MESO NUMISMATICS INC

Previous wording

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.

Current wording

Since the acquisition of Global Stem Cell Group (GSCG) 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.

Previous wording

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.

Current wording

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 treatments, product sales, distribution, and clinical applications, driven by our extensive education platform. Our revenue comes directly from treating patents, our training and the seminars, from the resale of kits, products, equipment, services, and from the reoccurring application of our process using the kits and solutions we provide.

Previous wording

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.

Current wording

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. Its mission is to enable physicians to make the benefits of stem cell medicine a reality for patients around the world. GSCG has 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.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

GSCG, 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.

Previous wording

Revenue increased by 3.92% in the amount of $30,836 for the three months ended March 31, 2024, compared to the same period in 2023. The increase in revenue was a result of marketing and sales efforts to increase brand recognition and exposure in the industry. We experienced more lead generation in 2023 increasing equipment, products, and training sales in regions like Southeast Asia and the Middle East. The opening of the Cancun facility in the second half of 2022 also increased sales by providing a facility for physicians to come for training and preform patient procedures. Additional, Global Stem Cells Group, like almost everyone else in the world, was severely affected by the Covid 19 pandemic during 2021 and the first six months of 2022, restrictions our 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.

Current wording

Revenue increased by 119.54% in the amount of $431,970 for the three months ended June 30, 2024, compared to the same period in 2023. The increase in revenue was a result of marketing and sales efforts to increase brand recognition and exposure in the industry. We experienced more lead generation in 2023 increasing equipment, products, and training sales in regions like Southeast Asia and the Middle East. The opening of the Cancun facility in the second half of 2022 also increased sales by providing a facility for physicians to come for training and preform patient procedures. Additional, Global Stem Cells Group, like almost everyone else in the world, was severely affected by the Covid 19 pandemic during 2021 and the first six months of 2022, restrictions our 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.

Previous wording

Operating expenses increased by 10.32% in the amount of $63,084 for the three months ended March 31, 2024, compared to the same period in 2023. Listed below are the major changes to operating expenses:

Current wording

Operating expenses increased by 8.21% in the amount of $56,200 for the three months ended June 30, 2024, compared to the same period in 2023. Listed below are the major changes to operating expenses:

Previous wording

Advertising and marketing fees increased by $2,646 for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to an increase in advertising by Global Stem Cells Group.

Current wording

Advertising and marketing fees decreased by $17,636 for the three months ended June 30, 2024, compared to the same period in 2023, primarily due to a decrease in advertising by Global Stem Cells Group.

Previous wording

Depreciation and amortization increased by $19,944 for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to expansion of the Cancun facility.

Current wording

Depreciation and amortization increased by $25,096 for the three months ended June 30, 2024, compared to the same period in 2023, primarily due to expansion of the Cancun facility.

Previous wording

Investor relations decreased by $21,018 for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to an agreement with an investor relation firm in February, 2024.

Current wording

Investor relations increased by $20,924 for the three months ended June 30, 2024, compared to the same period in 2023, primarily due to an agreement with an investor relation firm in February 2024.

Previous wording

General and administrative expense decrease by $19,535 for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to a decrease in travel by Global Stem Cells Group.

Current wording

General and administrative expense increased by $30,219 for the three months ended June 30, 2024, compared to the same period in 2023, primarily due to an increase in travel and office expense by Global Stem Cells Group.

Previous wording

Other expense increased by $259,879 for the three months ended March 31, 2024, compared to the same period in 2023, primarily as a result of a inecrease in amortization of debt discount on promissory notes.

Current wording

Other expense increased by $263,257 for the three months ended June 30, 2024, compared to the same period in 2023, primarily as a result of an increase in interest expense on promissory notes.

Previous wording

We had interest expense of $1,854,417 and $1,600,426 for the three months ended March 31, 2024 and 2023, respectively.

Current wording

We had interest expense of $1,861,931 and $1,600,380 for the three months ended June 30, 2024 and 2023, respectively.

Previous wording

We recorded a net loss of $1,961,020 for the three months ended March 31, 2024, as compared with a net loss of $1,670,247 for the same period in 2023.

Current wording

We recorded a net loss of $2,076,620 for the three months ended June 30, 2024, as compared with a net loss of $2,030,223 for the same period in 2023.

Previous wording

Professional fees increased by $39,011 for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to legal and accounting fees.

Current wording

Professional fees increased by $36,607 for the six months ended June 30, 2024, compared to the same period in 2023, primarily due to audit and accounting fees.

Previous wording

Since inception, we have financed our operations through private placements and convertible notes. The following is a summary of the cash and cash equivalents as of March 31, 2024 and December 31, 2022.

Current wording

The following is a summary of the cash and cash equivalents as of June 30, 2024 and December 31, 2023.

Previous wording

Below is a summary of our cash flows for the three months ended March 31, 2024 and 2023.

Current wording

Below is a summary of our cash flows for the six months ended June 30, 2024 and 2023.

Previous wording

Net cash provided by operating activities was $107,966 during the three months ended March31, 2024 and consisted of a net loss of $1,961,020, which was offset by a net change in operating assets and liabilities of $966,138 and non-cash items of $1,102,848. The non-cash items for the three months ended March31, 2024, consisted of depreciation and amortization expenses of $76,572, amortization of debt discount of $1,024,778, and change in derivative liabilities of $1,498. The significant change in operating assets and liabilities was an increase in accounts payable and accrued liabilities, partially offset by the decrease in accounts receivable and prepaid expense.

