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MESO NUMISMATICS INC

For the period ended Dec 31, 2023. Filed Apr 15, 2024.

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FY2023 · Filed Apr 15, 2024

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Contents

Item 1. BUSINESS

Overview

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

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

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

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

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

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

Global Stem Cell Group Operations

We operate through our wholly owned subsidiary, Global Stem Cells Group (referred to sometimes as “GSCG”), which offers the following products and services for value:

■Treatments - Patient procedures from treatments GSCG is offering at its Cancun, Mexico clinic, with another clinic soon expected in a joint venture with an investor under renovation in Dubai, UAE.
■Training - GSCG offers a Stem Cell & Exosomes Certification Program where physicians attending these training sessions 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. Other trainings and programs are available.
■Products - Physicians can order SVF Kits through GSCG, which includes EC Certificate. The SVF Kits are being used in clinical procedures like intra-articular injections, cosmetic surgery, acne scarring, dermal injections, stem cell enriched fat transfers, chronic ulcers, and other conditions today.
■Equipment - Physicians can order equipment through GSCG, which includes medical supplies, equipment and resources required to practice regenerative medicine.

Manufacturing Facilities

We own no real estate, but we have a lease for property located in Cancun, Mexico and soon in Dubai, UAE. These facilities are designed to be both treatment centers for services and manufacturing laboratories for product offerings. We believe GSCG is at the forefront of cellular product manufacturing and therapeutic development. The Manufacturing Facilities division is responsible for the production of various cellular products and therapies, spanning different categories and locations around the world.

Cell Therapy Product Manufacturing Facility in Cancun, Mexico:

GSCG entered into a lease with HELLIMEX, S.A. DE CV beginning January 16, 2022 and ending on January 15, 2024. The Cancun property is located in the Tulum Trade Center and the facility was inaugurated in May of 2022 and began operations in July of 2022. It has been accredited both by the Mexican General Health Council and Cofepris (Mexican FDA). GSCG’s processing operation is in the well-known HELLIMEX, S.A. DE CV building, a high-rise office of leased suites that provide a multitude of other professional services.

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

GSCG’s manufacturing facility in Cancun, Mexico, is a state-of-the-art hub dedicated to the production of cutting-edge cellular products, with a particular focus on mesenchymal stem cells and exosomes. The Cancun Clinic, as part of Global Stem Cells Group, offers a comprehensive range of medical services. Advanced stem cell therapies are employed to address a diverse array of medical conditions, utilizing the regenerative potential of mesenchymal stem cells and exosomes for tissue repair and regeneration.

The facility houses specialized laboratories equipped for the production of high-quality cellular products, including mesenchymal stem cells and exosomes. This facility prides itself on in-house production, ensuring strict quality control and safety measures for the manufacture of cellular products that meet the highest standards of efficacy. The Cellular Product Development Line at the Cancun Clinic is dedicated to ongoing research and development of new cellular products. The primary objective is to foster continuous innovation, allowing the facility to remain at the forefront of regenerative medicine.

We have assembled a highly qualified team of medical professionals and technicians that specialize in GSCG’s processes, solutions, and services. We believe our processing facilities in Cancun are top-notch, and include a laboratory to culture-expand cells, a process that yields better patient results, and a cryopreservation unit to keep these extracted samples stored safely until they are needed. This Laboratory/ Treatment Center has the latest technologies available including NK Cell Therapy CAR T-cell for cancer treatment and produces full Lines of Msc and Exosomes.

The Cancun Clinic actively organizes educational courses and medical conferences for physicians. These initiatives aim to create awareness of the therapeutic benefits of stem cell therapies and equip healthcare professionals with the latest advancements in regenerative medicine. The manufacturing facility directly sells high-quality cellular therapy products, including exosomes and cultured expanded mesenchymal stem cells. These products cater to physicians and medical facilities seeking reliable regenerative medicine solutions.

Our model is to work hand-in-hand with the patients’ physicians to provide a total quality experience in this innovative industry. Our revenue is derived from training doctors, providing services to each patient that these doctors bring to us for treatments, and the solutions and products they utilize.

