080 | 295,091 |
Promissory notes payable, net | $ 6,367,612 | $ 5,616,601 |
Notes Payable (Details) - Sch_4
Notes Payable (Details) - Schedule of fair value of the derivative liability - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of fair value of the derivative liability [Abstract] | ||
Beginning Balance | $ 4,730,990 | |
Additions | 532,401 | |
Fair value loss | 1,233,277 | |
Conversions | (6,496,668) | |
Ending Balance |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) | Nov. 12, 2020 | Nov. 26, 2019 | Jun. 30, 2021 | Dec. 31, 2020 |
Convertible Preferred Stock (Details) [Line Items] | ||||
Debt conversion, description | the Company may redeem for cash out of funds legally available therefor, any or all of the outstanding Series CC Convertible Preferred Stock at a price equal to $1,000 per share. If not converted prior, on the Automatic Conversion Date, any and all remaining issued and outstanding shares of Series CC Convertible Preferred Stock shall automatically convert at the Conversion Price, which is a price per share determined by dividing the number of issued and outstanding shares of stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8 conversion price. | |||
Preferred stock price per share (in Dollars per share) | $ 83.73 | |||
Series CC Convertible 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, shares issued | 1,000 | |||
Conversion price (in Dollars per share) | $ 0.8 | |||
Preferred stock value (in Dollars) | $ 83,731 | |||
Convertible preferred stock | 1,000 | |||
Series CC Convertible Preferred Stock [Member] | Lans Holdings Inc.[Member] | ||||
Convertible Preferred Stock (Details) [Line Items] | ||||
Preferred stock, shares issued | 1,000 | |||
Conversion price (in Dollars per share) | $ 0.8 | |||
Preferred stock, shares authorized | 1,000 | |||
Preferred stock value (in Dollars) | $ 83,731 | |||
Convertible preferred stock | 1,000 | |||
Series CC Convertible Preferred Stock [Member] | Minimum [Member] | ||||
Convertible Preferred Stock (Details) [Line Items] | ||||
Authorized shares increase decreased | 1,000 | |||
Series CC Convertible Preferred Stock [Member] | Maximum [Member] | ||||
Convertible Preferred Stock (Details) [Line Items] | ||||
Authorized shares increase decreased | 8,000,000 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | Jan. 06, 2021 | Jul. 15, 2020 | Jan. 08, 2020 | Jul. 02, 2018 | May 02, 2014 | Aug. 16, 2021 | Jun. 22, 2021 | Feb. 24, 2021 | Nov. 30, 2020 | Jun. 26, 2020 | May 19, 2020 | Nov. 26, 2019 | Mar. 29, 2017 | Dec. 31, 2014 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | 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 as of , June 30, 2018. The below transactions have been changed to reflect the 1 for 1,000 reverse stock split. | ||||||||||||||||||||
Conversion of common stock (in Dollars) | $ 3,290 | $ 5,873 | |||||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 0.00455 | $ 0.0070 | $ 0.0041 | ||||||||||||||||||
Common stock issued for consulting services (in Dollars) | $ 10,000 | $ 20,000 | |||||||||||||||||||
Issuance of warrants | 10,000,000 | 70,000,000 | 16,000,000 | ||||||||||||||||||
Warrants issued for debt (in Dollars) | $ 359,130 | $ 10,500,000 | |||||||||||||||||||
Expected life | 3 years | ||||||||||||||||||||
Granted shares | 905,929 | 791,104 | 802,525 | ||||||||||||||||||
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. | ||||||||||||||||||||
E-Network de Costa Rica S.A. [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Series AA super voting preferred stock exchange, description | 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. | ||||||||||||||||||||
Current Director and President [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Granted shares | 50,000 | ||||||||||||||||||||
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. | ||||||||||||||||||||
Series AA super voting preferred stock exchange, description | The $166,795 value of the Series AA Super Voting Preferred Stock is based on the 10,000 votes per preferred share to one vote per common share. Valuation based on definition of control premium is defined as the price to which a willing buyer and willing seller would agree in any arms-length transaction to acquire control of the Company. The premium paid above the market value of the company is real economic benefit to controlling the Company. Historically, the average control premium applied in M&A transactions averages approximately 30%, which represents the value of control. | ||||||||||||||||||||
