| 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 September 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 May 19, 2020, the Company issued 802,525 shares of common
stock in conversion of $3,290 convertible notes payable at conversion price of $0.0041: a loss of $3,378 was recorded. On July 15, 2020,
the Company issued 905,929 shares of common stock in conversion of $4,122 convertible notes payable at conversion price of $0.00455:
no loss was recorded. On November 30, 2020, the Company issued 791,104 shares of common stock in conversion of $4,747 convertible notes
payable at conversion price of $0.0070: a loss of $2,034 was recorded. On December 7, 2020, the parties agreed to terminate the convertible
promissory notes and accrued but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common
stock. As of September 30, 2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0. On
November 25, 2019, Meso Numismatics, Inc. pursuant to the certificate of designation of the Series BB Preferred Stock, elected to exchange the
preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the
Exchange Agreement, the shareholder shall have the option, within 30 days of such mailing date and subject to the execution of this
Agreement to receive the Indebtedness in the form of a convertible note. Should the shareholder not give the Meso Numismatics, Inc.
notice the Indebtedness shall automatically be issued in the form of a promissory note. The convertible note agreements bear no
interest and have a four (4) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There
are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the
investors’ sole discretion, into shares of common stock at conversion price equal to the lowest bid price of the
Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the three prior trading days including
the day upon which a Notice of Conversion is received by the Company. As of December 31, 2019, 81,043 Preferred Series BB shares
were exchange for an aggregate of $97,252 convertible notes. During the periods ending September 30, 2021 and December 31, 2020, the
Company made $0.00 and $25,000, respectively of payments on the outstanding convertible notes. As of September 30, 2021 and December
31, 2020, the convertible promissory notes had an outstanding balance of $72,252. On
November 27, 2019, Meso Numismatics, Inc. entered into an Assignment and Assumption Agreement with Lans Holdings Inc., whereby Lans Holdings
Inc. assigned all of its rights to, obligations and interest in a Binding Letter of Intent entered into on May 23, 2019 with Global Stem
Cells Group Inc. and Benito Nova, setting forth the principal terms pursuant to which the Company will acquire 50,000,000 shares of common
stock of Global Stem Cells Group Inc. to Meso Numismatics, Inc. for assumption of certain Convertible Redeemable Notes issued by Lans
holdings Inc. to lenders. pursuant to a securities purchase agreement. Pursuant
to the Assignment and Assumption Agreement and subject to any pre-existing defaults under the Notes, Meso Numismatics, Inc. reissued
the below Notes to a lender upon the following terms:
Original Date of Note Note Date Maturity Date Principal Interest Rate
12/12/2016 11/27/2019 11/27/2020 $ 239,196.00 10%
12/15/2016 11/27/2019 11/27/2020 291,930.00 12%
5/16/2019 11/27/2019 11/27/2020 83,000.00 15%
6/28/2019 11/27/2019 11/27/2020 191,000.00 15%
7/15/2019 11/27/2019 11/27/2020 84,500.00 15%
8/2/2019 11/27/2019 11/27/2020 98,000.00 15%
9/17/2019 11/27/2019 11/27/2020 92,000.00 15%
$ 1,079,626.00 During
the period ended March 31, 2020 and December 31, 2019, the lender converted $4,676 of principal into common stock resulting into a balance
of $1,074,950. On December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued but unpaid interest
in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30, 2021 and December 31,
2020, the convertible promissory notes had an outstanding balance of $0. From
January 28, 2020 to March 30, 2020, the Company entered into an aggregate of $58,410 of Convertible Debentures with a lender which bear
interest of eight (8%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to
maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the
lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $52,600,
net of discount and attorney fees, in the amount of $5,810 to the Company. On December 7, 2020, the parties agreed to terminate the convertible
promissory notes and accrued but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common
stock. As of September 30, 2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0. From
April 30, 2020 to June 24, 2020, the Company entered into an aggregate of $109,020 of Convertible Debentures with a lender which bear
interest at eight (8%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to
maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the
lenders’ sole discretion, into shares of common stock at variable conversion prices. The lender had advanced a total of $93,300,
net of discount in the amount of $15,720 to the Company. On December 7, 2020, the parties agreed to terminate the convertible promissory
notes and accrued but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As
of September 30, 2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0. 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 December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued
but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30,
2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0. 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 December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued
but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30,
2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0. 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 December 7, 2020, the parties agreed to terminate the convertible promissory notes and accrued
but unpaid interest in favor of new secured promissory notes and warrants to purchase shares of our common stock. As of September 30,
2021 and December 31, 2020, the convertible promissory notes had an outstanding balance of $0. 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 September 30, 2021 and December 31, 2020 is as follows:
September 30, December 31,
2021 2020
Convertible notes payable $ 220,499 $ 220,499
Less: Discount 43,167 57,752
Convertible notes payable, net $ 177,332 $ 162,747 During
the periods ending September 30, 2021 and December 31, 2020 the Company received $0.00 and $526,900, respectively, from funding on new
convertible notes. During
the periods ending September 30, 2021 and December 31, 2020, the Company incurred $0.00 and $9,663 losses on the conversion of convertible
notes, respectively. In connection with the convertible notes, the Company recorded $11,040 and $293,568, respectively of interest expense
and $14,585 and $1,842,103, respectively of debt discount amortization expense. As of September 30, 2021 and December 31, 2020, the Company
had approximately $339,916 and $328,876, respectively of accrued interest. During
the periods ending September 30, 2021 and December 31, 2020, the Company made $0.00 and $25,000, respectively of payments on the outstanding
convertible notes, 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 September 30, 2021 and December 31, 2020,
the principal balance of outstanding convertible notes payable was $220,499. Promissory
Notes Payable On
November 25, 2019, Meso Numismatics, Inc. pursuant to the certificate of designation of the Series BB, Preferred Stock
elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the
Company’s mailing of the Exchange Agreement, the shareholder shall have the option, within 30 days of such mailing date and
subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. Should the shareholder not
give the Meso Numismatics, Inc. notice the Indebtedness shall automatically be issued in the form of a promissory note. The
promissory note agreements bear no interest and have a four (4) year maturity date. The notes may be repaid in whole or in part at
any time prior to maturity. As of December 31, 2019, 276,723 Preferred Series BB shares were exchange for an aggregate of $332,068
promissory notes. 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 $237,811 at March 31, 2021 as a discount. On
June 22, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve
(12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise
prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total
of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants
issued with debt at approximately $5,465,726 at June 30, 2021 as a discount. The
balance of the promissory as of September 30, 2021 and December 31, 2020 is as follows:
September 30, December 31,
2021 2020
Promissory notes payable $ 18,911,071 $ 5,911,692
Less: Discount 6,712,875 295,091
Promissory notes payable, net $ 12,198,196 $ 5,616,601 During
the periods ending September 30, 2021 and December 31, 2020, the Company made no payments on the outstanding promissory notes, and recorded
$1,124,101 and $61,561, respectively of interest expense and $500,338 and $3,676, respectively of debt discount amortization expense.
As of September 30, 2021 and December 31, 2020, the Company had approximately $1,173,759 and $61,561, respectively of accrued interest.
As of September 30, 2021 and December 31, 2020, the principal balance of outstanding promissory notes payable was $18,911,071 and $5,911,692,
respectively. On
August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. were
acquired the Company acquired the 2018 Jaguar F-Pace which was purchased on January 8, 2019 and assumed the related auto loan, with
an original loan amount of $30,000 at 10% interest for 48 months and monthly payments of $504.94. As of September 30, 2021 and
December 31, 2020, the principal balance of the outstanding auto loan was $7,179 and $0, respectively. Derivatives
Liabilities The
Company determined that the convertible notes outstanding as of December 31, 2020 contained an embedded derivative instrument as the
conversion price was based on a variable that was not an input to the fair value of a “fixed-for-fixed” option as defined
under FASB ASC Topic No. 815 – 40. The
Company determined the fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation
model with the following assumptions: 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 September 30, 2021 and December 31, 2020 is as follows:
Balance at December 31, 2019 $ 4,730,990
Additions 532,401
Fair value loss 1,233,277
Conversions (6,496,668 )
Balance at December 31, 2020 -
Additions -
Fair value loss -
Conversions -
Balance at September 30, 2021 $ - |