Cell Therapy Product Manufacturing Facility in Dubai UAE (expected second quarter 2024)

Global Stem Cells Group is extending its footprint with the establishment of a cutting-edge manufacturing facility in Dubai, located within the prestigious Hyatt Place Hotel in Jumeirah.

Similar to its counterpart in Cancun, this facility is currently under construction and will be equipped to offer comprehensive regenerative medicine services. Positioned strategically, the leased suite in Dubai is set to serve patients and physicians from the Middle East and Asia.

The new facility is expected to replicate the capabilities of the Cancun facility, featuring specialized laboratories for the production of advanced cellular products, including mesenchymal stem cells and exosomes. This expansion aligns with GSCG’s commitment to excellence and patient-centered care, aiming to pioneer cutting-edge stem cell treatments in a global context. The Dubai facility’s location within the Healthcare City reflects a strategic move to contribute significantly to the advancement of regenerative medicine in the region and further expands Global Stem Cells Group’s global network.

ReGen Network Centers

Global Stem Cells Group has a network of licensed clinics worldwide functioning as advanced facilities for research and development. With a licensing fee from GSCG, these ReGen Centers operate and play a pivotal role in pushing the boundaries of stem cell utilization in medical treatments. They actively engage in the development of novel techniques and clinical approaches, conducting clinical studies and treatment protocols to continually advance the field.

The focus extends to embracing new technologies and fostering collaboration with scientists, researchers, and medical professionals globally. This collaborative effort aims to contribute to the progress of stem cell research and therapy on a global scale.

Additionally, these centers are instrumental in the establishment of research hubs worldwide, further expanding Global Stem Cells Group’s reach. Not only do they serve as research and development hubs, but these clinics also function as treatment centers, ensuring that the innovative therapies and advancements in stem cell research are accessible to patients from diverse geographical locations. The multi-faceted role of these clinics underscores Global Stem Cells Group’s commitment to driving excellence and pioneering advancements in the realm of regenerative medicine.

Permanent Treatment Center of Excellence and Physician Training in Istanbul, Turkey

This flagship operation in “Istanbul Center” employs well-targeted combinations of Exosomes, allogeneic human Mesenchymal cells, and autologous bone marrow and Adipose derived stem cells to treat a wide array of diseases and debilitating medical conditions. Our treatment plans are mostly focused on a systemic and/or whole-body approach. This new processing facility works with local partners to provide the latest in Stem Cell Therapies to many of those in this region who have no access to these kinds of cutting-edge medical solutions. Our physician training services will help educate and generate demand for our solutions, services, and products. Key doctors and partners from this operation help train and teach at other ISSCA events.

Permanent Treatment Center of Excellence and Physician Training in Buenos Aires

ReGen Buenos Aires, under the expert guidance of Dr. Silvina Pastrana, M.D., stands as a prominent facility within the Global Stem Cells Group network. As the medical director of the Stem Cell Center Buenos Aires and Regentherapy Puerto Madero, Dr. Pastrana leads a team of specialized medical professionals in orthopedics, rheumatology, medical clinic, and cosmetic surgery. With a comprehensive background in surgery, she skillfully integrates stem cell therapies into various procedures, showcasing a commitment to cutting-edge medical approaches. Pastrana’s role extends beyond the clinic, her contribution to the field is further highlighted by her membership on the Global Stem Cells Group Advisory Board, serving as Head instructor of ISSCA LATAM. ReGen Buenos Aires, under Dr. Pastrana’s leadership, embodies a commitment to excellence and innovation in the application of stem cell therapies across various medical disciplines.

Permanent Treatment Center of Excellence and Physician Training in Belgium

ReGen Belgium, a pivotal clinic in the Global Stem Cells Group network, operates under the expert guidance of Dr. Samy Joheir, MD, a renowned surgeon specializing in plastic, reconstructive, and cosmetic surgery. Located at the Churchill Aesthetic Center in Uccle, Belgium, this facility serves a dual purpose as a medical certification center and a treatment facility. Dr. Joheir’s practice encompasses a spectrum of specialties, offering cosmetic surgery procedures, including liposuction, breast augmentation, and facial surgeries like facelifts and rhinoplasties. The clinic also provides cosmetic medicine procedures, such as botulinum toxin treatments for wrinkles, chemical peels, and lipo fillings. Notably, ReGen Belgium stands out for its expertise in hair micrografting, a technique for hair restoration. Dr. Joheir’s commitment to excellence, coupled with the clinic’s multifaceted offerings, solidifies its role in advancing regenerative medicine while delivering innovative treatments in the realm of plastic and cosmetic surgery.

Permanent Treatment Center of Excellence and Physician Training in Jakarta

ReGen Jakarta, Indonesia, stands as a center of excellence within the Global Stem Cells Group, specializing in aesthetics, diabetes, and weight loss. Led by the accomplished Dr. Yanti Kushmiran, this center has emerged as a leading hub in Asia for utilizing cutting-edge exosome technologies to address diabetic foot problems. Dr. Kushmiran is a prominent member of the ReGen network, and her expertise in the field has positioned ReGen Jakarta as a frontrunner in regenerative medicine for these specific medical concerns.

The center’s primary focus on aesthetics, diabetes, and weight loss underscores its commitment to providing comprehensive solutions for patients seeking innovative treatments in these areas. Dr. Kushmiran’s leadership has propelled ReGen Jakarta to the forefront of regenerative medicine in Indonesia, and there are plans in motion to further expand its impact by opening additional facilities in clinics across the country. As a pivotal part of the Global Stem Cells Group network, ReGen Jakarta continues to contribute significantly to advancements in regenerative medicine, offering hope and transformative solutions to individuals facing challenges in aesthetics, diabetes, and weight management in Indonesia and beyond.

Regenerative Medicine Clinic in Mexico City

Collaborating with the esteemed Dr. Vanessa Rodriguez Pares, Fosters Regencell Facility in Mexico City emerges as a prominent partner within the Global Stem Cells Group network. Recognized as one of the most prestigious aesthetic clinics in the region, this collaboration is poised to elevate the standards of regenerative medicine services across Mexico. Dr. Vanessa Rodriguez Pares, a leading expert in the field, brings her wealth of knowledge and experience to the forefront of this partnership, ensuring a commitment to excellence in every aspect of regenerative medicine.

This affiliation underscores the commitment to maintaining a high level of service and innovation in regenerative medicine throughout Mexico. Patients can anticipate cutting-edge aesthetic and regenerative treatments offered by Fosters Regencell, blending the clinic’s reputation for excellence with the expertise and support of the Global Stem Cells Group network. This collaboration is set to make a lasting impact on the landscape of regenerative medicine in Mexico, providing patients with access to top-tier services and advancements in the field.

Regenerative Medicine Clinic in Portugal

In collaboration with Dr. Roni Moya, Regene Clinic in Portugal stands as a distinguished partner within the Global Stem Cells Group network. This clinic, under the leadership of Dr. Moya, has strategically positioned itself as a focal point for regenerative medicine in Portugal. Specializing in immunotherapy and the treatment of chronic degenerative diseases, Regene Clinic also addresses pain management and functional medicine, offering a comprehensive approach to patient care.

The clinic’s unique role extends beyond its function as a treatment center, doubling as a training center for doctors seeking expertise in regenerative medicine. Dr. Roni Moya’s leadership ensures that the clinic maintains a high standard of medical education, providing valuable training opportunities for healthcare professionals. This dual function exemplifies the commitment of Regene Clinic to not only advance patient care but also contribute to the growth and education of medical practitioners in the field of regenerative medicine.

The collaboration with Global Stem Cells Group amplifies the clinic’s impact, fostering innovation and excellence in regenerative therapies. Regene Clinic in Portugal serves as a beacon for patients seeking advanced regenerative treatments and as a hub for medical professionals eager to expand their knowledge in this evolving field.