Increase in authorized shares | 1,050,000 | ||||||||||||||||||||
Repurchase of shares | 1,000,000 | ||||||||||||||||||||
Aggregate total purchase price (in Dollars) | $ 160,000 | ||||||||||||||||||||
Preferred shares issued | 1,000,000 | 50,000 | 50,000 | 50,000 | |||||||||||||||||
Preferred shares outstanding | 50,000 | 50,000 | 50,000 | ||||||||||||||||||
Series BB Preferred Stock [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Preferred stock designated, authorizing | (1,000,000) | ||||||||||||||||||||
Preferred stock designated, per share value (in Dollars per share) | $ 0.001 | ||||||||||||||||||||
Preferred shares issued | 0 | 0 | 279,146 | ||||||||||||||||||
Preferred shares outstanding | 0 | 0 | 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 | ||||||||||||||||||||
Conversion of preferred stock, description | As of December 31, 2019, 81,043 Preferred Series BB shares were exchange for an aggregate of $97,252 convertible notes and 276,723 Preferred Series BB shares were exchange for an aggregate of $332,068 promissory notes of which 78,620 were returned and cancelled and 279,146 were still outstanding at December 31, 2020. During the three months ended March 31, 2021, the remaining 279,146 were returned and cancelled. | ||||||||||||||||||||
Series DD Convertible Preferred Stock [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 3.17 | $ 3.17 | |||||||||||||||||||
Preferred shares issued | 8,974 | ||||||||||||||||||||
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. | ||||||||||||||||||||
2020 Transactions [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Common stock shares issued | 905,929 | 410,000 | 791,104 | 802,525 | |||||||||||||||||
Conversion of common stock (in Dollars) | $ 4,122 | $ 2,583 | $ 4,747 | $ 3,290 | |||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 0.00455 | $ 0.0063 | $ 0.0070 | $ 0.0041 | |||||||||||||||||
Loss on conversion of convertible debt (in Dollars) | $ 4,251 | $ 2,034 | $ 3,378 | ||||||||||||||||||
2021 Transactions [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Common stock shares issued | 1,092,866 | 12,032,466 | 12,032,466 | ||||||||||||||||||
Share issued for consulting services | 33,772 | 36,232 | |||||||||||||||||||
Common stock issued for consulting services (in Dollars) | $ 10,000 | $ 10,000 | |||||||||||||||||||
Common stock settlement amount (in Dollars) | $ 213,109 | ||||||||||||||||||||
Common stock, shares outstanding | 10,869,596 | ||||||||||||||||||||
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) | $ 803 | $ 1,215 | |||||||||||||||||||
Share issued for consulting services | 33,772 | 70,004 | |||||||||||||||||||
Common stock issued for consulting services (in Dollars) | $ 34 | $ 70 | |||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Issuance of warrants | 10,000,000 | 70,000,000 | 16,000,000 | ||||||||||||||||||
Exercise price per warrant (in Dollars per share) | $ 0.033 | $ 0.100 | $ 0.03 | ||||||||||||||||||
Warrants expiration term | 3 years | 3 years | 3 years | ||||||||||||||||||
Warrants issued for debt (in Dollars) | $ 279,867 | ||||||||||||||||||||
Risk-free interest rate | 0.20% | ||||||||||||||||||||
Expected life | 3 years | ||||||||||||||||||||
Expected dividend rate | 0.00% | 0.00% | |||||||||||||||||||
Expected volatility | 411.72% | ||||||||||||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Risk-free interest rate | 0.20% | ||||||||||||||||||||
Expected volatility | 348.64% | ||||||||||||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||||||||||||
Risk-free interest rate | 0.44% | ||||||||||||||||||||
Expected volatility | 394.78% |
Stockholders Equity (Details) -
Stockholders Equity (Details) - Schedule of warrant transactions - Warrants [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholders Equity (Details) - Schedule of warrant transactions [Line Items] | ||
Number of Warrants, Outstanding | 16,000,000 | |
Weighted Average Exercise Price, Outstanding | $ 0.030 | |
Number of Warrants, Granted | 80,000,000 | 16,000,000 |
