Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | Meso Numismatics, Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001760026 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | NV |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets | ||||
Cash and cash equivalents | $ 1,143,941 | $ 1,645,185 | [1] | $ 2,978,525 |
Accounts receivable | 35,011 | 49,766 | [1] | 17,256 |
Prepaid expenses | 10,750 | [1] | 24,245 | |
Total current assets | 1,189,702 | 1,694,951 | [1] | 3,020,027 |
Property and equipment, net | 147,848 | 186,269 | [1] | 22,909 |
Other assets | 5,568 | 5,568 | [1] | 5,568 |
Intangible assets, net | 280,929 | 354,084 | [1] | 451,624 |
Right of use asset, net | 10,753 | 33,963 | [1] | |
Goodwill | 1,679,978 | 5,805,438 | [1] | 5,805,438 |
Total assets | 3,314,778 | 8,080,273 | [1] | 9,305,566 |
Current liabilities | ||||
Accounts payable and accrued liabilities | 367,108 | 245,463 | [1] | 181,442 |
Liabilities held for sale | 69,314 | |||
Accrued interest | 7,080,622 | 4,657,530 | [1] | 2,129,395 |
Customer advances | 1,500 | 10,450 | [1] | 18,215 |
Stock payable | 20,000 | |||
Derivative liability | 3,055 | 6,944 | [1] | 20,442 |
Lease liability, current portion | 10,753 | 32,568 | [1] | |
Notes payable, net | 16,970,457 | 7,046,666 | [1] | 1,527,711 |
Total current liabilities | 24,433,495 | 11,999,621 | [1] | 4,218,055 |
Long term liabilities | ||||
Lease liability, net of current portion | 1,395 | [1] | ||
Convertible notes payable, net of discount | 32,785 | 37,419 | [1] | 33,982 |
Notes payable, net of discount | 380,619 | 8,016,330 | [1] | 11,802,736 |
Total liabilities | 24,854,699 | 20,062,565 | [1] | 16,062,573 |
Stockholders' deficit | ||||
Common stock, value | 12,444 | 12,444 | [1] | 12,086 |
Additional paid in capital | 40,180,669 | 40,180,669 | [1] | 39,899,491 |
Accumulated deficit | (61,734,094) | (52,176,465) | [1] | (46,669,643) |
Total stockholders' deficit | (21,539,921) | (11,982,292) | [1] | (6,757,007) |
Total liabilities and stockholders' deficit | 3,314,778 | 8,080,273 | [1] | 9,305,566 |
Series AA Preferred Stock | ||||
Stockholders' deficit | ||||
Preferred stock value | 1,050 | 1,050 | [1] | 1,050 |
Series DD Preferred Stock | ||||
Stockholders' deficit | ||||
Preferred stock value | 10 | 10 | [1] | 10 |
Related Party | ||||
Current liabilities | ||||
Stock payable-related party | 251,536 | |||
Long term liabilities | ||||
Notes payable – related parties | $ 7,800 | $ 7,800 | [1] | $ 7,800 |
[1]Derived from audited information |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | [1] | Dec. 31, 2021 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 6,500,000,000 | 6,500,000,000 | 6,500,000,000 | |
Common stock, shares issued | 14,046,252 | 14,046,252 | 13,687,439 | |
Common stock, shares outstanding | 12,443,938 | 12,443,938 | 12,085,125 | |
Series AA Preferred Stock | ||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 1,050,000 | 1,050,000 | 1,050,000 | |
Preferred stock, shares issued | 1,050,000 | 1,050,000 | 1,050,000 | |
Preferred stock, shares outstanding | 1,050,000 | 1,050,000 | 1,050,000 | |
Series DD Preferred Stock | ||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 10,000 | 10,000 | 10,000 | |
Preferred stock, shares issued | 9,870 | 9,870 | 9,422 | |
Preferred stock, shares outstanding | 9,870 | 9,870 | 9,422 | |
[1]Derived from audited information |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Revenue | $ 646,828 | $ 367,697 | $ 1,794,385 | $ 963,967 | $ 1,530,223 | $ 437,887 |
Cost of revenue | 196,535 | 102,779 | 553,467 | 445,814 | 653,256 | 287,750 |
Gross profit | 450,294 | 264,919 | 1,240,919 | 518,153 | 876,967 | 150,137 |
Operating expenses | ||||||
Advertising and marketing | 93,227 | 80,892 | 349,675 | 216,389 | 317,796 | 133,451 |
Professional fees | 161,628 | 143,117 | 626,411 | 735,186 | 886,651 | 966,974 |
Officer compensation | 22,500 | 22,500 | 67,500 | 67,500 | 90,000 | 563,072 |
Depreciation and amortization expense | 98,667 | 39,682 | 213,170 | 101,584 | 152,739 | 40,058 |
Investor relations | 2,250 | 32,749 | 6,750 | 127,633 | 190,382 | 100,496 |
General and administrative-related party | 8,116,269 | |||||
General and administrative | 147,084 | 107,638 | 557,527 | 339,532 | 424,258 | 149,374 |
Total operating expenses | 525,356 | 426,578 | 1,821,033 | 1,587,824 | 2,061,826 | 10,069,694 |
Other income (expense) | ||||||
Interest expense | (1,657,600) | (1,183,166) | (4,858,406) | (3,454,874) | (4,403,774) | (2,724,351) |
Gain on derivative financial instruments | 964 | 876 | 3,889 | 10,482 | 13,498 | 3,744 |
Settlement of lawsuit | (231,109) | |||||
Gain on settlement of debt | 2,463 | |||||
Impairment of goodwill | (4,125,460) | (4,125,460) | ||||
Loss from continuing operations | (5,857,159) | (1,343,949) | (9,557,629) | (4,514,062) | (5,575,135) | (12,871,273) |
Discontinued operations: | ||||||
Gain on sale of discontinued operations | (434) | (350) | 68,313 | (13,207) | ||
Loss from discontinued operations | (434) | (350) | 68,313 | (13,207) | ||
Net loss | $ (5,857,159) | $ (1,344,383) | $ (9,557,629) | $ (4,514,412) | $ (5,506,822) | $ (12,884,480) |
Basic and diluted earnings (loss) per share from: | ||||||
Continuing operations - Basic (in Dollars per share) | $ (0.47) | $ (0.11) | $ (0.77) | $ (0.37) | $ (0.46) | $ (1.12) |
Discontinued operations - Basic (in Dollars per share) | 0.01 | |||||
Net loss per common share, basic (in Dollars per share) | $ (0.47) | $ (0.11) | $ (0.77) | $ (0.37) | $ (0.45) | $ (1.12) |
Weighted average number of common shares outstanding, basic (in Shares) | 12,443,938 | 12,032,466 | 12,443,938 | 12,187,004 | 12,219,502 | 11,482,399 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Continuing operations -Diluted | $ (0.47) | $ (0.11) | $ (0.77) | $ (0.37) | $ (0.46) | $ (1.12) |
Discontinued operations -Diluted | 0.01 | |||||
Net loss per common share, diluted | $ (0.47) | $ (0.11) | $ (0.77) | $ (0.37) | $ (0.45) | $ (1.12) |
Weighted average number of common shares outstanding, diluted (in Shares) | 12,443,938 | 12,032,466 | 12,443,938 | 12,187,004 | 12,219,502 | 11,482,399 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Deficit (Unaudited) - USD ($) | Previously Reported Series AA Preferred Stock | Previously Reported Series DD Preferred Stock | Previously Reported Common Stock | Previously Reported Additional Paid In Capital | Previously Reported Accumulated Deficit | Previously Reported | Series AA Preferred Stock | Series DD Preferred Stock | Series CC Preferred Stock | Series BB Preferred Stock | Common Stock | Additional Paid In Capital | Accumulated Deficit | Total | |
Balance at Dec. 31, 2020 | $ 50 | $ 83,731 | $ 279 | $ 10,870 | $ 27,364,393 | $ (33,785,163) | $ (6,409,571) | ||||||||
Balance (in Shares) at Dec. 31, 2020 | 50,000 | 1,000 | 279,146 | 10,869,596 | |||||||||||
Settlement of lawsuit | $ 1,093 | 212,016 | 213,109 | ||||||||||||
Settlement of lawsuit (in Shares) | 1,092,866 | ||||||||||||||
Issuance of common stock for services | $ 123 | 29,877 | 30,000 | ||||||||||||
Issuance of common stock for services (in Shares) | 122,663 | ||||||||||||||
Issuance of preferred series DD for services-related party | $ 1 | 251,535 | 251,536 | ||||||||||||
Issuance of preferred series DD for services-related party (in Shares) | 448 | ||||||||||||||
Cancellation of preferred series BB | $ (279) | 279 | |||||||||||||
Cancellation of preferred series BB (in Shares) | (279,146) | ||||||||||||||
Cancellation of preferred series CC-related party | $ (83,731) | ||||||||||||||
Cancellation of preferred series CC-related party (in Shares) | (1,000) | ||||||||||||||
Issuance of preferred series AA for acquisition of Global Stem Cell Group, Inc. | $ 1,000 | 962,866 | 963,866 | ||||||||||||
Issuance of preferred series AA for acquisition of Global Stem Cell Group, Inc. (in Shares) | 1,000,000 | ||||||||||||||
Issuance of preferred series DD for acquisition of Global Stem Cell Group, Inc. | $ 9 | 5,038,567 | 5,038,576 | ||||||||||||
Issuance of preferred series DD for acquisition of Global Stem Cell Group, Inc. (in Shares) | 8,974 | ||||||||||||||
Imputed interest on debt | (24,186) | (24,186) | |||||||||||||
Fair value of warrants | 6,064,144 | 6,064,144 | |||||||||||||
Net income (Loss) | (12,884,480) | (12,884,480) | |||||||||||||
Balance at Dec. 31, 2021 | $ 1,050 | $ 10 | $ 12,086 | $ 39,899,491 | $ (46,669,644) | $ (6,757,007) | $ 1,050 | $ 10 | $ 12,086 | 39,899,491 | (46,669,643) | (6,757,007) | |||
Balance (in Shares) at Dec. 31, 2021 | 1,050,000 | 9,422 | 12,085,125 | 1,050,000 | 9,422 | 12,085,125 | |||||||||
Issuance of common stock for services | $ 165 | 19,835 | 20,000 | ||||||||||||
Issuance of common stock for services (in Shares) | 165,763 | ||||||||||||||
Issuance of preferred series DD for services-related party | 251,536 | 251,536 | |||||||||||||
Issuance of preferred series DD for services-related party (in Shares) | 448 | ||||||||||||||
Net income (Loss) | (4,514,412) | (4,514,412) | |||||||||||||
Balance at Jun. 30, 2022 | $ 1,050 | $ 10 | $ 12,251 | 40,170,862 | (51,184,056) | (10,999,883) | $ 1,050 | $ 10 | $ 12,251 | 40,170,862 | (49,839,673) | (9,655,499) | |||
Balance (in Shares) at Jun. 30, 2022 | 1,050,000 | 9,870 | 12,250,888 | 1,050,000 | 9,870 | 12,250,888 | |||||||||
Balance at Dec. 31, 2021 | $ 1,050 | $ 10 | $ 12,086 | 39,899,491 | (46,669,644) | (6,757,007) | $ 1,050 | $ 10 | $ 12,086 | 39,899,491 | (46,669,643) | (6,757,007) | |||
Balance (in Shares) at Dec. 31, 2021 | 1,050,000 | 9,422 | 12,085,125 | 1,050,000 | 9,422 | 12,085,125 | |||||||||
Net income (Loss) | (4,514,412) | ||||||||||||||
Balance at Sep. 30, 2022 | $ 1,050 | $ 10 | $ 12,251 | 40,170,862 | (51,184,056) | (10,999,883) | |||||||||
Balance (in Shares) at Sep. 30, 2022 | 1,050,000 | 9,870 | 12,250,888 | ||||||||||||
Balance at Dec. 31, 2021 | $ 1,050 | $ 10 | $ 12,086 | 39,899,491 | (46,669,644) | (6,757,007) | $ 1,050 | $ 10 | $ 12,086 | 39,899,491 | (46,669,643) | (6,757,007) | |||
Balance (in Shares) at Dec. 31, 2021 | 1,050,000 | 9,422 | 12,085,125 | 1,050,000 | 9,422 | 12,085,125 | |||||||||
Issuance of common stock for services | $ 358 | 29,642 | 30,000 | ||||||||||||
Issuance of common stock for services (in Shares) | 358,813 | ||||||||||||||
Issuance of preferred series DD for services-related party | 251,536 | 251,536 | |||||||||||||
Issuance of preferred series DD for services-related party (in Shares) | 448 | ||||||||||||||
Net income (Loss) | (5,506,822) | (5,506,822) | |||||||||||||
Balance at Dec. 31, 2022 | $ 1,050 | $ 10 | $ 12,444 | 40,180,669 | (52,176,465) | (11,982,292) | [1] | ||||||||
Balance (in Shares) at Dec. 31, 2022 | 1,050,000 | 9,870 | 12,443,938 | ||||||||||||
Balance at Jun. 30, 2022 | $ 1,050 | $ 10 | $ 12,251 | 40,170,862 | (51,184,056) | (10,999,883) | $ 1,050 | $ 10 | $ 12,251 | 40,170,862 | (49,839,673) | (9,655,499) | |||
Balance (in Shares) at Jun. 30, 2022 | 1,050,000 | 9,870 | 12,250,888 | 1,050,000 | 9,870 | 12,250,888 | |||||||||
Net income (Loss) | (1,344,383) | (1,344,383) | |||||||||||||
Balance at Sep. 30, 2022 | $ 1,050 | $ 10 | $ 12,251 | 40,170,862 | (51,184,056) | (10,999,883) | |||||||||
Balance (in Shares) at Sep. 30, 2022 | 1,050,000 | 9,870 | 12,250,888 | ||||||||||||
Balance at Dec. 31, 2022 | $ 1,050 | $ 10 | $ 12,444 | 40,180,669 | (52,176,465) | (11,982,292) | [1] | ||||||||
Balance (in Shares) at Dec. 31, 2022 | 1,050,000 | 9,870 | 12,443,938 | ||||||||||||
Net income (Loss) | (9,557,629) | (9,557,629) | |||||||||||||
Balance at Jun. 30, 2023 | $ 1,050 | $ 10 | $ 12,444 | 40,180,669 | (61,734,094) | (21,539,921) | $ 1,050 | $ 10 | $ 12,444 | 40,180,669 | (55,876,935) | (15,682,762) | |||
Balance (in Shares) at Jun. 30, 2023 | 1,050,000 | 9,870 | 12,443,938 | 1,050,000 | 9,870 | 12,443,938 | |||||||||
Balance at Dec. 31, 2022 | $ 1,050 | $ 10 | $ 12,444 | 40,180,669 | (52,176,465) | (11,982,292) | [1] | ||||||||
Balance (in Shares) at Dec. 31, 2022 | 1,050,000 | 9,870 | 12,443,938 | ||||||||||||
Net income (Loss) | (9,557,629) | ||||||||||||||
Balance at Sep. 30, 2023 | $ 1,050 | $ 10 | $ 12,444 | 40,180,669 | (61,734,094) | (21,539,921) | |||||||||
Balance (in Shares) at Sep. 30, 2023 | 1,050,000 | 9,870 | 12,443,938 | ||||||||||||
Balance at Jun. 30, 2023 | $ 1,050 | $ 10 | $ 12,444 | $ 40,180,669 | $ (61,734,094) | $ (21,539,921) | $ 1,050 | $ 10 | $ 12,444 | 40,180,669 | (55,876,935) | (15,682,762) | |||
Balance (in Shares) at Jun. 30, 2023 | 1,050,000 | 9,870 | 12,443,938 | 1,050,000 | 9,870 | 12,443,938 | |||||||||
Net income (Loss) | (5,857,159) | (5,857,159) | |||||||||||||
Balance at Sep. 30, 2023 | $ 1,050 | $ 10 | $ 12,444 | $ 40,180,669 | $ (61,734,094) | $ (21,539,921) | |||||||||
Balance (in Shares) at Sep. 30, 2023 | 1,050,000 | 9,870 | 12,443,938 | ||||||||||||
[1]Derived from audited information |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss from continuing operations | $ (9,557,029) | $ (4,514,062) | $ (5,575,135) | $ (12,871,273) |
Non-cash adjustments to reconcile net loss to net cash: | ||||
Amortization of debt discount | 2,295,758 | 1,319,796 | 1,756,764 | 893,959 |
Depreciation and amortization expense | 213,170 | 101,584 | 152,739 | 40,858 |
Gain from changes in derivative liability fair values | (3,889) | (10,482) | (13,498) | (3,744) |
Common shares issued for services | 10,000 | 30,000 | ||
Common shares issued for settlement of lawsuit | 213,109 | |||
Preferred shares issued for services | 251,536 | |||
Imputed interest on debt | 34,237 | |||
Gain from settlement of debt | (2,463) | |||
Impairment of goodwill | 4,125,460 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 14,755 | (69,007) | (32,510) | (3,250) |
Prepaid expenses | (10,750) | 2,714 | (24,245) | |
Other assets | (5,568) | |||
Accounts payable and accrued liabilities | 2,535,788 | 2,104,501 | 2,517,791 | 1,307,388 |
Stock payable | 271,536 | |||
Cash used for operating activities-continuing operations | (389,800) | (1,064,956) | (1,183,849) | (9,865,457) |
Depreciation on discontinued operations | 600 | 1,400 | ||
Gain on discontinued operations | (350) | 68,313 | (13,207) | |
Cash provided for operating activities-discontinued operations | 250 | 69,713 | (13,207) | |
CASH USED BY OPERATING ACTIVITIES | (389,800) | (1,064,706) | (1,114,136) | (9,878,664) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Cash acquired in business combination | 666,467 | |||
Purchase of property and equipment | (101,594) | (129,901) | (198,428) | |
CASH USED BY INVESTING ACTIVITIES | (101,594) | (129,901) | (198,428) | 666,467 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of debt | 12,400,000 | |||
Loan to non-affiliate | (250,000) | |||
Principal payment on debt | (9,850) | (14,282) | (20,776) | (1,812) |
CASH USED BY FINANCING ACTIVITIES | (9,850) | (14,282) | (20,776) | 12,148,188 |
Net decrease in cash | (501,244) | (1,208,889) | (1,333,340) | 2,935,991 |
Cash, beginning of period | 1,645,185 | 2,978,525 | 2,978,525 | 42,534 |
Cash, end of period | 1,143,941 | 1,769,636 | 1,645,185 | 2,978,525 |
Cash paid for income taxes | ||||
Cash paid for interest | 265 | 283 | 208 | |
NON-CASH FINANCING ACTIVITIES: | ||||
Stock issued through stock payable | 271,536 | |||
Right of use asset financed through payable | 62,903 | |||
Warrants discount issued on debt | 5,703,537 | |||
Cancellation of preferred series BB | 279 | |||
Cancellation of preferred series CC | 83,731 | |||
Issuance of preferred series AA for acquisition | 963,866 | |||
Issuance of preferred series DD | 251,536 | 5,038,576 | ||
Discount issued on convertible debt | $ 1,200,000 | |||
Issuance of common shares for services | $ 20,000 |
Organization and Description of
Organization and Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization and Description of Business [Abstract] | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Organization and History Meso Numismatics, Inc. (the “Company”) was originally organized under the laws of Washington State in 1999, as Spectrum Ventures, LLC to develop market and sell VOIP (Voice over Internet Protocol) services. In 2002, the Company changed its name to Nxtech Wireless Cable Systems, Inc. In August 2007, the Company changed its name to Oriens Travel & Hotel Management Corp. In November 2014, the Company changed its name to Pure Hospitality Solutions, Inc. On November 16, 2016, the Company entered into an Agreement and Plan of Merger between the Company and Meso Numismatics Corp. (“Meso”). The acquisition of Meso is to support the Company’s overall mission of specializing in ventures related to Central America and the Latin countries of the Caribbean; not limited to tourism. Meso is a small but scalable numismatics operation that the Company can leverage for low-cost cost revenues and product marketing. Meso Numismatics, Inc. maintains an online store with eBay (www.mesocoins.com) and participates in live auctions with major companies such as Heritage Auctions, Stacks Bowers Auctions and Lyn Knight Auctions. The acquisition was complete on August 4, 2017 following the Company issuance of 25,000 shares of Series BB preferred stock to Meso to acquire one hundred (100%) percent of Meso’s common stock. The Company accounted for the acquisition as common control, as Melvin Pereira, the CEO and principal shareholder of the Company controlled, operated and owned both companies. On November 16, 2016, the date of the Merger Agreement and June 30, 2017, the date of the Debt Settlement Agreement, Melvin Pereira, CEO of Pure Hospitality Solutions, owned 100% of the stock of Meso Numismatics, Inc. Pure Hospitality Solutions, Inc. and Meso Numismatics, Inc. first came under common control on June 30, 2017. On September 4, 2017, the Company decided to suspend its booking operations, Oveedia, to focus on continuing to build its numismatic business, Meso Numismatics. Inc. The Company did, however, use its footprint within the Latin American region to expand Meso Numismatics, Inc. at a much quicker rate. In September 2018, the Company changed its name to Meso Numismatics, Inc. and FINRA provided a market effective date and on September 26, 2018, the new ticker symbol MSSV became effective on October 16, 2018. On July 2, 2018, the Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The prior year financials have been changed to reflect the 1-for-1,000 reverse stock split. On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021). Pursuant to the terms of the Fifth Post Closing Amendment along with the completion of the acquisition of Global Stem Cells Group Inc., the issuance of the 1,000 shares of the Company’s Series CC Convertible Preferred Stock to Lans Holdings Inc. was terminated and replaced with a cash payment as consideration. The Company paid Lans Holdings Inc., by delivery in escrow, an amount equal to USD $8,200,000, which Cash Payment was used by Lans Holdings Inc. for the repurchase of all of its shares of common stock from its common shareholders. On November 3, 2021, the Company paid $8,200,000 in cash to an escrow account set up by Lans Holdings Inc. On October 28, 2022, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with our prior officer and director, Mr. Melvin Pereira, pursuant to which we agreed to sell Mr. Pereira 100% of our interest in Meso Numismatics Corp., a Florida corporation. In exchange, Mr. Pereira has agreed to assume all of the liabilities of Meso Numismatics, provide whatever financial and other materials needed by us to prepare and complete our financial statements for reporting purposes, and to not disparage our company. The Company reclassified $68,313 of liabilities outstanding resulting in a gain on discontinued operations at December 31, 2022. Description of Business As a result of this transaction, the Company is longer engaged in the sale of coins, paper currency, bullion and medals and it has moved into what is believed to be a more lucrative opportunity for the Company - the operations of Global Stem Cell Group. The Company believes stem cell therapy is becoming an increasingly effective clinical solution for treating conditions that traditional or conventional medicine only offers within palliative care and pain management. The Company works with doctors and their staff to provide products, solutions, equipment, services, and training to help them be successful in the application of Stem Cell Therapies. The Company combines solutions from extensive clinical research with the manufacturing and commercialization of viable cell therapy and immune support related products that it believes will change the course of traditional medicine around the world forever. The Company’s revenue comes directly from the training and the seminars, from the resale of these kits, products, and equipment, services, and from the reoccurring application of the Company’s process using the kits and solutions it provides. | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Nature of Business Meso Numismatics, Inc. (the “Company”) was originally organized under the laws of Washington State in 1999, as Spectrum Ventures, LLC to develop market and sell VOIP (Voice over Internet Protocol) services. In 2002, the Company changed its name to Nxtech Wireless Cable Systems, Inc. In August 2007, the Company changed its name to Oriens Travel & Hotel Management Corp. In November 2014, the Company changed its name to Pure Hospitality Solutions, Inc. On November 16, 2016, the Company entered into an Agreement and Plan of Merger between the Company and Meso Numismatics Corp. (“Meso”). The acquisition of Meso is to support the Company’s overall mission of specializing in ventures related to Central America and the Latin countries of the Caribbean; not limited to tourism. Meso is a small but scalable numismatics operation that the Company can leverage for low cost revenues and product marketing. Meso Numismatics, Inc. maintains an online store with eBay (www.mesocoins.com) and participates in live auctions with major companies such as Heritage Auctions, Stacks Bowers Auctions and Lyn Knight Auctions. The acquisition was complete on August 4, 2017 following the Company issuance of 25,000 shares of Series BB preferred stock to Meso to acquire one hundred (100%) percent of Meso’s common stock. The Company accounted for the acquisition as common control, as Melvin Pereira, the CEO and principal shareholder of the Company controlled, operated and owned both companies. On November 16, 2016, the date of the Merger Agreement and June 30, 2017, the date of the Debt Settlement Agreement, Melvin Pereira, CEO of Pure Hospitality Solutions, owned 100% of the stock of Meso Numismatics, Inc. Pure Hospitality Solutions, Inc. and Meso Numismatics, Inc. first came under common control on June 30, 2017. On September 4, 2017, the Company decided to suspend its booking operations, Oveedia, to focus on continuing to build its numismatic business, Meso Numismatics. Inc. The Company did, however, use its footprint within the Latin American region to expand Meso Numismatics, Inc. at a much quicker rate. In September 2018, the Company changed its name to Meso Numismatics, Inc. and FINRA provided a market effective date and on September 26, 2018, the new ticker symbol MSSV became effective on October 16, 2018. On July 2, 2018, the Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The prior year financials have been changed to reflect the 1-for-1,000 reverse stock split. On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021). Pursuant to the terms of the Fifth Post Closing Amendment along with the completion of the acquisition of Global Stem Cells Group Inc., the issuance of the 1,000 shares of the Company’s Series CC Convertible Preferred Stock to Lans Holdings Inc. was terminated and replaced with a cash payment as consideration. The Company paid Lans Holdings Inc., by delivery in escrow, an amount equal to USD $8,200,000, which Cash Payment was used by Lans Holdings Inc. for the repurchase of all of its shares of common stock from its common shareholders. The company paid on November 3, 2021 the USD $8,200,000 in cash to an escrow account set up by Lans Holdings Inc.. The $8.2 million was expensed in the income statement as General and Administrative Expense – Related Party for the year ending December 31, 2021. On October 28, 2022, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with our prior officer and director, Mr. Melvin Pereira, pursuant to which we agreed to sell Mr. Pereira 100% of our interest in Meso Numismatics Corp., a Florida corporation. In exchange, Mr. Pereira has agreed to assume all of the liabilities of Meso Numismatics, provide whatever financial and other materials needed by us to prepare and complete our financial statements for reporting purposes, and to not disparage our company. The Company reclassified $66,255 of liabilities outstanding resulting in a gain on discontinued operations at December 31, 2022. As a result of this transaction, we are no longer engaged in the sale of coins, paper currency, bullion and medals and we have moved into what we believe is a more lucrative opportunity for our company, the operations of Global Stem Cell Group. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Global Stem Cells Group Inc. (since August 18, 2021) and Cellular Hope Institute, wholly-owned subsidiary of Global Stem Cells Group Inc. These condensed consolidated financial statements have been prepared and, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the consolidated financial position and the consolidated statements of income and consolidated cash flows for the periods presented in conformity with generally accepted accounting principles for interim consolidated financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X, Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. Operating results for the nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2022, filed on April 14, 2023, which can be found at www.sec.gov. All significant intercompany transactions have been eliminated in consolidation. Use of Estimates in Financial Statement Presentation The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates included in these financial statements are associated with accounting for the goodwill, derivative liability, valuation of preferred stock, and for the valuation of assets and liabilities in business combination. Reclassifications Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. No change in net loss resulted from these reclassifications. Cash and Cash Equivalents The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At September 30, 2023 and December 31, 2022, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of September 30, 2023 and December 31, 2022. Our cash balances at financial institutions may exceed the Federal Deposit Insurance Company’s (FDIC) insured limit of $250,000 from time to time. Accounts Receivable Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $0 and $0 as of September 30, 2023 and December 31, 2022, respectively. Intangible Assets Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment was recognized for the nine months ended September 30, 2023 and the year ended December 31, 2022. Lease Accounting The Company leases office space and clinical space under a lease arrangement. These properties are generally leased under non-cancelable agreements that contain lease terms in excess of twelve months on the date of entry as well as renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for base minimum rental payment, as well non-lease components including insurance, taxes, maintenance, and other common area costs. At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of twelve months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using the rate implicit in the contract if available or an estimate of our incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The discount rates used for the initial measurement of lease liabilities as of the date of entry were based on the original lease terms. Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the non-cancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain real estate lease agreements require payments for non-lease costs such as utilities and common area maintenance. The Company has elected an accounting policy to not separate implicit components of the contract that may be considered non-lease related. Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. The lease payments are allocated between a reduction of the lease liability and interest expense. Depreciation of the right-of-use asset for operating leases reflects the use of the asset on straight-line basis over the expected term of the lease. Goodwill We test our reporting unit for impairment annually at year end or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, we record an impairment loss based on the difference between fair value and carrying amount of the reporting unit, not to exceed to the associated carrying amount of goodwill. (see Note 11 for detail of goodwill). Derivative Instruments The derivative instruments are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Monte Carlo option pricing model to value the derivative instruments. Revenue Recognition The Company recognizes revenue from the sale of products under ASC 606 by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or services are provided. Revenue is measured based on the consideration the Company receives in exchange for those products. Income Taxes The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities, given the provisions of currently enacted tax laws. The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met. Net Earnings (Losses) Per Common Share The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. The effect of common stock equivalents is anti-dilutive with respect to losses and therefore basic and dilutive is the same. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at September 30, 2023 and December 31, 2022, respectively, because their inclusion would have been anti-dilutive. September 30, December 31, 2023 2022 Convertible notes outstanding 236,822 365,463 Convertible preferred stock outstanding 39,447,283 39,447,283 Shares underlying warrants outstanding 103,500,000 103,500,000 143,184,105 143,312,746 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 September 30, 2023 and December 31, 2022, 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 September 30, 2023 and December 31, 2022, the Company does not have any assets or liabilities except for derivative liabilities related to convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of September 30, 2023 and December 31, 2022: Level 1 Level 2 Level 3 Total September 30, 2023 Derivative liability - - 3,055 3,055 Total $ - $ - $ 3,055 $ 3,055 December 31, 2022 Derivative liability - - 6,944 6,944 Total $ - $ - $ 6,944 $ 6,944 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 , 2023 and December 31, 2022, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. Stock Based Compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. New Accounting Pronouncements In March 2020, No. 2020 04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 2020 04 January 2021, 2021 01, Reference Rate Reform Scope December 2022, 2022 06, Reference Rate Reform Deferral of the Sunset Date of Topic 848 2020 04 December 31, 2024. not In June 2016, No. 2016 13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016 13 November 19, 2019, 2016 13 December 15, 2023, 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 $61,734,094 and a working capital deficit of $23,243,793 as of September 30, 2023 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company will require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Global Stem Cells Group Inc. (since August 18, 2021) and Cellular Hope Institute, wholly-owned subsidiary of Global Stem Cells Group Inc. All significant intercompany transactions have been eliminated in consolidation. Use of Estimates in Financial Statement Presentation The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates included in these financial statements are associated with accounting for the goodwill, derivative liability, valuation of preferred stock, and for the valuation of assets and liabilities in business combination. Reclassifications Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. No change in net loss resulted from these reclassifications. Cash and Cash Equivalents The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At December 31, 2022 and December 31, 2021, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of December 31, 2022 and December 31, 2021. Our cash balances at financial institutions may exceed the Federal Deposit Insurance Company’s (FDIC) insured limit of $250,000 from time to time. Accounts Receivable Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $0 and $0 as of December 31, 2022 and December 31, 2021, respectively. Intangible Assets Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment was recognized for the year ended December 31, 2022. Goodwill We test our reporting unit for impairment annually at year end or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, we record an impairment loss based on the difference between fair value and carrying amount of the reporting unit, not to exceed to the associated carrying amount of goodwill. No impairment was recognized for the year ended December 31, 2022 and 2021. Derivative Instruments The derivative instruments are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Monte Carlo option pricing model to value the derivative instruments. Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of products by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company’s main sources of revenue are comprised of the following: ● Training-GSCG offers a Stem Cell & Exosomes Certification Program where physicians attending these training sessions will take advantage of a full review of stem cell biology, characterization and regenerative properties of cells and cell products, cytokines and growth factors and how they can be applied in a clinic setting. The physicians will pay for the training sessions upfront and receives all the material and certificate upon completion of seminar. Completion of the seminar is when control is transferred and when revenue is recognized. ● Products-Physicians can order SVF Kits through GSCG which includes EC Certificate from Institute for Testing and Certificating, Inc. SVT Kits are paid for upfront and shipped from a third party directly to physicians. Transfer of control is when the product is shipped which is when revenue is recognized. ● Equipment- Physicians can order equipment through GSCG which includes a warranty from manufacture of equipment. Equipment is paid for upfront and shipped from manufacture directly to physicians. Transfer of control is when the equipment is shipped which is when revenue is recognized. ● Patient procedures are the treatments GSCG is offering at its Cancun clinic. The transfer of control is when the procedures are completed which is when revenue is recognized. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or services are provided. Revenue is measured based on the consideration the Company receives in exchange for those products. Income Taxes The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities, given the provisions of currently enacted tax laws. The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met. Net Earnings (Losses) Per Common Share The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. The effect of common stock equivalents is anti-dilutive with respect to losses and therefore basic and dilutive is the same. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at December 31, 2022 and 2021, respectively, because their inclusion would have been anti-dilutive. For the Years Ended 2022 2021 Convertible notes outstanding 365,463 75,710 Convertible preferred stock outstanding 39,447,283 37,647,060 Shares underlying warrants outstanding 103,500,000 103,500,000 143,312,746 141,222,770 Fair Value of Financial Instruments The fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments. Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. At December 31, 2022 and December 31, 2021, the carrying amounts of the Company’s financial instruments, including cash, account payables, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments. At December 31, 2022 and December 31, 2021, the Company does not have any assets or liabilities except for derivative liabilities related to convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of December 31, 2022 and December 31, 2021: Level 1 Level 2 Level 3 Total December 31, 2022 Derivative liability 6,944 6,944 Total $ - $ - $ 6,944 $ 6,944 December 31, 2021 Derivative liability 20,442 20,422 Total $ - $ - $ 20,422 $ 20,422 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 December 31 , 2022 and December 31, 2021, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. Stock Based Compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. New Accounting Pronouncements In March 2020, the FASB issued optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting and subsequently issued clarifying amendments. The guidance provides optional expedients and exceptions for accounting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. The optional guidance is effective upon issuance and can be applied on a prospective basis at any time between January 1, 2020 through December 31, 2022. In October 2021, the FASB issued amended guidance that requires acquiring entities to recognize and measure contract assets and liabilities in a business combination in accordance with existing revenue recognition guidance. The amended guidance is effective for interim and annual periods in 2023 and is to be applied prospectively. Early adoption is permitted on a retrospective basis to the beginning of the fiscal year of adoption. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements for prior acquisitions; however, the impact in future periods will be dependent upon the contract assets and contract liabilities acquired in future business combinations. In November 2021, the FASB issued new guidance to increase the transparency of transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance requires annual disclosures of such transactions to include the nature of the transactions and the significant terms and conditions, the accounting treatment and the impact to the company’s financial statements. The guidance is effective for annual periods beginning in 2022 and is to be applied on either a prospective or retrospective basis. 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 Goodwill Goodwill represents the excess of fair value over identifiable tangible and intangible net assets acquired in business combinations. Goodwill is not amortized, instead goodwill is reviewed for impairment at least annually, or on an interim basis between annual tests when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. 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 $52,176,465 and a working capital deficit of $10,304,670 as of December 31, 2022 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company will require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Revenue Recognition
Revenue Recognition | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue Recognition [Abstract] | ||
REVENUE RECOGNITION | NOTE 3 – REVENUE RECOGNITION The Company recognizes revenue from the sales of products under ASC 606 by applying the following steps: (1) Identify the contract with a customer (2) Identify the performance obligations in the contract (3) Determine the transaction price (4) Allocate the transaction price to each performance obligation in the contract (5) Recognize revenue when each performance obligation is satisfied The Company’s main source of revenue is comprised of the following: ● Training Completion of the seminar is when control is transferred and when revenue is recognized. ● Products Transfer of control is when the product is shipped, which is when revenue is recognized. ● Equipment Transfer of control is when the equipment is shipped which is when revenue is recognized. ● Patient procedures are the treatments GSCG is offering at its Cancun clinic. The transfer of control is when the procedures are completed, which is when revenue is recognized. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or as services are rendered. Revenue is measured based on the consideration the Company receives in exchange for those products. The following table presents the Company’s revenue by product category for the nine months ended September 30, 2023 and 2022: For the Nine Months Ended 2023 2022 Training $ 462,277 $ 199,672 Product supplies 981,756 552,634 Equipment 155,480 211,664 Patient procedures 194,872 - Total revenue $ 1,794,385 $ 963,967 Listed below are the revenues, cost of revenues, gross profits, assets and net loss by Company: For the Nine Months Ended September 30, 2023 Global Stem Meso Total Revenue $ 1,794,385 $ - $ 1,794,385 Cost of revenue 553,467 - 553,467 Gross profit $ 1,240,919 $ - $ 1,240,919 Gross Profit % 69.16 % 0.00 % 69.16 % Assets $ 937,265 $ 2,377,513 $ 3,314,778 Net loss $ (253,826 ) $ (9,303,803 ) $ (9,557,629 ) COVID-19 In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 resulted in a widespread health crisis that adversely affected the economies and financial markets in which we operate. Restrictions in international travel along with in person meetings limited our training of new customers along with selling them products and equipment which adversely affecting our results of operations and financial condition during 2021 and the first six months of 2022. During the fourth quarter of 2022 and into 2023 we started recovering from the COVID-19 pandemic with restrictions in international travel removed along with the opening of the Cancun facility in the second half of 2022, which provided a facility for physicians to come for training and preform patient procedures. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to collect accounts receivable and the ability of the Company to continue to provide high-quality services and equipment. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities at the date of issuance of these financial statements. These estimates may change as new events occur and additional information is obtained. | 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 material impact on the Company’s financial statements as a result of adopting Topic 606 for the years ended December 31, 2022 and December 31, 2021. The Company’s main source of revenue is comprised of the following: ● Training-GSCG offers a Stem Cell & Exosomes Certification Program where physicians attending these training sessions will take advantage of a full review of stem cell biology, characterization and regenerative properties of cells and cell products, cytokines and growth factors and how they can be applied in a clinic setting. The physicians will pay for the training sessions upfront and receives all the material and certificate upon completion of seminar. Completion of the seminar is when control is transferred and when revenue is recognized. ● Products-Physicians can order SVF Kits through GSCG which includes EC Certificate from Institute for Testing and Certificating, Inc. SVT Kits are paid for upfront and shipped from a third party directly to physicians. Transfer of control is when the product is shipped which is when revenue is recognized. ● Equipment- Physicians can order equipment through GSCG which includes a warranty from manufacture of equipment. Equipment is paid for upfront and shipped from manufacture directly to physicians. Transfer of control is when the equipment is shipped which is when revenue is recognized. ● Patient procedures are the treatments GSCG is offering at its Cancun clinic. The transfer of control is when the procedures are completed which is when revenue is recognized. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or as services are rendered. Revenue is measured based on the consideration the Company receives in exchange for those products. The following table presents the Company’s revenue by product category for the years ended December 31, 2022 and 2021: For the Years Ended 2022 2021 Training $ 279,404 $ 112,970 Product supplies 866,104 209,706 Equipment 163,460 115,211 Patient procedures 221,255 - Total revenue $ 1,530,223 $ 437,887 Listed below are the revenues, cost of revenues, gross profits, assets and net loss by Company: For the Year Ended December 31, 2022 Global Stem Meso Cells Group Numismatics Total Revenue $ 1,530,223 $ - $ 1,530,223 Cost of revenue 653,256 - 653,256 Gross profit $ 876,967 $ - $ 876,966 Gross Profit % 57.31 % 0.00 % 57.31 % Assets $ 1,012,318 $ 7,067,955 $ 8,080,273 Net loss $ (399,579 ) $ (5,107,243 ) $ (5,506,822 ) COVID-19 In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020 the World Health Organization characterized the outbreak as a “pandemic”. The significant outbreak of COVID-19 resulted in a widespread health crisis that adversely affected the economies and financial markets in which we operate. Restrictions in international travel along with in person meetings limited our training of new customers along with selling them products and equipment which adversely affecting our results of operations and financial condition during 2021 and the first six months of 2022, |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Notes Payable [Abstract] | ||
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE Convertible Notes Payable On November 25, 2019, Meso Numismatics, Inc. pursuant to the certificate of designation of the Series BB Preferred Stock, elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder had the option, within 30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. If the shareholder did not give the Meso Numismatics, Inc. notice the Indebtedness shall automatically was issued in the form of a promissory note. The convertible note agreements bear no interest and have a four (4) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the investors’ sole discretion, into shares of common stock at conversion price equal to the lowest bid price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the three prior trading days including the day upon which a Notice of Conversion is received by the Company. As of December 31, 2019, 81,043 Preferred Series BB shares were exchange for an aggregate of $97,252 convertible notes. During the periods ending September 30, 2023 and December 31, 2022, the Company made payments of $9,850 and $15,000, respectively, on the outstanding convertible notes. The balance of the convertible notes as of September 30, 2023 and December 31, 2022 is as follows: September 30, December 31, 2023 2022 Convertible notes payable $ 44,939 $ 57,252 Less: Discount (12,154 ) (19,833 ) Convertible notes payable, net $ 32,785 $ 37,419 During the periods ending September 30, 2023 and December 31, 2022, the Company incurred $7,679 and $18,437, respectively, of debt discount amortization expense and made payments of $9,850 and $15,000, respectively, on the outstanding convertible notes. As of September 30, 2023 and December 31, 2022, the Company had no accrued interest. Promissory Notes Payable During 2015, the Company entered into line of credit with Digital Arts Media Network treated as a promissory note. The promissory note bear interest at ten (10%) and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. As of September 30, 2023 and December 31, 2022, the principal balance of the outstanding loan was $130,025 and $130,025, respectively, and accrued interest of $102,325 and $92,600, respectively. On November 25, 2019, Meso Numismatics, Inc. pursuant to the certificate of designation of the Series BB, Preferred Stock elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder shall have the option, within 30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. Should the shareholder not give the Meso Numismatics, Inc. notice the Indebtedness shall automatically be issued in the form of a promissory note. The promissory note agreements bear no interest and have a four (4) year maturity date with a 20% premium to be paid upon maturity. The notes may be repaid in whole or in part at any time prior to maturity. As of December 31, 2019, 276,723 Preferred Series BB shares were exchange for an aggregate of $332,068 promissory notes. As of September 30, 2023 and December 31, 2022, the aggregate loan balances outstanding was $398,482 and $398,482, respectively, and unamortized discount of $10,062 and $16,083, respectively. On December 3, 2019, Melvin Pereira, the prior CEO, converted 18,500 shares of the 25,000 shares of Series BB preferred stock to acquire one hundred (100%) percent of Meso’s common stock into 250,999 shares of the Company’s common stock and elected to exchange the remaining 6,500 shares of Series BB preferred stock for a promissory note of $7,800, which is shown as a related party note payable on the balance sheet on September 30, 2023 and December 31, 2022. At December 7, 2020 the Company exchanged $5,379,624 of principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock with three separate lenders. The new notes have a maturity date of November 23, 2023 and an aggregate principal amount of $5,379,624 shall bear interest at a fifteen (15%) percentage compounded annual interest rate and, as an incentive; we have issued cashless warrants to purchase 15,000,000 shares of our common stock at an exercise price of $0.03 per share in connection with the restructuring. The Company recorded the fair value of the 15,000,000 warrants issued with debt at approximately $262,376 at December 31, 2020 as a discount. Lender is granted security interest and lien in all rights, title and interest in the assets and property of the as collateral. As of September 30, 2023 and December 31, 2022, the aggregate loan balances outstanding was $5,379,624 and $5,379,624, respectively, and unamortized discount of $20,427 and $81,700, respectively. On December 9, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $110,000 which bear compounded annual interest at fifteen (15%) 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. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $110,000 and $110,000, respectively, and unamortized discount of $2,009 and $8,611, respectively. 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 fifteen (15%) percent and have a one (1) year maturity date and cashless warrants to purchase 10,000,000 shares of our common stock, at exercise prices of $0.03 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $900,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 at the date of issuance as a discount. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $1,000,000 and $1,000,000, respectively, and unamortized discount of $0.00 and $0.00, respectively. This loan is currently in default. On June 22, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 at the date the warrants were issued as a discount. Lender is granted senior security interest and lien in all rights, title and interest in the assets and property of the Company as collateral. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $11,600,000 and $11,600,000, respectively, and unamortized discount of $2,622,545 and $4,707,853, respectively. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of September 30, 2023 and December 31, 2022, the principal balance of the outstanding auto loan was $0.00 and $0.00, respectively. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company assumed the November 17, 2020, agreement with an Investor for proceeds in the amount of $400,000 treated as a promissory. In exchange for the gross proceeds, the Investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. The payments of the payment percentage shall be calculated by multiplying the gross quarterly revenues appearing in the financial statements by the payment percentage and treated as accrued interest. Payments shall be made ninety (90) days from the end of each respective fiscal quarter with the first payment to be made on the quarter ending December 31, 2020. Payments may be accrued and deferred if payment would deplete cash, cash equivalent and/or short-term investment balances on each respective fiscal quarter by more than twenty (20%) percent. As of September 30, 2023 and December 31, 2022, the principal balance of the outstanding loan was $400,000 and $400,000, respectively, and accrued interest totals $344,844 and $205,779, respectively. This debt instrument is currently in default due to the non-payment of interest. On September 20, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,100,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $1,000,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 at the time of issuance as a discount. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $1,100,000 and $1,100,000, respectively, and unamortized discount of $223,639 and $350,416, respectively. On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 13, 2020 in the amount of $6,000 and accrued interest in the amount of $1,578 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $7,958 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. As of September 30, 2023 and December 31, 2022, the outstanding loan balance was $7,958 and $7,958, respectively, and unamortized discount of $0.00 and $139, respectively. On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 15, 2020 in the amount of $84,000 and accrued interest in the amount of $22,162 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $111,470 which bear interest at twelve (12%) percent and have a seventeen The balance of the promissory as of September 30, 2023 and December 31, 2022 is as follows: September 30, December 31, 2023 2022 Promissory notes payable $ 20,229,759 $ 20,229,759 Promissory notes payable-related party 7,800 7,800 Less: Discount (2,854,483 ) (5,117,631 ) Less: Deferred finance costs (24,200 ) (49,132 ) Promissory notes payable, net $ 17,358,876 $ 15,070,796 During the periods ending September 30, 2023 and December 31, 2022, the Company made $0 and $5,776 payments, respectively on the outstanding promissory notes, and recorded $2,423,092 and $2,898,155, respectively, of interest expense and $2,288,079 and $1,738,327, respectively, of debt discount amortization expense. As of September 30, 2023 and December 31, 2022, the Company had approximately $7,080,621 and $4,657,529, respectively, of accrued interest. As of September 30, 2023 and December 31, 2022, the principal balance of outstanding promissory notes payable was $20,237,559 and $20,237,559, respectively. Derivatives Liabilities The Company determined that the convertible notes outstanding as of September 30, 2023 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: September 30, 2023 Common stock issuable 236,822 Market value of common stock on measurement date $ 0.0129 Adjusted exercise price $ 0.06 Risk free interest rate 5.20 % Instrument lives in years 1.25 Year Expected volatility 64 % Expected dividend yields None 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 balance of the fair value of the derivative liability as of September 30, 2023 and December 31, 2022 is as follows: Balance at December 31, 2021 $ 20,442 Additions - Fair value loss (10,856 ) Conversions (2,642 ) Balance at December 31, 2022 6,944 Additions - Fair value gain (2,541 ) Conversions (1,348 ) Balance at September 30, 2023 $ 3,055 | NOTE 4 – NOTES PAYABLE Convertible Notes Payable On November 25, 2019, Meso Numismatics, Inc. pursuant to the certificate of designation of the Series BB Preferred Stock, elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder had the option, within 30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. If the shareholder did not provide the form of a convertible note in writing to Meso Numismatics, Inc. the Indebtedness would automatically be issued in the form of a promissory note. The convertible note agreements bear no interest and have a four (4) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the investors’ sole discretion, into shares of common stock at conversion price equal to the lowest bid price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the three prior trading days including the day upon which a Notice of Conversion is received by the Company. As of December 31, 2019, 81,043 Preferred Series BB shares were exchanged for an aggregate of $97,252 convertible notes. During the years ending December 31, 2022 and December 31, 2021, the Company made $15,000 and $25,000, respectively of payments on the outstanding convertible notes. The balance of the convertible notes as of December 31, 2022 and December 31, 2021 is as follows: December 31, December 31, 2022 2021 Convertible notes payable $ 57,252 $ 72,252 Less: Discount 19,833 38,270 Convertible notes payable, net $ 37,419 $ 33,982 During the periods ending December 31, 2022 and December 31, 2021, the Company incurred $18,437 and $19,482, respectively of debt discount amortization expense and made $15,000 and $25,000, respectively of payments on the outstanding convertible notes. As of December 31, 2022 and December 31, 2021, the Company had approximately $0 and $251,144, respectively of accrued interest. Promissory Notes Payable During 2015, the Company entered into line of credit with Digital Arts Media Network treated as a promissory note. The promissory note bear interest at ten (10%) and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. As of December 31, 2022 and 2021, the principal balance of the outstanding loan was $130,025 and $130,025, respectively and accrued interest of $92,600 and $79,598, respectively.. On November 25, 2019, Meso Numismatics, Inc. pursuant to the certificate of designation of the Series BB, Preferred Stock elected to exchange the preferred shares for other indebtedness calculated at a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder shall have the option, within 30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note. Should the shareholder not give the Meso Numismatics, Inc. notice the Indebtedness shall automatically be issued in the form of a promissory note. The promissory note agreements bear no interest and have a four (4) year maturity date with a 20% premium to be paid upon maturity. The notes may be repaid in whole or in part at any time prior to maturity. As of December 31, 2019, 276,723 Preferred Series BB shares were exchange for an aggregate of $332,068 promissory notes. As of December 31, 2022 and 2021, the aggregate loan balances outstanding was $398,482 and $398,482, respectively and unamortized discount of $16,083 and $24,133, respectively. 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, which is shown as a related party note payable on the balance sheet on December 31, 2022 and 2021. At December 7, 2020 the Company exchanged $5,379,624 of principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock with three separate lenders. The new notes have a maturity date of November 23, 2023 and an aggregate principal amount of $5,379,624 shall bear interest at a fifteen (15%) percentage compounded annual interest rate and, as an incentive; we have issued cashless warrants to purchase 15,000,000 shares of our common stock at an exercise price of $0.03 per share in connection with the restructuring. The Company recorded the fair value of the 15,000,000 warrants issued with debt at approximately $262,376 at December 31, 2020 as a discount. Lender is granted security interest and lien in all rights, title and interest in the assets and property of the as collateral. As of December 31, 2022 and 2021, the aggregate loan balances outstanding was $5,379,624 and $5,379,624, respectively and unamortized discount of $81,700 and $169,168, respectively. On December 9, 2020, the Company entered into a Promissory Debentures with a lender in the amount of $110,000 which bear compounded annual interest at eighteen (15%) 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. As of December 31, 2022 and 2021, the outstanding loan balance was $110,000 and $110,000, respectively and unamortized discount of $8,611 and $17,776, respectively. On January 6, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,000,000 which bear interest at eighteen (15%) percent and have a one (1) year maturity date and cashless warrants to purchase 10,000,000 shares of our common stock, at exercise prices of $0.03 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $900,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 at the date of issuance as a discount. As of December 31, 2022 and 2021, the outstanding loan balance was $1,000,000 and $1,000,000, respectively and unamortized discount of $0.00 and $8,090, respectively. This loan is currently in default. On June 22, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 at the date the warrants were issued as a discount. Lender is granted senior security interest and lien in all rights, title and interest in the assets and property of the Company as collateral. As of December 31, 2022 and 2021, the outstanding loan balance was $11,600,000 and $11,600,000, respectively and unamortized discount of $4,707,853 and $6,235,095, respectively. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of December 31, 2022 and 2021, the principal balance of the outstanding auto loan was $0.00 and $5,776, respectively. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company assumed the November 17, 2020, agreement with an Investor for proceeds in the amount of $400,000 treated as a promissory. In exchange for the gross proceeds, the Investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. The payments of the payment percentage shall be calculated by multiplying the gross quarterly revenues appearing in the financial statements by the payment percentage and treated as accrued interest. Payments shall be made ninety (90) days from the end of each respective fiscal quarter with the first payment to be made on the quarter ending December 31, 2020. Payments may be accrued and deferred if payment would deplete cash, cash equivalent and/or short term investment balances on each respective fiscal quarter by more than twenty (20%) percent. As of December 31, 2022 and 2021, the principal balance of the outstanding loan was $400,000 and $400,000, respectively and accrued interest totals $205,779 and $87,185, respectively. This debt instrument is currently in default due to the non-payment of interest. On September 20, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,100,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $1,000,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 at the time of issuance as a discount. As of December 31, 2022 and 2021, the outstanding loan balance was $1,100,000 and $1,100,000, respectively and unamortized discount of $350,416 and $445,140, repectively. On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 13, 2020 in the amount of $6,000 and accrued interest in the amount of $1,578 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $7,958 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. As of December 31, 2022 and 2021, the outstanding loan balance was $7,958 and $7,958, repectively and unamortized discount of $139 and $379, respectively. On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 15, 2020 in the amount of $84,000 and accrued interest in the amount of $22,162 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $111,470 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. As of December 31, 2022 and 2021, the outstanding loan balance was $111,470 and $111,470, respectively and unamortized discount of $1,950 and $5,308, respectively. The balance of the promissory as of December 31, 2022 and December 31, 2021 is as follows: December 31, December 31, 2022 2021 Promissory notes payable $ 20,237,559 $ 20,243,335 Less: Discount 5,117,631 6,822,622 Less: Deferred finance costs 49,132 82,466 Promissory notes payable, net $ 15,070,796 $ 13,338,247 During the periods ending December 31, 2022 and December 31, 2021, the Company made $5,776 and $1,812 payments, respectively on the outstanding promissory notes, and recorded $2,898,155 and $1,781,394, respectively of interest expense and $1,738,327 and $874,476, respectively of debt discount amortization expense. As of December 31, 2022 and December 31, 2021, the Company had approximately $4,657,529 and $1,878,251, respectively of accrued interest. As of December 31, 2022 and December 31, 2021, the principal balance of outstanding promissory notes payable was $20,237,559 and $20,243,335, respectively. Derivatives Liabilities The Company determined that the convertible notes outstanding as of December 31, 2022 contained an embedded derivative instrument as the conversion price was based on a variable that was not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40. The Company determined the fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation model with the following assumptions: December 31, 2022 Common stock issuable 365,463 Market value of common stock on measurement date $ 0.019 Adjusted exercise price $ 0.06 Risk free interest rate 4.34 % Instrument lives in years 2.00 Year Expected volatility 79 % Expected dividend yields None 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 balance of the fair value of the derivative liability as of December 31, 2022 and December 31, 2021 is as follows: Balance at December 31, 2020 $ - Additions 24,186 Fair value loss (3,744 ) Conversions - Balance at December 31, 2021 20,442 Additions - Fair value gain (13,448 ) Conversions - Balance at December 31, 2022 $ 6,944 |
Stockholders Equity
Stockholders Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders Equity [Abstract] | ||
STOCKHOLDERS EQUITY | NOTE 5 – STOCKHOLDERS EQUITY Common Shares The Board of Directors and shareholders were required to increase the number of authorized shares of common stock from (a) 200,000,000 to 500,000,000 during June 2015, (b) 500,000,000 to 1,500,000,000 during July 2015, and (c) 1,500,000,000 to 6,500,000,000 during March 2016, to adhere to the Company’s contractual obligation to maintain the required reserve share amount for debtholders. 2022 Transactions On March 23, 2022, the Company issued 76,278 shares of common stock for consulting services, which were valued in the amount of $10,000. On May 5, 2022, the Company issued 89,485 shares of common stock for consulting services, which were valued in the amount of $10,000. On November 30, 2022, the Company issued 193,050 shares of common stock for consulting services, which were valued in the amount of $10,000. As of September 30, 2023 and December 31, 2022, the Company had 12,443,938 and 12,443,938 common shares issued and outstanding, respectively. Warrants During the year ended December 31, 2020, the Company issued warrants to purchase 16,000,000 shares of common stock, at an exercise price of $0.03 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 16,000,000 warrants issued with debt at approximately $279,867 at December 31, 2020 as a discount. On January 6, 2021, the Company issued warrants to purchase 10,000,000 shares of common stock, at an exercise price of $0.033 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 as a discount. On June 22, 2021, the Company issued warrants to purchase 70,000,000 shares of common stock, at an exercise price of $0.100 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 as a discount. On September 20, 2021, the Company issued warrants to purchase 7,500,000 shares of common stock, at an exercise price of $0.085 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 as a discount. The following table summarizes the Company’s warrant transactions during the nine months ended September 30, 2023 and the year ended December 31, 2022: Number of Weighted Outstanding at year ended December 31, 2021 103,500,000 $ 0.082 Granted - - Exercised - - Expired - - Outstanding at year ended December 31, 2022 103,500,000 $ 0.082 Granted - - Exercised - - Expired - - Outstanding at quarter ended September 30, 2023 103,500,000 $ 0.082 Warrants granted in the year ended December 31, 2020 were valued using the Black Scholes Merton Model with the risk-free interest rate of 0.20%, expected life 3 years, expected dividend rate of 0% and expected volatility ranging of 411.72%. Warrants granted in the year ended December 31, 2021 were valued using the Black Scholes Merton Model with the risk-free interest rate within ranges between 0.20% to 0.45%, term of 3 years, dividend rate of 0% and historical volatility ranging between, 338.36% to 394.78%. The final value assigned to the warrants was determined using a relative fair value calculation between the amount of warrants and promissory notes. Designation of Series AA Super Voting Preferred Stock On June 30, 2014, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing the issuance of up to 11,000,000 shares of preferred stock, par value $0.001 per share. On May 2, 2014, the Company filed with the Secretary of State with Nevada in the form of a Certificate of Designation that authorized the issuance of up to 1,000,000 shares of a new series of preferred stock, par value $0.001 per share, designated Series AA Super Voting Preferred Stock (“Series AA”), for which the board of directors established the rights, preferences and limitations thereof. All of the Holders of the Series AA together, voting separately as a class, shall have an aggregate vote equal to 67% percent of the total vote on all matters submitted to the stockholders that each stockholder of the Corporation’s Common Stock is entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action and consideration. The holders of the Series AA 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 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 will not be convertible into the shares of the Company’s common stock. On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing the increase to 1,050,000 shares of the Series AA. On June 26, 2020, Meso Numismatics, Inc. completed the repurchase of 1,000,000 shares of its Series AA Super Voting Preferred Stock for an aggregate total purchase price equal to $160,000, representing all of the Series AA shares held by E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd., respectively. On June 26, 2020, due to Mr. Pereira’s resignation, Meso Numismatics, Inc.’s Board of Directors appointed Mr. David Christensen, current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective June 27, 2020 and granted 50,000 shares of Series AA to Mr. David Christensen. The $166,795 value of the 50,000 shares of Series AA to Mr. David Christensen is based on the 10,000 votes per preferred share to one vote per common share. Valuation based on definition of control premium is defined as the price to which a willing buyer and willing seller would agree in any arms-length transaction to acquire control of the Company. The premium paid above the market value of the company is real economic benefit to controlling the Company. Historically, the average control premium applied in M&A transactions averages approximately 30%, which represents the value of control. On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021). The Series AA Preferred shares issued on August 18, 2021, were valued based upon industry specific control premiums and the Company’s market cap at the time of the transaction. The $963,866 value of the 1,000,000 shares of Series AA issued to Benito Novas was valued based on a calculation by a third-party independent valuation specialist. As of September 30, 2023 and December 31, 2022, the Company has 1,050,000 and 1,050,000 preferred shares of Series AA Preferred Stock issued and outstanding, respectively. During the period of these financial statements, no dividend was declared or paid on the Series AA preferred shares. Designation of Series BB Preferred Stock On March 29, 2017, the Company filed with the Secretary of State with Nevada in the form of a Certificate of Designation that authorized the issuance of up to 1,000,000 shares of a new series of preferred stock, par value $0.001 per share, designated Series BB Preferred Stock (the “Series BB”), for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series BB 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 after a minimum of six (6) months have elapsed from the issuance of the preferred stock to the holder. The Series BB has no voting rights until the Holder redeems the preferred stock into the Company’s common stock. The Series BB shall not be adjusted by the Corporation. The holders of the Series BB shall not be entitled to receive dividends paid on the Company’s common stock. The Series BB 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 shall be entitled to share equally and ratably in proportion to the preferred stock owned by the holder to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders. As of December 31, 2019, 81,043 Preferred Series BB shares were exchanged for an aggregate of $97,252 convertible notes and 276,723 Preferred Series BB shares were exchanged for an aggregate of $332,068 promissory notes of which 78,620 were returned and cancelled and 279,146 were still outstanding at December 31, 2020. During the three months ended March 31, 2021, the remaining 279,146 were returned and cancelled. As of September 30, 2023 and December 31, 2022, the Company had no preferred shares of Series BB issued and outstanding Designation of Series DD Convertible Preferred Stock On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing 10,000 shares of a new series of preferred stock, par value $0.001 per share, designated Series DD Convertible Preferred Stock (the “Series DD”), for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series DD shall be entitled to its shares of Series DD 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 shall not be entitled to receive dividends paid on the Company’s common stock. The holders of the Series DD shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021). The $5,038,576 value of the 8,974 shares of Series DD to Benito Novas is based on converting into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The $5,038,576 value of the 8,974 shares of Series DD represents the fair value of the consideration paid allocated to the assets and liabilities acquired from Global Stem Cells Group Inc. In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on annual rate of $90,000, starting January 1, 2022. Additionally, the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued February 18, 2022. The $503,072 value of the 896 shares of Series DD is based on converting into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The $251,536 value of the 448 shares of Series DD was recorded as stock payable at December 31, 2021 and issued on February 18, 2022. The full amount of $503,552 was expensed at the date of grant, as a matter of accounting policy. As of September 30, 2023 and December 31, 2022, the Company had 9,870 and 9,870 preferred shares of Series DD issued and outstanding, respectively. During the period of these financial statements, no dividend was declared or paid on the Series DD preferred shares. | 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. 