Regenerative Medicine Clinic in Tashkent, Uzbekistan

As the newest clinic partner for the Global Stem Cells Group, the ReGen clinic in Tashkent, Uzbekistan, embarks on a mission to redefine healthcare objectives in the region. Committed to advancing regenerative medicine, the clinic aims to provide the people of Uzbekistan with access to cutting-edge stem cell therapies and innovative medical treatments.

Beyond offering state-of-the-art regenerative solutions, the clinic envisions becoming a vital educational hub by collaborating with the International Society for Stem Cell Application (ISSCA) to host training programs. By fostering knowledge and expertise among local healthcare professionals, the clinic aspires to elevate the standards of healthcare in Uzbekistan and contribute significantly to the global movement of regenerative medicine.

Regenerative Medicine Clinic in Dominican Republic

Looking ahead to the coming year, Global Stem Cells Group is poised for a groundbreaking venture with Dr. Patria Gonzalez, as we finalize a transformative deal for a state-of-the-art center in Punta Cana, Dominican Republic.

This strategic collaboration not only expands our global network but also strategically places a cutting-edge regenerative medicine facility in the heart of the picturesque tourist destination of Punta Cana. Dr. Gonzalez’s expertise adds immense value to this partnership, and together, we are committed to promoting stem cell therapy in this vibrant locale. The envisioned center not only signifies a major step forward in our mission to make regenerative medicine a global standard but also presents a unique opportunity to provide advanced treatments amidst the allure of a premier tourist destination.

As we embark on this exciting venture, the collaboration with Dr. Patria Gonzalez in Punta Cana represents a fusion of medical excellence and an ideal setting, poised to make regenerative therapies more accessible to a diverse range of individuals while contributing to the growth of regenerative medicine in the Caribbean region.

Other Regenerative Medicine Clinics

We also have plans in the coming year to venture in Albania and Thailand, and plan to share news of collaborations in those countries.

Strategic Partnerships

We have entered strategic collaborative partnerships with existing companies and organizations that share our vision of advancing regenerative care. These relationships are important to us in the expansion of franchising opportunities for specialized regenerative care clinics worldwide and research and development for our products and services.

Partnership Between Global Stem Cells Group and ReGen

Through their strategic partnership, ReGen has experienced remarkable growth, leveraging Global Stem Cells Group’s reputation and extensive resources to open state-of-the-art clinics in several countries. These clinics have become pioneers in regenerative care in the region.

ReGen is at the forefront of introducing cutting-edge aesthetic treatments, such as the perfected hair transplant technique from Turkey, revolutionizing the regenerative healthcare landscape. Patients now have access to the latest and most effective treatment options. This partnership underscores Global Stem Cells Group’s vision to make its exceptional services accessible to people around the world.

While ReGen brings access to clinics, advanced techniques and expertise, Global Stem Cells Group provides valuable resources as a conglomerate of companies engaged in product manufacturing and comprehensive training through ISSCA. This collaboration has the potential to change the lives of people seeking regenerative care on a global scale.

This landmark partnership is poised to reshape the world of regenerative care, marking a transformative moment for the field of regenerative medicine.

Strategic Alliance Between Global Stem Cells Group and StemBio

Global Stem Cells Group and StemBio have joined forces in a groundbreaking collaboration to advance the field of regenerative medicine. The Alliance, unveiled at the World Regenerative Medicine Congress in Istanbul, marks a significant step forward in harnessing expertise to change, repair, or regenerate human cells, tissues, and organs. The alliance’s primary objectives include advancing research and development in cutting-edge technologies such as NK cells, CAR T cells, allogeneic PRP and placenta products, and human fibroblast technologies. This collaborative effort represents a commitment to pioneering new medical frontiers and pushing the boundaries of regenerative medicine.

Line of Products

Solidifying and increasing our presence worldwide, we are completing our new catalog of Cell Therapy products manufactured completely in house as opposed to our previous reseller model. This new series of products include:

●CELLGENIC FLOW EXOSOMES This is the company’s flagship product, which we believe stands ready to revolutionize the practice of regenerative medicine as we know it today. Exosomes are extracellular vesicles that float freely within the blood, very much like platelets. These are cell-derived non-particles that play a pivotal role in cell-to-cell communication that are involved in a wide range of physiological processes. Exosomes play an important role in the transfer of proteins and other bioactive molecules between cells and regulate gene expression in recipient cells, thus influencing various molecular pathways and have a wide range of therapeutic implications, including hair loss and pain management.
●CELLGENIC MSC (Mesenchymal Stem Cell) This product excretes growth factors, cytokines, and proteins, which all play a key role in the regeneration of tissue. Their anti-inflammatory and immunomodulatory properties mean that it is difficult for them to be rejected by the body. Additionally, they increase blood flow to the vital organs that need it the most. MSC has immunomodulatory effects that have an effect on macrophages, neutrophils, NK cells, mast cells and dendritic cells in innate immunity with known anti-inflammatory benefits.
●CELLGENIC LYOPHILIZED EXOSOMES (Lyophilized Exosomes) is derived from human umbilical cord mesenchymal stem cells and includes potent growth factors, peptides, coenzymes, minerals, amino acids, vitamins and UV radiation reducing agents for skin revitalization. Exosomes are extracellular vesicles, which is the medical term for tiny bubbles that are released from stem cells. Exosomes carry genetic information and proteins to cells throughout your body, and they create paths for communication between cells to help combat aging skin, environmental damage and loss of elasticity and tone.
●VITANOVAS is a mobile IV infusion company that provides in-home treatments to patients in need of immune modulation to help fight infections, viruses, and diseases.
●GCELL GCell technology is a closed-system medical device that harnesses the natural and powerful restorative capabilities of adipose tissue. It is a cutting-edge tool that utilizes micrograft technology to harness the natural and powerful restorative capabilities of adipose tissues. This is a precise system that is able to process a stem cell sample from adipose tissue in less than half of the time that it would take a physician to do so through traditional means. This allows the patient to be more comfortable throughout the shorter procedure, as less anesthesia is also required than when operating under traditional means. The GCell is a minimally invasive, portable machine that allows physicians to fully unlock the potential of regenerative medicine as a component in their practice.
●CELLGENIC SVF is an isolation kit system that has all the ingredients and consumables for the extraction of adipose-Derived Stem cells from fat. This complete kit it is currently being used in clinical procedures for lung disease, intra-articular injections for osteoarthritis of the knee and hip, cosmetic surgery, dermal injection, stem cell enriched fat transfer, wounds chronic ulcers among other chronic conditions.
●CELLGENIC BONE MARROW Cell isolation protocols usually include density gradient centrifugation. With careful attention to detail the BMC system gently and precisely processes bone marrow aspirate for the purest concentration of these cells at the point of care. BMC is part of a developmental effort to provide an effective therapy that is low risk. It recovers a large percentage of platelet rich plasma and other total nucleated cells in a treatment sample. It is a closed system with strong performance outcomes and outstanding product stability.
●CELLGENIC PRP (Platelet Rich Plasma) is used to encourage healing and reduce inflammation. As a concentrated source of autologous platelets, PRP contains several growth factors and other cytokines that can stimulate the healing of soft tissues.
●CELLGENIC HUMAN PLACENTA In placental therapy, extracts of placenta containing polydeoxyribonucleotide (PDRN), enzymes, nucleic acids, amino acids, peptides, vitamins, trace elements, minerals and growth factors are normally administered via intramuscular injection. Administered placental extracts are readily absorbed by binding to specific receptors present on the surface of targeted cells followed by stimulating inactive or damaged cells, tissues and organs in the body, thus providing tissue repair and regeneration. In addition, placental extracts also exhibit many other therapeutic properties and act as a stimulant for tissue repair, wound healing, immunomodulation, anti-inflammatory, cellular proliferation and tissue regeneration.
●CELLGENIC ALLOGENEIC PRP Allogeneic PRP has been shown to be a safe option. Allogeneic PRP offers the benefit of being collected from voluntary blood donors, with its derivatives ready for use without requiring clinicians to collect a sample from the patient. This is particularly useful in clinical situations such as acute burns when patients may be fluid-depleted and thrombocytopenic. However, PRP preparation is contraindicated in patients with hematological disorders, sepsis, or infection, and relative contraindications include the use of non-steroidal anti-inflammatory drugs or corticosteroids, tobacco use, malignancies, and anemia.

