REGENERATIVE MEDICAL TECHNOLOGY GROUP INC. Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, cybersecurity, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further, information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with theSEC . The widespread global impact from the outbreak and spread of the COVID-19 pandemic continued throughout 2021. The Company cannot predict the long-term impact on its development timelines, revenue levels and its liquidity due to the worldwide spread of COVID-19. Based upon the Company's current assessment, it does not expect the impact of the COVID-19 pandemic to materially impact the Company's operations. However, the Company is continuing to assess the impact the spread of COVID-19 may have on its operations. Overview
We intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements.
Having locations inCosta Rica andFlorida for the purposes of conveniently shipping products, the Company has the ability to export its inventory of coins, paper currency, bullion and medals fromCosta Rica , to be sold in theU.S. and around the world. Likewise, the Company also imports such products back toCosta Rica , to be sold throughout the local markets. The Company adheres to strict processes related to acquisition and sale of its products. It begins by selecting the best inventory, be it a rare coin fromLatin America , or a banknote with an error fromthe United States . Inventory is carefully screened by management, is then sent to be graded by the proper grading authority. For all coins, medals and bullion, the Company's inventory is sent to theNumismatic Guaranty Company for authentication and grading. For all banknotes, the Company utilizes the services ofPaper Money Guaranty, LLC for authentication and grading, bothFlorida -based companies. Once graded, the inventory is sent to the Company'sFlorida -based location prior to being sent to one of the Company's many customers around the world. The Company maintains an online store with eBay (www.mesocoins.com) and participates in live auctions with major companies such as Heritage Auctions, Stacks Bowers Auctions, Lyn Knight Auctions and Sedwick Coins for the sale of its coins, paper currency, bullion and medals. The Company also launched a new application technology available on theGoogle Play Store , as well as theApple App Store . The Application is a banknote scanner which instantly identifies key characteristics of a banknote. This includes the catalog reference number of the note, the value, which entity it was issued by, the country of origin and the printer that printed the note. A picture of each note from our database of more than 61,000 banknotes from a combined 750 countries and regions will also be included with the information. For the numismatic industry in particular, this application eliminates the need for reference books, as well as the hours of time it takes to reference all the information about banknotes. With a simple snap of a picture, information is provided to the end-user almost instantaneously. OnAugust 18, 2021 , through a Stock Exchange Agreement in which 100% of the outstanding shares ofGlobal Stem Cell Group, Inc. were acquired for$225,000 in cash, the issuance of 1,000,000 shares of preferred series AA stock and the issuance of 8,974 shares of preferred series DD stock and the Company acquired the assets and assumed the liabilities ofGlobal Stem Cells Group, Inc. Page 31 of 43
Global Stem Cells Group's operations cover every aspect of the regenerative medicine industry. They combine extensive clinical research with the manufacturing and commercialization of viable cell therapy and immune support related products that will change the course of traditional medicine around the world forever. The Company's strategy allows them the ability to create immediate revenue streams through product sales, distribution, and clinical applications, driven by our extensive education platform.Global Stem Cells Group brings leadership to every aspect of the Stem Cell and Regenerative Medicine fields, covering clinical research, patient applications, along with physician training through our state-of-the-art global network of companies. The Company's mission is to enable physicians to make the benefits of stem cell medicine a reality for patients around the world. They have been educating doctors on the science and application of cell-based therapeutics
for the past 10 years.
The Company envisions the ability to improve "health-span" through the discovery and developments of new cellular therapy products, and cutting-edge Technology.
Results of Operations
Results of Operations for the Three Months Ended
Below is a summary of the results of operations for the three months ended
For the Three Months Ended September 30,
2021 2020 $ Change % Change
Revenue $ 165,042 $ 12,280 $ (152,762 ) 1,243.99 %
Cost of revenue 88,520 10,420 (78,100 ) 749.52 %
Gross profit 76,522 1,860 74,662 4,014.09 %
Operating expenses
Advertising and marketing 22,351 72 22,279 30,943.06 %
General and administrative-related party 8,116,269 - 8,116,269 0.00 %
Professional fees 336,299 32,494 303,805 934.96 %
Officer compensation 518,833 10,000 508,833 5,088.33 %
Depreciation and amortization 12,947 200 12,747 6,373.50 %
Investor relations 32,574 4,180 28,394 679.28 %
General and administrative 52,651 3,557 49,094 1,380.21 %
Total operating expenses 9,091,924 50,503 9,041,421 17,902.74 %
Other income (expense) Interest expense (900,039 ) (549,067 ) (350,972 ) 63.92 % Change in fair value of derivative financial instruments - (6,811,021 )
6,811,021 -100.00 %
Net income (loss) $ (9,915,441 ) $ (7,408,731 ) $ (2,506,710 ) 33.83 %
Revenue
Revenue increased by 1,243.99% in the amount of $152,762 for the three months
ended September 30, 2021 , compared to the same period in 2020. The key reason
for the increase in revenue was a result of the acquisition of Global Stem Cells
Group, Inc. on August 18, 2021 . Revenue from viable cell therapy and immune
support related products along with physician training was $153,583 from August
19, 2021 to September 30 , 2021offset by a decrease in sale of coins, metals and
paper money of $1,321 for the three months ended September 30, 2021 , compared to
the same period in 2020.
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Listed below are the revenues, cost of revenues and gross profits by Company for
the three months ended
For the Three Months Ended
September 30, 2021
Global Stem Cells Group Meso Numismatics Total
Revenue $ 153,583 $ 11,459 $ 165,042
Cost of revenue 78,894 9,626 88,520
Gross profit $ 74,689 $ 1,833 $ 76,522
Gross Profit % 48.63 % 16.00 % 46.37 %
Operating expenses
Operating expenses increased by 17,902.74% in the amount of
Professional fees increased by$303,805 for the three months endedSeptember 30, 2021 , compared to the same period in 2020, primarily due to$58,000 in legal,$178,000 in consulting and$38,000 in audit and accounting expenses. Officer compensation increased by$508,833 for the three months endedSeptember 30, 2021 , compared to the same period in 2020, primarily due to the issuance of 896 shares of Series DD Preferred Stock of the Company toDave Christensen , current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary as compensation pursuant to theProfessional Service Consulting Agreement. The$503,072 value of the 896 shares of Series DD Convertible Preferred Stock is based on converting into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price. General and administrative-related party expense increase by$8,116,269 for the three months endedSeptember 30, 2021 , compared to the same period in 2020, primarily due to the issuance of the 1,000 shares of the Company's Series CC Convertible Preferred Stock toLans Holdings Inc. terminated and replaced with a cash payment as consideration. The Company shall payLans Holdings Inc. , by delivery in escrow, an amount equal to$8,200,000 , offset by$83,731 the value of the 1,000 shares of the Company's Series CC Convertible Preferred Stock
terminated. Other expense
Other expense decreased by$6,460,049 for the three months endedSeptember 30, 2021 , compared to the same period in 2020, primarily as a result of the change in fair market value of the convertible notes in 2020 offset by increase in amortization of discounts 2021. Net Loss
We recorded a net loss of
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Results of Operations for the Nine Months Ended
Below is a summary of the results of operations for the nine months endedSeptember 30, 2021 and 2020. For the Nine Months Ended September 30, 2021 2020 $ Change % Change Revenue$ 185,254 $ 52,387 $ 132,867 253.63 % Cost of revenue 115,170 41,443 73,727 177.90 % Gross profit 70,084 10,944 59,140 540.39 % Operating expenses Advertising and marketing 22,732 154 22,578 14,661.04 % General and administrative-related party 8,116,269 -
8,116,269 0.00 %
Professional fees 665,544 62,481 603,063 965.19 %
Officer compensation 552,932 257,336 295,596 114.87 %Depreciation and amortization 13,347 600 12,747 2,124.50 % Investor relations 53,046 8,423 44,623 526.78 % General and administrative 69,206 21,418 47,788 223.12 % Total operating expenses 9,493,076 350,412
9,142,664 2,609.12 %
Other income (expense) Interest expense (1,659,724 ) (1,461,616 ) (198,108 ) 13.55 % Loss on conversion of debt - (7,629 ) 7,629 -100.00 % Derivative financial instruments - (9,836,815
) 9,836,815 -100.00 % Other expense (231,109 ) - (231,109 ) 0.00 % Net income (loss)$ (11,313,825 ) $ (11,645,528 ) $ (331,703 ) -2.85 % Revenue
Revenue increased by 253.63% in the amount of$132,867 for the nine months endedSeptember 30, 2021 , compared to the same period in 2020. The key reason for the increase in revenue was a result of the acquisition ofGlobal Stem Cells Group, