Filed 2025-04-15 · Period ending 2024-12-31 · 41,331 words · SEC EDGAR
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# Regenerative Medical Technology Group Inc. (RMTG) — 10-K **Filed:** 2025-04-15 **Period ending:** 2024-12-31 **Accession:** 0001213900-25-032016 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1760026/000121390025032016/) **Origin leaf:** 628fbe0ca622fcd6f2f3490e0bf595303c7f959cb3d8e53c95f63f49953624d1 **Words:** 41,331 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **** **FORM 10-K** **** **(Mark One)** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **** For the fiscal year ended December 31, 2024 **** **OR** **** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **** For the transition period from to . **** Commission file number: **000-56010** **** **Regenerative Medical Technology Group Inc.** **(Exact name of registrant as specified in its charter)** **** | Nevada | | 88-0492191 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | **** **433 Plaza Real Suite 275** **Boca Raton, Florida 33432** (Address of principal executive offices) (Zip Code) **** **(800) 956-3935** (Registrants telephone number, including area code) **** (Former name, former address and former fiscal year, if changed since last report) **** Securities registered under Section 12(b) of the Exchange Act: **None** **** Securities registered under Section 12(g) of the Exchange Act: **Common Stock, par value $0.001 per share** **** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No **** Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo **** Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YesNo **** Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large, accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. **** | Large, accelerated filer | | Accelerated filer | | | | Non-accelerated filer | | Smaller reporting company | | | | | Emerging growth company | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter$612,544. Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date: 12,538,968 shares as of April 15, 2025 **** **TABLE OF CONTENTS** | PART I | | 1 | | | | | | | | ITEM 1. | BUSINESS | 1 | | | | | | | | ITEM 1A. | RISK FACTORS | 9 | | | | | | | | ITEM 1B. | UNRESOLVED STAFF COMMENTS | | | | | | | | ITEM 1C. | CYBERSECURITY | 19 | | | | | | | | ITEM 2. | PROPERTIES | 19 | | | | | | | | ITEM 3. | LEGAL PROCEEDINGS | 19 | | | | | | | | ITEM 4. | MINE SAFETY DISCLOSURES | 19 | | | | | | | | PART II | | 20 | | | | | | | | ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 20 | | | | | | | | ITEM 6. | [RESERVED] | 21 | | | | | | | | ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 21 | | | | | | | | ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 26 | | | | | | | | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 26 | | | | | | | | ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 27 | | | | | | | | ITEM 9A. | CONTROLS AND PROCEDURES | 27 | | | | | | | | ITEM 9B. | OTHER INFORMATION | 28 | | | | | | | | ITEM 9C | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 28 | | | | | | | | PART III | | 29 | | | | | | | | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 29 | | | | | | | | ITEM 11. | EXECUTIVE COMPENSATION | 31 | | | | | | | | ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 32 | | | | | | | | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 32 | | | | | | | | ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 32 | | | | | | | | PART IV | | | | | | | | | ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 33 | | | | | | | | ITEM 16. | 10-K SUMMARY | 34 | | | | | | | | SIGNATURES | 35 | | i As used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms the Company, Registrant, we, us, our, Meso, MSSV or RMTG refer to Regenerative Medical Technology Group Inc. a Nevada corporation, and its subsidiaries. **** **FORWARD-LOOKING STATEMENTS** Except for statements of historical fact, some information in this document contains forward-looking statements that involve substantial risks and uncertainties. You can identify these forward-looking statements by words such as may, will, should, anticipate, estimate, plans, potential, projects, continuing, ongoing, expects, management believes, we believe, we intend or the negative of these words or other variations on these words or comparable terminology. The statements that contain these or similar words should be read carefully because these statements discuss our future expectations, contain projections of our future results of operations or of our financial position, or state other forward-looking information. These risks include, by way of example and not in limitation: | | risks related to our outstanding secured and unsecured loans, certain of which are in default, and our ability to service debt; | | | | risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern; | | | | the uncertainty of profitability based upon our history of losses; | | | | legislative or regulatory changes concerning regenerative medicine and therapies; | | | | risks related to our operations and uncertainties related to our business plan and business strategy; | | | | changes in economic conditions; | | | | uncertainty with respect to intellectual property rights, protecting those rights and claims of infringement of others intellectual property; | | | | competition; and | | | | cybersecurity concerns. | | We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able accurately to predict or control. Further, we urge you to be cautious of the forward-looking statements which are contained in this registration statement because they involve risks, uncertainties and other factors affecting our operations, market growth, service, products and licenses. The factors listed in the sections captioned Risk Factors and Description of Business, as well as other cautionary language in this registration statement and events in the future may cause our actual results and achievements, whether expressed or implied, to differ materially from the expectations we describe in our forward-looking statements. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this registration statement are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise. The occurrence of any of the events described as risk factors or other future events could have a material adverse effect on our business, results of operations and financial position. Since our common stock is considered a penny stock, we are ineligible to rely on the safe harbor for forward-looking statements provided in Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities and Exchange Act of 1934, as amended (the Exchange Act). ii **PART I** **** | ITEM 1. | BUSINESS | | **Business Overview** 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 traditional surgeries and /or 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. We also engage in patient procedures from treatments that GSCG is offering at its Cancun, Mexico clinic, and its clinic in a joint venture with an investor that is scheduled to open in 2025, extended from a prior launch date of November 23, 2024, located at the Hyatt Hotel in Jumeirah, a coastal residential area of Dubai UAE. 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 patients, our training and seminars, from the resale of kits, products, 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. 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. **Review of Fiscal Year 2024** 2024 marked a pivotal year for Regenerative Medical Technology Group (RMTG) and Global Stem Cells Group (GSCG ) as we expanded our international footprint, launched strategic business divisions, and strengthened our proprietary operations in regenerative medicine. Our growth trajectory was supported by our three core business pillars: physician training through the International Society for Stem Cell Application (ISSCA), strategic partnerships with medical institutions, and enhanced manufacturing capabilities. **International Growth and Market Penetration** **** Throughout 2024, RMTG/GSCG achieved remarkable international expansion that has further solidified our position as a global leader in regenerative medicine. The International Society for Stem Cell Application (ISSCA), our educational arm, substantially expanded its global physician training programs in 2024. This expansion included hosting comprehensive conferences and immersive workshops in numerous locations across the globe, including Argentina, Peru, Indonesia, Belgium, Mexico (specifically Cancn), the United States, and several other strategic locations. These educational initiatives were designed to disseminate cutting-edge knowledge and practical skills in regenerative medicine to medical professionals worldwide. Our physician education programs successfully trained medical professionals in over 20 countries during 2024, providing them with advanced knowledge and practical skills in cellular therapy, exosome technology, and peptide applications. This extensive educational outreach has not only elevated the standard of regenerative medicine practice globally but has also established GSCG as the preeminent authority in the field, building a global network of skilled practitioners aligned with our methodologies and standards. *Southeast Asia Expansion* Our strategic market entry efforts yielded particularly strong results in Southeast Asia, where we successfully launched five new clinics under our network. These facilities now serve as regional hubs for advanced regenerative treatments and physician training. 1 *South American Growth* We established stronger distribution channels throughout South America, with particular focus on development in key markets. Our analysis has identified potential office locations in Los Cabos (Mexico), Puerto Rico, and Chile to better serve the growing demand in these regions. *Global Reach Enhancement* By systematically addressing regional market needs with tailored approaches, we've been able to significantly expand our global footprint while maintaining consistent service quality and treatment protocols across diverse regulatory environments. ** **Manufacturing & Regulatory Strengthening** **** A cornerstone of our 2024 strategy and a major milestone for our continued growth in 2025 is the expansion of our proprietary manufacturing facilities. We believe this strategic initiative will significantly enhance our capabilities to increase product offerings and serve a broader patient base with consistent, high-quality regenerative medicine products. Our state-of-the-art manufacturing facility in Cancn, Mexico represents a significant achievement in our vertical integration strategy. This facility has received full accreditation from Cofepris (the Mexican FDA equivalent), validating our commitment to maintaining the highest regulatory standards in our manufacturing processes. The facility is designed to produce advanced mesenchymal stem cells (MSCs), exosomes, and peptide-based products under stringent quality control protocols. This manufacturing center will serve as the foundation for our global product distribution network and provide standardized treatment products for patient care across our clinical network. *Cancn Manufacturing Capabilities* **** | | Full Cofepris accreditation (Mexican FDA) | | | | Production of mesenchymal stem cells (MSCs) | | | | Advanced exosome isolation and purification | | | | Peptide-based product development | | | | Quality control laboratories with state-of-the-art equipment | | | | Sterile processing environments for biological materials | | *Dubai Facility Development* While our planned Dubai, UAE facility encountered unexpected regulatory and construction delays in 2024, we remain firmly committed to launching this strategic facility in 2025. The Dubai location will serve as a critical hub for our presence in the Middle East and Asia, complementing our existing operations and providing regional access to our advanced treatments and technologies. *Potential for United States Manufacturing* As U.S. regulations on regenerative medicine continue to evolve, we are actively evaluating market entry strategies that would allow us to expand our clinic network and manufacturing capabilities in North America. Our regulatory affairs team is closely monitoring developments at the FDA and working with industry associations to position RMTG/GSCG advantageously as the regulatory landscape clarifies. This proactive approach will ensure we are prepared to capitalize on opportunities in the U.S. market when conditions are favorable. **Product Expansion & Market Innovation** **** In 2024, RMTG significantly broadened its market reach through strategic product expansion and innovative business models that position us for sustained growth in the regenerative medicine sector. Our diversification efforts have created multiple revenue streams while maintaining our focus on scientific excellence and therapeutic effectiveness. Celgenic, our product development and distribution division, achieved remarkable growth by expanding beyond our traditional cellular therapies portfolio. The introduction of peptide-based treatments has been particularly successful, addressing complementary therapeutic needs and creating synergies with our existing stem cell applications. This product diversification has been accompanied by enhanced global distribution capabilities, allowing us to reach more practitioners and patients worldwide with our comprehensive regenerative medicine solutions. 2 **Strategic Shift to Establish Our Own Network** In a pivotal strategic repositioning, we transitioned from external clinical alliances to establishing our own Global Stem Cells Group clinic network. This vertical integration ensures standardized patient care protocols, consistent quality control, and optimized revenue streams across all treatment locations. *Network Implementation* The implementation of our proprietary clinic network model has already demonstrated significant benefits in terms of treatment consistency, patient outcomes, and operational efficiency. By maintaining direct oversight of clinical operations, we can rapidly deploy innovations and ensure adherence to our rigorous standards. *Clinical Innovation* Our licensed Global Stem Cells Group network Centers worldwide continue to push the boundaries of stem cell applications through clinical studies and advanced treatment protocol development. These centers serve as innovation hubs where new therapeutic approaches are refined before broader implementation. The expansion of our proprietary clinic network has created valuable opportunities for vertical integration between our manufacturing facilities, product development initiatives, and treatment delivery systems. This integrated approach not only improves operational efficiency but also enhances our ability to gather clinical data, refine protocols, and accelerate the development of next-generation regenerative therapies. **2025 Strategic Outlook** Our operational strategy for 2025 centers on translating our market position and technological advantages into sustainable revenue growth and expanded market share. We anticipate accelerated growth as we execute on our operational plans for clinic network expansion, manufacturing scale-up, and market penetration in key regions including Southeast Asia, Latin America, and potentially North America. We believe our diversified revenue streams from training, product sales, and clinical services provide a solid foundation for sustainable long-term growth and shareholder value creation. Key performance indicators for 2025 are expected to include operational efficiency metrics, market penetration rates in target regions, production capacity utilization at our manufacturing facilities, and financial performance measures including revenue growth, profit margins, and return on invested capital. Our management team has implemented robust tracking and reporting systems to monitor these metrics and make data-driven adjustments to our execution strategy as needed throughout the year. **Expansion of Clinical Network** A cornerstone of our 2025 growth strategy is the continued expansion of the GSCG Network Clinics, representing our transition from a primarily educational and product-focused organization to a comprehensive regenerative medicine enterprise with direct patient care capabilities. This strategic evolution allows us to capture additional value in the treatment delivery phase while ensuring consistent application of our proprietary protocols. For 2025, we have confirmed plans for the official launch of a minimum of four new clinic locations. These include strategically selected sites in Indonesia, Puerto Rico, Santiago (Chile), and Lisbon (Portugal). Each location has been chosen based on comprehensive market analysis, regulatory considerations, local healthcare ecosystem dynamics, and potential patient demographics. These new clinics will implement our standardized operational model while incorporating necessary adaptations for local market conditions and regulatory requirements. Beyond these confirmed locations, our development pipeline includes additional planned clinics in Mexico, the United States, and other key international markets identified through our ongoing market analysis process. These locations are currently in various stages of development, from initial feasibility studies to advanced site selection and regulatory approval processes. Our network expansion follows a disciplined approach that balances growth opportunities with operational sustainability and quality control considerations. *2025 Anticipated Clinic Launches* | | Indonesia: Serving the rapidly growing Southeast Asian market | | | | Puerto Rico: Strategic gateway between North and South American markets | | | | Santiago, Chile: Expanding our Latin American presence | | | | Lisbon, Portugal: Strengthening our European operations | | 3 *Network Clinic Standardization* Each RMTG/GSCG Network Clinic operates under our proprietary standards for facility design, equipment specifications, staff qualifications, treatment protocols, and patient management systems. This standardization ensures consistent quality of care while allowing for efficient scaling of operations across diverse geographic locations. Our clinic expansion model includes comprehensive support systems for practitioner training, operational management, quality assurance, and marketing development. **Manufacturing Scale-Up** A critical element of our 2025 strategic plan is the completion and full operational scaling of our manufacturing infrastructure. These facilities represent significant capital investments that will strengthen our vertical integration strategy, enhance product consistency, and improve operational margins across our business units. Our manufacturing capabilities directly support our ability to serve global markets with standardized, high-quality regenerative medicine products. The Cancn facility, which achieved regulatory approval in 2024, will transition to full-scale production in 2025. This advanced manufacturing center is designed to support product demand across Latin America and beyond, with robust capacity for mesenchymal stem cell production, exosome isolation, and peptide synthesis. The facility incorporates state- of-the-art quality control systems, including real-time monitoring of production parameters, comprehensive batch testing protocols, and advanced storage capabilities for biological materials. In parallel with optimizing our existing manufacturing operations, we are actively evaluating opportunities for additional manufacturing locations to further enhance production efficiency and geographic distribution capabilities. These evaluations include considerations such as proximity to key markets, local regulatory environments, availability of skilled workforce, and capital investment requirements. Any expansion of our manufacturing footprint will follow our established model of phased development with careful attention to regulatory compliance and operational excellence. ** *Production Capacity Expansion* Implementing phased scale-up of production volumes to match growing demand while maintaining strict quality parameters and operational efficiency. *Product Line Diversification* Expanding manufacturing capabilities to support new product development initiatives, including advanced exosome formulations and specialized peptide combinations. *Quality System Enhancement* Continuous improvement of quality management systems to exceed regulatory requirements and support potential future certifications in additional markets. *Distribution Network Integration* Optimizing logistics and supply chain operations to ensure efficient distribution of manufactured products to our clinic network and external customers. **** **Educational Program Enhancement** **** The International Society for Stem Cell Application (ISSCA) continues to be a cornerstone of our business model and a primary driver of our industry leadership position. As the educational and professional development arm of Global Stem Cells Group, ISSCA plays a crucial role in establishing practice standards, disseminating knowledge, and creating a global community of trained regenerative medicine practitioners. In 2025, we will further strengthen ISSCA's position and expand its reach through strategic initiatives. A key focus for 2025 will be significantly increasing the number and geographical distribution of our training events and physician certifications. Building on our successful 2024 programs conducted across more than 20 countries, we will expand both our foundational certification courses and our advanced specialization programs. These educational offerings will continue to evolve to incorporate the latest scientific advances, clinical best practices, and regulatory considerations relevant to regenerative medicine applications. 