We believe Global Stem Cells Group’s future is looking bright as we look to bounce back from the pandemic effect on our operations. We are uniquely positioned to reach our revenue goals due to our global presence and network of independent businesses. We stand positioned to give the world access to the full spectrum of everything regenerative medicine can offer-- from being a source for products themselves, to sourcing equipment, to treating patients. We are able to do this because of our decade of experience in the field, and because of the world-class leadership and organization of the Group.

Leaders in stem cell medicine trust the high quality of Global Stem Cells Group’s world-class stem cell therapies, and physicians all over the world have come to value it as a trusted source for the newest ground-breaking research and development in the field of regenerative Medicine.

Patents and Proprietary Rights

We are committed to the protection of our intellectual property of proprietary products and process as well as trademarks and other methods described below.

Our business includes the development of proprietary cell therapy products as well as revenue generating physician and patient based regenerative medicine / cell therapy training services, cell collection and cell storage services, the sale of cell collection and treatment kits for humans and animals, and the operation of a cell therapy clinic.

On February 19, 2019, the U.S. Patent and Trademark Office (“USPTO”) filed US service trademark, 5,682,488 which claims exclusive us of “ISCCA” as INTERNATIONAL SOCIETY FOR STEM CELL APPLICATION to Stem Cell Training Inc a Florida Corporation.

On April 30, 2019, the U.S. Patent and Trademark Office (“USPTO”) granted US service trademark, 5,739,089 which claims exclusive us of “ISCCA” as INTERNATIONAL SOCIETY FOR STEM CELL APPLICATION to Stem Cell Training Inc a Florida Corporation.

We own proprietary protocols for the harvesting and isolation of Stem Cells Derived from the adipose tissue and Bone marrow.

We also own proprietary standard operating procedures for the manufacturing of allogeneic cellular therapy products derived from perinatal tissue.

None of these protocols or IP have been patented. We rely on our own trade secrets and proprietary know-how to protect our technology and maintain our competitive position, since patent protection may not be available or applicable to our technology. Our policy is to require each of our employees, consultants and advisors to execute a confidentiality and inventions assignment agreement before beginning their employment, consulting or advisory relationship with us. The agreements generally provide that the individual must keep confidential and not disclose to other parties any confidential information developed or learned by the individual during the course of the individual’s relationship with us except in limited circumstances. These agreements generally also provide that we shall own all inventions conceived by the individual in the course of rendering services to us. Moreover, some of our collaborators and scientific advisors have rights to publish data and information to which we have rights, which may impair our ability to protect our proprietary information or obtain patent protection in the future.

We work with others in our research and development activities and one of our strategies is to enter into collaborative agreements with third parties to develop our proposed products. Disputes may arise about inventorship and corresponding rights in know-how and inventions resulting from the joint creation or use of intellectual property by us and our licensors, collaborators, consultants and others. In addition, other parties may circumvent any proprietary protection we do have. As a result, we may not be able to maintain our proprietary position.

We are not currently a party to any litigation or other adverse proceeding challenging our patents, patent licenses or intellectual property rights. However, if we become involved in litigation or any other adverse intellectual property proceeding, for example, as a result of an alleged infringement, or a third party alleging an earlier date of invention, we may have to spend significant amounts of money and time and, in the event of an adverse ruling, we could be subject to liability for damages, including treble damages, invalidation of our intellectual property and injunctive relief that could prevent us from using technologies or developing products, any of which could have a significant adverse effect on our business, financial condition and results of operation.

In addition, any claims relating to the infringement of third party proprietary rights, or earlier date of invention, even if not meritorious, could result in costly litigation, lengthy governmental proceedings, divert management’s attention and resources and require us to enter royalty or license agreements which are not advantageous, if available at all.