Current wording

Net cash provided by operating activities was $198,364 during the six months ended June 30, 2024 and consisted of a net loss of $4,037,640, which was offset by a net change in operating assets and liabilities of $2,018,038 and non-cash items of $2,217,966. The non-cash items for the six months ended June 30, 2024, consisted of depreciation and amortization expenses of $159,543, amortization of debt discount of $2,056,217, and change in derivative liabilities of $2,206. The significant change in operating assets and liabilities was an increase in accounts payable and accrued liabilities, partially offset by the decrease in accounts receivable and prepaid expense.

Previous wording

Net cash provided by operating activities was $6,775 during the three months ended March 31, 2023 and consisted of a net loss of $1,670,247, which was offset by a net change in operating assets and liabilities of $858,821 and non-cash items of $818,201. The non-cash items for the three months ended March 31, 2023, consisted of depreciation and amortization expenses of $56,628 and amortization of debt discount of $765,963, partially offset by the change in derivative liabilities of $1,927 and gain on settlement of debt of $2,463. The significant change in operating assets and liabilities was an increase in accounts payable and accrued liabilities, partially offset by the decrease in accounts receivable and prepaid expense.

Current wording

Net cash used in operating activities was $399,938 during the six months ended June 30, 2023 and consisted of a net loss of $3,700,470, which was offset by a net change in operating assets and liabilities of $1,660,322 and non-cash items of $1,640,211. The non-cash items for the six months ended June 30, 2023, consisted of depreciation and amortization expenses of $114,503 and amortization of debt discount of $1,531,096, partially offset by the change in derivative liabilities of $2,925 and gain on settlement of debt of $2,463. The significant change in operating assets and liabilities was an increase in accounts payable and accrued liabilities, partially offset by the decrease in accounts receivable and prepaid expense.

Previous wording

Net cash used in investing activities was $59,154 and consisted of the purchase of property and equipment associated with the expansion of the Cancun facility during the three months ended March 31, 2024.

Current wording

Net cash used in investing activities was $111,811 and consisted of the purchase of property and equipment associated with the expansion of the Cancun facility during the six months ended June 30, 2024.

Previous wording

Net cash used in investing activities was $5,486 and consisted of purchase of property and equipment associated with the Cancun lab during the three months ended March 31, 2023.

Current wording

Net cash used in investing activities was $10,207 and consisted of the purchase of property and equipment associated with the Cancun facility during the six months ended June 30, 2023.

Previous wording

Net cash used in financing activities was $9,850 and consisted of principal payment of debt for the three months ended March 31, 2023.

Current wording

We had no financing activities for the six months ended June 30, 2024. Net cash used in financing activities was $9,850 and consisted of principal payment of debt for the six months ended June 30, 2023.

Previous wording

We may expect to continue to experience high interest payments in the future as a result of our outstanding liabilities. Additionally, as of the date of this report, there are a number of secured promissory notes with an aggregate principal amount of approximately $$2,872,797 that have matured. Finally, we also have a number of unsecured promissory notes with an aggregate principal amount of $1,629,428 that have matured. The company is currently in debt restructuring talks, and there are also other lenders as well who have demonstrated interest in assuming this debt. However, if we are unable to generate sufficient revenues and/or additional financing to service this debt, there is a risk the lenders will call the notes, secure our assets, as to those applicable secured notes, and demand payment. If after all these recourses are exhausted and the debt becomes unresolvable, like any other company, there’s a risk we could go out of business.

Current wording

Since our inception, we have financed our operations through private placements, convertible notes, and unsecured debt, and we have also issued debt in our company secured by all of our assets. We expect to continue to experience high interest payments in the future as a result of our outstanding liabilities. Additionally, as of the date of this report, there are a number of secured promissory notes with an aggregate principal amount of approximately $2,872,797 that have matured and are in default. Finally, we also have a number of unsecured promissory notes with an aggregate principal amount of $1,629,428 that have matured and are currently in default. The company is currently in debt restructuring talks, and there are also other lenders as well who have demonstrated interest in assuming this debt. However, if we are unable to generate sufficient revenues and/or additional financing to service this debt, there is a risk the lenders will call the notes, secure our assets, as to those applicable secured notes, and demand payment. If after all these recourses are exhausted and the debt becomes unresolvable, like any other company, there’s a risk we could go out of business.

Previous wording

The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $63,951,151 and a working capital deficit of $23,688,329 as of March 31, 2024 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Current wording

The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $66,027,771 and a working capital deficit of $25,730,147 as of June 30, 2024 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

Previous wording

Our critical accounting policies have not materially changed during the three months ended March 31, 2024. Furthermore, the preparation of our financial statements is in conformity with generally accepted accounting principles in the United States of America, or GAAP. The preparation of our financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Our management believes that we consistently apply these judgments and estimates, and the financial statements fairly represent all periods presented. However, any differences between these judgments and estimates and actual results could have a material impact on our statements of income and financial position.

Current wording

Our critical accounting policies have not materially changed during the six months ended June 30, 2024. Furthermore, the preparation of our financial statements is in conformity with generally accepted accounting principles in the United States of America, or GAAP. The preparation of our financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Our management believes that we consistently apply these judgments and estimates, and the financial statements fairly represent all periods presented. However, any differences between these judgments and estimates and actual results could have a material impact on our statements of income and financial position.

Previous wording

There was no material impact on the Company’s financial statements as a result of adopting Topic 606 for the three months ended March 31, 2024 and the year ended December 31, 2023.

Current wording

There was no material impact on the Company’s financial statements as a result of adopting Topic 606 for the three and six months ended June 30, 2024 and the year ended December 31, 2023.