2021 Transactions On February 24, 2021, the Company issued 36,232 shares of common stock for consulting services which were valued in the amount of $10,000. On April 16, 2021, the Company issued 33,772 shares of common stock for consulting services which were valued in the amount of $10,000. On June 28, 2021, the Company issued 1,092,866 shares of common stock as settlement of the lawsuit, which were valued in the amount of $213,109 (see footnote 8). On December 23, 2021, the Company issued 52,659 shares of common stock for consulting services which were valued in the amount of $10,000. 2022 Transactions On March 23, 2022, the Company issued 76,278 shares of common stock for consulting services which were valued in the amount of $10,000. On May 5, 2022, the Company issued 89,485 shares of common stock for consulting services which were valued in the amount of $10,000. On November 30, 2022, the Company issued 193,050 shares of common stock for consulting services which were valued in the amount of $10,000. As of December 31, 2022 and December 31, 2021, the Company has 12,443,938 and 12,085,125 common shares issued and outstanding, respectively. Warrants During the year ended December 31, 2020, the Company issued warrants to purchase 16,000,000 shares of common stock, at exercise prices of $0.03 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 16,000,000 warrants issued with debt at approximately $279,867 at December 31, 2020 as a discount. On January 6, 2021, the Company issued warrants to purchase 10,000,000 shares of common stock, at exercise prices of $0.033 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 as a discount. On June 22, 2021, the Company issued warrants to purchase 70,000,000 shares of common stock, at exercise prices of $0.100 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 as a discount. On September 20, 2021, the Company issued warrants to purchase 7,500,000 shares of common stock, at exercise prices of $0.085 per share. These warrants expire three years from issuance date. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 as a discount. The following table summarizes the Company’s warrant transactions during the year ended December 31, 2022 and year ended December 2021: Number of Weighted Outstanding at year ended December 31, 2020 16,000,000 $ 0.030 Granted 87,500,000 0.091 Exercised - - Expired - - Outstanding at year ended December 31, 2021 103,500,000 $ 0.082 Granted - - Exercised - - Expired - - Outstanding at quarter ended December 31, 2022 103,500,000 $ 0.082 Warrants granted in the year ended December 31, 2020 were valued using the Black Scholes Merton Model with the risk-free interest rate of 0.20%, expected life 3 years, expected dividend rate of 0% and expected volatility ranging of 411.72%. Warrants granted in the year ended December 31, 2021 were valued using the Black Scholes Merton Model with the risk-free interest rate within ranges between 0.20% to 0.45%, term of 3 years, dividend rate of 0% and historical volatility ranging between, 338.36% to 394.78%. The final value assigned to the warrants was determined using a relative fair value calculation between the amount of warrants and promissory notes. Designation of Series AA Super Voting Preferred Stock On June 30, 2014, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing the issuance of up to eleven million (11,000,000) shares of preferred stock, par value $0.001 per share. On May 2, 2014, the Company filed with the Secretary of State with Nevada in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. All of the Holders of the Series AA Super Voting Preferred Stock together, voting separately as a class, shall have an aggregate vote equal to sixty-seven (67%) percent of the total vote on all matters submitted to the stockholders that each stockholder of the Corporation’s Common Stock is entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action and consideration. The holders of the Series AA Super Voting Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock. Upon liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series AA Super Voting Preferred Stock shall not be entitled to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders. The shares of the Series AA Super Voting Preferred Stock will not be convertible into the shares of the Company’s common stock. On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing the increase to 1,050,000 shares of the Series AA Super Voting Preferred Stock. On June 26, 2020, Meso Numismatics, Inc. completed the repurchase of 1,000,000 shares of its Series AA (“Series AA”) Super Voting Preferred Stock for an aggregate total purchase price equal to $160,000, representing all of the Series AA shares held by E-Network de Costa Rica S.A. and S&M Chuah Enterprises Ltd., respectively. On June 26, 2020, due to Mr. Pereira’s resignation, Meso Numismatics, Inc.’s Board of Directors appointed Mr. David Christensen, current Director and President of the Company, to serve as Chief Executive Officer, Chief Financial Officer and Secretary, effective June 27, 2020 and granted 50,000 shares of Series AA to Mr. David Christensen. The $166,795 value of the 50,000 shares of Series AA Super Voting Preferred Stock to Mr. David Christensen is based on the 10,000 votes per preferred share to one vote per common share. Valuation based on definition of control premium is defined as the price to which a willing buyer and willing seller would agree in any arms-length transaction to acquire control of the Company. The premium paid above the market value of the company is real economic benefit to controlling the Company. Historically, the average control premium applied in M&A transactions averages approximately 30%, which represents the value of control. On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021). The Series AA Preferred shares issued on August 18, 2021, were valued based upon industry specific control premiums and the Company’s market cap at the time of the transaction. The $963,866 value of the 1,000,000 shares of Series AA Super Voting Preferred Stock issued to Benito Novas were valued based on a calculation by a third party independent valuation specialist. As of December 31, 2022 and December 31, 2021, the Company has 1,050,000 and 1,050,000 preferred shares of Series AA Preferred Stock issued and outstanding, respectively. During the period of these financial statements, no dividend was declared or paid on the Series AA preferred shares. Designation of Series BB Preferred Stock On March 29, 2017, the Company filed with the Secretary of State with Nevada in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series BB Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series BB Preferred Stock shall be entitled to convert on a 1 for 1 basis into shares of the Company’s common stock, any or all of their shares of Series BB Preferred Stock after a minimum of six (6) months have elapsed from the issuance of the preferred stock to the holder. The Series BB Preferred Stock has no voting rights until the Holder redeems the preferred stock into the Company’s common stock. The Series BB Preferred Stock shall not be adjusted by the Corporation. The holders of the Series BB Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock. The Series BB Preferred Stock has a liquidation value of $1.00. Upon liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series BB Preferred Stock shall be entitled to share equally and ratably in proportion to the preferred stock owned by the holder to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders. As of December 31, 2019, 81,043 Preferred Series BB shares were exchanged for an aggregate of $97,252 convertible notes and 276,723 Preferred Series BB shares were exchanged for an aggregate of $332,068 promissory notes of which 78,620 were returned and cancelled and 279,146 were still outstanding at December 31, 2020. During the three months ended March 31, 2021, the remaining 279,146 were returned and cancelled. As of December 31, 2022 and December 31, 2021, the Company had no 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, authorizing ten thousand (10,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series DD Convertible Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series DD Convertible Preferred Stock shall be entitled to its shares of Series DD Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The holders of the Series DD Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock. The holders of the Series DD Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. On August 18, 2021, Meso Numismatics, Inc., completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021). The $5,038,576 value of the 8,974 shares of Series DD Convertible Preferred Stock to Benito Novas is based on converting into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The $5,038,576 value of the 8,974 shares of Series DD Convertible Preferred Stock represents the fair value of the consideration paid allocated to the assets and liabilities acquired from Global Stem Cells Group Inc. In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on annual rate of $90,000, starting January 1, 2022. Additionally, the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued February 18, 2022. The $503,072 value of the 896 shares of Series DD Convertible Preferred Stock is based on converting into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The $251,536 value of the 448 shares of Series DD Convertible Preferred Stock was recorded as stock payable at December 31, 2021 and issued on February 18, 2022. The full amount of $503,552 was expensed at the date of grant, as a matter of accounting policy. As of December 31, 2022 and December 31, 2021, the Company had 9,870 and 9,422 preferred shares of Series DD Convertible Preferred Stock issued and outstanding, respectively. During the period of these financial statements, no dividend was declared or paid on the Series DD preferred shares. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on an annual rate of $90,000 starting January 1, 2022. Additionally, the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued on February 18, 2022. Amounts paid to Enterprise Technology Consulting, a Company 100% owned by Dave Christensen, CEO, for consulting services during 2022 and 2021 were $90,000 and $60,000, respectively. The Company paid Lans Holdings Inc., by delivery in escrow on November 3, 2021, an amount equal to USD $8,200,000. The amount was recorded as an expense for services rendered. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of December 31, 2022, the principal balance of the outstanding auto loan was $0.00. Benito Novas’, (CEO of Global Stem Cell Group, Inc.) brother, sister and nephew provide marketing/administrative and training/R&D services to Global Stem Cells Group and were paid as consultants during 2022 in aggregate $200,390 and from August 18, 2021 to December 31, 2021 in aggregate $101,175. | NOTE 6 – RELATED PARTY TRANSACTIONS In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on an annual rate of $90,000 starting January 1, 2022. Additionally, the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued on February 18, 2022. Amounts paid to Enterprise Technology Consulting, a Company 100% owned by Dave Christensen, CEO, for consulting services during the nine months ended September 30, 2023 and the year ended December 31, 2022 were $67,500 and $90,000, respectively. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of September 30, 2023 and December 31, 2022, the principal balance of the outstanding auto loan was $0.00. Benito Novas’ brother, sister and nephew provide marketing/administrative and training/R&D services to Global Stem Cells Group and were paid $179,219 in the aggregate as consultants during the nine months ended September 30, 2023, and $200,390 in the aggregate for the year ended December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES Pursuant to an Agreement between Global Stem Cell Group and a lender dated November 17, 2020, in the event that any of Global Stem Cell Group, and/or the Entities and /or Parent (individually the “Company” and collectively the “Companies”) dispose of any Assets to any party or third party or parties (an “Asset Disposition”), then Global Stem Cell Group shall undertake to cause such party, third party or parties to acquire the perpetual right of a percentage of Global revenues from the Investor. The consideration for the Right shall be equal to the fair value (“FV”) of the Assets at the time of the Asset Disposition (the “Asset Disposition Payment”). The Asset Disposition Payment shall not exceed 27.5% (twenty-seven and a half percent) of the fair market value of the Assets. During the period ending December 31, 2021, Global Stem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV beginning January 16 2022 and ending on January 15, 2024. The property is located in the Tulum Trade Center, consisting of 1,647 square feet with a monthly rent of $2,714 and security deposit of $5,588. During the nine months ended September 30, 2023 and the year ended December 31, 2022 the Company paid $41,164 and $44,097, respectively in rent expense. | 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 respond to these claims. The court then issued an Order of Judgement against the Company in the amount of $282,500 which was recorded in accounts payable as of December 31, 2017. The Company appealed the Courts’ decision and in November 2018, while the Court of Appeals affirmed liability under the judgment, the Court of Appeals vacated the award of the entire judgment amount and remanded the case back to the trial court with instructions. On June 23, 2021, the Company entered into a settlement agreement for an outstanding lawsuit for consideration of $300,000 in cash and 1,092,866 shares of common stock in the amount of $213,109. The $513,109 settlement was offset by the $282,000 which was recorded in accounts payable as of December 31, 2017 resulting in expense of $231,109 during the six months ended June 30, 2021. On June 28, 2021, the Company paid $300,000 in cash and issued 1,092,866 shares of common stock as settlement of the lawsuit, in the amount of $213,109, resulting in an outstanding balance of $0 as of December 31, 2021. Per an Agreement between Global Stem Cell Group and a lender dated November 17, 2020, in the event that any of Global Stem Cell Group, and/or the Entities and /or Parent (individually the “Company” and collectively the “Companies”) dispose of any Assets to any party or third party or parties (an “Asset Disposition”), then Global Stem Cell Group shall undertake to cause such party, third party or parties to acquire the perpetual right of a percentage of Global revenues from the Investor. The consideration for the Right shall be equal to the fair value (“FV”) of the Assets at the time of the Asset Disposition (the “Asset Disposition Payment”). The Asset Disposition Payment shall not exceed 27.5% (twenty-seven and a half percent) of the fair market value of the Assets. During the period ending December 31, 2021, Global Stem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV beginning January 16 2022 and ending on January 15, 2024. The property is located in the Tulum Trade Center, consisting of 1,647 square feet with a monthly rent of $2,714 and security deposit of $5,588. During the year ended December 31, 2022 the Company paid $44,097 in rent expense. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | ||
PROPERTY AND EQUIPMENT, NET | NOTE 8 – PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: September 30, December 31, Computer, equipment and vehicles (5 year useful life) $ 166,774 $ 149,196 Leasehold improvements (2 year useful life) 217,224 133,208 Less: accumulated depreciation (236,150 ) (96,135 ) Total property and equipment, net $ 147,848 $ 186,269 Depreciation expense for the nine months ended September 30, 2023 and the year ended December 31, 2022 was $140,015 and $55,199, respectively. We evaluate the carrying value of long-lived assets for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Further testing of specific assets or grouping of assets is required when undiscounted future cash flows associated with the assets is less than their carrying amounts. An asset is considered to be impaired when the anticipated undiscounted future cash flows of an asset group are estimated to be less than its carrying value. The amount of impairment recognized is the difference between the carrying value of the asset group and its fair value. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. We recorded no impairment of long-lived assets for the nine months ended September 30, 2023 and the year ended December 31, 2022. | NOTE 9 – PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: December 31, December 31, Computer and office equipment (5 year useful life) $ 149,196 $ 66,445 Leasehold improvements (2 year useful life) 133,208 - Less: accumulated depreciation (96,135 ) (43,536 ) Total property and equipment, net $ 186,269 $ 22,909 Depreciation expense for the years ended December 31, 2022 and December 31, 2021 was $55,199 and $40,858, respectively. We evaluate the carrying value of long-lived assets for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Further testing of specific assets or grouping of assets is required when undiscounted future cash flows associated with the assets is less than their carrying amounts. An asset is considered to be impaired when the anticipated undiscounted future cash flows of an asset group are estimated to be less than its carrying value. The amount of impairment recognized is the difference between the carrying value of the asset group and its fair value. Fair value estimates are based on assumptions concerning the amount and timing of estimated future cash flows. We recorded no impairment of long-lived assets for the year ended December 31, 2022. |
Intellectual Property
Intellectual Property | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Intellectual Property [Abstract] | ||
INTELLECTUAL PROPERTY | NOTE 9 – INTELLECTUAL PROPERTY A third party independent valuation specialist was asked to determine the value of Global Stem Cell Group, Inc., tangible and intangible assets assuming the offering price was at fair value. In order to perform the purchase price allocation, the tangible and intangible assets were valued as of August 18, 2021. The Fair Value of the intangible assets as of the Valuation Date is reasonably represented as: September 30, December 31, Tradename - Trademarks $ 87,700 $ 87,700 Intellectual Property / Licenses 363,000 363,000 Customer Base 37,000 37,000 Intangible assets 487,700 487,700 Less: accumulated amortization (206,771 ) (133,616 ) Total intangible assets, net $ 280,929 $ 354,084 Amortization is computed on straight-line method based on estimated useful lives of 5 years. During the nine months ended September 30, 2023 and the year ended December 31, 2022, the Company recorded amortization expense of the intellectual property of $73,155 and $97,540, respectively. | NOTE 11 – INTELLECTUAL PROPERTY A third party independent valuation specialist was asked to determine the value of Global Stem Cell Group, Inc., tangible and intangible assets assuming the offering price was at fair value. In order to perform the purchase price allocation, the tangible and intangible assets were valued as of August 18, 2021. The Fair Value of the intangible assets as of the Valuation Date is reasonably represented as: December 31, December 31, Tradename - Trademarks $ 87,700 $ 87,700 Intellectual Property / Licenses 363,000 363,000 Customer Base 37,000 37,000 Intangible assets 487,700 487,700 Less: accumulated amortization (133,616 ) (36,076 ) Total intangible assets, net $ 354,084 $ 451,624 Amortization is computed on straight-line method based on estimated useful lives of 5 years. During the year ended December 31, 2022, and 2021, the Company recorded amortization expense of the intellectual property of $97,540 and $36,076, respectively. |
Operating Leases
Operating Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Operating Leases [Abstract] | ||
OPERATING LEASES | NOTE 10 – OPERATING LEASES During the period ending December 31, 2021, Global Stem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV beginning January 16, 2022 and ending on January 15, 2024. The property is located in the Tulum Trade Center, consisting of 1,647 square feet with a monthly rent of $2,714 and a security deposit of $5,588. In January 2022, the Company began the buildout of the clinic and began to order equipment. The Cancun facility was inaugurated in May 2022 and is accredited both by the Mexican General Health Council and Cofepris (Mexican FDA). The following table summarizes the Company’s undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease: 2023 $ 8,142 2024 2,714 2025 — 2026 — 2027 — Total undiscounted cash payments 10,856 Less interest (103 ) Present value of payments $ 10,753 | NOTE 13 – OPERATING LEASES During the period ending December 31, 2021, Global Stem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV beginning January 16, 2022, and ending on January 15, 2024. The property is located in the Tulum Trade Center, consisting of 1,647 square feet with a monthly rent of $2,714 and a security deposit of $5,588. In January 2022, the Company began the buildout of the clinic and began to order equipment. The Cancun facility was inaugurated in May 2022 and is accredited both by the Mexican General Health Council and Cofepris (Mexican FDA). The following table summarizes the Company’s undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease: 2023 $ 32,568 2024 2,714 2025 - 2026 - 2027 - Total undiscounted cash payments 35,282 Less interest (1,319 ) Present value of payments $ 33,963 |
Goodwill
Goodwill | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Abstract] | ||
GOODWILL | NOTE 11 – GOODWILL On August 18, 2021, through a Stock Purchase Agreement, we acquired 100% of the outstanding shares of Global Stem Cell Group, Inc. for $225,000 in cash, the issuance of 1,000,000 shares of preferred series AA stock and the issuance of 8,974 shares of preferred series DD stock. The preliminary purchase price for the merger was determined to be $6.229 million, which consists of (i) 1 million shares of Series AA preferred stock valued at approximately $964,000, (ii) 8,974 shares of Series DD preferred stock valued at approximately $5.04 million and (iii) $225,000 in cash of which $175,000 was advanced prior to closing of the transaction. Under the acquisition method, the purchase price must be allocated to the reporting units net assets acquired, inclusive of intangible assets, with any excess fair value recorded to goodwill. The goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of Global Stem Cells Group, planned growth in new markets, and synergies expected to be achieved from the combined operations of Meso Numismatics, Inc. and Global Stem Cells Group. The following table summarizes the Company's carrying amount of goodwill during the nine months ended September 30, 2023 and the year ended December 31, 2022: Goodwill Balance at December 31, 2021 $ 5,805,438 Acquisition - Impairment - Balance at December 31, 2022 $ 5,805,438 Acquisition - Impairment (4,125,460 ) Balance at September 30, 2023 $ 1,679,978 During each fiscal year, we periodically assess whether any indicators of impairment exist which would require us to perform an interim impairment review. As of each interim period end during each fiscal year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of our reporting unit below their carrying values. We performed our annual test of goodwill for impairment as of December 31, 2022. The Company has recognized impairment of $4,125,460 and Goodwill balance as of September 30, 2023 is $1,679,978. | NOTE 14 – GOODWILL On August 18, 2021, through a Stock Purchase Agreement, 100% of the outstanding shares of Global Stem Cell Group, Inc. were acquired for $225,000 in cash, the issuance of 1,000,000 shares of preferred series AA stock and the issuance of 8,974 shares of preferred series DD stock. The preliminary purchase price for the merger was determined to be $6.229 million, which consists of (i) 1 million shares of Series AA preferred stock valued at approximately $964,000, (ii) 8,974 shares of Series DD preferred stock valued at approximately $5.04 million and (iii) $225,000 in cash of which $175,000 was advanced prior to closing of the transaction (See Note 10). Under the acquisition method, the purchase price must be allocated to the reporting units net assets acquired, inclusive of intangible assets, with any excess fair value recorded to goodwill. The goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of Global Stem Cells Group, planned growth in new markets, and synergies expected to be achieved from the combined operations of Meso Numismatics, Inc. and Global Stem Cells Group. The following table summarizes the Company’s carrying amount of goodwill during the years ended December 31, 2022, and December 31, 2021: Goodwill Balance at December 31, 2020 $ - Acquisition 5,805,438 Impairment - Balance at December 31, 2021 $ 5,805,438 Acquisition - Impairment - Balance at December 31, 2022 $ 5,805,438 During each fiscal year, we periodically assess whether any indicators of impairment exist which would require us to perform an interim impairment review. As of each interim period end during each fiscal year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of our reporting unit below their carrying values. We performed our annual test of goodwill for impairment as of December 31, 2022. The results of the goodwill impairment test indicated that the fair value of the reporting unit was in excess of the carrying value, and, thus, we did not require an impairment charge. |