Competition

We face competitors in many different segments of our business models. We face intense competition from companies with much larger capital resources than us, and, as a result, we could struggle to attract customers and gain market share. Many of our existing or future competitors have greater financial resources and greater brand name recognition than we do and, as a result, may be better positioned to adapt to changes in the industry or the economy as a whole. We will strive to advance our products and technology in each of these sectors ahead of our competitors to gain market share. We also face intense competition in attracting and retaining qualified employees. Our ability to continue to compete effectively will depend upon our ability to attract new employees, retain and motivate our existing employees and to compensate employees competitively. We face significant competition in several aspects of our business, and such competition might increase, particularly in the market for regenerative therapies.

Our competitors may announce new products, services or enhancements that better address changing industry standards on regenerative care. Any such increased competition could cause pricing pressure, loss of business or decreased customer purchases, any of which could adversely affect our business and operating results.

We believe that we have competitive strengths and protection via our depth of services and products that we offer in the regenerative medicine field, including, but without limitation to, cell therapy products, isolation systems, physician training, laboratory build outs, medical tourism, and more.

While there are particular or specific competitors in any one of these areas, no one is currently providing the full service one stop solution for such a complete range of offerings in this industry as we are.

Furthermore, we compete by becoming a resource, creating standards of practice, advancing the Stem Cell field in general, and by connecting associates and partners in many different aspects of the business.

Government Regulations

Although Stem Cell therapy is heavily regulated in the US by the Food and Drug Administration, Global Stem Cells group does not focus its business portfolio in US markets. To this end, we have suspended operations in the US. As such, we are not constrained by FDA regulatory jurisdictions. We now operate exclusively in countries where clear regulatory pathways to manufacturing and practice exist.

Marketing

Global Stem Cell Group uses its vast network of professionals in the regenerative and therapeutic industries to market and grow our business. Training seminars held on location in more than a dozen international locations have helped drive the attraction that is bringing new business to our group. The ISCCA is our professional association and is a global network of medical professionals that leverages these multinational relationships to build best practices and further our mission. Our physician training services educate and generate continued reoccurring demand for our solutions, services, and products.

The more we educate physicians about our products and services, the more physician referrals we have received. It has been a difficult task to introduce new methodologies to physicians with more traditional views, but word of mouth has played a crucial role in the growth of our company and our reputation in the industry. We believe our website will further expand our growth as new physicians have an easy-to-understand synopses of our how our products and services may assist with and benefit their patients. We believe that as our network of physicians widens, we will experience significant growth from repeat business from existing clients and with new business from patient referrals.

Employees

As of December 31, 2023, the Company had no full-time employees. All other workforces are contractors, advisors, consultants, and/or vendors.

Corporate History

The Company was originally founded in 1999 as Spectrum Ventures LLC, a private company, registered in Tacoma, WA, for the purpose of developing, marketing and selling voice over IP products and 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. During 2014, the Board of Directors of the Company deemed it in the best interests of the Company and its shareholders to switch directions and become involved in the business of numismatics, specifically the collection and ultimately the sale of coins, paper currency, bullion and medals. On November 21, 2016 the Company (formerly known as Pure Hospitality Solutions, Inc. a Nevada corporation) entered into an agreement with Meso Numismatics, Corp., a Florida corporation. The respective Boards of Directors of the Pure Hospitality Solutions, Inc. and Meso Numismatics, Corp., at that time, determined that it was advisable and to the advantage of and the best interests of Pure Hospitality Solutions, Inc. and its shareholders and Meso Numismatics, Corp. and its stockholders that Meso Numismatics, Corp. merge with and into Pure Hospitality Solutions, Inc. (the “Merger”). It was at that time, Mr. Melvin Pereira, our prior Chief Executive Officer, who controlled both, Pure Hospitality Solutions, Inc. and Meso Numismatics, Corp. that the Company acquired common control of Meso Numismatics, Corp. and the assets there held. At the completion of the Merger, Meso Numismatics Corp. ceased to exist. In September of 2018 the Company effected a name change and changed its name from Pure Hospitality Solutions, Inc. to Meso Numismatics, Inc.

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. 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.

Additional Information

The public may read and copy any materials the Company files with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

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