4 *Q1 2025* Launch enhanced certification curriculum incorporating latest advances in exosome technology and peptide applications, with programs scheduled in Mexico, United States, and Indonesia. *Q2 2025* Introduce advanced specialization tracks for orthopedic, aesthetic, and chronic disease applications of regenerative therapies, with dedicated symposia planned for European and South American markets. *Q3 2025* Deploy comprehensive online learning platform to complement in-person training, providing ongoing education resources and community engagement for certified practitioners. ** *Q4 2025* Host major international congress bringing together leading researchers, practitioners, and regulatory experts to address emerging trends and future directions in regenerative medicine. In addition to expanding our educational programming, we will strengthen our partnerships with global medical institutions in 2025. These collaborations will include joint research initiatives, faculty exchange programs, and shared curriculum development with respected academic and clinical organizations. By aligning with established medical institutions, we enhance the credibility of our educational offerings while creating pathways for institutional adoption of regenerative medicine protocols. These partnerships also provide valuable opportunities for clinical validation of emerging treatments and technologies developed within our research network. **Market Development** We intend to strategically enter new geographic markets, particularly in North America, as regulatory environments evolve favorably for regenerative medicine applications. The United States represents a significant opportunity for Global Stem Cells Group, both in terms of market size and potential for scientific collaboration. Our 2025 strategy includes focused initiatives to expand our clinical presence in the U.S. as regulatory frameworks evolve to accommodate advances in regenerative medicine. This strategic market entry requires careful navigation of complex regulatory considerations while positioning RMTG/GSCG as a leader in North American regenerative medicine. Our approach to the U.S. market is characterized by strategic patience combined with proactive preparation. While regulatory pathways for certain regenerative medicine applications remain under development at the FDA, we are actively monitoring policy developments and engaging with industry associations to contribute to the evolving regulatory dialogue. This engagement allows us to align our product development and clinical protocols with emerging standards while advocating for science-based regulatory frameworks that protect patients while enabling innovation. *Regulatory Navigation Strategy* We have established a dedicated U.S. regulatory affairs team to monitor FDA developments, prepare appropriate submissions, and develop compliant protocols for the U.S. market. This team works in close collaboration with legal advisors specializing in FDA regulations and regenerative medicine policy to ensure our market entry strategy adheres to all applicable requirements. *Clinical Partnership Development* In preparation for expanded U.S. operations, we are cultivating relationships with established U.S. medical institutions, research universities, and clinical practices interested in regenerative medicine applications. These partnerships are expected to facilitate knowledge exchange, protocol development, and potential collaborative research initiatives that align with U.S. regulatory expectations. 5 *Educational Market Positioning* While developing our clinical strategy, we are enhancing our U.S. educational presence through ISSCA programs specifically designed for U.S. practitioners. These educational initiatives establish RMTG/GSCG as a thought leader in the U.S. market while building a community of trained physicians prepared to implement our protocols when regulatory pathways are established. Our U.S. market entry strategy also includes evaluation of potential clinical locations in states with favorable regulatory environments for regenerative medicine. This location analysis considers factors such as existing medical infrastructure, patient demographics, physician density, and regulatory climate. By identifying optimal locations for initial U.S. clinical operations, we can better ensure efficient resource allocation and maximize the impact of our market entry efforts when regulatory conditions permit implementation. ** **Revenue Stream Diversification** **** A cornerstone of our financial strategy for 2025 is the continued diversification of our revenue streams, creating a balanced business model that reduces dependency on any single market segment while maximizing our ability to capture value across the regenerative medicine ecosystem. This diversified approach enhances our financial stability and provides multiple pathways for growth even as individual market segments experience fluctuations. Central to our revenue diversification strategy is the strengthening of the Celgenic product line with new offerings in peptides, exosome therapies, and biologics. We believe these product categories represent significant growth opportunities as they address complementary therapeutic needs and can be used independently or in conjunction with our stem cell applications. Our 2025 product development roadmap includes the commercialization of several new formulations that have shown promising results in preliminary clinical applications. In parallel with product development, we are enhancing our global distribution infrastructure to drive sales growth across all territories. This distribution strategy includes both direct sales to our network clinics and expanded relationships with qualified external partners who can effectively represent our products in their respective markets. Our distribution enhancements include improvements in logistics, inventory management, technical support, and sales training to ensure our products are effectively represented and properly utilized in clinical applications worldwide. The continued expansion of our clinic network also represents a significant revenue diversification initiative, as it transitions more of our business model toward direct patient care services. These clinical operations generate recurring revenue streams from patient treatments while also creating demand for our manufactured products. The integration between our product development, manufacturing, and clinical service delivery creates valuable synergies that enhance overall profitability and market responsiveness. **Operational Efficiency Initiatives** **** As Global Stem Cells Group transitions from a growth phase characterized by rapid expansion into a period of operational consolidation, we are implementing comprehensive efficiency initiatives designed to optimize our processes, reduce costs, and enhance productivity across all business units. These operational improvements will be a key focus area for 2025, supporting our ability to deliver consistent profitability while maintaining our commitment to quality and innovation. Our operational efficiency strategy encompasses several interconnected dimensions: process standardization, technology integration, workforce development, and continuous improvement methodologies. By addressing these elements systematically, we hope to create a foundation for sustainable operational excellence that supports our long-term growth objectives while enhancing near-term financial performance. *Process Standardization* Implementation of standardized operating procedures across all locations to ensure consistency, quality, and efficiency. This includes uniform protocols for manufacturing, clinical practices, training delivery, and administrative functions, allowing for better resource allocation and performance benchmarking. *Technology Integration* Deployment of integrated information systems to connect our global operations, enhance data accessibility, and improve decision-making capabilities. Future key initiatives on our longer roadmap may include implementation of enterprise resource planning (ERP) systems, laboratory information management systems, and customer relationship management platforms. *Workforce Development* Strategic investment in employee training and development programs to enhance skills, improve productivity, and reduce turnover. Our talent development initiatives focus on technical capabilities, leadership development, and cross- functional understanding to build a versatile workforce aligned with our strategic objectives. 6 *Continuous Improvement* Additional future roadmap includes designs for the adoption of structured methodologies such as Lean and Six Sigma to identify and eliminate inefficiencies, reduce variation, and optimize resource utilization. These approaches are being integrated into our operational culture through training, incentive alignment, and visible management support. The operational efficiency initiatives will be supported by enhanced performance metrics and accountability structures designed to track progress and identify areas requiring additional attention. Our management team has established specific efficiency targets for each business unit, with regular review processes to assess performance and adjust implementation strategies as needed. These metrics are directly tied to our financial objectives and will be a key component of management performance evaluation in 2025. **Research and Development Pipeline** **** Continued investment in research and development remains a strategic priority for Global Stem Cells Group as we work to expand our therapeutic capabilities, enhance treatment efficacy, and maintain our position at the forefront of regenerative medicine innovation. Our R&D activities span basic science investigation, translational research, and clinical application development, creating a comprehensive innovation pipeline that supports both near-term product enhancements and longer-term technological breakthroughs. Our 2025 R&D strategy focuses on several key areas that represent significant opportunities for advancement in regenerative medicine. These focus areas have been selected based on emerging scientific evidence, unmet clinical needs, and alignment with our existing capabilities and infrastructure. By concentrating our research efforts on these strategic priorities, we optimize our resource allocation while maximizing potential impact on patient outcomes and market growth. | 1. | Exosome Characterization and Optimization: | | ** Advanced analysis of exosome content and function to enhance therapeutic applications | 2. | Combination Therapy Protocols: | | ** Development of synergistic treatment approaches combining stem cells, exosomes, and peptides | 3. | Tissue-Specific Regeneration Techniques: | | ** Specialized protocols for targeted regeneration of specific tissue types and organs | 4. | Biomarker Identification and Validation: | | ** Discovery of predictive indicators for treatment response and outcome measurement | 5. | Delivery System Innovations: | | ** Novel approaches to enhance cellular therapy delivery, targeting, and persistence ** 7 ** Our R&D activities are supported by a network of collaborations with academic institutions, research organizations, and clinical partners that provide access to specialized expertise, advanced technologies, and diverse patient populations. These collaborative relationships accelerate our innovation cycle while ensuring our research directions remain aligned with evolving scientific understanding and clinical practice. In 2025, we plan to expand these collaborative networks with particular emphasis on partnerships that can support our U.S. market entry strategy and enhance our credibility in key international markets. The integration between our R&D activities and our clinical network creates a powerful feedback loop that informs research priorities based on real-world clinical observations while facilitating the rapid translation of research findings into clinical applications. This translational approach differentiates GSCG from purely academic research organizations and enables us to quickly adapt our product offerings and treatment protocols to incorporate emerging scientific insights and technological capabilities. **Financial Outlook and Investment Strategy** **** Global Stem Cells Group enters 2025 with a robust financial foundation and a clear strategy for balancing continued growth investments with improving profitability metrics. Our financial management approach emphasizes disciplined capital allocation, operational cost control, and strategic investments in high-potential growth opportunities. This balanced approach is designed to deliver sustainable long-term value for our stakeholders while maintaining the financial flexibility needed to respond to evolving market conditions. Our 2025 financial projections reflect the impact of our operational efficiency initiatives, continued revenue diversification, and the maturation of investments made in previous years. We anticipate accelerating revenue growth as our manufacturing facilities reach optimal production capacity and our expanded clinic network generates increasing patient volumes. These revenue improvements, combined with operational efficiencies, are expected to drive margin expansion and enhance overall profitability metrics throughout the year. Our capital investment strategy for 2025 prioritizes high-impact projects that directly support our core strategic objectives. Major investment categories include clinic network expansion, manufacturing capacity optimization, technology infrastructure enhancements, and targeted R&D initiatives. Each investment proposal undergoes rigorous evaluation using standardized criteria including expected return on investment, strategic alignment, risk assessment, and implementation timeline. This disciplined approach ensures our capital resources are allocated to opportunities with the greatest potential for value creation. In parallel with our operational investments, we continue to evaluate strategic acquisition opportunities that could accelerate our growth in key markets or enhance our technological capabilities. Our acquisition strategy focuses on targets that offer clear synergies with our existing operations, have compatible corporate cultures, and can be integrated efficiently into our operational structure. While we maintain an active acquisition pipeline, we approach each opportunity with disciplined valuation parameters and clear integration planning to ensure successful outcomes. 8 | Item 1A. | Risk Factors. | | *You should carefully consider the risks described below together with all of the other information included in this registration statement before making an investment decision with regard to our securities. The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment. In addition to other information in this registration statement and in other filings we make with the Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our business as they may have a significant impact on our business, operating results and financial condition. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance and investors should not use historical trends to anticipate results or trends in future periods.* ** **Risks Related to Macroeconomics, COVID-19 Restrictions and Other Conditions** **OUR OPERATIONS AND PERFORMANCE DEPEND SIGNIFICANTLY ON GLOBAL AND REGIONAL ECONOMIC CONDITIONS AND ADVERSE ECONOMIC CONDITIONS CAN MATERIALLY ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.** A deterioration in economic conditions and related drivers of global uncertainty and change, such as reduced business activity, high unemployment, rising interest rates, housing prices, and energy prices (including the price of gasoline), increased consumer indebtedness, lack of available credit, the rate of inflation, and perceptions of the economy, as well as other factors, such as terrorist attacks, protests, looting, and other forms of civil unrest, cyber-attacks and data breaches, public health emergencies (such as the COVID-19 pandemic and other epidemics), extreme weather conditions and climate change, significant changes in the political environment, political instability, armed conflict (such as the ongoing military conflict between Ukraine and Russia and the emerging military conflict in Israel and Gaza) and/or public policy, including increased state, local or federal taxation, could adversely affect our operating results and financial condition. Major public health issues, including pandemics such as the COVID-19 pandemic, have adversely affected, and could in the future materially adversely affect, us due to their impact on the global economy and demand for our regenerative products; the imposition of protective public safety measures, such as shutdowns and restrictive health mandates; and disruptions in our operations, supply chain and sales and distribution channels, resulting in interruptions to our business and the supply of current products and offering of existing services, and delays in production ramps of new products and development of new services. In addition to an adverse impact on demand for our regenerative products and services, uncertainty about, or a decline in, global or regional economic conditions can have a significant impact on our suppliers, contract manufacturers, logistics providers, distributors, and other channel partners, and developers. Potential outcomes include financial instability; inability to obtain credit to finance business operations; and insolvency. As a result, our operating results may be impacted by the health of the global economy. Volatility and disruption in global capital and credit markets may lead to slowdowns or declines in client spending which could adversely affect our business and financial performance. Our business and financial performance, including new business bookings and collection of our accounts receivable, may be adversely affected by current and future economic conditions (including a reduction in the availability of credit, higher energy costs, rising interest rates, financial market volatility and lower than expected economic growth) that cause a slowdown or decline in client spending. Reduced purchases by our clients or changes in payment terms could adversely affect our revenue growth and cause a decrease in our cash flow from operations. Bankruptcies or similar events affecting clients may cause us to incur bad debt expense at levels higher than historically experienced. Further, volatility and disruption in global financial markets may also limit our ability to access the capital markets at a time when we would like, or need, to raise capital, which could have an impact on our ability to react to changing economic and business conditions. Accordingly, if global financial and economic volatility continues or worsens, our business, results of operations and financial condition could be materially and adversely affected. Adverse economic conditions can also lead to increased credit and collectability risk on our trade receivables; the failure of derivative counterparties and other financial institutions; limitations on our ability to issue new debt; reduced liquidity; and declines in the fair values of our financial instruments. These and other impacts can materially adversely affect our business, results of operations, financial condition and stock price. 9 **A PANDEMIC, SUCH AS COVID-19, COULD HAVE A MATERIAL ADVERSE IMPACT ON FINANCIAL RESULTS AND BUSINESS OPERATIONS OF THE COMPANY**. A novel strain of coronavirus (COVID-19) was first identified in December 2019 and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in the markets served. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Companys results of operations and financial position as of and for the year ended December 31, 2022. The full extent of the future impacts of COVID-19 on the Companys 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. **ALL OF REVENUE IS DERIVED FROM CUSTOMERS OUTSIDE THE UNITED STATES, AND WE MAY LOSE REVENUES AND MARKET SHARE DUE TO EXCHANGE RATE FLUCTUATIONS AND POLITICAL AND ECONOMIC CHANGES RELATED TO FOREIGN BUSINESS.** All of our revenue comes from customers outside of the United States. Any US company conducting foreign business is always subject to economic, political and regulatory uncertainties and risks that are unique to each area of the world. Fluctuations in exchange rates may also affect the prices that foreign customers are willing to pay, and may put us at a price disadvantage compared to other competitors. Potentially volatile shifts in exchange rates may negatively affect our financial position and results. **** **RISKS AND UNCERTAINTIES ASSOCIATED WITH OUR OPERATIONS OUTSIDE OF THE UNITED STATES MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS, CASH FLOW, LIQUIDITY OR FINANCIAL CONDITION** These challenges include: (1) compliance with complex and changing laws, regulations and policies of governments that may impact our operations, such as foreign ownership restrictions, import and export controls, tariffs, and trade restrictions; (2) compliance with U.S. and foreign laws that affect the activities of companies abroad, such as anti-corruption laws, competition laws, currency regulations, and laws affecting dealings with certain nations; (3) the difficulties involved in managing an organization doing business in many different countries; (4) rapid changes in government policy, acts of terrorism, or the threat of international boycotts or U.S. anti-boycott legislation; and (5) currency exchange rate fluctuations. **Risks Related to Our Financial Condition** **We have a limited operating history.** The Company was incorporated under the laws of the State of Nevada in 1999 but has only recently acquired Global Stem Cells Group Inc., under which it conducts its current operations. Accordingly, the Company has only a limited operating history with which you can evaluate its business and prospects. An investor in the Company must consider its business and prospects in light of the risks, uncertainties and difficulties frequently encountered by early-stage companies, including limited capital, delays in product development, government regulations, possible marketing and sales obstacles and delays, inability to gain customer and merchant acceptance or inability to achieve significant distribution of our products and services to customers. The Company cannot be certain that it will successfully address these risks. Its failure to address any of these risks could have a material adverse effect on its business. **THE REPORT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONTAINS AN EXPLANATORY PARAGRAPH THAT EXPRESSES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.** **** The report of our independent registered public accounting firm with respect to our financial statements as of December 31, 2024 and for the year then ended indicates that our financial statements have been prepared assuming that we will continue as a going concern. The report states that, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Our plans in regard to these matters are described in Note 2 to our audited financial statements as of December 31, 2024 and 2023 and for the years then ended. If we are not able to continue as a going concern, investors could lose their investments. 10 **Our ability to generate the significant amount of cash needed to service our debt obligations and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors, many of which may be beyond our control.** Our ability to make scheduled payments on, or to refinance our obligations under, our debt, will depend on our financial and operating performance, which, in turn, will be subject to prevailing economic and competitive conditions and to the financial and business factors, many of which may be beyond our control. We cannot guarantee that our business will generate sufficient cash flow from operations, that currently anticipated business opportunities will be realized on schedule or at all, or that future borrowings will be available to us in amounts sufficient to enable us to service our indebtedness and any amounts borrowed under future credit facilities, or to fund our other liquidity needs. We will use cash to pay the principal and interest on our debt. These payments limit funds otherwise available for working capital, capital expenditures, acquisitions, collaborations and other purposes. As a result of these obligations, our current liabilities may exceed our current assets. We may need to take on additional debt as we expand our presence in the global stem cell industry, which could increase our ratio of debt to equity. The need to service our debt may limit funds available for other purposes and our inability to service debt in the future could lead to acceleration of our debt and foreclosure on assets. We cannot guarantee that we will be able to refinance any of our indebtedness or obtain additional financing, particularly because of our anticipated high levels of indebtedness and the indebtedness incurrence restrictions imposed by the agreements governing our indebtedness, as well as prevailing market conditions. We may face substantial liquidity problems and might be required to dispose of material assets or operations to meet our indebtedness service and other obligations. The lending documents restrict, and any agreements governing future indebtedness may restrict, our ability to dispose of assets and use the proceeds from any such dispositions. We cannot guarantee we will be able to consummate any asset sales, or if we do, what the timing of the sales will be or whether the proceeds that we realize will be adequate to meet indebtedness service obligations when due. **Risks Related to Our Business** **The Operations and Commercialization of Stem Cell Therapies is an exciting, new, and integral part of the emerging Regenerative Medicine market, BUT The field remains in its infancy.** As with all new technologies, products, practices and solutions, there are inherit risks related to our industry and business. The field of stem cell therapy is relatively new, and not yet widely adopted by the medical community, and because of that infancy, it may have an adverse effect on our ability to reach potential physicians that are skeptical of the benefits or have questions about the risks, and thus, we may run into resistance in the marketing of our products and services. Stem cell therapies may be susceptible to various risks, including side effects, unintended immune system responses, inadequate therapeutic efficacy, and lack of acceptance by physicians, hospital, and the patients themselves. Our experience and others have shown that physicians are historically slow to adopt new treatment methods based on new technologies, like ours, when existing and trusted methods continue to be supported by established practitioners. Overcoming these obstacles often requires significant marketing expenditures, product performance, cost cutting and/or decreased pricing. We believe the skepticism to be a significant barrier as we attempt to gain market penetration with our products and services. Failure to achieve market acceptance of our products and services would have a material adverse effect on our financial condition. Additionally, part of our success will depend on continuing to establish and maintain effective strategic partnerships and collaborations with our international partners, which may impose challenges, restrictions, and or financial impacts to our business. As we apply our business strategy of establishing and maintaining strategic relationships, we believe this will allow us to expand and complement our products, training, support and commercialization capabilities. This we believe will allow us to reduce costs with greater economies of scale, and leverage a greater source of market intelligence, with crucial meta data gathered of Stem Cell Therapies applied to a full spectrum across global applications. Notwithstanding, there can be no assurances that we will favorably maintain all current or successfully add new relationships to successfully advance our business. 11 **Some of Our Potential Cell Therapy Products and Technologies Are In Early Stages Of Development.** The development of new cell therapy products is a highly risky undertaking, and there can be no assurance that any future research and development efforts we may undertake will be successful. Our potential products will require extensive additional research and development and perhaps regulatory approval before any commercial introduction. There can be no assurance that any future research, development and clinical trial efforts will result in viable products or meet efficacy standards. **WE COMPETE WITH A NUMBER OF COMPANIES IN OUR SPACE AND FACE INCREASED COMPETITION FROM SUCH COMPANIES.** In our global cell therapy operations, 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. Some 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, and our continually expanding global footprint, 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. **We intend to continue strategic business acquisitions and other combinations, which are subject to inherent risks.** In order to expand our solutions, services, and grow our market and client base, we may continue to seek and complete strategic business acquisitions and other combinations that we believe are complementary to our business. Acquisitions have inherent risks which may have a material adverse effect on our business, financial condition, operating results or prospects, including, but not limited to: 1) failure to successfully integrate the business and financial operations, services, intellectual property, solutions or personnel of an acquired business and to maintain uniform standard controls, policies and procedures; 2) diversion of managements attention from other business concerns; 3) entry into markets in which we have little or no direct prior experience; 4) failure to achieve projected synergies and performance targets; 5) loss of clients or key personnel; 6) incurrence of debt or assumption of known and unknown liabilities; 7) write-off of software development costs, goodwill, client lists and amortization of expenses related to intangible assets; 8) dilutive issuances of equity securities; and, 9) accounting deficiencies that could arise in connection with, or as a result of, the acquisition of an acquired company, including issues related to internal control over financial reporting and the time and cost associated with remedying such deficiencies. If we fail to successfully integrate acquired businesses or fail to implement our business strategies with respect to these acquisitions, we may not be able to achieve projected results or support the amount of consideration paid for such acquired businesses. **If we are unable to manage our growth in the new markets in which we offer solutions or services, our business and financial results could suffer.** Our future financial results will depend in part on our ability to profitably manage our business in the new markets that we enter. Difficulties in managing future growth in new markets could have a significant negative impact on our business, financial condition and results of operations. 12 **OUR BUSINESS WILL SUFFER IF OUR NETWORK SYSTEMS, OR OPEN-SOURCE PLATFORM FAILS OR BECOME UNAVAILABLE.** A reduction in the performance, reliability and availability of our network infrastructure would harm our ability to distribute our products to our users, as well as our reputation and ability to attract and retain customers. Our systems and operations could be damaged or interrupted by fire, flood, power loss, telecommunications failure, Internet breakdown, earthquake and similar events. Our systems could also be subject to viruses, break-ins, sabotage, acts of terrorism, acts of vandalism, hacking, cyber-terrorism and similar misconduct. We might not carry adequate business interruption insurance to compensate us for losses that may occur from a system outage. Any system error or failure that causes interruption in availability of our product or an increase in response time could result in a loss of potential customers, which could have a material adverse effect on our business, financial condition and results of operations. If we suffer sustained or repeated interruptions, then our products and services could be less attractive to our users and our business would be materially harmed. **WE MAY NOT BE ABLE TO IMPLEMENT OUR GROWTH AND MARKETING STRATEGY SUCCESSFULLY OR ON A TIMELY BASIS OR AT ALL.** Our future success depends, in large part, on our ability to implement our growth strategy of expanding distribution and sales of our product portfolio, attracting new consumers and introducing new product lines and product extensions. Our sales and operating results will be adversely affected if we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful. **Risks Related to Legal Uncertainty** **We may become subject to legal proceedings that could have a material adverse impact on our financial position and results of operations.** From time to time and in the ordinary course of our business, we may become involved in various legal proceedings. All such legal proceedings are inherently unpredictable and, regardless of the merits of the claims, litigation may be expensive, time-consuming and disruptive to our operations and distracting to management. If resolved against us, such legal proceedings could result in excessive verdicts, injunctive relief or other equitable relief that may affect how we operate our business. Similarly, if we settle such legal proceedings, it may affect how we operate our business. Future court decisions, alternative dispute resolution awards, business expansion or legislative activity may increase our exposure to litigation and regulatory investigations. In some cases, substantial noneconomic remedies or punitive damages may be sought. Although we maintain liability insurance coverage, there can be no assurance that such coverage will cover any particular verdict, judgment or settlement that may be entered against us, that such coverage will prove to be adequate or that such coverage will continue to remain available on acceptable terms, if at all. If we incur liability that exceeds our insurance coverage or that is not within the scope of the coverage in legal proceedings brought against us, it could have an adverse effect on our business, financial condition and results of operations. | | | Certification, licensing or regulatory requirements; | | | | | | | | | | Unexpected changes in regulatory requirements; | | | | | | | | | | Changes to or reduced protection of intellectual property rights in some countries | | **DEFECTS IN THE PRODUCTS WE SELL OR FAILURES IN QUALITY CONTROL RELATED TO OUR DISTRIBUTION OF PRODUCTS COULD IMPAIR OUR ABILITY TO SELL OUR PRODUCTS OR COULD RESULT INPRODUCT LIABILITYCLAIMS, LITIGATION AND OTHER SIGNIFICANT EVENTS INVOLVING SUBSTANTIAL COSTS.** Detection of any significant defects in our regenerative medicine products that we sell or failure in our quality control procedures or the quality control procedures of our suppliers may result in, among other things, delay in time-to-market, loss of sales and market acceptance of our products, diversion of development resources, injury to our reputation and restrictions imposed by governmental agencies. The costs we may incur in correcting any product defects may be substantial and we may not be able to identify adequate remedies, if required. Additionally, errors, defects or other performance problems could result in financial or other damages to our customers, which could result in litigation.Product liabilitylitigation, even if we prevail and/or our suppliers, would be time consuming and costly to defend, and if we and/or our product suppliers do not prevail, could result in the imposition of a damages award. We presently do not maintainproduct liabilityinsurance and we are therefore exposed to claims without the benefit of insurance. **If we should in the future become required to obtain regulatory approval to market and sell our pRODUCTS AND services we will not be able to generate any revenues until such approval is received.** The medical industry is subject to stringent regulation by a wide range of authorities. Although Stem Cell therapy is heavily regulated in the US by the Food and Drug Administration, we do not focus our business portfolio in U.S. markets. To this end, we have suspended operations in the U.S. 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. 13 However, while we are not presently required to obtain regulatory approval in regulated markets, such as the U.S., to create, market and sell our products and services we cannot predict whether regulatory clearance will be required in the future and, if so, whether such clearance will at such time be obtained, whether for the products and services that we have commercialized or may attempt to develop. Should such regulatory approval in the future be required, our products and services may be suspended or may not be able to be marketed and sold until we have completed the regulatory clearance process as and if implemented by the FDA or similar foreign regulatory entities. Satisfaction of regulatory requirements typically takes many years, is dependent upon the type, complexity and novelty of the product or service and would require the expenditure of substantial resources. If regulatory clearance of products and services is granted, this clearance may be limited to those particular states and conditions for which the products and services are demonstrated to be safe and effective, which would limit our ability to generate revenue. We cannot ensure that any products and services developed by us will meet all of the applicable regulatory requirements needed to receive marketing clearance. Failure to obtain regulatory approval will prevent commercialization of our products and services where such clearance is necessary. There can be no assurance we will obtain regulatory approval of our products and services that may require it. **We may be unable to protect our intellectual property from infringement by third parties, and third parties may claim that we are infringing on their intellectual property, either of which could materially and adversely affect us.** We intend to rely on patent protection, trade secrets, technical know-how and continuing technological innovation to protect our intellectual property, and we expect to require any employees, consultants and advisors that we may hire or engage in the future to execute confidentiality and assignment of inventions agreements in connection with their employment, consulting or advisory relationships. There can be no assurance, however, that these agreements will not be breached or that we will have adequate remedies for any such breach. Despite our efforts to protect our intellectual property, third parties may infringe or misappropriate our intellectual property or may develop intellectual property competitive with ours. Our competitors may independently develop similar technology or otherwise duplicate our products and services. As a result, we may have to litigate to enforce and protect our intellectual property rights to determine their scope, validity or enforceability. Intellectual property litigation is particularly expensive, time-consuming, diverts the attention of management and technical personnel and could result in substantial cost and uncertainty regarding our future viability. The loss of intellectual property protection or the inability to secure or enforce intellectual property protection would limit our ability to produce and/or market our products and services in the future and would likely have an adverse effect on any revenues we may in the future be able to generate by the sale or license of such intellectual property. We may be subject to costly litigation in the event our future services or technology infringe upon another partys proprietary rights. Third parties may have, or may eventually be issued, patents that would be infringed by our technology. Any of these third parties could make a claim of infringement against us with respect to our technology. We may also be subject to claims by third parties for breach of copyright, trademark or license usage rights. Any such claims and any resulting litigation could subject us to significant liability for damages or injunctions precluding us from utilizing our technology or services or marketing or selling any products or services under the same. An adverse determination in any litigation of this type could require us to design around a third partys patent, license alternative technology from another party or otherwise result in limitations in our ability to use the intellectual property subject to such claims. **We may be Exposed to Liabilities under the Foreign Corrupt Practices Act and any Determination that we Violated these Laws could have a Material Adverse Effect on our Business.** We are subject to the Foreign Corrupt Practices Act (FCPA), and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute, for the purpose of obtaining or retaining business. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective and our employees, consultants, sales agents or distributors may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. **THERE MAY BE DEFICIENCIES WITH OUR INTERNAL CONTROLS THAT REQUIRE IMPROVEMENTS, AND IF WE ARE UNABLE TO ADEQUATELY EVALUATE INTERNAL CONTROLS, WE MAY BE SUBJECT TO SANCTIONS BY THE SEC.** We are exposed to potential risks from legislation requiring companies to evaluate internal controls under Section 404a of the Sarbanes-Oxley Act of 2002. As a smaller reporting company and emerging growth company, we will not be required to provide a report on the effectiveness of our internal controls over financial reporting until our second annual report, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are an emerging growth company or a smaller reporting company. We have not yet evaluated whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations. If we are not able to meet the requirements of Section 404a in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by regulatory authorities, such as the SEC. 14 **Risks Related to Our Management and Control Persons** **WE RELY HEAVILY ON OUR MANAGEMENT, AND THE LOSS OF THEIR SERVICES COULD ADVERSELY AFFECT OUR BUSINESS.** Our success is highly dependent upon the continued services of our Chief Executive Officer, David Christensen. The loss of Mr. Christensens services would have a material adverse effect on the Company and its business operations. The market for skilled employees is highly competitive, especially for employees in our industry. Although we expect that our planned compensation programs will be intended to attract and retain the employees required for us to be successful, there can be no assurance that we will be able to retain the services of all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required. **OUR LACK OF ADEQUATE D&O INSURANCE MAY ALSO MAKE IT DIFFICULT FOR US TO RETAIN AND ATTRACT TALENTED AND SKILLED DIRECTORS AND OFFICERS.** In the future we may be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (D&O) insurance. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business. **OUR SERIES AA HOLDERS POSSESS SIGNIFICANT VOTING POWER WITH RESPECT TO OUR VOTING STOCK, WHICH WILL LIMIT YOUR INFLUENCE ON CORPORATE MATTERS.** There are currently 50,000 shares of Series AA Preferred Stock held by David Christensen, the Companys CEO. As a result of the issuance of 1,000,000 shares of Series AA Preferred Stock to Benito Novas, a change of control has occurred. The amended certificate of designation for the Series AA Preferred Stock provides that all of the holders of the Series AA 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. The amended certificate of designation for the Series AA Preferred Stock further provides that a unanimous consent of the holders of Series AA Preferred Stock is necessary for, among other things, a change in control of the Company, requiring the votes of both Messrs. Christensen and Novas. The holder of the Series AA Super Voting Preferred Stock 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 Corporations 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. As a result, our insiders have the ability to significantly influence our management and affairs through the election and removal of our Board and all other matters requiring stockholder approval, including any future merger, consolidation or sale of all or substantially all of our assets. This concentrated voting power could discourage others from initiating any potential merger, takeover or other change-of-control transaction that may otherwise be beneficial to our stockholders. Furthermore, this concentrated control will limit the practical effect of your influence over our business and affairs, through any stockholder vote or otherwise. Any of these effects could depress the price of our common stock. **THE ELIMINATION OF MONETARY LIABILITY AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES UNDER OUR ARTICLES OF INCORPORATION AND THE EXISTENCE OF INDEMNIFICATION RIGHTS TO OUR DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN SUBSTANTIAL EXPENDITURES BY OUR COMPANY AND MAY DISCOURAGE LAWSUITS AGAINST OUR DIRECTORS, OFFICERS AND EMPLOYEES.** Our Articles of Incorporation contain provisions that eliminate the liability of our directors for monetary damages to our Company and shareholders. Our Amended and Restated Bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit our Company and shareholders. **OUR OFFICER AND DIRECTORS HAS LIMITED EXPERIENCE MANAGING A PUBLIC COMPANY.** Our officer and director has limited experience managing a public company. Consequently, we may not be able to raise any funds or run our public company successfully. Our executive officer and directors lack of experience of managing a public company could cause you to lose some or all of your investment. 15 **Risks Related to Our Common Stock** **OUR STOCK PRICE MAY BE VOLATILE OR MAY DECLINE REGARDLESS OF OUR OPERATING PERFORMANCE, AND YOU MAY LOSE PART OR ALL OF YOUR INVESTMENT.** The market price of our common stock may fluctuate widely in response to various factors, some of which are beyond our control, including: | | market conditions or trends in the dietary supplement industry or in the economy as a whole; | | | | actions by competitors; | | | | actual or anticipated growth rates relative to our competitors; | | | | the publics response to press releases or other public announcements by us or third parties, including our filings with the SEC; | | | | economic, legal and regulatory factors unrelated to our performance; | | | | any future guidance we may provide to the public, any changes in such guidance or any difference between our guidance and actual results; | | | | changes in financial estimates or recommendations by any securities analysts who follow our common stock; | | | | speculation by the press or investment community regarding our business; | | | | litigation; | | | | changes in key personnel; and | | | | future sales of our common stock by our officers, directors and significant shareholders. | | In addition, the stock markets, including the over-the-counter markets where we are quoted, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These broad market fluctuations may materially affect our stock price, regardless of our operating results. Furthermore, the market for our common stock historically has been limited and we cannot guarantee that a larger market will ever be developed or maintained. The price at which investors purchase shares of our common stock may not be indicative of the price that will prevail in the trading market. Market fluctuations and volatility, as well as general economic, market and political conditions, could reduce our market price. As a result, these factors may make it more difficult or impossible for you to sell our common stock for a positive return on your investment. In the past, shareholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business. **FUTURE SALES OF SHARES OF OUR COMMON STOCK, OR THE PERCEPTION IN THE PUBLIC MARKETS THAT THESE SALES MAY OCCUR, MAY DEPRESS OUR STOCK PRICE.** The market price of our common stock could decline significantly as a result of sales of a large number of shares of our common stock. In addition, if our significant shareholders sell a large number of shares, or if we issue a large number of shares, the market price of our stock could decline. Any issuance of additional common stock by us in the future, or warrants or options to purchase our common stock, if exercised, would result in dilution to our existing shareholders. Such issuances could be made at a price that reflects a discount or a premium to the then-current trading price of our common stock. Moreover, the perception in the public market that shareholders might sell shares of our stock or that we could make a significant issuance of additional common stock in the future could depress the market for our shares. These sales, or the perception that these sales might occur, could depress the market price of our common stock or make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. We have issued shares of common stock, options and convertible notes which are convertible into shares of our common stock in connection with our private placements and certain employment, director and consultant agreements. In addition, we issued shares of our common stock and convertible notes which are convertible into shares of our common stock, in financing transactions and pursuant to employment agreements that are deemed to be restricted securities, as that term is defined in Rule 144 promulgated under the Securities Act. From time to time, certain of our shareholders may be eligible to sell all or some of their restricted shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, subject to certain limitations. The resale pursuant to Rule 144 of shares acquired from us in private transactions could cause our stock price to decline significantly. 16 **PENNY STOCK RULES MAY MAKE BUYING OR SELLING OUR COMMON STOCK DIFFICULT.** If the market price for our common stock is below $5.00 per share, trading in our common stock may be subject to the penny stock rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules would require that any broker-dealer that would recommend our common stock to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchasers written agreement to execute the transaction. Unless an exception is available, the regulations would require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market price and liquidity of our common stock. **POTENTIAL FUTURE FINANCINGS MAY DILUTE THE HOLDINGS OF OUR CURRENT SHAREHOLDERS.** In order to provide capital for the operation of our business, in the future we may enter into financing arrangements. These arrangements may involve the issuance of new shares of common stock, preferred stock that is convertible into common stock, debt securities that are convertible into common stock or warrants for the purchase of common stock. Any of these items could result in a material increase in the number of shares of common stock outstanding, which would in turn result in a dilution of the ownership interests of existing common shareholders. In addition, these new securities could contain provisions, such as priorities on distributions and voting rights, which could affect the value of our existing common stock. **WE CURRENTLY DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK. AS A RESULT, YOUR ONLY OPPORTUNITY TO ACHIEVE A RETURN ON YOUR INVESTMENT IS IF THE PRICE OF OUR COMMON STOCK APPRECIATES.** We currently do not expect to declare or pay dividends on our common stock. In addition, in the future we may enter into agreements that prohibit or restrict our ability to declare or pay dividends on our common stock. As a result, your only opportunity to achieve a return on your investment will be if the market price of our common stock appreciates and you sell your shares at a profit. **YOU MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST DUE TO THE FUTURE ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK.** We are in a capital intensive business and we do not have sufficient funds to finance the growth of or to support our projected capital expenditures. As a result, we will require additional funds from future equity or debt financings, including tax equity financing transactions or sales of preferred shares or convertible debt, to complete the development of new projects and pay the general and administrative costs of our business. We may in the future issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of holders of our common stock. We are currently authorized to issue 100,000,000 shares of common stock and 11,000,000 shares of preferred stock, both with par value of $0.001 per share. The potential issuance of such additional shares of common stock or preferred stock or convertible debt may create downward pressure on the trading price of our common stock. We may also issue additional shares of common stock or other securities that are convertible into or exercisable for common stock in future public offerings or private placements for capital raising purposes or for other business purposes. The future issuance of a substantial number of common shares into the public market, or the perception that such issuance could occur, could adversely affect the prevailing market price of our common shares. A decline in the price of our common shares could make it more difficult to raise funds through future offerings of our common shares or securities convertible into common shares. **WE HAVE A SIGNIFICANT NUMBER OF SHARES OF OUR COMMON STOCK ISSUABLE UPON CONVERSION OF CERTAIN OUTSTANDING CONVERTIBLE SECURITIES, AND THE ISSUANCE OF SUCH SHARES UPON EXERCISE OR CONVERSION WILL HAVE A SIGNIFICANT DILUTIVE IMPACT ON OUR STOCKHOLDERS. SALES OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK MAY ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK AND THE ISSUANCE OF ADDITIONAL SHARES WILL DILUTE ALL OTHER STOCKHOLDERS.** As of December 31, 2024, there were 70,000,000 shares of Common Stock issuable upon the exercise of options and warrants at weighted average exercise price of $0.10, 180,346 shares from the conversion of outstanding convertible notes and 39,231,798 shares from the conversion of outstanding convertible preferred stock. Our articles of incorporation, as amended, permits the issuance of up to 100,000,000 shares of Common Stock. As such, we have the ability to issue substantial amounts of Common Stock in the future, which would dilute the percentage ownership held by stockholders. 17 **FUTURE ISSUANCE OF OUR COMMON STOCK, PREFERRED STOCK, OPTIONS AND WARRANTS COULD DILUTE THE INTERESTS OF EXISTING STOCKHOLDERS.** We may issue additional shares of our common stock, preferred stock, options and warrants in the future. The issuance of a substantial amount of common stock, options and warrants could have the effect of substantially diluting the interests of our current stockholders. In addition, the sale of a substantial amount of common stock or preferred stock in the public market, or the exercise of a substantial number of warrants and options either in the initial issuance or in a subsequent resale by the target company in an acquisition which received such common stock as consideration or by investors who acquired such common stock in a private placement could have an adverse effect on the market price of our common stock. **OUR ARTICLES OF INCORPORATION GRANTS OUR BOARD THE POWER TO ISSUE ADDITIONAL SHARES OF COMMON AND PREFERRED SHARES AND TO DESIGNATE OTHER CLASSES OF PREFERRED SHARES, ALL WITHOUT STOCKHOLDER APPROVAL.** As of December 31, 2024, our authorized capital consists of 100,000,000 shares of common stock and 11,000,000 shares are authorized as preferred stock, both with a par value of $0.001 per share. Our Board, without any action by our stockholders, may designate and issue shares of preferred stock in such series as it deems appropriate and establish the rights, preferences and privileges of such shares, including dividends, liquidation and voting rights, provided it is consistent with Nevada law. The rights of holders of our preferred stock that may be issued could be superior to the rights of holders of our shares of common stock. The designation and issuance of shares of capital stock having preferential rights could adversely affect other rights appurtenant to shares of our common stock. Furthermore, any issuances of additional stock (common or preferred) will dilute the percentage of ownership interest of then-current holders of our capital stock and may dilute our book value per share. **BECAUSE THE COMPANY IS A SMALLER REPORTING COMPANY, WE MAY TAKE ADVANTAGE OF CERTAIN SCALED DISCLOSURES AVAILABLE TO US, RESULTING IN HOLDERS OF OUR SECURITIES RECEIVING LESS COMPANY INFORMATION THAN THEY WOULD RECEIVE FROM A PUBLIC COMPANY THAT IS NOT A SMALLER REPORTING COMPANY.** We are a smaller reporting company as defined in the Exchange Act. As a smaller reporting company, we may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (i) our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. To the extent we take advantage of any reduced disclosure obligations, it may make it harder for investors to analyze the Companys results of operations and financial prospectus in comparison with other public companies. **BECAUSE WE ARE A SMALL COMPANY WITH A LIMITED OPERATING HISTORY, HOLDERS OF COMMON STOCK MAY FIND IT DIFFICULT TO SELL THEIR STOCK IN THE PUBLIC MARKETS.** The number of persons interested in purchasing our common stock at any given time may be relatively small. This situation is attributable to a number of factors. One factor is that we are a small company that is still relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume. Another factor is that, even if the Company came to the attention of these persons, they tend to be risk-averse and would likely be reluctant to follow an unproven company such as ours. Furthermore, many brokerage firms may not be willing to effect transactions in our securities, including our common stock. As a consequence, there may be periods when trading activity in our common stock is minimal or even non-existent, as compared to trading activity in the securities of a seasoned issuer with a large and steady volume of trading activity. We cannot give you any assurance that an active public trading market for our common stock or other securities will develop or be sustained, or that, if developed, the trading levels will be sustained. 18 **OUR COMMON STOCK IS QUOTED THROUGH THE OTC MARKETS, WHICH MAY HAVE AN UNFAVORABLE IMPACT ON OUR STOCK PRICE AND LIQUIDITY.** **** The Companys common stock is quoted on the OTC Markets, which is a significantly more limited market than the New York Stock Exchange or NASDAQ. The trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, follow a policy of not investing in OTC Markets stocks and certain major brokerage firms restrict their brokers from recommending OTC Markets stocks because they are considered speculative and volatile. The trading volume of the Companys common stock has been and may continue to be limited and sporadic. As a result, the quoted price for the Companys common stock on the OTC Markets may not necessarily be a reliable indicator of its fair market value. Additionally, the securities of small capitalization companies may trade less frequently and in more limited volume than those of more established companies. The market for small capitalization companies is generally volatile, with wide price fluctuations not necessarily related to the operating performance of such companies. **WE MAY SEEK TO RAISE ADDITIONAL FUNDS, FINANCE ACQUISITIONS OR DEVELOP STRATEGIC RELATIONSHIPS BY ISSUING CAPITAL STOCK.** We may finance our operations and develop strategic relationships by issuing equity or debt securities, which could significantly reduce the percentage ownership of our existing stockholders. Furthermore, any newly issued securities could have rights, preferences and privileges senior to those of our existing stock. Moreover, any issuances by us of equity securities may be at or below the prevailing market price of our stock and in any event may have a dilutive impact on your ownership interest, which could cause the market price of our stock to decline. This information is not required for smaller reporting companies. | ITEM 1C. | CYBERSECURITY | | We rely on our information technology to operate our business. As such, we have policies and processes designed to protect our information technology systems, some of which are managed by third parties, and resolve issues in a timely manner in the event of a cybersecurity threat or incident. We have designed our business applications and hosting services to minimize the impact that cybersecurity incidents could have on our business and have identified back-up systems where appropriate. We seek to further mitigate cybersecurity risks through a combination of monitoring and detection activities, use of anti-malware applications, employee training, quality audits and communication and reporting structures, among other processes. We engage a third-party consultant to assist us with our cybersecurity risk management framework, including the monitoring and detection of cybersecurity threats and responding to any cybersecurity threats or incidents. Our third-party consultant team is managed by our Chief Financial Officer who reports to the Audit Committee at the board-level, as appropriate. As of December 31, 2024, we have not identified an indication of a cybersecurity incident that would have a material impact on our business and consolidated financial statements. | ITEM 2. | PROPERTIES | | We maintain our current principal office at 433 Plaza Real Suite 275 Boca Raton, Florida 33432. Our phone number is (800) 956-3935. 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. In January 2022, the Company began the buildout of the clinic and order equipment. The Cancun facility was to be inaugurated in May 2022 is accredited both by the Mexican General Health Council and Cofepris (Mexican FDA). 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. On December 31, 2024, the company signed a five-year extension commencing on December 31, 2024, and ending on December 31, 2029. The monthly rent and security deposit remained the same. | ITEM 3. | LEGAL PROCEEDINGS | | **** To the Companys knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Companys or our Companys subsidiaries officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. | ITEM 4. | MINE SAFETY DISCLOSURES | | Not applicable. 19 **PART II** | ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. | | **Market Information.** Our common stock is qualified for quotation on the OTC Markets-OTCPink under the symbol RMTG and has been quoted on the OTCPINK since October 16, 2018. There currently is no liquid trading market for our common stock. There can be no assurance that a significant active trading market in our common stock will develop, or if such a market develops, that it will be sustained. The closing price of our common stock at December 31, 2024 was $0.0285. **Penny Stock** The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b) contains a description of the brokers or dealers duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and askprice;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customers account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities. **Holders** As of March 31, 2025, we had 148 shareholders of common stock per transfer agents shareholder list. **Dividends** The Company has not paid any cash dividends to date and does not anticipate or contemplate paying any dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the growth of the Registrants business. 20 **Equity Compensation Plan Information** The Company does not currently have an equity compensation plan in place. **Recent Sales of Unregistered Securities** **** On or about December 17, 2023, the Company issued 50,000 shares of common stock as commitment shares under an Equity Financing Agreement. On February 29, 2024, the Company issued 45,030 shares of common stock for conversion of convertible notes. The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to information about us. | ITEM 6. | [RESERVED] | | | ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | **General** **** The following is a discussion by management of its view of the Companys business, financial condition, and corporate performance for the past year. The purpose of this information is to give managements recap of the past year, and to give an understanding of managements current outlook for the near future. This section is meant to be read in conjunction with the Financial Statements of this Annual Report on Form 10-K. **** **Results of Operations** Below is a summary of the results of operations for the years ended December 31, 2024, and 2023. | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | $ Change | | | % Change | | | | Revenue | | $ | 4,107,494 | | | $ | 2,409,953 | | | $ | 1,697,541 | | | | 70.44 | % | | | Cost of revenue | | | 1,284,375 | | | | 734,285 | | | | 550,090 | | | | 74.92 | % | | | Gross profit | | | 2,823,119 | | | | 1,675,668 | | | | 1,147,451 | | | | 68.48 | % | | | | | | | | | | | | | | | | | | | | | | Operating expenses | | | | | | | | | | | | | | | | | | | Advertising and marketing | | | 456,431 | | | | 476,989 | | | | (20,558 | ) | | | -4.31 | % | | | Professional fees | | | 1,124,439 | | | | 752,277 | | | | 372,162 | | | | 49.47 | % | | | Officer compensation | | | 90,000 | | | | 90,000 | | | | - | | | | 0.00 | % | | | Depreciation and amortization expense | | | 220,559 | | | | 310,102 | | | | (89,543 | ) | | | -28.88 | % | | | Investor relations | | | 52,193 | | | | 9,000 | | | | 43,193 | | | | 479.92 | % | | | General and administrative | | | 798,316 | | | | 752,526 | | | | 45,790 | | | | 6.08 | % | | | Total operating expenses | | | 2,741,938 | | | | 2,390,894 | | | | 353,044 | | | | 14.68 | % | | | | | | | | | | | | | | | | | | | | | | Other income (expense) | | | | | | | | | | | | | | | | | | | Interest expense | | | (5,641,609 | ) | | | (6,491,538 | ) | | | 849,929 | | | | -13.09 | % | | | Gain on derivative financial instruments | | | (2,543 | ) | | | 4,798 | | | | (7,341 | ) | | | -153.00 | % | | | Gain on settlement of debt | | | - | | | | 2,463 | | | | (2,463 | ) | | | -100.00 | % | | | Gain on extinguishment of debt | | | - | | | | 1,511,297 | | | | (1,511,297 | ) | | | -100.00 | % | | | Impairment of goodwill | | | - | | | | (4,125,460 | ) | | | 4,125,460 | | | | -100.00 | % | | | Net loss | | $ | (5,562,971 | ) | | $ | (9,813,666 | ) | | $ | 4,250,695 | | | | -412.30 | % | | 21 **Revenue** Revenue increased by 70.44% in the amount of $1,697,541 for the year ended December 31, 2024, compared to the same period in 2023. The increase in revenue was across all categories of revenue and 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 perform patient procedures. We expect that our revenues will increase in future quarters as a result of our ongoing marketing and brand awareness campaigns, training seminars, lectures and other efforts we engage in that expand our presence in the industry and provide us with more opportunities to sell our products. We also expect revenues to increase with the opening of our new clinic in Dubai, UAE, on November 23, 2024. This clinic, alongside our existing clinic in Cancun, will also provide a facility for physicians to come for training and perform patient procedures. We have also added new regenerative products that are expected to further increase revenue. In August 2024, we introduced our new line of innovative Cellgenic peptides. This new product line is expected to play a crucial role in the field of regenerative medicine. Our Cellgenic peptides have the potential to address the following health concerns: healing and recovery from injuries, enhancing muscle recovery and reducing inflammation, enhancing tanning and improving sexual function, improving body composition and metabolic health, managing weight loss and diabetes, among other potential health potential benefits. The following table presents the Companys revenue by product category for the years ended December 31, 2024, and 2023: | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Training | | $ | 809,654 | | | $ | 599,425 | | | | Product supplies | | | 1,748,960 | | | | 1,329,159 | | | | Equipment | | | 177,225 | | | | 162,370 | | | | Patient procedures | | | 1,371,655 | | | | 318,999 | | | | Total revenue | | $ | 4,107,494 | | | $ | 2,409,953 | | | **Operating Expenses** Operating expenses increased by 14.68% in the amount of $351,044 for the year ended December 31, 2024, compared to the year ended 2023. Listed below are the major changes to operating expenses: Advertising and marketing fees decreased by $20,558 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to a decrease in advertising by Global Stem Cells Group. Professional fees increased by $372,162 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to expansion of the Cancun facility. Depreciation and amortization decreased by $89,543 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to a five-year lease extension on the Cancun facility. Investor relations increased by $43,193 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to an agreement with an investor relation firm in February 2024. General and administrative expense increased by $45,790 for the year ended December 31, 2024, compared to the year ended 2023, primarily due to Cancun renovations. We expect our overall operating expenses to increase into 2025 as we further implement our business plan. We expect increases in future quarters over all major categories as we engage in efforts to increase brand awareness with our products and services, including advertising campaigns and investor relation services. We also expect an increase in general operating costs and growth initiatives as we ramp up operations and seek to expand them. The opening of a new clinic on November 23, 2024, in Dubai, UAE will also increase our operating expenses with a new lease of property, staff, equipment and other expenses associated with this growth initiative. **** 22 **** **Other Expense** Other expense decreased by $3,454,288 for the year ended December 31, 2024, compared to the same period in 2023, primarily as a result of impairment of goodwill of $4,125,460 and gain on extinguishment of debt of $1,511,297 in 2023, and the decrease of $270,567 of interest on promissory notes. We had interest expense of $5,641,609 and $6,491,538 for the years ended December 31, 2024, and 2023, respectively. We expect to continue to experience high interest payments in the future as a result of our outstanding liabilities. 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, and we will be unable to repay the loans. If this happens, we could go out of business. **Net Loss** We recorded a net loss of $5,562,971 for the year ended December 31, 2024, as compared with a net loss of $9,813,666 for the year ended 2023. **Liquidity and Capital Resources** Since inception, the Company has financed its operations through private placements, convertible notes, and unsecured and secured debt. The following is a summary of the cash and cash equivalents as of December 31, 2024, and December 31, 2023. | | | December31, 2024 | | | December31, 2023 | | | $ Change | | | % Change | | | | Cash and cash equivalents | | $ | 1,165,820 | | | $ | 530,540 | | | $ | 635,279 | | | | 119.74 | % | | **Summary of Cash Flows** Below is a summary of the Companys cash flows for the years ended December 31, 2024, and 2023. | | | FortheYearsEnded December31, | | | | | | 2024 | | | 2023 | | | | Net cash provided (used) in operating activities | | $ | 850,699 | | | $ | (419,199 | ) | | | Net cash used by investing activities | | | (215,419 | ) | | | (385,596 | ) | | | Net cash used by financing activities | | | - | | | | (309,850 | ) | | | Net increase (decrease) in cash and cash equivalents | | $ | 635,280 | | | $ | (1,114,645 | ) | | **Operating activities** Net cash provided by operating activities was $850,699 during the year ended December 31, 2024, and consisted of a net change in operating assets and liabilities of $4,063,888 and non-cash items of $2,349,782, offset by a net loss of $5,562,971. The primary non-cash items for the year ended December 31, 2024, consisted of amortization of debt discount of $2,126,680, depreciation and amortization of $220,560 and change in derivative liabilities of $2,543. The significant change in operating assets and liabilities was an increase in accounts payable. Net cash used in operating activities was $419,200 during the year ended December 31, 2023, and consisted of a net loss of $9,813,666, which was offset by a net change in operating assets and liabilities of $3,417,093 and non-cash items of $5,977,373. The primary non-cash items for the year ended December 31, 2023, consisted of impairment of goodwill of $4,125,460, amortization of debt discount of $3,059,914, depreciation and amortization of $310,102 and shares issued for services of $455 offset by change in derivative liabilities of $4,798 and gain on extinguishment of debt of $1,511,297. The significant change in operating assets and liabilities was an increase in accounts payable and accounts receivable. **Investing activities** **** Net cash used in investing activities was $215,419 and consisted of the purchase of property and equipment associated with the Cancun facility during the year ended December 31, 2024. Net cash used in investing activities was $385,596 and consisted of the purchase of property and equipment associated with the Cancun facility during the year ended December 31, 2023 23 **Financing activities** Net cash used in financing activities was $0.00 for the year ended December 31, 2024. Net cash used in financing activities was $309,850 and consisted of principal payment of debt of $9,850 and consideration paid to note holders of $300,000 for the year ended December 31, 2023. 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 $16,144,442 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, theres a risk we could go out of business. At December 31, 2024, we had limited cash of $1,165,820, a substantial working capital deficit, and although our revenues have increased, future losses are anticipated. Based upon the current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired, and we could go out of business. There can be no assurance that such additional financing will be available to us on acceptable terms or at all. **Going Concern** **** The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $67,553,102 and a working capital deficit of $27,718,162 as of December 31, 2024, and future losses are anticipated. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern. The ability of the Company to continue its operations as a going concern is dependent on managements 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. **Off-Balance Sheet Arrangements** **** As of December 31, 2024, the Company had no off-balance sheet arrangements. **Critical Accounting Policies** Our critical accounting policies have not materially changed during the year ended December 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. 24 **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. **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** Recently adopted accounting pronouncements require public companies to disclose the impact of new standards on their financial statements, including details about the standard, the adoption date, method of adoption, and expected effects.These disclosures help investors understand how changes in accounting principles will affect a company's financial performance and position. **Recently Adopted Accounting Pronouncements.**In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods withinfiscal years beginning after December 15, 2024. Adoption of this standard is on a modified retrospective basis and had no impact on the Companys financial position, results of operations, cash flows or net income per share. As of 2024 and 2023 the Company had one reporting segment, all revenue is reported under this segment Global Stem Cells Group. 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 Companys consolidated financial statements. **** **Revenue Recognition** **** In accordance with FASB ASC 606, *Revenue from Contracts with Customers*, we determine revenue recognition through 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 Companys 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 receive 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 products through GSCG, which includes EC Certificate from Institute for Testing and Certificating, Inc. Products are paid for upfront and shipped from GSCG directly to physicians or picked up physicians at seminars or training events. Transfer of control is when the product is shipped or picked up at seminars or training events, 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 or shipped from GSCG to physicians. Transfer of control is when the equipment is shipped, which is when revenue is recognized. | | | | Patient Procedures - Patient procedures are the treatments GSCG is offering at its Cancun clinic. Once thepatientagrees with the treatment plan and estimate, the procedure is scheduled with a deposit. The procedure can be cancelled up to 21 days from scheduled treatment date with a 50% refund of deposit, which is when deposit is recognized as revenue. The transfer of control is when the procedures are completed, which is when revenue is recognized. | | 25 The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer or as services are performed. Revenue is measured based on the consideration the Company receives in exchange for those products **Use of Estimates** **** 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 valuations, valuation of preferred stock, fair value estimates, valuation of assets and liabilities in business combination and in its going concern analysis. **** **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, 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 entitys own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. | | At December 31, 2024, and December 31, 2023, the carrying amounts of the Companys 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, 2024, and December 31, 2023, 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. | ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | | We are not required to provide the information required by this Item because we are a smaller reporting company. | ITEM 8. | FINANCIAL STATEMENTS | | The financial statements required by this Item 8 are included in this Annual Report following Item 15 hereof. As a smaller reporting company, we are not required to provide supplementary financial information. 26 | ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | | None | ITEM 9A. | CONTROLS AND PROCEDURES | | **Evaluation of Disclosure Controls and Procedures** We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below. | 1. | We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the year ended December 31, 2024. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. | | | | 2. | We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between nonfinancial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness. | | | | | | | | | 3. | The Company failed to account for the acquisition of GSCG using the full purchase accounting method in accordance with ASC 805. | | To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. We have not remedied the material weaknesses as of December 31, 2024. The Company plans to take remedial action to address these weaknesses during the fiscal year ended 2025. **Changes in Internal Control Over Financial Reporting** There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the year ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except the implementation of the controls identified above. 27 | ITEM 9B. | OTHER INFORMATION | | **Series CC Preferred Stock** On April 9, 2025, pursuant to our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series CC Preferred Stock, consisting of up to one thousand (1,000) shares. The Certificate of Designation for the Series CC Preferred Stock contains the following features: | 1) | No voting rights; | | | 2) | No dividend rights; | | | 3) | The holders of Series C Preferred Stock may, from time to time and at any time convert part or all of the shares of Series CC 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 common stock of the Company on the date of conversion by 1,000. | | | 4) | All shares of the Series CC Preferred Stock shall rank (i) prior to the common stock; and (ii) pari passu with any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained) specifically ranking, by its terms, on parity with the Series CC Preferred Stock; and (iii) junior to any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders) specifically ranking, by its terms, senior to the Series CC Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; and | | | 5) | So long as any Series CC Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous approval of all of the Series CC Preferred Stock holders: (A) alter or change the rights, preferences or privileges of the Series CC Preferred Stock, or alter or change the rights, preferences or privileges of any other capital stock of the Company so as to affect adversely the Series CC Preferred Stock, (B) Issue any additional shares of Series CC Preferred Stock (C) Increase the authorized number of shares of Series CC Preferred Stock (D) sell all or substantially all of the Companys assets outside the ordinary course of business, (E) declare bankruptcy or file for a reorganization or recapitalization of the Company or similar filing, (F) incur any debt outside of ordinary course of business, (G) create any new classes of shares or changes to the preferences of existing classes of shares, (H) change the Companys business activities. | | The full rights afforded to the holders of Series CC Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on April 10, 2025, attached to this Annual Report on Form 10-K as Exhibit 3.10, and is incorporated by reference herein. **Secured Loan Transaction** On April 9, 2025, the Company entered into a Secured Loan Agreement (the Agreement) with an otherwise unaffiliated third-party investor (the Investor), pursuant to which the Company agreed to issue to the Investor a $1,375,000 face value Secured Promissory Note (the Note) with a $275,000 original issue discount, with interest at an annual compounded rate of 15%, and a maturity date of December 31, 2026. The Agreement further contemplates the issuance of one share of the Companys newly created Series CC Preferred Stock to the Investor and a ten-year warrant (the Warrant) to purchase up to 999 shares of Series CC Preferred Stock at an exercise price of $1.00 per share. From January 1, 2024, to the date of the Agreement, the Investor had already funded $574,619, and the Agreement provides for an additional $525,318 under the Note. The parties agreed that the existing funds of $500,000 plus any new funds provided under the Note will be used by the Company to build a manufacturing facility in Cancun, Mexico. Further under the Agreement, the Company agreed that within 6 months of reaching quarterly sales of US$6,000,000, the Borrower shall obtain a listing (Listing) of its shares of common stock on the NASDAQ or similar national US exchange (Exchange). If the Company is not eligible, then the Company shall continue to be obligated to seek the Listing until such time as the Company is qualified by the Exchange. As part of the listing process, the Company shall cancel all of its series AA Preferred stock, have all of its series DD preferred stock converted into common stock and then have all of its Series CC Preferred Stock converted into common stock in that order. The foregoing description of the Agreement, the Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to full text of the Agreement, the Note and the Warrant, the forms of which are filed as Exhibits 10.15, 4.6 and 4.7, respectively, to this Annual Report on Form 10-K. | ITEM 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | None. 28 **PART III** | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. | | Our current director and executive officer and his age are listed below. | Name | | Current Age | | Position | | | David Christensen | | 59 | | President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer), Secretary and Director | | **** **David Christensen** From Feb 2001 to present, Dave has been the CEO and EVP of Enterprise Technology Consulting, where he helps companies transform their Leadership and Operations by driving Strategic Initiatives. As a Black Belt in Lean Six Sigma, he uses the best tools from these Lean Principles known as Hoshin Kanri (Strategy Deployment) to help companies develop and execute their business objectives. Strategy Deployment leverages this strong process knowledge and broad business experience to drive continuous improvement and performance breakthroughs that deliver exceptional value. From Dec 2017 to present, Dave has also served as CEO and President of TNT Blockchain Inc, where he leads an international team of Supply Chain Technology solutions developers. From May 2019 to Nov 2019, Dave served as CEO and Director of Lans Holdings, Inc., a company in the payment processor business. From Jul 2015 to Present, Dave served as Vice President Strategy Development of Mode Transportation, a company in the freight transportation industry. From Sep 2015 to Jan 2018, Dave served as Chief Strategy Officer and Director of Lans Holdings, Inc., a company in the payment processor business. Dave has previously worked for companies such as Compaq, HP, Cal Cartage, Qualcomm, Wal-Mart International, Rexnord Carlyle, Lans Holdings, Mode Transportation, Hypercom, and Verifone. Aside from that provided above, Dave does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940. Dave is qualified to serve as our director for his experience in developing companies. **Family Relationships.** There are no family relationships between any of our directors or executive officers. **Involvement in Certain Legal Proceedings.** During the past 10 years, none of our current directors, nominees for directors or current executive officers have been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including: | 1. | Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing; | | | 2. | Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses). | | | 3. | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities: | | i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; 29 ii. Engaging in any type of business practice; or iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws. | 4. | Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity; | | | 5. | Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated. | | | 6. | Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. | | | 7. | Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: | | i. Any Federal or State securities or commodities law or regulation; or ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | 8. | Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | | **Term of Office** Our directors are appointed at the annual meeting of shareholders and hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal in accordance with our bylaws. Our officers are appointed by the Board and hold office until the annual meeting of the Board next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal. **Section 16(a) Beneficial Ownership Reporting Compliance** As December 31, 2024, based on a review solely of the filings made under Section 16 of the Exchange Act, all reports were timely filed. 30 | ITEM 11. | EXECUTIVE COMPENSATION. | | The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended December 31, 2024, and 2023. **EXECUTIVE OFFICER COMPENSATION TABLE** | Name and Principal Position | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Non-Qualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | David Christensen | | | 2024 | | | | 90,000 | | | | | | | - | | | | | | | | | | | | | | | | | | | | 90,000 | | | | President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer), Secretary And Director | | | 2023 | | | | 90,000 | | | | | | | | - | | | | | | | | | | | | | | | | | | | | 90,000 | | | **Outstanding Equity Awards at the End of the Fiscal Year** We do not have any equity compensation plans and therefore no equity awards are outstanding as of December 31, 2024. **** None of the members of the board of directors of the Company were compensated for services in such capacity. **Bonuses and Deferred Compensation** We do not have any bonus, deferred compensation or retirement plan. All decisions regarding compensation are determined by our board of directors. **Payment of Post-Termination Compensation** We do not have change-in-control agreements with our director or executive officer, and we are not obligated to pay severance or other enhanced benefits to our executive officer upon termination of her employment. **Employment Agreements** On August 18, 2021, the Company entered into a three-year Consulting Agreement with ETC (Enterprise Technology Consulting) owned by David Christensen. Consultant shall be compensated monthly based on annual rate of $90,000. Additionally, the agreement with ETC includes an issuance of 896 shares of Series DD Preferred Stock of the Company. The amount of 448 shares is issued on August 18, 2021, and the remaining 448 was issued on February 18, 2022. As the Consulting Agreement has expired, the Company plans to continue with the compensation to ETC based on the annual rate of $90,000. We intend to sign a new consulting agreement with ETC in 2025. **Board of Directors** Our directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Our officers are elected by and serve at the discretion of the board of directors. **Securities Authorized for Issuance Under Equity Compensation Plans** As of December 31, 2024, we did not have any securities authorized for issuance under any equity compensation plans. **** 31 **Compensation of Directors** No director received compensation for his services during the year ended December 31, 2024. | ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. | | The following table sets forth the number of shares of common stock owned of record and beneficially by our executive officers, directors and persons who hold 5% or more of the outstanding shares of voting stock of the Company. The amounts and percentages of our common stock beneficially owned are reported on the basis of SEC rules governing the determination of beneficial ownership of securities. Under the SEC rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right. Under these rules, more than one person may be deemed a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated, each of the shareholders named in the table below, or his or her family members, has sole voting and investment power with respect to such shares of our common stock. Except as otherwise indicated, the address of each of the shareholders listed below is c/o Regenerative Medical Technology Group Inc., 433 Plaza Real Suite 275 Boca Raton, Florida 33432. Applicable percentage ownership is based on 12,538,968 shares of Common Stock outstanding as of March 31, 2025. In addition, as of March 31, 2025, there were 1,050,000 shares of Series AA Preferred Stock outstanding. | Name and Address of Beneficial Owner | | Common Stock Owned Beneficially | | | Percent of Class | | | Series AA Preferred Stock Owned Beneficially | | | Percent of Class | | | | Named Executive Officers and Directors | | | | | | | | | | | | | | | Dave Christensen | | | | | | | | | | | 50,000 | | | | 5 | % | | | All Executive Officers and Directors as a group (1 person) | | | | | | | | | | | 50,000 | | | | 5 | % | | | 5% or greater shareholders | | | | | | | | | | | | | | | | | | | Ajene Watson LLC and Digital Asset Monetary Network (1) | | | 1,082,477 | | | | 8.7 | % | | | | | | | | | | | Benito Novas | | | | | | | | | | | 1,000,000 | | | | 95 | % | | | (1) | Mr. Ajene Watson has investment and voting control over such shares. | | | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. | | Other than as disclosed below or the transactions described under the heading Executive Compensation, there have been no transactions involving the Company since the beginning of the last fiscal year, or any currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000 or one percent of the average of the Companys total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest. The Companys corporate registered office is 433 Plaza Real Suite, 275, Boca Raton, Florida 33432. The online virtual office lease is for a month-to-month term at $89.00 per month. The Company has no physical office leases that required implementation of ASU 842 in the year ended December 31, 2024, and 2023 to assets and liabilities. Benito Novas brother, sister and nephew provide marketing/administrative and training/R&D services to Global Stem Cells Group and were paid $266,857 in the aggregate as consultants during the year ended December 31, 2024, and $233,893 in the aggregate for the year ended December 31, 2023. | ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES. | | Victor Mokuolu, CPA PLLC served as our independent registered public accountants for the year ended December 31, 2024, and for the year ended December 31, 2023. **Audit Fees** For the Companys fiscal years ended December 31, 2024, and 2023, we were billed approximately $88,440 and $200,640, respectively, for professional services rendered by our independent auditors for the audit and review of our financial statements. **Audit Related Fees** There were no fees for audit related services rendered by our independent auditors for the years ended December 31, 2024, and 2023, respectively. **Tax Fees** For the Companys fiscal years ended December 31, 2024, and 2023, there were no fees for professional services rendered by our independent auditors for tax compliance, tax advice, and tax planning. 32 **All Other Fees** For the Companys fiscal years ended December 31, 2024, and 2023, we were no billed any other fees by our auditors. | ITEM 15. | EXHIBITS FINANCIAL STATEMENT SCHEDULES. | | We have filed the exhibits listed on the accompanying Exhibit Index of this registration statement and below in this Item 15: | | | | | Incorporated by | | | | | | | | | Reference | | Filed or Furnished | | | Exhibit Number | | Exhibit Description | | Form | | Exhibit | | Filing Date | | Herewith | | | | | | | | | | | | | | | | 2.1 | | Plan of Merger | | 10-12G | | 2.1 | | 12/12/2018 | | | | | | | | | | | | | | | | | | 3.1 | | Articles of Incorporation, as Amended | | 10-12G | | 3.1 | | 12/12/2018 | | | | | | | | | | | | | | | | | | 3.2 | | Series AA Certificate of Designation | | 10-12G | | 3.2 | | 12/12/2018 | | | | | | | | | | | | | | | | | | 3.3 | | Series BB Certificate of Designation | | 10-12G | | 3.3 | | 12/12/2018 | | | | | | | | | | | | | | | | | | 3.4 | | Amendment to Certificate of Designation of Series AA Preferred Stock | | 8-K | | 3.1 | | 11/29/2019 | | | | | | | | | | | | | | | | | | 3.5 | | Certificate of Designation of Series CC Preferred Stock | | 8-K | | 3.2 | | 11/29/2019 | | | | | | | | | | | | | | | | | | 3.6 | | Certificate of Designation of Series DD Preferred Stock | | 8-K | | 3.3 | | 11/29/2019 | | | | | | | | | | | | | | | | | | 3.7 | | Amendment to Certificate of Designation of Series AA Preferred Stock | | 8-K | | 3.1 | | 6/24/2021 | | | | | | | | | | | | | | | | | | 3.8 | | Withdrawal of Certificate of Designation for Series BB Preferred Stock | | 10-K | | 3.8 | | 4/15/2024 | | | | | | | | | | | | | | | | | | 3.9 | | Withdrawal of Certificate of Designation for Series CC Preferred Stock | | 10-K | | 3.9 | | 4/15/2024 | | | | | | | | | | | | | | | | | | 3.10 | | Certificate of Designation for Series CC Preferred Stock dated April 10, 2025 | | | | | | | | X | | | | | | | | | | | | | | | | 3.11 | | Amended and Restated Bylaws | | 8-K | | 3.4 | | 11/29/2019 | | | | | | | | | | | | | | | | | | 4.1 | | Promissory Note, dated December 9, 2020 to JCC Trading, LLC | | 10-K | | 4.2 | | 4/14/2023 | | | | | | | | | | | | | | | | | | 4.2 | | Promissory Note, dated January 6, 2021 to JCC Trading, LLC | | 10-K | | 4.3 | | 4/14/2023 | | | | | | | | | | | | | | | | | | 4.3 | | Senior Secured Promissory Note dated June 22, 2021 with Growth Ventures | | 10-K | | 4.4 | | 4/14/2023 | | | | | | | | | | | | | | | | | | 4.4 | | Promissory Note dated September 20, 2021 with Growth Ventures | | 10-K | | 4.5 | | 4/14/2023 | | | | | | | | | | | | | | | | | | 4.5 | | Description of Securities Registered | | | | | | | | X | | | | | | | | | | | | | | | | 4.6 | | Secured Promissory Note, dated April 10, 2025 | | | | | | | | X | | | | | | | | | | | | | | | | 4.7 | | Warrant to Purchase Stock, dated April 10, 2025 | | | | | | | | X | | | | | | | | | | | | | | | | 10.1 | | Binding Letter of Intent | | 8-K | | 10.1 | | 07/15/2019 | | | | | | | | | | | | | | | | | 33 **** | 10.2 | | Exchange Agreement of Series BB Convertible Stock | | 8-K | | 10.1 | | 11/29/2019 | | | | | | | | | | | | | | | | | | 10.3 | | Repurchase Agreement | | 8-K | | 10.1 | | 11/29/2019 | | | | | | | | | | | | | | | | | | 10.4 | | Stock Purchase Agreement | | 8-K | | 10.2 | | 6/24/2021 | | | | | | | | | | | | | | | | | | 10.5 | | Consulting Agreement | | 8-K | | 10.1 | | 8/19/2021 | | | | | | | | | | | | | | | | | | 10.6 | | Debt Restructure Agreement, dated December 7, 2020 with JCC Trading, LLC | | 10-K | | 10.5 | | 4/14/2023 | | | | | | | | | | | | | | | | | | 10.7 | | Debt Restructure Agreement, dated December 7, 2020 with Eagle Equities, LLC | | 10-K | | 10.6 | | 4/14/2023 | | | | | | | | | | | | | | | | | | 10.8 | | Debt Restructure Agreement, dated December 7, 2020 with Union Capital, LLC | | 10-K | | 10.7 | | 4/14/2023 | | | | | | | | | | | | | | | | | | 10.9 | | Loan Agreement dated December 9, 2020 with JCC Trading, LLC | | 10-K | | 10.8 | | 4/14/2023 | | | | | | | | | | | | | | | | | | 10.10 | | Loan Agreement dated December 30, 2021 with JCC Trading, LLC | | 10-K | | 10.9 | | 4/14/2023 | | | | | | | | | | | | | | | | | | 10.11 | | Loan Agreement dated December 30, 2021 with JCC Trading, LLC | | 10-K | | 10.10 | | 4/14/2023 | | | | | | | | | | | | | | | | | | 10.12 | | Equity Financing Agreement, dated December 8, 2023 | | 8-K | | 10.1 | | 12/13/23 | | | | | | | | | | | | | | | | | | 10.13 | | Registration Rights Agreement, dated December 8, 2023 | | 8-K | | 10.2 | | 12/13/23 | | | | | | | | | | | | | | | | | | 10.14 | | Placement Agent Agreement with Icon, dated December 8, 2023 | | 8-K | | 10.3 | | 12/13/23 | | | | | | | | | | | | | | | | | | 10.15 | | Secured Loan Agreement, dated April 10, 2025 | | | | | | | | X | | | | | | | | | | | | | | | | 21.1 | | List of Subsidiaries | | 10-12G | | 21.1 | | 12/12/2018 | | | | | | | | | | | | | | | | | | 31.1 | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. | | | | | | | | X | | | | | | | | | | | | | | | | 31.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. | | | | | | | | X | | | | | | | | | | | | | | | | 32.1 | | Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350. | | | | | | | | X | | | | | | | | | | | | | | | | 101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | | | | | | | X | | | | | | | | | | | | | | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Linkbase Document. | | | | | | | | X | | | | | | | | | | | | | | | | 101.CAL | | Inline XBRL Taxonomy Calculation Linkbase Document. | | | | | | | | X | | | | | | | | | | | | | | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | | | | | | X | | | | | | | | | | | | | | | | 101.LAB | | Inline XBRL Taxonomy Label Linkbase Document. | | | | | | | | X | | | | | | | | | | | | | | | | 101.PRE | | Inline XBRL Taxonomy Presentation Linkbase Document. | | | | | | | | X | | | | | | | | | | | | | | | | 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | | | | | | | | | **** | ITEM 16. | 10-K SUMMARY | | None 34 **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | Dated April 15, 2025 | REGERATIVE MEDICAL TECHNOLOGY GROUP | | | | | | | | | By: | /s/ David Christensen | | | | | David Christensen | | | | | President, Chief Executive Officer, Chief Financial Officer, Secretary and Director | | In accordance with the requirements of the Securities Act of 1934, this Annual Report was signed by the following person in the capacities and on the date stated: | Name | | Title | | Date | | | | | | | | | | /s/ David Christensen | | President, Chief Executive Officer, Chief | | April 15, 2025 | | | David Christensen | | Financial Officer, Secretary and Director | | | | 35 **ITEM 15. FINANCIAL STATEMENTS** **** **Regenerative Medical Technology Group Inc.** (formerly known as Meso Numismatics, Inc.) **TABLE OF CONTENTS** **** | | | Page | | | | | | | | Report of Independent Registered Public Accounting Firm | | F-2 | | | | | | | | Consolidated Balance Sheets as of December 31, 2024 and 2023 | | F-3 | | | | | | | | Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 | | F-4 | | | | | | | | Consolidated Statements of Stockholders Deficit for the Years Ended December 31, 2024 and 2023 | | F-5 - F-6 | | | | | | | | Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 | | F-7 | | | | | | | | Notes to Consolidated Financial Statements | | F-8 | | F-1 **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **** To the Board of Directors and Stockholders Regenerative Medical Technology Group Inc. (formerly known as Meso Numismatic, Inc.) **Opinion on the Financial Statements** **** We have audited the accompanying consolidated balance sheets of Regenerative Medical Technology Group Inc. (formerly known as Meso Numismatic, Inc.) (the Company) as of December 31, 2024, and December 31, 2023, and the related consolidated statements of operations, stockholders deficit, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. **Substantial Doubt about the Companys ability to continue as a Going Concern** The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit of $67,553,102 and a working capital deficit of $27,718,162 as of December 31, 2024. These factors raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** **** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. **Critical Audit Matters** **** A critical audit matter is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the Companys governance and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. | /s/ Victor Mokuolu, CPA PLLC | | | | | | | We have served as the Companys auditor since 2023. | | | | | | | Houston, Texas | | | | | | | April 15, 2025 PCAOB ID: 6771 | | F-2 Regenerative Medical Technology Group Inc. (formerly known as Meso Numismatics, Inc.) CONSOLIDATED BALANCE SHEETS | | | As of December 31, | | | | | | 2024 | | | 2023 | | | | ASSETS | | | | | | | | | | | | | | | | | | Current assets | | | | | | | | | Cash and cash equivalents | | $ | 1,165,820 | | | $ | 530,540 | | | | Accounts receivable | | | 22,605 | | | | 23,956 | | | | Inventory | | | 10,115 | | | | - | | | | Prepaid expenses | | | 49,685 | | | | 20,500 | | | | Total current assets | | | 1,248,225 | | | | 574,996 | | | | Property and equipment, net | | | 451,703 | | | | 359,303 | | | | Other assets | | | 7,264 | | | | 5,568 | | | | Intangible assets, net | | | 159,004 | | | | 256,544 | | | | Right of use asset, net | | | 275,256 | | | | 2,714 | | | | Goodwill | | | 1,679,978 | | | | 1,679,978 | | | | Total assets | | $ | 3,821,429 | | | $ | 2,879,103 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | | | | | | | | | | | | | | | Current liabilities | | | | | | | | | | | Accounts payable and accrued liabilities | | $ | 1,271,622 | | | $ | 421,334 | | | | Accrued interest | | | 9,796,982 | | | | 6,597,422 | | | | Customer advances | | | 55,684 | | | | 2,000 | | | | Derivative liability | | | 4,689 | | | | 2,146 | | | | Lease liability | | | 63,540 | | | | 2,714 | | | | Convertible notes payable, net | | | 43,138 | | | | - | | | | Notes payable-related parties | | | 7,800 | | | | - | | | | Notes payable, net | | | 17,722,932 | | | | 15,223,519 | | | | Total current liabilities | | | 28,966,386 | | | | 22,249,135 | | | | | | | | | | | | | | | Long term liabilities | | | | | | | | | | | Lease liability, net of current portion | | | 211,716 | | | | | | | | Convertible notes payable, net of current portion | | | - | | | | 35,023 | | | | Notes payable-related parties | | | - | | | | 7,800 | | | | Notes payable, net of current portion | | | 1,999,999 | | | | 2,382,648 | | | | Total liabilities | | $ | 31,178,101 | | | $ | 24,674,605 | | | | Commitments and contingencies | | | - | | | | - | | | | | | | | | | | | | | | Stockholders' deficit | | | | | | | | | | | Preferred stock, $0.001 par value: 1,050,000 shares authorized as Series AA: 1,050,000 issued and outstanding for the years ended December 31, 2024 and 2023, respectively | | | 1,050 | | | | 1,050 | | | | Preferred stock, $0.001 par value; 10,000 shares authorized as Series DD: 9,870 issued and outstanding for the years ended December 31, 2024, and December 31, 2023, respectively | | | 10 | | | | 10 | | | | Common stock, $0.001 par value: 100,000,000 shares authorized: 12,538,968 and 12,493,938 issued and outstanding for the years ended December 31, 2024, and December 31, 2023, respectively | | | 12,539 | | | | 12,494 | | | | Additional paid in capital | | | 40,182,830 | | | | 40,181,074 | | | | Accumulated deficit | | | (67,553,102 | ) | | | (61,990,131 | ) | | | Total stockholders' deficit | | | (27,356,673 | ) | | | (21,795,503 | ) | | | Total liabilities and stockholders' deficit | | $ | 3,821,429 | | | $ | 2,879,103 | | | The accompanying notes are an integral part of these audited consolidated financial statements. F-3 **Regenerative Medical Technology Group Inc.** (formerly known as Meso Numismatics, Inc.) **CONSOLIDATED STATEMENTS OF OPERATIONS** | | | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Revenue | | $ | 4,107,494 | | | $ | 2,409,953 | | | | Cost of revenue | | | 1,284,375 | | | | 734,285 | | | | Gross profit | | | 2,823,119 | | | | 1,675,668 | | | | | | | | | | | | | | | Operating expenses | | | | | | | | | | | Advertising and marketing | | | 456,431 | | | | 476,989 | | | | Professional fees | | | 1,124,439 | | | | 752,277 | | | | Officer compensation | | | 90,000 | | | | 90,000 | | | | Depreciation and amortization expense | | | 220,559 | | | | 310,102 | | | | Investor relations | | | 52,193 | | | | 9,000 | | | | General and administrative | | | 798,316 | | | | 752,527 | | | | Total operating expenses | | | 2,741,938 | | | | 2,390,894 | | | | Net income (loss) from operations | | | 81,181 | | | | (715,226 | ) | | | | | | | | | | | | | | Other income (expense) | | | | | | | | | | | Interest expense | | | (5,641,609 | ) | | | (6,491,538 | ) | | | Gain (loss) on derivative financial instruments | | | (2,543 | ) | | | 4,798 | | | | Other income | | | - | | | | 2,463 | | | | Gain on extinguishment of debt | | | - | | | | 1,511,297 | | | | Impairment of goodwill | | | - | | | | (4,125,460 | ) | | | Total other income (expense) | | | (5,644,152 | ) | | | (9,098,440 | ) | | | Net loss | | $ | (5,562,971 | ) | | $ | (9,813,666 | ) | | | | | | | | | | | | | | Basic and diluted earnings (loss)per share from: | | | | | | | | | | | Net loss per common share, basic and diluted | | $ | (0.44 | ) | | | (0.79 | ) | | | | | | | | | | | | | | Weighted average number of common shares outstanding, basic and diluted | | | 12,531,586 | | | | 12,447,089 | | | The accompanying notes are an integral part of these audited consolidated financial statements. F-4 **** **Regenerative Medical Technology Group Inc.** (formerly known as Meso Numismatics, Inc.) **CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT** **For the Year Ended December 31, 2024** | | | Series AA Preferred Stock | | | Series DD Preferred Stock | | | Common Stock | | | Additional Paid In | | | Accumulated | | | | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Total | | | | Balance, December 31, 2023 | | | 1,050,000 | | | $ | 1,050 | | | | 9,870 | | | $ | 10 | | | | 12,493,938 | | | $ | 12,494 | | | $ | 40,181,074 | | | $ | (61,990,131 | ) | | $ | (21,795,503 | ) | | | Issuance of common stock for conversion of note | | | - | | | | - | | | | - | | | | - | | | | 45,030 | | | | 45 | | | | 1,756 | | | | - | | | | 1,801 | | | | Net loss | | | - | | | | - | | | | - | | | | | | | | - | | | | - | | | | - | | | | (5,562,971 | ) | | | (5,562,971 | ) | | | Balance, December 31, 2024 | | | 1,050,000 | | | $ | 1,050 | | | | 9,870 | | | $ | 10 | | | | 12,538,968 | | | $ | 12,539 | | | $ | 40,182,830 | | | $ | (67,553,101 | ) | | $ | (27,356,673 | ) | | The accompanying notes are an integral part of these audited consolidated financial statements F-5 **Regenerative Medical Technology Group Inc.** (formerly known as Meso Numismatics, Inc.) **CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT** **For the Year Ended December 31, 2023** | | | Series AA Preferred Stock | | | Series DD Preferred Stock | | | Common Stock | | | Additional Paid In | | | Accumulated | | | | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Total | | | | Balance, December 31, 2022 | | | 1,050,000 | | | $ | 1,050 | | | | 9,870 | | | $ | 10 | | | | 12,443,938 | | | $ | 12,444 | | | $ | 40,180,669 | | | $ | (52,176,465 | ) | | $ | (11,982,292 | ) | | | Issuance of common stock for services | | | - | | | | - | | | | - | | | | - | | | | 50,000 | | | | 50 | | | | 405 | | | | - | | | | 455 | | | | Net loss | | | - | | | | - | | | | - | | | | | | | | - | | | | - | | | | - | | | | (9,813,666 | ) | | | (9,813,666 | ) | | | Balance, December 31, 2023 | | | 1,050,000 | | | $ | 1,050 | | | | 9,870 | | | $ | 10 | | | | 12,493,938 | | | $ | 12,494 | | | $ | 40,181,074 | | | $ | (61,990,131 | ) | | $ | (21,795,503 | ) | | The accompanying notes are an integral part of these audited consolidated financial statements F-6 **Regenerative Medical Technology Group Inc.** (formerly known as Meso Numismatics, Inc.) **CONSOLIDATED STATEMENTS OF CASH FLOWS** | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | Net loss | | $ | (5,562,971 | ) | | $ | (9,813,666 | ) | | | Non-cash adjustments to reconcile net loss to net cash: | | | | | | | | | | | Amortization of debt discount | | | 2,126,680 | | | | 3,059,914 | | | | Depreciation and amortization expense | | | 220,559 | | | | 310,102 | | | | Gain (loss) from changes in derivative liability fair values | | | 2,543 | | | | (4,798 | ) | | | Common shares issued for services | | | - | | | | 455 | | | | Gain on settlement of debt | | | - | | | | (2,463 | ) | | | Gain on extinguishment of debt | | | - | | | | (1,511,297 | ) | | | Impairment of goodwill | | | - | | | | 4,125,460 | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Accounts receivable | | | 1,351 | | | | 25,810 | | | | Prepaid expenses | | | (29,185 | ) | | | (20,500 | ) | | | Inventory | | | (10,115 | ) | | | - | | | | Other asset | | | (1,696 | ) | | | - | | | | Accounts payable and accrued liabilities | | | 4,103,532 | | | | 3,411,783 | | | | CASH PROVIDED (USED) BY OPERATING ACTIVITIES | | | 850,699 | | | | (419,199 | ) | | | | | | | | | | | | | | CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | Purchase of property and equipment | | | (215,419 | ) | | | (385,596 | ) | | | CASH USED BY INVESTING ACTIVITIES | | | (215,419 | ) | | | (385,596 | ) | | | | | | | | | | | | | | CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | Principal payment on debt | | | - | | | | (9,850 | ) | | | Consideration paid to note holder | | | - | | | | (300,000 | ) | | | CASH USED BY FINANCING ACTIVITIES | | | - | | | | (309,850 | ) | | | Net increase (decrease) in cash | | | 635,280 | | | | (1,114,645 | ) | | | Cash, beginning of year | | | 530,540 | | | | 1,645,185 | | | | | | | | | | | | | | | Cash, end of year | | $ | 1,165,820 | | | $ | 530,540 | | | | | | | | | | | | | | | | | | | | | | | | | | Cash paid for income taxes | | $ | - | | | $ | - | | | | Cash paid for interest | | $ | - | | | $ | 446 | | | | | | | | | | | | | | | NON-CASH FINANCING ACTIVITIES: | | | | | | | | | | | Common stock issued for conversion of note | | $ | 1,801 | | | $ | - | | | The accompanying notes are an integral part of these audited consolidated financial statements. F-7 **** **Regenerative Medical Technology Group Inc.** (formerly known as Meso Numismatics, Inc.) **NOTES TO CONSOLDIATED FINANCIAL STATEMENTS** **December 31, 2024** **** **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), a Florida corporation. The acquisition of Meso was to support the Companys overall mission of specializing in ventures related to Central America and the Latin countries of the Caribbean; not limited to tourism. Meso was a small but scalable numismatics operation that the Company leveraged for low-cost cost revenues and product marketing. The Company maintained an online store with eBay (www.mesocoins.com) and participated in live auctions with major companies such as Heritage Auctions, Stacks Bowers Auctions and Lyn Knight Auctions. The acquisition was completed 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 Mesos 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. Pure Hospitality Solutions, Inc. and Meso 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 Meso, its numismatic business. The Company did, however, use its footprint within the Latin American region to expand the Company 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 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 the Companys issued and outstanding shares of common stock held by the holders of record. On August 18, 2021, the Company 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 Companys 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. F-8 **** On October 28, 2022, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary with the Companys prior officer and director, Mr. Melvin Pereira, pursuant to which the Company agreed to sell Mr. Pereira 100% of the Companys interest in Meso. In exchange, Mr. Pereira has agreed to assume all of the liabilities of Meso, provide whatever financial and other materials needed by the Company to prepare and complete our financial statements for reporting purposes, and not to 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 no 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 Companys revenue comes directly from the training and the seminars, from the resale of these kits, products, and equipment, services, from patient procedures, and from the reoccurring application of the Companys process using the kits and solutions it provides. On October 18, 2024, FINRA provided a market effective date for thename and symbol change for Meso Numismatics, Inc. (MSSV)taking effect at the opening of business onOctober 21, 2024. The new name is****Regenerative Medical Technology Group Inc. The new symbol isRMTG**.** **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 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, 2024, and December 31, 2023, all of the Companys cash was deposited in major banking institutions. There were no cash equivalents as of December 31, 2024, and December 31, 2023. Our cash balances at financial institutions may exceed the Federal Deposit Insurance Companys (FDIC) insured limit of $250,000 from time to time. F-9 *Accounts Receivable* Accounts receivables 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 managements 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, 2024, and December 31, 2023, 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 years ended December 31, 2024, and the year ended December 31, 2023. *Lease Accounting* The Company leases office space and clinical space under a lease arrangement. These properties are generally leased under non-cancellable 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 as 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 12 for detail of goodwill). F-10 *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 enterprises financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of 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 on December 31, 2024, and December 31, 2023, respectively, because their inclusion would have been anti-dilutive. | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Convertible notes outstanding | | | 180,346 | | | | 293,973 | | | | Convertible preferred stock outstanding | | | 39,231,798 | | | | 39,090,908 | | | | Shares underlying warrants outstanding | | | 70,000,000 | | | | 87,500,000 | | | | | | | 109,412,144 | | | | 126,884,881 | | | F-11 *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 entitys own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. | | At December 31, 2024, and December 31, 2023, the carrying amounts of the Companys 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, 2024, and December 31, 2023, 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 Companys fair value hierarchy for those assets and liabilities measured at fair value as of December 31, 2024, and December 31, 2023: | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | | | December 31, 2024 | | | | | | | | | | | | | | | Derivative liability | | | | | | | | | | | 4,689 | | | | 4,689 | | | | Total | | $ | - | | | $ | - | | | $ | 4,689 | | | $ | 4,689 | | | | | | | | | | | | | | | | | | | | | | | December 31, 2023 | | | | | | | | | | | | | | | | | | | Derivative liability | | | | | | | | | | | 2,146 | | | | 2,146 | | | | Total | | $ | - | | | $ | - | | | $ | 2,146 | | | $ | 2,146 | | | ** *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. F-12 *New Accounting Pronouncements* Recently adopted accounting pronouncements require public companies to disclose the impact of new standards on their financial statements, including details about the standard, the adoption date, method of adoption, and expected effects.These disclosures help investors understand how changes in accounting principles will affect a company's financial performance and position. **Recently Adopted Accounting Pronouncements.**In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods withinfiscal years beginning after December 15, 2024. Adoption of this standard is on a modified retrospective basis and had no impact on the Companys financial position, results of operations, cash flows or net income per share. As of 2024 and 2023 the Company had one reporting segment, all revenue is reported under this segment Global Stem Cells Group. 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 Companys 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 $67,553,102 and a working capital deficit of $27,718,162 as of December 31, 2024, and future losses are anticipated. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern. The ability of the Company to continue its operations as a going concern is dependent on managements 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 3 REVENUE RECOGNITION** In accordance with FASB ASC 606, *Revenue from Contracts with Customers*, we determine revenue recognition through 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 | | F-13 The Companys 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 receive 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 products through GSCG, which includes EC Certificate from Institute for Testing and Certificating, Inc. Products are paid for upfront and shipped from GSCG directly to physicians or picked up physicians at seminars or training events. Transfer of control is when the product is shipped or picked up at seminars or training events, 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 or shipped from GSCG to physicians. Transfer of control is when the equipment is shipped, which is when revenue is recognized. | | | | Patient Procedures - Patient procedures are the treatments GSCG is offering at its Cancun clinic. Once thepatientagrees with the treatment plan and estimate, the procedure is scheduled with a deposit. The procedure can be cancelled up to 21 days from scheduled treatment date with a 50% refund of deposit, which is when deposit is recognized as revenue. 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 performed. Revenue is measured based on the consideration the Company receives in exchange for those products The following table presents the Companys revenue by product category for the years ended December 31, 2024, and 2023: | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Training | | $ | 809,654 | | | $ | 599,425 | | | | Product supplies | | | 1,748,960 | | | | 1,329,159 | | | | Equipment | | | 177,225 | | | | 162,370 | | | | Patient procedures | | | 1,371,655 | | | | 318,999 | | | | Total revenue | | $ | 4,107,494 | | | $ | 2,409,953 | | | Listed below are the revenues, cost of revenues, gross profits, assets and net loss by Company: | | | For the YearEnded | | | | | | December 31, 2024 | | | | | | Global Stem | | | Meso | | | | | | | | | Cells Group | | | Numismatics | | | Total | | | | Revenue | | $ | 4,107,494 | | | $ | - | | | $ | 4,107,494 | | | | Cost of revenue | | | 1,284,375 | | | | - | | | | 1,284,375 | | | | Gross profit | | $ | 2,823,119 | | | $ | - | | | $ | 2,823,119 | | | | Gross Profit % | | | 68.73 | % | | | 0.00 | % | | | 68.73 | % | | | | | | | | | | | | | | | | | | Assets | | $ | 1,951,853 | | | $ | 1,869,576 | | | $ | 3,821,429 | | | | Net income (loss) | | $ | 303,730 | | | $ | (5,866,701 | ) | | $ | (5,562,971 | ) | | F-14 **NOTE 4 NOTES PAYABLE** **** **Convertible Notes Payable** On November 25, 2019, the Company, 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 Companys 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 does not give the Company notice, the indebtedness shall automatically be issued in the form of a promissory note. The convertible note agreements bear no interest and have a four (4) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the investors sole discretion, into shares of common stock at conversion price equal to thelowest bid priceof the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for thethreeprior 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 periods ending December 31, 2024, and December 31, 2023, the Company made payments of $0 and $9,850, respectively, on the outstanding convertible notes. The balance of the convertible notes as of December 31, 2024, and December 31, 2023, is as follows: | | | December 31, | | | December 31, | | | | | | 2024 | | | 2023 | | | | Convertible notes payable | | $ | 43,138 | | | $ | 44,939 | | | | Less: Discount | | | - | | | | 9,916 | | | | Convertible notes payable, net | | $ | 43,138 | | | $ | 35,023 | | | During the periods ending December 31, 2024, and December 31, 2023, the Company incurred $9,916 and $9,850, respectively, of debt discount amortization expense and made payments of $0 and $9,850, respectively, on the outstanding convertible notes. As of December 31, 2024, and December 31, 2023, the Company had no accrued interest on convertible notes. **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, 2024, and December 31, 2023, the principal balance of the outstanding loan was $130,025 and $130,025, respectively, and accrued interest of $118,639 and $105,602, respectively. On November 25, 2019, the Company, 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 Companys mailing of the Exchange Agreement, the shareholder had the option, within 30 days of such mailing date to receive the indebtedness in the form of a convertible note. If the shareholder did not give the Company notice, the indebtedness shall automatically be issued in the form of a promissory note without any conversion feature. The promissory notes 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 exchanged for an aggregate of $332,068 promissory notes. As of December 31, 2024, and December 31, 2023, the aggregate loan balances outstanding were $398,482 and $398,482, respectively, and unamortized discounts of $0 and $8,033, respectively. This loan is currently in default. F-15 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 Mesos common stock into 250,999 shares of the Companys 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, 2024 and December 31, 2023. This loan is currently in default. 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. On November 20, 2023, both the Company and two separate lenders hereby agree to terminate the 2020 Secured Note in the amount of $2,506,827 in exchange for an aggregate consideration of $300,000 and new notes. The 2020 Secured Note shall become null, and void and the Company shall no longer be liable for any amounts related to the 2020 Secured Note. As of December 31, 2024, and December 31, 2023, the aggregate loan balances outstanding were $2,872,797 and $2,872,797, respectively, and unamortized discounts of $0 and $0, respectively. This loan is currently in default. The new notes have a maturity date of November 20, 2028, an aggregate principal amount of $1,999,999, and bear interest at a six (6%) percentage annual interest rate. In accordance with ASC 470-50-40-10 and ASC 470-50-40-11 guidance the Company has determined that this should be treated as a debt extinguishment. Since the old debt was derecognized and new debt was recorded at fair value a gain was recorded between the net carrying value of the original debt and the fair value of the new debt. The consideration was paid to the existing lender and not a third party therefore the consideration was expensed as an offset to the gain. As of December 31, 2024, and December 31, 2023, the outstanding loan balance was $1,999,999 and $1,999,999, 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 December 31, 2024, and December 31, 2023, the outstanding loan balance was $110,000 and $110,000, respectively, and unamortized discounts of $0 and $0, respectively. This loan is currently in default. 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 December 31, 2024, and December 31, 2023, 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 bears 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 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, 2024, and December 31, 2023, the outstanding loan balance was $11,600,000 and $11,600,000, respectively, and unamortized discounts of $0 and $1,927,351, respectively. This loan is currently in default. F-16 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, 2024, and December 31, 2023, 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 December 31, 2024, and December 31, 2023, the principal balance of the outstanding loan was $400,000 and $400,000, respectively, and accrued interest totals $707,919 and $392,551, 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, 2024, and December 31, 2023, the outstanding loan balance was $1,100,000 and $1,100,000, respectively, and unamortized discount of $0 and $181,381, respectively. This loan is currently in default. 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, 2024, and December 31, 2023, the outstanding loan balance was $7,958 and $7,958, respectively, and unamortized discount of $0.00 and $0.00, respectively. This loan is currently in default. 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, 2024, and December 31, 2023, the outstanding loan balance was $111,470 and $111,470, respectively, and unamortized discounts of $0.00 and $0.00, respectively. This loan is currently in default. On November 20, 2023, both the Company and two separate lenders hereby agree to terminate the 2020 Secured Note in the amount of $2,506,827 in exchange for an aggregate consideration of $300,000 and new notes. The new notes have a maturity date of November 20, 2028, and an aggregate principal amount of $1,999,999 shall bear interest at a six (6%) percentage annual interest rate. In accordance with ASC 470-50-40-10 and ASC 470-50-40-11 guidance the Company has determined that this should be treated as a debt extinguishment. Since the old debt was derecognized and new debt was recorded at fair value a gain was recorded between the net carrying value of the original debt and the fair value of the new debt. The consideration was paid to the existing lender and not a third party therefore the consideration was expensed as an offset to the gain. F-17 The balance of the promissory as of December 31, 2024, and December 31, 2023, is as follows: | | | December 31, | | | December 31, | | | | | | 2024 | | | 2023 | | | | Promissory notes payable | | $ | 19,730,731 | | | $ | 19,730,731 | | | | Less: Discount | | | - | | | | 2,100,966 | | | | Less: Deferred finance costs | | | - | | | | 15,798 | | | | Promissory notes payable, net | | $ | 19,730,731 | | | $ | 17,613,966 | | | During the periods ending December 31, 2024, and December 31, 2023, the Company made $0 and $300,000 payments, respectively, on the outstanding promissory notes, and recorded $3,514,928 and $3,244,361, respectively, of interest expense and $2,116,765 and $3,049,999, respectively, of debt discount expense and recorded $1,511,297 gain on extinguishment of debt. As of December 31, 2024, and December 31, 2023, the Company had approximately $9,796,982 and $6,597,422, respectively, of accrued interest. As of December 31, 2024, and December 31, 2023, the principal balance of outstanding promissory notes payable was $19,730,731 and $19,730,731, respectively. **Derivatives Liabilities** The Company determined that the convertible notes outstanding as of December 31, 2024, 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, | | | | | | 2024 | | | | Common stock issuable | | | 180,346 | | | | Market value of common stock on measurement date | | $ | 0.026 | | | | Adjusted exercise price | | $ | 0.06 | | | | Risk free interest rate | | | 4.26 | % | | | Instrument lives in years | | | 0.25Year | | | | Expected volatility | | | 7.80 | % | | | Expected dividend yields | | | None | | | On 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, 2024, and December 31, 2023, is as follows: | Balance at December 31, 2022 | | $ | 6,944 | | | | Additions | | | - | | | | Fair value loss | | | (3,450 | ) | | | Conversions | | | (1,348 | | | | Balance at December 31, 2023 | | | 2,146 | | | | Additions | | | - | | | | Fair value gain | | | 2,543 | | | | Conversions | | | - | | | | Balance at December 31, 2024 | | $ | 4,689 | | | F-18 **NOTE 5 STOCKHOLDERS EQUITY** **** Our authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.001 per share, and 11,000,000 shares of preferred stock, with a par value of $0.001 per share. As of December 31, 2024, there were 12,538,968 shares of our common stock issued and outstanding, and 1,059,870 shares of our preferred stock issued and outstanding. Our shares of common stock are held by 143 stockholders of record and the preferred stock is held by 3 stockholders of record. **** **Common Shares** Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. The holders of our common stock possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing a majority of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors. *2024 Transactions* ** On February 29, 2024, the Company issued 45,030 shares of common stock for conversion of convertible notes, in the amount of $1,801. *2023 Transactions* ** On December 8, 2023, the Company issued 50,000 shares of common stock for commitment shares as part of an Equity Financing Agreement, which was valued in the amount of $455. As of December 31, 2024, and December 31, 2023, the Company has 12,538,968 and 12,493,938 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 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. The warrants expired on December 9, 2023. 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. The warrants expired on January 6, 2024. 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. The warrants were amended to change exercise date to June 22, 2023, and expire five years from exercise date. 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 warrants expired on September 19, 2024. F-19 The following table summarizes the Companys warrant transactions during the year ended December 31, 2024, and year ended December 2023: | | | Number of Warrants | | | Weighted Average Exercise Price | | | | Outstanding at year ended December 31, 2022 | | | 103,500,000 | | | $ | 0.082 | | | | Granted | | | - | | | | - | | | | Exercised | | | - | | | | - | | | | Expired | | | (16,000,000 | ) | | | -0.03 | | | | Outstanding at year ended December 31, 2023 | | | 87,500,000 | | | $ | 0.091 | | | | Granted | | | - | | | | - | | | | Exercised | | | - | | | | - | | | | Expired | | | (17,500,000 | ) | | | -0.055 | | | | Outstanding at year ended December 31, 2024 | | | 70,000,000 | | | $ | 0.100 | | | **** **Preferred Stock** Our board of directors may authorize preferred shares of stock and to divide the authorized shares of our preferred stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including, but not limited to, the following: | 1. | The number of shares constituting that series and the distinctive designation of that series, which may be by distinguishing number, letter or title; | | | 2. | The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that series; | | | 3. | Whether that series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; | | | 4. | Whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines; | | | 5. | Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; | | | 6. | Whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; | | | 7. | The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and | | | 8. | Any other relative rights, preferences and limitations of that series. | | **** F-20 **** **Series AA Preferred Stock** **** 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 Corporations 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 Companys 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 Companys common stock. As of December 31, 2024, and December 31, 2023, 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. **Series BB Preferred Stock** 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 Companys 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 Companys 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 Companys 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. Effective on February 1, 2024, due to the fact that no shares of Series BB Preferred Stock were outstanding, the Board of Directors approved, and the Company filed, Certificates of Withdrawal of Certificate of Designations relating to such series of preferred stock with the Secretary of State of Nevada and terminated the designation of its Series BB Preferred Stock effective as of the same date. As of December 31, 2024, and December 31, 2023, the Company had no preferred shares of Series BB Preferred Stock issued and outstanding. **Series CC Preferred Stock** 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 by1,000and multiplying the results by0.8conversion price. The holders of the Series CC Convertible Preferred Stock shall not be entitled to receive dividends paid on the Companys 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. F-21 Effective on February 1, 2024, due to the fact that no shares of Series CC Preferred Stock were outstanding, the Board of Directors approved, and the Company filed Certificates of Withdrawal of Certificate of Designations relating to such series of preferred stock with the Secretary of State of Nevada and terminated the designation of its Series CC Preferred Stock effective as of the same date. As of December 31, 2024, and December 31, 2023, the Company had no preferred shares of Series CC Preferred Stock issued and outstanding. **Series DD Preferred Stock** 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 Companys common stock. The holders of the Series DD Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action. As of December 31, 2024, and December 31, 2023, the Company had 9,870 and 9,870 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. **Dividends** We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations. **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. The 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 year ended December 31, 2024, and the year ended December 31, 2023, were $90,000 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 December 31, 2024, and December 31, 2023, 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 $266,857 in the aggregate as consultants during the year ended December 31, 2024, and $233,893 in the aggregate for the year ended December 31, 2023. F-22 **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 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. 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. On December 31, 2024, the company signed a five-year extension commencing on December 31, 2024, and ending on December 31, 2029. The monthly rent and security deposit remained the same. During the year ended December 31, 2024, and the year ended December 31, 2023, the Company paid $98,551 and $53,451, respectively in rent expense. **NOTE 8 PROPERTY AND EQUIPMENT, NET** Property and equipment, net consisted of the following: | | | December 31, 2024 | | | December31, 2023 | | | | Computer and office equipment (5-year useful life) | | $ | 181,552 | | | $ | 166,774 | | | | Leasehold improvements (5-year useful life) | | | 701,867 | | | | 501,226 | | | | Less: accumulated depreciation | | | (431,717 | ) | | | (308,697 | ) | | | Total property and equipment, net | | $ | 451,703 | | | $ | 359,303 | | | **** Depreciation expense for the years ended December 31, 2024, and December 31, 2023, was $123,020 and $212,562, 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 are 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, 2024, and the year ended December 31, 2023. F-23 **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: | | | December 31, 2024 | | | December31, 2023 | | | | 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 | | | (328,696 | ) | | | (231,156 | ) | | | Total intangible assets, net | | $ | 159,004 | | | $ | 256,544 | | | Amortization is computed on straight-line method based on estimated useful lives of 5 years. During the year ended December 31, 2024, and 2023, the Company recorded amortization expense of the intellectual property of $97,540 and $97,540, respectively. **NOTE 10 INCOME TAXES** **** Due to the Companys net losses, there were no provisions for income taxes for the years ended December 31, 2024, and 2023. 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 US federal income tax rate of 21% for December 31, 2024, and 2023 were as follows | | | 2024 | | | 2023 | | | | Income tax (benefit) | | $ | (1,162,508 | ) | | $ | (2,060,870 | ) | | | Non-deductible | | | 447,137 | | | | 1,190,032 | | | | Change in valuation allowance | | | 715,371 | | | | 870,838 | | | | Income tax (benefit) per financial statements | | $ | - | | | $ | - | | | Deferred income tax assets as of December 31, 2024, and 2023 were as follows: | | | December 31, 2024 | | | December 31, 2023 | | | | Deferred Tax Assets: | | | | | | | | | Net operating losses | | $ | 6,008,096 | | | $ | 5,292,725 | | | | Less valuation allowance | | | (6,008,096 | ) | | | (5,292,725 | ) | | | Total deferred tax assets | | $ | - | | | $ | - | | | The Company has recorded a full allowance against its deferred tax assets as of December 31, 2024, and 2023 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 $29,793,509 at December 31, 2024, which expires commencing in 2037. F-24 **NOTE 11 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. 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. The lease beginning January 16, 2022, and ending on January 15, 2024. 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). 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. On December 31, 2024, the company signed a five-year extension commencing on December 31, 2024, and ending on December 31, 2029. The monthly rent and security deposit remained the same. The following table summarizes the Companys undiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease: | 2025 | | $ | 63,540 | | | | 2026 | | | 63,540 | | | | 2027 | | | 63,540 | | | | 2028 | | | 63,540 | | | | 2029 | | | 63,540 | | | | Total undiscounted cash payments | | | 317,700 | | | | Less interest | | | (42,444 | ) | | | Present value of payments | | $ | 275,256 | | | **NOTE 12 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, and the planned growth in new markets. The following table summarizes the Company's carrying amount of goodwill during the years ended December 31, 2024, and December 31, 2023: | | | Goodwill | | | | Balance at December 31, 2022 | | $ | 5,805,438 | | | | Acquisition | | | - | | | | Impairment | | | (4,125,460) | | | | Balance at December 31, 2023 | | $ | 1,679,978 | | | | Acquisition | | | - | | | | Impairment | | | - | | | | Balance at December 31, 2024 | | $ | 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, 2024. The Company has recognized impairment of $4,125,460 and the Goodwill balance as of December 31, 2023, was $1,679,978. As a result of review, no impairment needed as of December 31, 2024. F-25 **NOTE 13 SUBSEQUENT EVENTS** In accordance with ASC 855-10, we have analyzed events and transactions that occurred subsequent to December 31, 2024, through the date these financial statements were issued and have determined that we do not, aside from the following, have any other material subsequent events to disclose or recognize in these financial statements. On April 9, 2025, the Company entered into a Secured Loan Agreement (the Agreement) with an otherwise unaffiliated third-party investor (the Investor), pursuant to which the Company agreed to issue to the Investor a $1,375,000 face value Secured Promissory Note (the Note) with a $275,000 original issue discount, with interest at an annual compounded rate of 15%, and a maturity date of December 31, 2026. The Agreement further contemplates the issuance of one share of the Companys newly created Series CC Preferred Stock to the Investor and a ten-year warrant (the Warrant) to purchase up to 999 shares of Series CC Preferred Stock at an exercise price of $1.00 per share. From January 1, 2024, to the date of the Agreement, the Investor had already funded $574,619, and the Agreement provides for an additional $525,318 under the Note. The parties agreed that the existing funds of $500,000 plus any new funds provided under the Note will be used by the Company to build a manufacturing facility in Cancun, Mexico. Further under the Agreement, the Company agreed that within 6 months of reaching quarterly sales of US$6,000,000, the Borrower shall obtain a listing (Listing) of its shares of common stock on the NASDAQ or similar national US exchange (Exchange). If the Company is not eligible, then the Company shall continue to be obligated to seek the Listing until such time as the Company is qualified by the Exchange. As part of the listing process, the Company shall cancel all of its series AA Preferred stock, have all of its series DD preferred stock converted into common stock and then have all of its Series CC Preferred Stock converted into common stock in that order. The foregoing description of the Agreement, the Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to full text of the Agreement, the Note and the Warrant, the forms of which are filed as Exhibits 10.15, 4.6 and 4.7, respectively, to this Annual Report on Form 10-K. As a result of the Agreement, the company filed with the Nevada Secretary of State on April 10, 2025, the certificate of designation preferences of its series of preferred stock to create a newly series of preferred stock designated as Series CC Convertible Preferred Stock, and the number of shares constituting such series shall be 1,000 par value $0.001. F-26