Discontinued Operations
Discontinued Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Discontinued Operations [Abstract] | ||
DISCONTINUED OPERATIONS | NOTE 12 – DISCONTINUED OPERATIONS On October 28, 2022, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with our prior officer and director, Mr. Melvin Pereira, pursuant to which we agreed to sell Mr. Pereira 100% of our interest in Meso Numismatics Corp., a Florida corporation. In exchange, Mr. Pereira has agreed to assume all of the liabilities of Meso Numismatics, provide whatever financial and other materials needed by us to prepare and complete our financial statements for reporting purposes, and to not disparage our company. The Company reclassified the results of operations of the coins, paper currency, bullion and medals business resulting in a gain on discontinued operations of $84 for the six months ended June 30, 2022. As a result of this transaction, we are no longer engaged in the sale of coins, paper currency, bullion and medals and we have moved into what we believe is a more lucrative opportunity for our company, the operations of Global Stem Cell Group. The following table presents the loss from discontinued operations for the nine months ended September 30, 2022: Revenue $ 24,991 Cost of revenue 23,024 Gross profit 1,967 Operating expenses Advertising and marketing 117 Depreciation and amortization expense 600 General and administrative 1,599 Total operating expenses 2,316 Gain from discontinued operations $ (350 ) | NOTE 15 – DISCONTINUED OPERATIONS On October 28, 2022, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with our prior officer and director, Mr. Melvin Pereira, pursuant to which we agreed to sell Mr. Pereira 100% of our interest in Meso Numismatics Corp., a Florida corporation. In exchange, Mr. Pereira has agreed to assume all of the liabilities of Meso Numismatics, provide whatever financial and other materials needed by us to prepare and complete our financial statements for reporting purposes, and to not disparage our company. The Company reclassified $68,313 of liabilities outstanding resulting in a gain on discontinued operations at December 31, 2022. As a result of this transaction, we are no longer engaged in the sale of coins, paper currency, bullion and medals and we have moved into what we believe is a more lucrative opportunity for our company, the operations of Global Stem Cell Group. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to September 30, 2023 through the date these financial statements were issued and have determined that we do not have any other material subsequent events to disclose or recognize in these financial statement. | NOTE 16 – SUBSEQUENT EVENTS In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to December 31, 2022, through the date these financial statements were issued and have determined that we do not have any other material subsequent events to disclose or recognize in these financial statements. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Preferred Stock [Abstract] | |
CONVERTIBLE PREFERRED STOCK | NOTE 5 – CONVERTIBLE PREFERRED STOCK Designation of Series CC Convertible Preferred Stock On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), authorizing one thousand (1,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series CC Convertible Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. At any time prior to November 25, 2022 (“Automatic Conversion Date”) the Company may redeem for cash out of funds legally available therefor, any or all of the outstanding Series CC Convertible Preferred Stock at a price equal to $1,000 per share. If not converted prior, on the Automatic Conversion Date, any and all remaining issued and outstanding shares of Series CC Convertible Preferred Stock shall automatically convert at the Conversion Price, which is a price per share determined by dividing the number of issued and outstanding shares of common stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8. Each holder of outstanding shares of Series CC Convertible Preferred Stock shall be entitled to convert, prior to the Automatic Conversion Date, part or all of its shares of Series CC Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock at a price per share determined by dividing the number of issued and outstanding shares of stock of the Company on the date of conversion by 1,000 and multiplying the results by 0.8 conversion price. The holders of the Series CC Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock. The holders of the Series CC Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. On November 27, 2019, Meso Numismatics, Inc. entered into an Assignment and Assumption Agreement with Global Stem Cells Group Inc., a corporation duly formed under the laws of the State of Florida, Benito Novas and Lans Holdings Inc. a Nevada Corporation whose securities ceased to be registered as of September 18, 2019, whereby Lans Holdings Inc. assigned all of its rights, obligations and interest in, the Letter of Intent it previously entered into with Global Stem Cells Group Inc. and Benito Novas. In consideration for the Assignment, Meso Numismatics, Inc. issued to Lans Holdings Inc. 1,000 shares of its Series CC Convertible Preferred Stock valued at $83,731 calculated based on the 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. 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. Pursuant to the terms of the Fifth Post Closing Amendment along with the completion of the acquisition of Global Stem Cells Group Inc., the issuance of the 1,000 shares of the Company’s Series CC Convertible Preferred Stock to Lans Holdings Inc. was terminated and replaced with a cash payment as consideration. As of December 31, 2022 and December 31, 2021, the Company had no preferred shares of Series CC Preferred Stock issued and outstanding, respectively. During the period of these financial statements, no dividend was declared or paid on the Series CC preferred shares. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2022 | |
Acquisition [Abstract] | |
ACQUISITION | NOTE 10 – ACQUISITION On August 18, 2021, through a Stock Purchase Agreement, 100% of the outstanding shares of Global Stem Cell Group, Inc. were acquired for $225,000 in cash, the issuance of 1,000,000 shares of preferred series AA stock and the issuance of 8,974 shares of preferred series DD stock. The preliminary purchase price for the merger was determined to be $6.229 million, which consists of (i) 1 million shares of Series AA preferred stock valued at approximately $964,000, (ii) 8,974 shares of Series DD preferred stock valued at approximately $5.04 million and (iii) $225,000 in cash of which $175,000 was advanced in prior to closing of the transaction. The Company accounted for the Stock Purchase Agreement as a business combination under the acquisition method of accounting. Under ASC 805 Business Combinations, determination of the accounting acquirer follows the requirements for control contained within ASC 810 Consolidations. Meso Numismatics, Inc. was determined to be the accounting acquirer based upon the terms of the Stock Purchase Agreement and other factors including the voting provisions contained within the Series AA preferred stock. Those voting provisions require that for (1) any change of control or (2) for any change in directors that the Series AA can only vote in a unanimous fashion. As a result of the acquisition Benito Novas was issued 1,000,000 Series AA Preferred Stock. David Christensen, the CEO of the Company currently owns 50,000 shares of Series AA Preferred Stock. The total number of the outstanding Series AA Preferred shares was 1,050,000 as of December 31, 2022 and 2021. The following table presents an allocation of the purchase price to the net assets acquired, inclusive of intangible assets, with the excess fair value recorded to goodwill. The goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of Global Stem Cells Group, planned growth in new markets, and synergies expected to be achieved from the combined operations of Meso Numismatics, Inc. and Global Stem Cells Group. Description As of August 18, 2021 Cash Payments to GSCG $ 225,000 Fair value of 1,000,000 shares of preferred series AA stock 963,866 Fair value of 8,974 shares of preferred series DD stock 5,038,576 Accounts payable and accrued liabilities 164,252 Note payables 407,588 Due to MESO 250,000 Total consideration $ 7,049,282 Cash and cash equivalents 716,647 Accounts receivable 14,006 Property and equipment, net 25,491 Intangible assets, net 487,700 Total fair value of assets acquired 1,243,844 Consideration paid in excess of fair value (Goodwill) (1) $ 5,805,438 (1) The consideration paid in excess of the net fair value of assets acquired and liabilities assumed has been recognized as goodwill. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 12 – INCOME TAXES Due to the Company’s net losses, there were no provisions for income taxes for the years ended December 31, 2022, and 2021. The difference between the income tax expense of zero shown in the statement of operations and pre-tax book net loss times the federal statutory rate of 21% is due to the change in the valuation allowance. The benefit for income taxes differed from the amount computed using the U. S federal income tax rate of 21% for December 31, 2022, as follows: 2022 Income tax (benefit) $ (1,156,433 ) Non-deductible 353,840 Change in valuation allowance 802,593 Income tax (benefit) per financial statements $ - Deferred income tax assets as of December 31, 2022 and 2021 were as follows: December 31, December 31, Deferred Tax Assets: Net operating losses $ 4,421,887 $ 3,619,294 Less valuation allowance (4,421,887 ) (3,619,294 ) Total deferred tax assets $ - $ - The Company has recorded a full allowance against its deferred tax assets as of December 31, 2022, and 2021 because management determined that it is not more-likely-than not that those assets will be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of deferred assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. For federal income tax purposes, the Company has a net operating loss carry forward of approximately $22,240,131 at December 31, 2022, which expires commencing in 2037. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Global Stem Cells Group Inc. (since August 18, 2021) and Cellular Hope Institute, wholly-owned subsidiary of Global Stem Cells Group Inc. These condensed consolidated financial statements have been prepared and, in the opinion of management, contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the consolidated financial position and the consolidated statements of income and consolidated cash flows for the periods presented in conformity with generally accepted accounting principles for interim consolidated financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X, Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. Operating results for the nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2022, filed on April 14, 2023, which can be found at www.sec.gov. All significant intercompany transactions have been eliminated in consolidation. | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Global Stem Cells Group Inc. (since August 18, 2021) and Cellular Hope Institute, wholly-owned subsidiary of Global Stem Cells Group Inc. All significant intercompany transactions have been eliminated in consolidation. |
Use of Estimates in Financial Statement Presentation | Use of Estimates in Financial Statement Presentation The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates included in these financial statements are associated with accounting for the goodwill, derivative liability, valuation of preferred stock, and for the valuation of assets and liabilities in business combination. | Use of Estimates in Financial Statement Presentation The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates included in these financial statements are associated with accounting for the goodwill, derivative liability, valuation of preferred stock, and for the valuation of assets and liabilities in business combination. |
Reclassifications | Reclassifications Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. No change in net loss resulted from these reclassifications. | Reclassifications Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. No change in net loss resulted from these reclassifications. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At September 30, 2023 and December 31, 2022, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of September 30, 2023 and December 31, 2022. Our cash balances at financial institutions may exceed the Federal Deposit Insurance Company’s (FDIC) insured limit of $250,000 from time to time. | Cash and Cash Equivalents The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At December 31, 2022 and December 31, 2021, all of the Company’s cash was deposited in major banking institutions. There were no cash equivalents as of December 31, 2022 and December 31, 2021. Our cash balances at financial institutions may exceed the Federal Deposit Insurance Company’s (FDIC) insured limit of $250,000 from time to time. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $0 and $0 as of September 30, 2023 and December 31, 2022, respectively. | Accounts Receivable Accounts receivable are recorded at original invoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing balances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable balances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable will not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $0 and $0 as of December 31, 2022 and December 31, 2021, respectively. |
Intangible Assets | Intangible Assets Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment was recognized for the nine months ended September 30, 2023 and the year ended December 31, 2022. | Intangible Assets Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets with indefinite lives are not amortized, but are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment was recognized for the year ended December 31, 2022. |
Lease Accounting | Lease Accounting The Company leases office space and clinical space under a lease arrangement. These properties are generally leased under non-cancelable agreements that contain lease terms in excess of twelve months on the date of entry as well as renewal options for additional periods. The agreements, which have been classified as operating leases, generally provide for base minimum rental payment, as well non-lease components including insurance, taxes, maintenance, and other common area costs. At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of twelve months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using the rate implicit in the contract if available or an estimate of our incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The discount rates used for the initial measurement of lease liabilities as of the date of entry were based on the original lease terms. Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the non-cancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain real estate lease agreements require payments for non-lease costs such as utilities and common area maintenance. The Company has elected an accounting policy to not separate implicit components of the contract that may be considered non-lease related. Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. The lease payments are allocated between a reduction of the lease liability and interest expense. Depreciation of the right-of-use asset for operating leases reflects the use of the asset on straight-line basis over the expected term of the lease. | |
Goodwill | Goodwill We test our reporting unit for impairment annually at year end or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, we record an impairment loss based on the difference between fair value and carrying amount of the reporting unit, not to exceed to the associated carrying amount of goodwill. (see Note 11 for detail of goodwill). | Goodwill We test our reporting unit for impairment annually at year end or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, we record an impairment loss based on the difference between fair value and carrying amount of the reporting unit, not to exceed to the associated carrying amount of goodwill. No impairment was recognized for the year ended December 31, 2022 and 2021. |
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 Monte Carlo option pricing model to value the 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 Monte Carlo option pricing model to value the derivative instruments. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of products under ASC 606 by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or services are provided. Revenue is measured based on the consideration the Company receives in exchange for those products. | Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the sale of products by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company’s main sources of revenue are comprised of the following: ● Training-GSCG offers a Stem Cell & Exosomes Certification Program where physicians attending these training sessions will take advantage of a full review of stem cell biology, characterization and regenerative properties of cells and cell products, cytokines and growth factors and how they can be applied in a clinic setting. The physicians will pay for the training sessions upfront and receives all the material and certificate upon completion of seminar. Completion of the seminar is when control is transferred and when revenue is recognized. ● Products-Physicians can order SVF Kits through GSCG which includes EC Certificate from Institute for Testing and Certificating, Inc. SVT Kits are paid for upfront and shipped from a third party directly to physicians. Transfer of control is when the product is shipped which is when revenue is recognized. ● Equipment- Physicians can order equipment through GSCG which includes a warranty from manufacture of equipment. Equipment is paid for upfront and shipped from manufacture directly to physicians. Transfer of control is when the equipment is shipped which is when revenue is recognized. ● Patient procedures are the treatments GSCG is offering at its Cancun clinic. The transfer of control is when the procedures are completed which is when revenue is recognized. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or services are provided. 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. | Income Taxes The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities, given the provisions of currently enacted tax laws. The accounting for uncertainty in income taxes recognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met. |
Net Earnings (Losses) Per Common Share | Net Earnings (Losses) Per Common Share The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. The effect of common stock equivalents is anti-dilutive with respect to losses and therefore basic and dilutive is the same. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at September 30, 2023 and December 31, 2022, respectively, because their inclusion would have been anti-dilutive. September 30, December 31, 2023 2022 Convertible notes outstanding 236,822 365,463 Convertible preferred stock outstanding 39,447,283 39,447,283 Shares underlying warrants outstanding 103,500,000 103,500,000 143,184,105 143,312,746 | Net Earnings (Losses) Per Common Share The Company accounts for net loss per share in accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation of basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of any potentially issuable common shares. The effect of common stock equivalents is anti-dilutive with respect to losses and therefore basic and dilutive is the same. Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at December 31, 2022 and 2021, respectively, because their inclusion would have been anti-dilutive. For the Years Ended 2022 2021 Convertible notes outstanding 365,463 75,710 Convertible preferred stock outstanding 39,447,283 37,647,060 Shares underlying warrants outstanding 103,500,000 103,500,000 143,312,746 141,222,770 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments. Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. At September 30, 2023 and December 31, 2022, 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 September 30, 2023 and December 31, 2022, the Company does not have any assets or liabilities except for derivative liabilities related to convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of September 30, 2023 and December 31, 2022: Level 1 Level 2 Level 3 Total September 30, 2023 Derivative liability - - 3,055 3,055 Total $ - $ - $ 3,055 $ 3,055 December 31, 2022 Derivative liability - - 6,944 6,944 Total $ - $ - $ 6,944 $ 6,944 | 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 December 31, 2022 and December 31, 2021, the carrying amounts of the Company’s financial instruments, including cash, account payables, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments. At December 31, 2022 and December 31, 2021, the Company does not have any assets or liabilities except for derivative liabilities related to convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of December 31, 2022 and December 31, 2021: Level 1 Level 2 Level 3 Total December 31, 2022 Derivative liability 6,944 6,944 Total $ - $ - $ 6,944 $ 6,944 December 31, 2021 Derivative liability 20,442 20,422 Total $ - $ - $ 20,422 $ 20,422 |
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 , 2023 and December 31, 2022, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | 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 December 31 , 2022 and December 31, 2021, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. |
Stock Based Compensation | Stock Based Compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. | Stock Based Compensation Share-based compensation issued to employees is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The Company measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed in the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be more reliably determinable measures of fair value than the value of the services being rendered. |