Weighted Average Exercise Price, Granted | $ 0.092 | $ 0.030 |
Number of Warrants, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Warrants, Expired | ||
Weighted Average Exercise Price, Expired | ||
Number of Warrants, Outstanding | 96,000,000 | 16,000,000 |
Weighted Average Exercise Price, Outstanding | $ 0.081 | $ 0.030 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 03, 2019 | Jun. 27, 2020 | Jun. 26, 2020 | Mar. 31, 2018 | Dec. 31, 2019 | Jun. 30, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||
Lease term, per month (in Dollars) (in Dollars) | $ 53.10 | ||||||
Description of related party transactions | The lease is for a year-to-year term. During the year ended December 31, 2020 and the year ended December 31, 2019, the Company incurred no material rent expenses. | ||||||
Promissory note (in Dollars) (in Dollars) | $ 6,367,612 | $ 5,616,601 | |||||
Total purchase price (in Dollars) | $ 1,074,950 | ||||||
Meso Numismatics Inc. [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Repurchase of shares | 1,000,000 | ||||||
Preferred Stock [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Total purchase price (in Dollars) | $ 160,000 | ||||||
CEO [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Converted shares | 18,500 | ||||||
Share issuance of Series BB preferred | 25,000 | ||||||
Granted shares | 250,999 | ||||||
Promissory note (in Dollars) (in Dollars) | $ 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] | |||||||
Remaining shares | 6,500 | ||||||
Promissory note (in Dollars) (in Dollars) | $ 7,800 | ||||||
Series BB Preferred Stock [Member] | Business Combination [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Percentage of acquire | 100.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Dec. 07, 2020 | May 12, 2015 | Jun. 23, 2021 | Jun. 30, 2021 | Dec. 31, 2017 |
Commitments and Contingencies (Details) [Line Items] | |||||
Principal amount | $ 5,379,624 | ||||
Accounts payable | $ 282,500 | ||||
Tarpon Bay Partners, LLC [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Principal amount | $ 25,000 | ||||
Settlement Agreement [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Accounts payable | $ 282,500 | ||||
Sale of stock consideration in cash | $ 300,000 | ||||
Shares of common stock issued (in Shares) | 1,092,866 | ||||
Common stock amount | $ 213,109 | ||||
Litigation settlement amount | $ 513,109 | ||||
Litigation settlement, expense | $ 231,109 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation expenses | $ 200 | $ 200 | $ 400 | $ 400 | $ 800 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (2,200) | $ (1,800) |
Total property and equipment, net | 1,800 | 2,200 |
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) | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of property and equipment, net [Abstract] | |
Estimated useful life | 5 years |
Other Assets (Details)
Other Assets (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 16, 2020 | Apr. 22, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | ||||
Second post closing amendment, description | the Company entered into a Second Post Closing Amendment to the Assignment, which extended the deadline to enter into the New LOI to 150 days from the execution of the Second Amendment and option to receive Series CC Convertible Preferred Stock granted to Lans Holdings Inc. has been extended to 150 days from the execution of the Second Amendment. | |||
Prepaid expenses and other current assets, description | In addition, the Company shall pay the remaining balance equal to $100,000 to Global Stem Cells Group Inc, which shall be paid as follows: ●An amount equal to $50,000 upon the execution of the Third Amendment; | In addition, the Company shall pay an advance amount equal to $225,000 to Global Stem Cells Group Inc, which shall be paid as follows: ●An amount equal to $50,000 within 20 business days of the execution of this herein Second Amendment; ●An amount equal to $75,000 within 60 business days from the initial $50,000 payment above and; | ||
Advance payment | $ 175,000 | $ 175,000 |
Note Receivable (Details)
Note Receivable (Details) | Jun. 29, 2021USD ($) |
Receivables [Abstract] | |
Principal amount | $ 250,000 |
Bear interest pertcentage | 10.00% |