New Accounting Pronouncements | New Accounting Pronouncements In March 2020, No. 2020 04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 2020 04 January 2021, 2021 01, Reference Rate Reform Scope December 2022, 2022 06, Reference Rate Reform Deferral of the Sunset Date of Topic 848 2020 04 December 31, 2024. not In June 2016, No. 2016 13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016 13 November 19, 2019, 2016 13 December 15, 2023, 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 | New Accounting Pronouncements In March 2020, the FASB issued optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting and subsequently issued clarifying amendments. The guidance provides optional expedients and exceptions for accounting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform. The optional guidance is effective upon issuance and can be applied on a prospective basis at any time between January 1, 2020 through December 31, 2022. In October 2021, the FASB issued amended guidance that requires acquiring entities to recognize and measure contract assets and liabilities in a business combination in accordance with existing revenue recognition guidance. The amended guidance is effective for interim and annual periods in 2023 and is to be applied prospectively. Early adoption is permitted on a retrospective basis to the beginning of the fiscal year of adoption. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements for prior acquisitions; however, the impact in future periods will be dependent upon the contract assets and contract liabilities acquired in future business combinations. In November 2021, the FASB issued new guidance to increase the transparency of transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The guidance requires annual disclosures of such transactions to include the nature of the transactions and the significant terms and conditions, the accounting treatment and the impact to the company’s financial statements. The guidance is effective for annual periods beginning in 2022 and is to be applied on either a prospective or retrospective basis. 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 $61,734,094 and a working capital deficit of $23,243,793 as of September 30, 2023 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company will require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. | 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 $52,176,465 and a working capital deficit of $10,304,670 as of December 31, 2022 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company will require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Goodwill | Goodwill Goodwill represents the excess of fair value over identifiable tangible and intangible net assets acquired in business combinations. Goodwill is not amortized, instead goodwill is reviewed for impairment at least annually, or on an interim basis between annual tests when events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Weighted Average Diluted Shares | Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at September 30, 2023 and December 31, 2022, respectively, because their inclusion would have been anti-dilutive. September 30, December 31, 2023 2022 Convertible notes outstanding 236,822 365,463 Convertible preferred stock outstanding 39,447,283 39,447,283 Shares underlying warrants outstanding 103,500,000 103,500,000 143,184,105 143,312,746 | Diluted net loss per share is calculated by including any potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average diluted shares at December 31, 2022 and 2021, respectively, because their inclusion would have been anti-dilutive. For the Years Ended 2022 2021 Convertible notes outstanding 365,463 75,710 Convertible preferred stock outstanding 39,447,283 37,647,060 Shares underlying warrants outstanding 103,500,000 103,500,000 143,312,746 141,222,770 |
Schedule of Fair Value Hierarchy for Assets and Liabilities | The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of September 30, 2023 and December 31, 2022: Level 1 Level 2 Level 3 Total September 30, 2023 Derivative liability - - 3,055 3,055 Total $ - $ - $ 3,055 $ 3,055 December 31, 2022 Derivative liability - - 6,944 6,944 Total $ - $ - $ 6,944 $ 6,944 | The following presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of December 31, 2022 and December 31, 2021: Level 1 Level 2 Level 3 Total December 31, 2022 Derivative liability 6,944 6,944 Total $ - $ - $ 6,944 $ 6,944 December 31, 2021 Derivative liability 20,442 20,422 Total $ - $ - $ 20,422 $ 20,422 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue Recognition [Abstract] | ||
Schedule of Revenue by Product Category | The following table presents the Company’s revenue by product category for the nine months ended September 30, 2023 and 2022: For the Nine Months Ended 2023 2022 Training $ 462,277 $ 199,672 Product supplies 981,756 552,634 Equipment 155,480 211,664 Patient procedures 194,872 - Total revenue $ 1,794,385 $ 963,967 | The following table presents the Company’s revenue by product category for the years ended December 31, 2022 and 2021: For the Years Ended 2022 2021 Training $ 279,404 $ 112,970 Product supplies 866,104 209,706 Equipment 163,460 115,211 Patient procedures 221,255 - Total revenue $ 1,530,223 $ 437,887 |
Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Loss | Listed below are the revenues, cost of revenues, gross profits, assets and net loss by Company: For the Nine Months Ended September 30, 2023 Global Stem Meso Total Revenue $ 1,794,385 $ - $ 1,794,385 Cost of revenue 553,467 - 553,467 Gross profit $ 1,240,919 $ - $ 1,240,919 Gross Profit % 69.16 % 0.00 % 69.16 % Assets $ 937,265 $ 2,377,513 $ 3,314,778 Net loss $ (253,826 ) $ (9,303,803 ) $ (9,557,629 ) | Listed below are the revenues, cost of revenues, gross profits, assets and net loss by Company: For the Year Ended December 31, 2022 Global Stem Meso Cells Group Numismatics Total Revenue $ 1,530,223 $ - $ 1,530,223 Cost of revenue 653,256 - 653,256 Gross profit $ 876,967 $ - $ 876,966 Gross Profit % 57.31 % 0.00 % 57.31 % Assets $ 1,012,318 $ 7,067,955 $ 8,080,273 Net loss $ (399,579 ) $ (5,107,243 ) $ (5,506,822 ) |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Notes Payable [Abstract] | ||
Schedule of Convertible Notes | The balance of the convertible notes as of September 30, 2023 and December 31, 2022 is as follows: September 30, December 31, 2023 2022 Convertible notes payable $ 44,939 $ 57,252 Less: Discount (12,154 ) (19,833 ) Convertible notes payable, net $ 32,785 $ 37,419 | The balance of the convertible notes as of December 31, 2022 and December 31, 2021 is as follows: December 31, December 31, 2022 2021 Convertible notes payable $ 57,252 $ 72,252 Less: Discount 19,833 38,270 Convertible notes payable, net $ 37,419 $ 33,982 |
Schedule of Promissory | The balance of the promissory as of September 30, 2023 and December 31, 2022 is as follows: September 30, December 31, 2023 2022 Promissory notes payable $ 20,229,759 $ 20,229,759 Promissory notes payable-related party 7,800 7,800 Less: Discount (2,854,483 ) (5,117,631 ) Less: Deferred finance costs (24,200 ) (49,132 ) Promissory notes payable, net $ 17,358,876 $ 15,070,796 | The balance of the promissory as of December 31, 2022 and December 31, 2021 is as follows: December 31, December 31, 2022 2021 Promissory notes payable $ 20,237,559 $ 20,243,335 Less: Discount 5,117,631 6,822,622 Less: Deferred finance costs 49,132 82,466 Promissory notes payable, net $ 15,070,796 $ 13,338,247 |
Schedule of Fair Values of the Embedded Convertible Notes Derivatives and Tainted Convertible Notes Using the Lattice Valuation | The Company determined the fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation model with the following assumptions: September 30, 2023 Common stock issuable 236,822 Market value of common stock on measurement date $ 0.0129 Adjusted exercise price $ 0.06 Risk free interest rate 5.20 % Instrument lives in years 1.25 Year Expected volatility 64 % Expected dividend yields None | 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: December 31, 2022 Common stock issuable 365,463 Market value of common stock on measurement date $ 0.019 Adjusted exercise price $ 0.06 Risk free interest rate 4.34 % Instrument lives in years 2.00 Year Expected volatility 79 % Expected dividend yields None |
Schedule of Fair Value of the Derivative Liability | The balance of the fair value of the derivative liability as of September 30, 2023 and December 31, 2022 is as follows: Balance at December 31, 2021 $ 20,442 Additions - Fair value loss (10,856 ) Conversions (2,642 ) Balance at December 31, 2022 6,944 Additions - Fair value gain (2,541 ) Conversions (1,348 ) Balance at September 30, 2023 $ 3,055 | The balance of the fair value of the derivative liability as of December 31, 2022 and December 31, 2021 is as follows: Balance at December 31, 2020 $ - Additions 24,186 Fair value loss (3,744 ) Conversions - Balance at December 31, 2021 20,442 Additions - Fair value gain (13,448 ) Conversions - Balance at December 31, 2022 $ 6,944 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders Equity [Abstract] | ||
Schedule of Warrant Transactions | The following table summarizes the Company’s warrant transactions during the nine months ended September 30, 2023 and the year ended December 31, 2022: Number of Weighted Outstanding at year ended December 31, 2021 103,500,000 $ 0.082 Granted - - Exercised - - Expired - - Outstanding at year ended December 31, 2022 103,500,000 $ 0.082 Granted - - Exercised - - Expired - - Outstanding at quarter ended September 30, 2023 103,500,000 $ 0.082 | The following table summarizes the Company’s warrant transactions during the year ended December 31, 2022 and year ended December 2021: Number of Weighted Outstanding at year ended December 31, 2020 16,000,000 $ 0.030 Granted 87,500,000 0.091 Exercised - - Expired - - Outstanding at year ended December 31, 2021 103,500,000 $ 0.082 Granted - - Exercised - - Expired - - Outstanding at quarter ended December 31, 2022 103,500,000 $ 0.082 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | ||
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: September 30, December 31, Computer, equipment and vehicles (5 year useful life) $ 166,774 $ 149,196 Leasehold improvements (2 year useful life) 217,224 133,208 Less: accumulated depreciation (236,150 ) (96,135 ) Total property and equipment, net $ 147,848 $ 186,269 | Property and equipment, net consisted of the following: December 31, December 31, Computer and office equipment (5 year useful life) $ 149,196 $ 66,445 Leasehold improvements (2 year useful life) 133,208 - Less: accumulated depreciation (96,135 ) (43,536 ) Total property and equipment, net $ 186,269 $ 22,909 |
Intellectual Property (Tables)
Intellectual Property (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Intellectual Property [Abstract] | ||
Schedule of Fair Value of the Intangible Assets | The Fair Value of the intangible assets as of the Valuation Date is reasonably represented as: September 30, December 31, Tradename - Trademarks $ 87,700 $ 87,700 Intellectual Property / Licenses 363,000 363,000 Customer Base 37,000 37,000 Intangible assets 487,700 487,700 Less: accumulated amortization (206,771 ) (133,616 ) Total intangible assets, net $ 280,929 $ 354,084 | The Fair Value of the intangible assets as of the Valuation Date is reasonably represented as: December 31, December 31, Tradename - Trademarks $ 87,700 $ 87,700 Intellectual Property / Licenses 363,000 363,000 Customer Base 37,000 37,000 Intangible assets 487,700 487,700 Less: accumulated amortization (133,616 ) (36,076 ) Total intangible assets, net $ 354,084 $ 451,624 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Operating Leases [Abstract] | ||
Schedule of Undiscounted Cash Payment Obligations for Its Non-Cancelable Lease Liabilities | The following table summarizes the Company’s undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease: 2023 $ 8,142 2024 2,714 2025 — 2026 — 2027 — Total undiscounted cash payments 10,856 Less interest (103 ) Present value of payments $ 10,753 | The following table summarizes the Company’s undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease: 2023 $ 32,568 2024 2,714 2025 - 2026 - 2027 - Total undiscounted cash payments 35,282 Less interest (1,319 ) Present value of payments $ 33,963 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Abstract] | ||
Schedule of Goodwill | The following table summarizes the Company's carrying amount of goodwill during the nine months ended September 30, 2023 and the year ended December 31, 2022: Goodwill Balance at December 31, 2021 $ 5,805,438 Acquisition - Impairment - Balance at December 31, 2022 $ 5,805,438 Acquisition - Impairment (4,125,460 ) Balance at September 30, 2023 $ 1,679,978 | The following table summarizes the Company’s carrying amount of goodwill during the years ended December 31, 2022 and December 31, 2021: Goodwill Balance at December 31, 2020 $ - Acquisition 5,805,438 Impairment - Balance at December 31, 2021 $ 5,805,438 Acquisition - Impairment - Balance at December 31, 2022 $ 5,805,438 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations [Abstract] | |
Schedule of Loss from Discontinued Operations | The following table presents the loss from discontinued operations for the nine months ended September 30, 2022: Revenue $ 24,991 Cost of revenue 23,024 Gross profit 1,967 Operating expenses Advertising and marketing 117 Depreciation and amortization expense 600 General and administrative 1,599 Total operating expenses 2,316 Gain from discontinued operations $ (350 ) |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Acquisition [Abstract] | |
Schedule of Consideration Paid Allocated to the assets and Liabilities | The goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of Global Stem Cells Group, planned growth in new markets, and synergies expected to be achieved from the combined operations of Meso Numismatics, Inc. and Global Stem Cells Group. Description As of August 18, 2021 Cash Payments to GSCG $ 225,000 Fair value of 1,000,000 shares of preferred series AA stock 963,866 Fair value of 8,974 shares of preferred series DD stock 5,038,576 Accounts payable and accrued liabilities 164,252 Note payables 407,588 Due to MESO 250,000 Total consideration $ 7,049,282 Cash and cash equivalents 716,647 Accounts receivable 14,006 Property and equipment, net 25,491 Intangible assets, net 487,700 Total fair value of assets acquired 1,243,844 Consideration paid in excess of fair value (Goodwill) (1) $ 5,805,438 (1) The consideration paid in excess of the net fair value of assets acquired and liabilities assumed has been recognized as goodwill. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Schedule of benefit for income taxes | 2022 Income tax (benefit) $ (1,156,433 ) Non-deductible 353,840 Change in valuation allowance 802,593 Income tax (benefit) per financial statements $ - |
Schedule of deferred income tax assets | December 31, December 31, Deferred Tax Assets: Net operating losses $ 4,421,887 $ 3,619,294 Less valuation allowance (4,421,887 ) (3,619,294 ) Total deferred tax assets $ - $ - |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||
Aug. 18, 2021 | Jul. 02, 2021 | Dec. 31, 2019 | Aug. 04, 2017 | Sep. 30, 2023 | Dec. 31, 2022 | Oct. 28, 2022 | Nov. 03, 2021 | Nov. 16, 2016 | |
Organization and Description of Business [Line Items] | |||||||||
Reverse stock split, description | On July 2, 2018, the Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of 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 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. | |||||||
General and administrative expense | $ 8,200,000 | ||||||||
Series BB Preferred Stock [Member] | |||||||||
Organization and Description of Business [Line Items] | |||||||||
Series BB Preferred Stock [Member] (in Shares) | 81,043 | 25,000 | |||||||
Lans Holdings Inc [Member] | |||||||||
Organization and Description of Business [Line Items] | |||||||||
Escrow amount | $ 8,200,000 | ||||||||
Lans Holdings Inc [Member] | Common Stock [Member] | |||||||||
Organization and Description of Business [Line Items] | |||||||||
Escrow amount | $ 8,200,000 | 8,200,000 | |||||||
Business Combination [Member] | |||||||||
Organization and Description of Business [Line Items] | |||||||||
Ownership interest, percentage | 100% | 100% | |||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||||
Organization and Description of Business [Line Items] | |||||||||
Shares of Series DD Preferred Stock | $ 50,000 | ||||||||
Gain on discontinued operations | 68,313 | ||||||||
Outstanding liabilities amount | $ 66,255 | ||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Series AA Preferred Stock [Member] | |||||||||
Organization and Description of Business [Line Items] | |||||||||
Purchase price (in Shares) | 1,000,000 | ||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Series DD Preferred Stock [Member] | |||||||||
Organization and Description of Business [Line Items] | |||||||||
Purchase price (in Shares) | 8,974 | ||||||||
Shares of Series DD Preferred Stock | $ 225,000 | ||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Mr Melvin Pereira [Member] | |||||||||
Organization and Description of Business [Line Items] | |||||||||
Agreed to sell | 100% | ||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Lans Holdings Inc [Member] | Series CC Preferred Stock [Member] | |||||||||
Organization and Description of Business [Line Items] | |||||||||
Purchase price (in Shares) | 1,000 | 1,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Summary of Significant Accounting Policies [Abstract] | ||||
Federal deposit insurance | $ 250,000 | $ 250,000 | ||
Allowance for doubtful accounts | 0 | 0 | $ 0 | |
Accumulated deficit | (61,734,094) | (52,176,465) | [1] | $ (46,669,643) |
Working capital deficit | $ 23,243,793 | $ 10,304,670 | ||
[1]Derived from audited information |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Weighted Average Diluted Shares - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Weighted Average Diluted Shares [Line Items] | |||
Anti dilutive | 143,184,105 | 143,312,746 | 141,222,770 |
Convertible Notes Outstanding [Member] | |||
Schedule of Weighted Average Diluted Shares [Line Items] | |||
Anti dilutive | 236,822 | 365,463 | 75,710 |
Convertible Preferred Stock Outstanding [Member] | |||
Schedule of Weighted Average Diluted Shares [Line Items] | |||
Anti dilutive | 39,447,283 | 39,447,283 | 37,647,060 |
Shares Underlying Warrants Outstanding [Member] | |||
Schedule of Weighted Average Diluted Shares [Line Items] | |||
Anti dilutive | 103,500,000 | 103,500,000 | 103,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Fair Value Hierarchy for Assets and Liabilities - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Fair Value Hierarchy for Assets and Liabilities [Line Items] | ||||
Derivative liability | $ 3,055 | $ 6,944 | [1] | $ 20,442 |
Total | 3,055 | 6,944 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Schedule of Fair Value Hierarchy for Assets and Liabilities [Line Items] | ||||
Derivative liability | ||||
Total | ||||
Fair Value, Inputs, Level 2 [Member] | ||||
Schedule of Fair Value Hierarchy for Assets and Liabilities [Line Items] | ||||
Derivative liability | ||||
Total | ||||
Fair Value, Inputs, Level 3 [Member] | ||||
Schedule of Fair Value Hierarchy for Assets and Liabilities [Line Items] | ||||
Derivative liability | 3,055 | 6,944 | ||
Total | $ 3,055 | $ 6,944 | ||
[1]Derived from audited information |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of Revenue by Product Category - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from External Customer [Line Items] | ||||||
Total revenue | $ 646,828 | $ 367,697 | $ 1,794,385 | $ 963,967 | $ 1,530,223 | $ 437,887 |
Training [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total revenue | 462,277 | 199,672 | 279,404 | 112,970 | ||
Product supplies [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total revenue | 981,756 | 552,634 | 866,104 | 209,706 | ||
Equipment [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total revenue | 155,480 | 211,664 | 163,460 | $ 115,211 | ||
Patient procedures [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total revenue | $ 194,872 | $ 221,255 |
Revenue Recognition (Details)_2
Revenue Recognition (Details) - Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Loss [Abstract] | |||||||
Revenue | $ 646,828 | $ 367,697 | $ 1,794,385 | $ 963,967 | $ 1,530,223 | $ 437,887 | |
Cost of revenue | 196,535 | 102,779 | 553,467 | 445,814 | 653,256 | 287,750 | |
Gross profit | 450,294 | 264,919 | $ 1,240,919 | 518,153 | 876,967 | 150,137 | |
Gross Profit % | 69.16% | ||||||
Assets | 3,314,778 | $ 3,314,778 | 8,080,273 | [1] | 9,305,566 | ||
Net loss | (5,857,159) | $ (1,344,383) | (9,557,629) | $ (4,514,412) | (5,506,822) | $ (12,884,480) | |
Global Stem Cells Group [Member] | |||||||
Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Loss [Abstract] | |||||||
Revenue | 1,794,385 | ||||||
Cost of revenue | 553,467 | 653,256 | |||||
Gross profit | $ 1,240,919 | ||||||
Gross Profit % | 69.16% | ||||||
Assets | 937,265 | $ 937,265 | |||||
Net loss | (253,826) | ||||||
Meso Numismatics [Member] | |||||||
Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Loss [Abstract] | |||||||
Revenue | |||||||
Cost of revenue | |||||||
Gross profit | |||||||
Gross Profit % | 0% | ||||||
Assets | $ 2,377,513 | $ 2,377,513 | |||||
Net loss | $ (9,303,803) | ||||||
[1]Derived from audited information |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 20, 2021 | Aug. 18, 2021 | Jun. 22, 2021 | Jan. 06, 2021 | Dec. 09, 2020 | Dec. 07, 2020 | Dec. 31, 2019 | Dec. 03, 2019 | Nov. 25, 2019 | Aug. 04, 2017 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2015 | Jan. 08, 2019 | ||
Notes payable [Line Items] | ||||||||||||||||||
Price per share (in Dollars per share) | $ 1.2 | |||||||||||||||||
Aggregate amount | $ 97,252 | |||||||||||||||||
Company payments | $ 9,850 | $ 15,000 | ||||||||||||||||
Debt discount amortization expense | 7,679 | 18,437 | ||||||||||||||||
Outstanding convertible notes | 9,850 | 15,000 | $ 25,000 | |||||||||||||||
Maturity date | 3 years | 3 years | 1 year | 2 years | 4 years | 17 years | ||||||||||||
Premium Interest percentage | 20% | |||||||||||||||||
Default penalty | $ 5,379,624 | |||||||||||||||||
Unpaid interest on convertible notes | $ 5,379,624 | |||||||||||||||||
Cashless warrants purchased (in Shares) | 7,500,000 | 70,000,000 | 10,000,000 | 1,000,000 | 15,000,000 | |||||||||||||
Aggregate principal amount | $ 5,379,624 | |||||||||||||||||
Promissory note bear interest | 15% | 15% | ||||||||||||||||
Exercise price per shares (in Dollars per share) | $ 0.085 | $ 0.1 | $ 0.03 | $ 0.03 | $ 0.03 | |||||||||||||
Warrants issued (in Shares) | 7,500,000 | 70,000,000 | 10,000,000 | 1,000,000 | 15,000,000 | 15,000,000 | ||||||||||||
Debt amount | $ 360,607 | $ 5,465,726 | $ 237,811 | $ 17,491 | $ 262,376 | 237,811 | $ 262,376 | |||||||||||
Promissory debentures lender amount | 1,100,000 | 11,600,000 | 1,000,000 | 110,000 | 84,000 | |||||||||||||
Lender had advanced | 1,000,000 | 10,500,000 | 900,000 | 100,000 | ||||||||||||||
Net of discount | $ 100,000 | $ 1,100,000 | $ 100,000 | $ 10,000 | ||||||||||||||
Annual interest rate | 12% | 12% | 15% | 15% | ||||||||||||||
Original loan amount | $ 20,991 | |||||||||||||||||
Interest rate | 8.99% | |||||||||||||||||
Interest monthly payments | $ 504.94 | 504.94 | ||||||||||||||||
Accrued interest | 4,657,529 | $ 22,162 | ||||||||||||||||
Premium percent | 5% | |||||||||||||||||
Premium amount | $ 111,470 | |||||||||||||||||
Bear interest rate | 15% | 12% | 12% | |||||||||||||||
Outstanding loans | 7,958 | 7,958 | ||||||||||||||||
Unamortized discount | 0 | 139 | ||||||||||||||||
Cash payment | 0 | 5,776 | $ 1,812 | |||||||||||||||
Interest expense | 2,898,155 | 1,781,394 | ||||||||||||||||
Amortization expense | 2,288,079 | 1,738,327 | 874,476 | |||||||||||||||
Outstanding promissory notes payable | $ 20,237,559 | 20,237,559 | 20,243,335 | |||||||||||||||
Shares exchanged principal | $ 5,379,624 | |||||||||||||||||
Exchanged shares (in Shares) | 81,043 | |||||||||||||||||
Payments on the outstanding convertible notes | 15,000 | 25,000 | ||||||||||||||||
Amortization expense | 18,437 | 19,482 | ||||||||||||||||
Maturity year | 1 year | |||||||||||||||||
Premium paid rate | 20% | |||||||||||||||||
Aggregate loan balances outstanding | 5,379,624 | 5,379,624 | ||||||||||||||||
Unamortized discount | $ 81,700 | $ 169,168 | ||||||||||||||||
Common stock shares (in Shares) | 14,046,252 | 14,046,252 | [1] | 13,687,439 | ||||||||||||||
Shares purchased (in Shares) | 15,000,000 | |||||||||||||||||
Advanced total | $ 1,000,000 | $ 10,500,000 | $ 900,000 | $ 100,000 | ||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Outstanding loan | $ 0 | $ 0 | ||||||||||||||||
Outstanding shares rate | 100% | |||||||||||||||||
Investor for proceeds | $ 400,000 | |||||||||||||||||
Revenues percentage | 7.75% | |||||||||||||||||
Accrued interest | 344,844 | 205,779 | $ 87,185 | |||||||||||||||
Aggregate loan balances outstanding | 400,000 | 400,000 | ||||||||||||||||
Derivatives Liabilities [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Unpaid interest on convertible notes | $ 5,379,624 | |||||||||||||||||
Cashless warrants purchased (in Shares) | 15,000,000 | |||||||||||||||||
Shares exchanged principal | $ 5,379,624 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Exercise price per shares (in Dollars per share) | $ 0.085 | $ 0.1 | $ 0.033 | $ 0.03 | ||||||||||||||
Promissory Notes Payable [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Unpaid interest on convertible notes | $ 5,379,624 | |||||||||||||||||
Interest expense | 2,423,092 | 2,898,155 | ||||||||||||||||
Promissory debentures [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Outstanding loan | 110,000 | 110,000 | ||||||||||||||||
Unamortized discount | 2,009 | 8,611 | ||||||||||||||||
Aggregate loan balances outstanding | 110,000 | 110,000 | ||||||||||||||||
Unamortized discount | 8,611 | 17,776 | ||||||||||||||||
Promissory debentures [Member] | Warrant [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Outstanding loan | 1,000,000 | 1,000,000 | ||||||||||||||||
Unamortized discount | 0 | 0 | ||||||||||||||||
Promissory Debentures Two [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Outstanding loan | 11,600,000 | 11,600,000 | ||||||||||||||||
Unamortized discount | 2,622,545 | 4,707,853 | ||||||||||||||||
Aggregate loan balances outstanding | 11,600,000 | 11,600,000 | ||||||||||||||||
Unamortized discount | 4,707,853 | 6,235,095 | ||||||||||||||||
Promissory Debentures Four [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Outstanding loan | 1,100,000 | 1,100,000 | ||||||||||||||||
Unamortized discount | 223,639 | 350,416 | ||||||||||||||||
Aggregate loan balances outstanding | 1,100,000 | 1,100,000 | ||||||||||||||||
Unamortized discount | 350,416 | 445,140 | ||||||||||||||||
Promissory Debentures Six [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Outstanding loan | 111,470 | 111,470 | ||||||||||||||||
Unamortized discount | 0 | 1,950 | ||||||||||||||||
Aggregate loan balances outstanding | 111,470 | 111,470 | ||||||||||||||||
Unamortized discount | 1,950 | 5,308 | ||||||||||||||||
Promissory Debentures One [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Aggregate loan balances outstanding | 1,000,000 | 1,000,000 | ||||||||||||||||
Unamortized discount | 0 | 8,090 | ||||||||||||||||
Promissory Debentures Three [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Aggregate loan balances outstanding | 0 | 5,776 | ||||||||||||||||
Promissory Debentures Five [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Aggregate loan balances outstanding | 7,958 | 7,958 | ||||||||||||||||
Unamortized discount | 139 | 379 | ||||||||||||||||
Series BB Preferred Stock [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
(in Shares) | 81,043 | 25,000 | ||||||||||||||||
Shares exchange (in Shares) | 276,723 | 6,500 | ||||||||||||||||
Series BB Preferred Stock [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Remaining shares (in Shares) | 6,500 | |||||||||||||||||
CEO [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Converted shares (in Shares) | 18,500 | |||||||||||||||||
Common stock (in Shares) | 250,999 | |||||||||||||||||
Common stock shares (in Shares) | 250,999 | |||||||||||||||||
Promissory note | $ 7,800 | |||||||||||||||||
Short-Term Investments [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Outstanding loan | 400,000 | 400,000 | ||||||||||||||||
Promissory Notes Payable [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Aggregate amount | $ 332,068 | |||||||||||||||||
Outstanding loan | 5,379,624 | 5,379,624 | ||||||||||||||||
Aggregate promissory notes | $ 332,068 | |||||||||||||||||
Unamortized discount | 20,427 | 81,700 | ||||||||||||||||
Cashless warrants purchased (in Shares) | 15,000,000 | |||||||||||||||||
Accrued interest | 4,657,529 | 1,878,251 | ||||||||||||||||
Exchanged shares (in Shares) | 276,723 | |||||||||||||||||
Aggregate loan balances outstanding | 398,482 | 398,482 | ||||||||||||||||
Unamortized discount | 16,083 | 24,133 | ||||||||||||||||
Promissory Notes Payable [Member] | Promissory debentures [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Maturity date | 17 months | |||||||||||||||||
Promissory debentures lender amount | 6,000 | |||||||||||||||||
Accrued interest | $ 1,578 | |||||||||||||||||
Premium percent | 5% | |||||||||||||||||
Premium amount | $ 7,958 | |||||||||||||||||
Bear interest rate | 12% | |||||||||||||||||
Promissory Notes Payable [Member] | Series BB Preferred Stock [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
(in Shares) | 276,723 | |||||||||||||||||
Outstanding loan | 398,482 | 398,482 | ||||||||||||||||
Unamortized discount | 10,062 | 16,083 | ||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Unamortized discount | 12,154 | 19,833 | $ 38,270 | |||||||||||||||
Accrued interest | 7,080,621 | 0 | 251,144 | |||||||||||||||
Business Combination [Member] | Series BB Preferred Stock [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Percentage of acquire | 100% | |||||||||||||||||
Business Combination [Member] | CEO [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Share issuance of common stock (in Shares) | 25,000 | |||||||||||||||||
Digital Arts Media Network [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Price per share (in Dollars per share) | $ 1.2 | |||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10% | |||||||||||||||||
Maturity date | 1 year | |||||||||||||||||
Outstanding loan | 130,025 | 130,025 | 130,025 | |||||||||||||||
Accrued interest | $ 102,325 | 92,600 | ||||||||||||||||
Accrued interest | 92,600 | $ 79,598 | ||||||||||||||||
Bear interest rate | 10% | |||||||||||||||||
Related Party [Member] | CEO [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Promissory note related party | $ 7,800 | $ 7,800 | ||||||||||||||||
Global Stem Cell Group, Inc [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Outstanding shares rate | 100% | |||||||||||||||||
Benito Novas [Member] | ||||||||||||||||||
Notes payable [Line Items] | ||||||||||||||||||
Acquired amount | $ 45,000 | |||||||||||||||||
[1]Derived from audited information |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of Convertible Notes - Convertible Notes [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Notes Payable (Details) - Schedule of Convertible Notes [Line Items] | |||
Convertible notes payable | $ 44,939 | $ 57,252 | $ 72,252 |
Less: Discount | (12,154) | (19,833) | (38,270) |
Convertible notes payable, net | $ 32,785 | $ 37,419 | $ 33,982 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of Promissory - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Promissory [Abstract] | ||
Promissory notes payable | $ 20,229,759 | $ 20,229,759 |
Promissory notes payable-related party | 7,800 | 7,800 |
Less: Discount | (2,854,483) | (5,117,631) |
Less: Deferred finance costs | (24,200) | (49,132) |
Promissory notes payable, net | $ 17,358,876 | $ 15,070,796 |
Notes Payable (Details) - Sch_3
Notes Payable (Details) - Schedule of Fair Values of the Embedded Convertible Notes Derivatives and Tainted Convertible Notes Using the Lattice Valuation - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Fair Values of The Embedded Convertible Notes Derivatives and Tainted Convertible Notes Using ALattice Valuation [Abstract] | ||
Common stock issuable (in Shares) | 236,822 | |
Market value of common stock on measurement date (in Dollars per share) | $ 0.0129 | |
Adjusted exercise price (in Dollars per share) | $ 0.06 | |
Risk free interest rate | 5.20% | 4.34% |
Instrument lives in years | 1 year 3 months | |
Expected volatility | 64% | 79% |
Expected dividend yields |
Notes Payable (Details) - Sch_4
Notes Payable (Details) - Schedule of Fair Value of the Derivative Liability - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Fair Value of The Derivative Liability [Abstract] | ||
Beginning Balance | $ 6,944 | $ 20,442 |
Additions | ||
Fair value gain (loss) | (2,541) | (10,856) |
Conversions | (1,348) | (2,642) |
Ending Balance | $ 3,055 | $ 6,944 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||
Nov. 30, 2022 | May 05, 2022 | Mar. 23, 2022 | Feb. 18, 2022 | Jan. 01, 2022 | Sep. 20, 2021 | Sep. 20, 2021 | Aug. 19, 2021 | Aug. 18, 2021 | Jul. 02, 2021 | Jul. 02, 2021 | Jun. 22, 2021 | Jun. 22, 2021 | Apr. 16, 2021 | Feb. 24, 2021 | Jan. 06, 2021 | Jan. 06, 2021 | Dec. 31, 2019 | Nov. 26, 2019 | Aug. 04, 2017 | May 02, 2014 | Aug. 18, 2021 | Mar. 31, 2021 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 23, 2021 | Jun. 28, 2021 | Dec. 07, 2020 | Jun. 26, 2020 | Dec. 03, 2019 | Mar. 29, 2017 | Mar. 31, 2016 | Jul. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Shares authorized | 6,500,000,000 | 6,500,000,000 | [1] | 6,500,000,000 | ||||||||||||||||||||||||||||||||||||
Common stock issued for consulting services (in Dollars) | $ 30,000 | $ 30,000 | ||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 14,046,252 | 14,046,252 | [1] | 13,687,439 | ||||||||||||||||||||||||||||||||||||
Common stock,shares outstanding | 12,443,938 | 12,443,938 | [1] | 12,085,125 | ||||||||||||||||||||||||||||||||||||
Exercise price per warrant (in Dollars per share) | $ 0.085 | $ 0.085 | $ 0.1 | $ 0.1 | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.03 | ||||||||||||||||||||||||||||||||
Issuance of warrants | 7,500,000 | 7,500,000 | 70,000,000 | 70,000,000 | 10,000,000 | 10,000,000 | 16,000,000 | |||||||||||||||||||||||||||||||||
Warrants issued for debt (in Dollars) | $ 360,607 | $ 360,607 | $ 5,465,726 | $ 5,465,726 | $ 237,811 | $ 237,811 | ||||||||||||||||||||||||||||||||||
Risk free interest rate | 5.20% | 4.34% | ||||||||||||||||||||||||||||||||||||||
Expected life | 1 year 3 months | |||||||||||||||||||||||||||||||||||||||
Expected dividend rate | ||||||||||||||||||||||||||||||||||||||||
Expected volatility | 64% | 79% | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||||
Aggregate vote percentage | 67% | |||||||||||||||||||||||||||||||||||||||
Monthly based annual rate (in Dollars) | $ 90,000 | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Stock Splits | 448 | 448 | 896 | 896 | ||||||||||||||||||||||||||||||||||||
Other expenses (in Dollars) | $ 503,552 | $ 503,552 | ||||||||||||||||||||||||||||||||||||||
Common stock settlement amount (in Dollars) | $ 213,109 | |||||||||||||||||||||||||||||||||||||||
Final payment (in Dollars) | $ 225,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||
Convertible common stock description | The Series AA Preferred shares issued on August 18, 2021, were valued based upon industry specific control premiums and the Company’s market cap at the time of the transaction. The $963,866 value of the 1,000,000 shares of Series AA Super Voting Preferred Stock issued to Benito Novas were valued based on a calculation by a third party independent valuation specialist. | |||||||||||||||||||||||||||||||||||||||
Payment amount (in Dollars) | $ 50,000 | $ 225,000 | ||||||||||||||||||||||||||||||||||||||
Professional service consulting description | In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on annual rate of $90,000, starting January 1, 2022. Additionally, the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued February 18, 2022. | |||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Share issued for consulting services | 358,813 | 122,663 | ||||||||||||||||||||||||||||||||||||||
Common stock issued for consulting services (in Dollars) | $ 358 | $ 123 | ||||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Exercise price per warrant (in Dollars per share) | $ 0.085 | $ 0.085 | $ 0.1 | $ 0.1 | $ 0.033 | $ 0.033 | ||||||||||||||||||||||||||||||||||
Warrants expire year | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | |||||||||||||||||||||||||||||||||
Issuance of warrants | 7,500,000 | 70,000,000 | 10,000,000 | 16,000,000 | ||||||||||||||||||||||||||||||||||||
Warrants issued for debt (in Dollars) | $ 279,867 | |||||||||||||||||||||||||||||||||||||||
Expected life | 3 years | 3 years | ||||||||||||||||||||||||||||||||||||||
Expected dividend rate | 0% | 0% | ||||||||||||||||||||||||||||||||||||||
2022 Transactions [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Share issued for consulting services | 193,050 | 89,485 | 76,278 | |||||||||||||||||||||||||||||||||||||
Common stock issued for consulting services (in Dollars) | $ 10,000 | $ 10,000 | $ 10,000 | |||||||||||||||||||||||||||||||||||||
Common stock shares issued | 12,085,125 | |||||||||||||||||||||||||||||||||||||||
2021 Transactions [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Share issued for consulting services | 33,772 | 36,232 | ||||||||||||||||||||||||||||||||||||||
Common stock issued for consulting services (in Dollars) | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 52,659 | 1,092,866 | ||||||||||||||||||||||||||||||||||||||
Common stock settlement amount (in Dollars) | $ 10,000 | $ 213,109 | ||||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 12,443,938 | |||||||||||||||||||||||||||||||||||||||
S & M Chuah Enterprises Ltd [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Series AA super voting preferred stock exchange, description | 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. | |||||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Shares authorized | 1,500,000,000 | 500,000,000 | 200,000,000 | |||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 0.20% | |||||||||||||||||||||||||||||||||||||||
Expected volatility | 411.72% | |||||||||||||||||||||||||||||||||||||||
Minimum [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 0.20% | |||||||||||||||||||||||||||||||||||||||
Expected volatility | 338.36% | |||||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Shares authorized | 6,500,000,000 | 1,500,000,000 | 500,000,000 | |||||||||||||||||||||||||||||||||||||
Maximum [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 0.45% | |||||||||||||||||||||||||||||||||||||||
Expected volatility | 394.78% | |||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Granted shares | 7,500,000 | 7,500,000 | 70,000,000 | 70,000,000 | 10,000,000 | 10,000,000 | 16,000,000 | |||||||||||||||||||||||||||||||||
Exercise price per warrant (in Dollars per share) | $ 0.085 | $ 0.085 | $ 0.1 | $ 0.1 | $ 0.033 | $ 0.033 | $ 0.03 | |||||||||||||||||||||||||||||||||
Warrants expire year | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | 3 years | |||||||||||||||||||||||||||||||||
Warrants issued for debt (in Dollars) | $ 279,867 | |||||||||||||||||||||||||||||||||||||||
Risk free interest rate | 0.20% | |||||||||||||||||||||||||||||||||||||||
Expected life | 3 years | 3 years | ||||||||||||||||||||||||||||||||||||||
Expected dividend rate | 0% | 0% | ||||||||||||||||||||||||||||||||||||||
Expected volatility | 411.72% | |||||||||||||||||||||||||||||||||||||||
Risk free interest rate minimum | 0.20% | |||||||||||||||||||||||||||||||||||||||
Risk free interest rate maximum | 0.45% | |||||||||||||||||||||||||||||||||||||||
Volatility minimum | 338.36% | |||||||||||||||||||||||||||||||||||||||
Volatility maximum | 394.78% | |||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 12,443,938 | 12,443,938 | ||||||||||||||||||||||||||||||||||||||
Common stock,shares outstanding | 12,443,938 | 12,443,938 | ||||||||||||||||||||||||||||||||||||||
Series AA Super Voting Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 11,000,000 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||
Shares issued | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Aggregate vote percentage | 67% | |||||||||||||||||||||||||||||||||||||||
Increase in authorized shares | 1,050,000 | |||||||||||||||||||||||||||||||||||||||
Repurchase of shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Aggregate purchase price (in Dollars) | $ 160,000 | |||||||||||||||||||||||||||||||||||||||
Preferred stock value | 166,795 | |||||||||||||||||||||||||||||||||||||||
Preferred shares issued | 50,000 | 1,050,000 | 1,050,000 | |||||||||||||||||||||||||||||||||||||
Votes per preferred share | 10,000 | |||||||||||||||||||||||||||||||||||||||
Common stock, voting rights | one | |||||||||||||||||||||||||||||||||||||||
Averages transactions percentage | 30% | |||||||||||||||||||||||||||||||||||||||
Preferred shares outstanding | 1,050,000 | 1,050,000 | ||||||||||||||||||||||||||||||||||||||
Preferred stock designated, authorizing | (11,000,000) | |||||||||||||||||||||||||||||||||||||||
Preferred stock designated, per share value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||||
Series AA super voting preferred stock exchange, description | The $166,795 value of the 50,000 shares of Series AA Super Voting Preferred Stock to Mr. David Christensen is based on the 10,000 votes per preferred share to one vote per common share. Valuation based on definition of control premium is defined as the price to which a willing buyer and willing seller would agree in any arms-length transaction to acquire control of the Company. The premium paid above the market value of the company is real economic benefit to controlling the Company. Historically, the average control premium applied in M&A transactions averages approximately 30%, which represents the value of control. | |||||||||||||||||||||||||||||||||||||||
Aggregate total purchase price (in Dollars) | $ 160,000 | |||||||||||||||||||||||||||||||||||||||
Purchase shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Series AA Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,050,000 | 1,050,000 | [1] | 1,050,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | [1] | $ 0.001 | ||||||||||||||||||||||||||||||||||||
Preferred shares issued | 1,050,000 | 1,050,000 | [1] | 1,050,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock value (in Dollars) | $ 1,050 | $ 1,050 | [1] | $ 1,050 | ||||||||||||||||||||||||||||||||||||
Preferred shares outstanding | 1,050,000 | 1,050,000 | [1] | 1,050,000 | ||||||||||||||||||||||||||||||||||||
Purchase Agreement Shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Series DD Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000 | 10,000 | [1] | 10,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | [1] | $ 0.001 | ||||||||||||||||||||||||||||||||||||
Preferred shares issued | 9,870 | 9,870 | [1] | 9,422 | ||||||||||||||||||||||||||||||||||||
Preferred stock value (in Dollars) | $ 10 | $ 10 | [1] | $ 10 | ||||||||||||||||||||||||||||||||||||
Preferred shares outstanding | 9,870 | 9,870 | [1] | 9,422 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Stock Splits | 448 | 896 | ||||||||||||||||||||||||||||||||||||||
Series BB Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||||
Preferred shares outstanding | 276,723 | 276,723 | 6,500 | |||||||||||||||||||||||||||||||||||||
Preferred stock liquidation value (in Dollars) | $ 1 | |||||||||||||||||||||||||||||||||||||||
Number of shares issued | 81,043 | 25,000 | ||||||||||||||||||||||||||||||||||||||
Returned and cancelled | 279,146 | |||||||||||||||||||||||||||||||||||||||
Preferred stock designated, authorizing | (1,000,000) | |||||||||||||||||||||||||||||||||||||||
Preferred stock designated, per share value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||||
Preferred stock liquidation value (in Dollars per share) | $ 1 | |||||||||||||||||||||||||||||||||||||||
Conversion of preferred stock, description | As of December 31, 2019, 81,043 Preferred Series BB shares were exchanged for an aggregate of $97,252 convertible notes and 276,723 Preferred Series BB shares were exchanged for an aggregate of $332,068 promissory notes of which 78,620 were returned and cancelled and 279,146 were still outstanding at December 31, 2020. During the three months ended March 31, 2021, the remaining 279,146 were returned and cancelled. | |||||||||||||||||||||||||||||||||||||||
Series DD Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||||
Preferred shares issued | 9,870 | 9,422 | ||||||||||||||||||||||||||||||||||||||
Preferred shares outstanding | 9,870 | 9,422 | ||||||||||||||||||||||||||||||||||||||
Number of shares issued | 896 | 448 | ||||||||||||||||||||||||||||||||||||||
Aggregate value (in Dollars) | $ 503,072 | |||||||||||||||||||||||||||||||||||||||
Conversion price, per share (in Dollars per share) | $ 3.17 | $ 3.17 | ||||||||||||||||||||||||||||||||||||||
Common stock conversion price (in Dollars per share) | $ 3.17 | |||||||||||||||||||||||||||||||||||||||
Consideration paid (in Dollars) | $ 251,536 | |||||||||||||||||||||||||||||||||||||||
Purchase shares | 8,974 | |||||||||||||||||||||||||||||||||||||||
Conversion of preferred stock, description | On November 26, 2019, the Company filed with the Secretary of State with Nevada an amendment to the Company’s Articles of Incorporation, authorizing ten thousand (10,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series DD Convertible Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof. | |||||||||||||||||||||||||||||||||||||||
Convertible preferred stock descriptions | The $5,038,576 value of the 8,974 shares of Series DD Convertible Preferred Stock to Benito Novas is based on converting into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The $5,038,576 value of the 8,974 shares of Series DD Convertible Preferred Stock represents the fair value of the consideration paid allocated to the assets and liabilities acquired from Global Stem Cells Group Inc. | |||||||||||||||||||||||||||||||||||||||
Convertible preferred stock description | The $503,072 value of the 896 shares of Series DD Convertible Preferred Stock is based on converting into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. The $251,536 value of the 448 shares of Series DD Convertible Preferred Stock was recorded as stock payable at December 31, 2021 and issued on February 18, 2022. | |||||||||||||||||||||||||||||||||||||||
Preferred Series DD Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Stock Splits | 448 | |||||||||||||||||||||||||||||||||||||||
Purchase Agreement Shares | 8,974 | |||||||||||||||||||||||||||||||||||||||
Current Director and President [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Granted shares | 50,000 | |||||||||||||||||||||||||||||||||||||||
Current Director and President [Member] | Series AA Super Voting Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Granted shares | 50,000 | |||||||||||||||||||||||||||||||||||||||
Convertible Debt [Member] | Series BB Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 81,043 | |||||||||||||||||||||||||||||||||||||||
Aggregate value (in Dollars) | $ 97,252 | |||||||||||||||||||||||||||||||||||||||
Promissory Notes Payable [Member] | Series BB Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 276,723 | |||||||||||||||||||||||||||||||||||||||
Aggregate value (in Dollars) | $ 332,068 | |||||||||||||||||||||||||||||||||||||||
Returned and cancelled | 78,620 | |||||||||||||||||||||||||||||||||||||||
Number of share outstanding | 279,146 | |||||||||||||||||||||||||||||||||||||||
Global Stem Cell Group, Inc [Member] | Series DD Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 8,974 | |||||||||||||||||||||||||||||||||||||||
Consideration paid (in Dollars) | $ 5,038,576 | |||||||||||||||||||||||||||||||||||||||
Benito Novas [Member] | Series AA Super Voting Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred shares issued | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Benito Novas [Member] | Series AA Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Granted shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Preferred shares issued | 1,050,000 | |||||||||||||||||||||||||||||||||||||||
Preferred stock value (in Dollars) | $ 963,866 | |||||||||||||||||||||||||||||||||||||||
Preferred shares outstanding | 1,050,000 | |||||||||||||||||||||||||||||||||||||||
Benito Novas [Member] | Series DD Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 8,974 | |||||||||||||||||||||||||||||||||||||||
Aggregate value (in Dollars) | $ 5,038,576 | |||||||||||||||||||||||||||||||||||||||
Common stock conversion price (in Dollars per share) | $ 3.17 | |||||||||||||||||||||||||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Purchase price (in Dollars) | 50,000 | |||||||||||||||||||||||||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Series AA Super Voting Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Purchase price (in Dollars) | 50,000 | |||||||||||||||||||||||||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Series DD Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Purchase price (in Dollars) | $ 225,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Series AA Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Series AA Preferred Stock [Member] | Series AA Super Voting Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Series AA Preferred Stock [Member] | Series DD Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Series DD Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 8,974 | |||||||||||||||||||||||||||||||||||||||
Purchase price (in Dollars) | $ 225,000 | |||||||||||||||||||||||||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Series DD Preferred Stock [Member] | Series AA Super Voting Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 8,974 | |||||||||||||||||||||||||||||||||||||||
Purchase price (in Dollars) | $ 225,000 | |||||||||||||||||||||||||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Preferred Series DD Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 8,974 | |||||||||||||||||||||||||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | Preferred Series DD Stock [Member] | Series DD Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of shares issued | 8,974 | |||||||||||||||||||||||||||||||||||||||
[1]Derived from audited information |
Stockholders Equity (Details) -
Stockholders Equity (Details) - Schedule of Warrant Transactions - Warrants [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Number of Warrants, Outstanding Beginning balance | 103,500,000 | 103,500,000 |
Weighted Average Exercise Price, Outstanding Beginning balance | $ 0.082 | $ 0.082 |
Number of Warrants, Granted | ||
Weighted Average Exercise Price, Granted | ||
Number of Warrants, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Warrants, Expired | ||
Weighted Average Exercise Price, Expired | ||
Number of Warrants, Outstanding Ending balance | 103,500,000 | 103,500,000 |
Weighted Average Exercise Price, Outstanding Ending balance | $ 0.082 | $ 0.082 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Feb. 18, 2022 | Jan. 01, 2022 | Nov. 03, 2021 | Aug. 18, 2021 | Jan. 08, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||
Compensated monthly based on an annual rate | $ 90,000 | |||||||||||
Stock splits (in Shares) | 448 | 448 | 896 | 896 | ||||||||
Consulting services | $ 22,500 | $ 22,500 | $ 67,500 | $ 67,500 | $ 90,000 | $ 563,072 | ||||||
Stock purchase agreement percentage | 100% | |||||||||||
Loan amount interest term | 48 years | |||||||||||
Payment for loan | $ 504.94 | |||||||||||
Consulting services | 90,000 | 60,000 | ||||||||||
Escrow amount | $ 8,200,000 | |||||||||||
Original loan amount | $ 20,991 | 250,000 | ||||||||||
Outstanding auto loan | 0 | $ 0 | ||||||||||
Aggregate amount | $ 101,175 | 200,390 | ||||||||||
Enterprise Technology Consulting [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Company owned percentage | 100% | 100% | ||||||||||
Stock Purchase Agreement [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Stock purchase agreement percentage | 100% | |||||||||||
Original loan amount | $ 20,991 | |||||||||||
Loan amount interest term | 48 years | |||||||||||
Payment for loan | $ 504.94 | |||||||||||
Outstanding auto loan | $ 0 | $ 0 | $ 0 | |||||||||
Enterprise Technology Consulting [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Company owned percentage | 100% | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Consulting services | 67,500 | $ 90,000 | ||||||||||
Benito Novas [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Loan interest percentage | 8.99% | |||||||||||
Benito Novas [Member] | Stock Purchase Agreement [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Interest | 8.99% | |||||||||||
Benito Novas [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Consulting services | $ 179,219 | $ 200,390 | ||||||||||
Cash acquired | $ 45,000 | |||||||||||
Benito Novas [Member] | Stock Purchase Agreement [Member] | ||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||
Related auto loan | $ 45,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 28, 2021 USD ($) shares | Jun. 23, 2021 USD ($) shares | Jun. 30, 2021 USD ($) | Sep. 30, 2023 USD ($) m² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) m² | Dec. 31, 2017 USD ($) | May 12, 2015 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | ||||||||
Asset disposition payment | 27.50% | 27.50% | ||||||
Area of land held (in Square Meters) | m² | 1,647 | 1,647 | ||||||
Monthly rent | $ 2,714 | $ 2,714 | ||||||
Security deposit | 5,588 | $ 5,588 | ||||||
Monthly rent | $ 41,164 | $ 44,097 | 2,714 | |||||
Accounts payable | $ 282,500 | |||||||
Cash paid common stock | $ 300,000 | |||||||
Issued shares of common stock (in Shares) | shares | 1,092,866 | |||||||
Common stock settlement amount | $ 213,109 | |||||||
Outstanding balance | $ 0 | |||||||
Rent expense | $ 44,097 | |||||||
Settlement Agreement [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Accounts payable | $ 282,000 | |||||||
Sale of stock consideration in cash | $ 300,000 | |||||||
Shares of common stock issued (in Shares) | shares | 1,092,866 | |||||||
Common stock amount | $ 213,109 | |||||||
Litigation settlement amount | $ 513,109 | |||||||
Litigation settlement, expense | $ 231,109 | |||||||
Tarpon Bay Partners, LLC [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Principal amount | $ 25,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net [Abstract] | |||
Depreciation expense | $ 140,015 | $ 55,199 | $ 40,858 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Property and Equipment, Net [Line Items] | ||||
Less: accumulated depreciation | $ (236,150) | $ (96,135) | $ (43,536) | |
Total property and equipment, net | 147,848 | 186,269 | [1] | 22,909 |
Computer, Equipment and Vehicles [Member] | ||||
Schedule of Property and Equipment, Net [Line Items] | ||||
Property and equipment, gross | 166,774 | 149,196 | 66,445 | |
Leasehold Improvements [Member] | ||||
Schedule of Property and Equipment, Net [Line Items] | ||||
Property and equipment, gross | $ 217,224 | $ 133,208 | ||
[1]Derived from audited information |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Schedule of Property and Equipment, Net (Parentheticals) | Sep. 30, 2023 | Dec. 31, 2022 |
Computer, Equipment and Vehicles [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Leasehold Improvements [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Estimated useful life | 2 years | 2 years |
Intellectual Property (Details)
Intellectual Property (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intellectual Property [Abstract] | |||
Estimated useful lives | 5 years | 5 years | |
Amortization expense | $ 73,155 | $ 97,540 | $ 36,076 |
Intellectual Property (Detail_2
Intellectual Property (Details) - Schedule of Fair Value of the Intangible Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Fair Value of the Intangible Assets [Abstract] | ||||
Intangible assets | $ 487,700 | $ 487,700 | $ 487,700 | |
Less: accumulated amortization | (206,771) | (133,616) | ||
Total intangible assets, net | 280,929 | 354,084 | [1] | $ 451,624 |
Trademarks and Trade Names [Member] | ||||
Schedule of Fair Value of the Intangible Assets [Abstract] | ||||
Intangible assets | 87,700 | 87,700 | ||
Intellectual Property [Member] | ||||
Schedule of Fair Value of the Intangible Assets [Abstract] | ||||
Intangible assets | 363,000 | 363,000 | ||
Customer Base [Member] | ||||
Schedule of Fair Value of the Intangible Assets [Abstract] | ||||
Intangible assets | $ 37,000 | $ 37,000 | ||
[1]Derived from audited information |
Operating Leases (Details)
Operating Leases (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) ft² | |
Operating Leases (Details) [Line Items] | ||
Monthly rent | $ 2,714 | $ 2,714 |
Security deposit | $ 5,588 | $ 5,588 |
HELLIMEX, S.A. [Member] | ||
Operating Leases (Details) [Line Items] | ||
Square feet of area (in Square Feet) | ft² | 1,647 | 1,647 |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of Undiscounted Cash Payment Obligations for Its Non-Cancelable Lease Liabilities - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of undiscounted cash payment obligations for its non-cancelable lease liabilities [Abstract] | ||
2023 | $ 8,142 | |
2024 | 2,714 | |
2025 | $ 32,568 | |
2026 | 2,714 | |
2027 | ||
Total undiscounted cash payments | 10,856 | |
Less interest | (103) | |
Present value of payments | $ 10,753 | $ 33,963 |
Goodwill (Details)
Goodwill (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Aug. 18, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Goodwill (Details) [Line Items] | ||||||
Stock purchase percentage | 100% | |||||
Cash | $ 225,000 | |||||
Goodwill | The preliminary purchase price for the merger was determined to be $6.229 million, which consists of (i) 1 million shares of Series AA preferred stock valued at approximately $964,000, (ii) 8,974 shares of Series DD preferred stock valued at approximately $5.04 million and (iii) $225,000 in cash of which $175,000 was advanced prior to closing of the transaction. | The preliminary purchase price for the merger was determined to be $6.229 million, which consists of (i) 1 million shares of Series AA preferred stock valued at approximately $964,000, (ii) 8,974 shares of Series DD preferred stock valued at approximately $5.04 million and (iii) $225,000 in cash of which $175,000 was advanced prior to closing of the transaction (See Note 10). | ||||
Impairment of goodwill | $ 4,125,460 | |||||
Goodwill | $ 1,679,978 | $ 5,805,438 | [1] | $ 5,805,438 | ||
Stock purchase agreement | 100% | |||||
Series AA Preferred Stock [Member] | ||||||
Goodwill (Details) [Line Items] | ||||||
Issuance of shares | 1,000,000 | |||||
Preferred Series DD Stock [Member] | ||||||
Goodwill (Details) [Line Items] | ||||||
Issuance of shares | 8,974 | |||||
Series of Individually Immaterial Business Acquisitions [Member] | Series AA Preferred Stock [Member] | ||||||
Goodwill (Details) [Line Items] | ||||||
Number of shares issued | 1,000,000 | |||||
Series of Individually Immaterial Business Acquisitions [Member] | Preferred Series DD Stock [Member] | ||||||
Goodwill (Details) [Line Items] | ||||||
Number of shares issued | 8,974 | |||||
[1]Derived from audited information |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of Goodwill - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Schedule of Goodwill [Abstract] | |||||
Balance | $ 5,805,438 | [1] | $ 5,805,438 | ||
Acquisition | $ 5,805,438 | ||||
Impairment | (4,125,460) | ||||
Balance | $ 1,679,978 | $ 5,805,438 | [1] | $ 5,805,438 | |
[1]Derived from audited information |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Oct. 28, 2022 | |
Discontinued Operations (Details) [Line Items] | |||
Liabilities outstanding | $ 84 | $ 68,313 | |
Series of Individually Immaterial Business Acquisitions [Member] | Mr Melvin Pereira [Member] | |||
Discontinued Operations (Details) [Line Items] | |||
Business acquisition percentage | 100% | ||
Mr. Pereira [Member] | |||
Discontinued Operations (Details) [Line Items] | |||
Business acquisition percentage | 100% |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of Loss from Discontinued Operations | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule of Loss from Discontinued Operations [Line Items] | |
Revenue | $ 24,991 |
Cost of revenue | 23,024 |
Gross profit | 1,967 |
Operating expenses | |
Advertising and marketing | 117 |
Depreciation and amortization expense | 600 |
General and administrative | 1,599 |
Total operating expenses | 2,316 |
Gain from discontinued operations | $ (350) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Weighted Average Diluted Shares - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Weighted Average Diluted Shares [Line Items] | |||
Anti dilutive | 143,184,105 | 143,312,746 | 141,222,770 |
Convertible Notes Outstanding [Member] | |||
Schedule of Weighted Average Diluted Shares [Line Items] | |||
Anti dilutive | 236,822 | 365,463 | 75,710 |
Convertible Preferred Stock Outstanding [Member] | |||
Schedule of Weighted Average Diluted Shares [Line Items] | |||
Anti dilutive | 39,447,283 | 39,447,283 | 37,647,060 |
Shares Underlying Warrants Outstanding [Member] | |||
Schedule of Weighted Average Diluted Shares [Line Items] | |||
Anti dilutive | 103,500,000 | 103,500,000 | 103,500,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Fair Value Hierarchy for Assets and Liabilities - Previously Reported [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Fair Value Hierarchy for Assets and Liabilities [Line Items] | ||
Derivative liability | $ 6,944 | $ 20,422 |
Total | 6,944 | 20,422 |
Level 3 [Member] | ||
Schedule of Fair Value Hierarchy for Assets and Liabilities [Line Items] | ||
Derivative liability | 6,944 | 20,442 |
Total | 6,944 | 20,422 |
Level 1 [Member] | ||
Schedule of Fair Value Hierarchy for Assets and Liabilities [Line Items] | ||
Total | ||
Level 2 [Member] | ||
Schedule of Fair Value Hierarchy for Assets and Liabilities [Line Items] | ||
Total |
Revenue Recognition (Details)_3
Revenue Recognition (Details) - Schedule of Revenue by Product Category - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from External Customer [Line Items] | ||||||
Total revenue | $ 646,828 | $ 367,697 | $ 1,794,385 | $ 963,967 | $ 1,530,223 | $ 437,887 |
Training [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total revenue | 462,277 | 199,672 | 279,404 | 112,970 | ||
Product supplies [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total revenue | 981,756 | 552,634 | 866,104 | 209,706 | ||
Equipment [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total revenue | 155,480 | 211,664 | 163,460 | $ 115,211 | ||
Patient procedures [Member] | ||||||
Revenue from External Customer [Line Items] | ||||||
Total revenue | $ 194,872 | $ 221,255 |
Revenue Recognition (Details)_4
Revenue Recognition (Details) - Schedule of Revenues, Cost of Revenues, Gross Profits, Assets and Net Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Income Statements, Captions [Line Items] | ||||||
Revenue | $ 1,530,223 | |||||
Cost of revenue | $ 196,535 | $ 102,779 | $ 553,467 | $ 445,814 | 653,256 | $ 287,750 |
Gross profit | $ 876,966 | |||||
Gross Profit % | 57.31% | |||||
Assets | $ 8,080,273 | |||||
Net loss | (5,506,822) | |||||
Global Stem Cells Group [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenue | 1,530,223 | |||||
Cost of revenue | 553,467 | 653,256 | ||||
Gross profit | $ 876,967 | |||||
Gross Profit % | 57.31% | |||||
Assets | $ 1,012,318 | |||||
Net loss | (399,579) | |||||
Meso Numismatics [Member] | ||||||
Condensed Income Statements, Captions [Line Items] | ||||||
Revenue | ||||||
Cost of revenue | ||||||
Gross profit | ||||||
Gross Profit % | 0% | |||||
Assets | $ 7,067,955 | |||||
Net loss | $ (5,107,243) |
Notes Payable (Details) - Sch_5
Notes Payable (Details) - Schedule of Convertible Notes - Convertible Notes [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Notes Payable (Details) - Schedule of Convertible Notes [Line Items] | |||
Convertible notes payable | $ 44,939 | $ 57,252 | $ 72,252 |
Less: Discount | 12,154 | 19,833 | 38,270 |
Convertible notes payable, net | $ 32,785 | $ 37,419 | $ 33,982 |
Notes Payable (Details) - Sch_6
Notes Payable (Details) - Schedule of Promissory - Previously Reported [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Promissory [Abstract] | ||
Promissory notes payable | $ 20,237,559 | $ 20,243,335 |
Less: Discount | 5,117,631 | 6,822,622 |
Less: Deferred finance costs | 49,132 | 82,466 |
Promissory notes payable, net | $ 15,070,796 | $ 13,338,247 |
Notes Payable (Details) - Sch_7
Notes Payable (Details) - Schedule of Fair Values of the Embedded Convertible Notes Derivatives and Tainted Convertible Notes Using a Lattice Valuation - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Schedule of Fair Values of The Embedded Convertible Notes Derivatives and Tainted Convertible Notes Using ALattice Valuation [Line Items] | ||
Common stock issuable (in Shares) | 365,463 | |
Market value of common stock on measurement date | $ 0.019 | |
Adjusted exercise price | $ 0.06 | |
Risk free interest rate | 5.20% | 4.34% |
Instrument lives in years | 2 years | |
Expected volatility | 64% | 79% |
Expected dividend yields | $ 0 |
Notes Payable (Details) - Sch_8
Notes Payable (Details) - Schedule of Fair Value of the Derivative Liability - Previously Reported [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Fair Value of The Derivative Liability [Abstract] | ||
Beginning Balance | $ 20,442 | |
Additions | 24,186 | |
Fair value gain (loss) | (13,448) | (3,744) |
Conversions | ||
Ending Balance | $ 6,944 | $ 20,442 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) | 12 Months Ended | ||||
Nov. 12, 2020 | Dec. 31, 2022 | Sep. 30, 2023 | Nov. 25, 2022 | Nov. 26, 2019 | |
Convertible Preferred Stock (Details) [Line Items] | |||||
Preferred stock, shares authorized | 10,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||||
Debt conversion, description | At any time prior to November 25, 2022 (“Automatic Conversion Date”) the Company may redeem for cash out of funds legally available therefor, any or all of the outstanding Series CC Convertible Preferred Stock at a price equal to $1,000 per share. If not converted prior, on the Automatic Conversion Date, any and all remaining issued and outstanding shares of Series CC Convertible Preferred Stock shall automatically convert at the Conversion Price, which is a price per share determined by dividing the number of issued and outstanding shares of common stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8. | ||||
Issuance of shares | 236,822 | ||||
Series CC Convertible Preferred Stock [Member] | |||||
Convertible Preferred Stock (Details) [Line Items] | |||||
Preferred stock, shares authorized | 1,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||||
Stock price per shares (in Dollars per share) | $ 1,000 | ||||
Issued and outstanding shares | 1,000 | 1,000 | |||
Conversion price (in Dollars per share) | $ 0.8 | $ 0.8 | |||
Issuance of shares | 1,000 | ||||
Series CC Convertible Preferred Stock [Member] | Minimum [Member] | |||||
Convertible Preferred Stock (Details) [Line Items] | |||||
Authorized shares increase decreased | 1,000 | ||||
Series CC Convertible Preferred Stock [Member] | Maximum [Member] | |||||
Convertible Preferred Stock (Details) [Line Items] | |||||
Authorized shares increase decreased | 8,000,000 | ||||
Lans Holdings Inc.[Member] | Series CC Convertible Preferred Stock [Member] | |||||
Convertible Preferred Stock (Details) [Line Items] | |||||
Preferred stock, shares authorized | 1,000 | ||||
Issued and outstanding shares | 1,000 | ||||
Conversion price (in Dollars per share) | $ 0.8 | ||||
Preferred stock value (in Dollars) | $ 83,731 |
Stockholders Equity (Details)_2
Stockholders Equity (Details) - Schedule of Warrant Transactions - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Number of Warrants, Outstanding | 103,500,000 | 16,000,000 |
Weighted Average Exercise Price, Outstanding | $ 0.082 | $ 0.03 |
Number of Warrants, Granted | 87,500,000 | |
Weighted Average Exercise Price, Granted | $ 0.091 | |
Number of Warrants, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Warrants, Expired | ||
Weighted Average Exercise Price, Expired | ||
Number of Warrants, Outstanding | 103,500,000 | 103,500,000 |
Weighted Average Exercise Price, Outstanding | $ 0.082 | $ 0.082 |
Property and Equipment, Net (_4
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Property and Equipment, Net [Line Items] | ||||
Less: accumulated depreciation | $ (236,150) | $ (96,135) | $ (43,536) | |
Total property and equipment, net | 147,848 | 186,269 | [1] | 22,909 |
Computer and office equipment [Member] | ||||
Schedule of Property and Equipment, Net [Line Items] | ||||
Property and equipment, gross | 166,774 | 149,196 | 66,445 | |
Leasehold improvements [Member] | ||||
Schedule of Property and Equipment, Net [Line Items] | ||||
Property and equipment, gross | $ 217,224 | $ 133,208 | ||
[1]Derived from audited information |
Property and Equipment, Net (_5
Property and Equipment, Net (Details) - Schedule of property and equipment, net (Parentheticals) | Sep. 30, 2023 | Dec. 31, 2022 |
Computer and office equipment [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Estimated useful life | 5 years | 5 years |
Leasehold improvements [Member] | ||
Schedule of Property and Equipment, Net [Line Items] | ||
Estimated useful life | 2 years | 2 years |
Acquisition (Details)
Acquisition (Details) - USD ($) | 12 Months Ended | ||
Aug. 18, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Acquisition [Line Items] | |||
Outstanding shares, percentage | 100% | ||
Acquired in cash (in Dollars) | $ 225,000 | ||
Preferred stock, description | The preliminary purchase price for the merger was determined to be $6.229 million, which consists of (i) 1 million shares of Series AA preferred stock valued at approximately $964,000, (ii) 8,974 shares of Series DD preferred stock valued at approximately $5.04 million and (iii) $225,000 in cash of which $175,000 was advanced in prior to closing of the transaction. | ||
Series AA Preferred Stock [Member] | |||
Acquisition [Line Items] | |||
Issuance of shares | 1,000,000 | ||
Shares outstanding | 1,050,000 | 1,050,000 | |
Preferred Series DD Stock [Member] | |||
Acquisition [Line Items] | |||
Issuance of shares | 8,974 | ||
Benito Novas [Member] | Series AA Preferred Stock [Member] | |||
Acquisition [Line Items] | |||
Shares issued | 1,000,000 | ||
David Christensen [Member] | Series AA Preferred Stock [Member] | |||
Acquisition [Line Items] | |||
Companys own shares | 50,000 |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of Consideration Paid Allocated to the assets and Liabilities - Acquisition [Member] | Aug. 18, 2021 USD ($) | |
Acquisition (Details) - Schedule of Consideration Paid Allocated to the assets and Liabilities [Line Items] | ||
Cash Payments to GSCG | $ 225,000 | |
Fair value of 1,000,000 shares of preferred series AA stock | 963,866 | |
Fair value of 8,974 shares of preferred series DD stock | 5,038,576 | |
Accounts payable and accrued liabilities | 164,252 | |
Note payables | 407,588 | |
Due to MESO | 250,000 | |
Total consideration | 7,049,282 | |
Cash and cash equivalents | 716,647 | |
Accounts receivable | 14,006 | |
Property and equipment, net | 25,491 | |
Intangible assets, net | 487,700 | |
Total fair value of assets acquired | 1,243,844 | |
Consideration paid in excess of fair value (Goodwill) | $ 5,805,438 | [1] |
[1] The consideration paid in excess of the net fair value of assets acquired and liabilities assumed has been recognized as goodwill. |
Acquisition (Details) - Sched_2
Acquisition (Details) - Schedule of Consideration Paid Allocated to the assets and Liabilities (Parentheticals) - Acquisition [Member] | Aug. 18, 2021 shares |
Preferred Series AA Stock [Member] | |
Acquisition (Details) - Schedule of Consideration Paid Allocated to the assets and Liabilities (Parentheticals) [Line Items] | |
Fair value of shares | 1,000,000 |
Preferred Series DD Stock [Member] | |
Acquisition (Details) - Schedule of Consideration Paid Allocated to the assets and Liabilities (Parentheticals) [Line Items] | |
Fair value of shares | 8,974 |
Intellectual Property (Detail_3
Intellectual Property (Details) - Schedule of Fair Value of the Intangible Assets - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | ||
Schedule of Fair Value of the Intangible Assets [Abstract] | ||||
Tradename - Trademarks | $ 87,700 | $ 87,700 | ||
Intellectual Property / Licenses | 363,000 | 363,000 | ||
Customer Base | 37,000 | 37,000 | ||
Intangible assets | 487,700 | 487,700 | $ 487,700 | |
Less: accumulated amortization | (133,616) | (36,076) | ||
Total intangible assets, net | $ 354,084 | [1] | $ 451,624 | $ 280,929 |
[1]Derived from audited information |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes [Abstract] | |
Federal statutory rate | 21% |
income tax rate | 21% |
Net operating loss carry forward | $22,240,131 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Benefit for Income Taxes | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule of Benefit for Income Taxes [Abstract] | |
Income tax (benefit) | $ (1,156,433) |
Non-deductible | 353,840 |
Change in valuation allowance | 802,593 |
Income tax (benefit) per financial statements |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Income Tax Assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | ||
Net operating losses | $ 4,421,887 | $ 3,619,294 |
Less valuation allowance | (4,421,887) | (3,619,294) |
Total deferred tax assets |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of Undiscounted Cash Payment Obligations for Its Non-Cancelable Lease Liabilities - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Undiscounted Cash Payment Obligations for Its Non Cancelable Lease Liabilities [Abstract] | ||
2023 | $ 32,568 | |
2024 | 2,714 | |
2025 | ||
2026 | ||
2027 | ||
Total undiscounted cash payments | 35,282 | |
Less interest | (1,319) | |
Present value of payments | $ 10,753 | $ 33,963 |
Goodwill (Details) - Schedule_2
Goodwill (Details) - Schedule of Goodwill - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Goodwill [Line Items] | |||
Balance | $ 5,805,438 | $ 5,805,438 | |
Acquisition | 5,805,438 | ||
Impairment | $ 4,125,460 | ||
Balance | $ 5,805,438 | $ 5,805,438 |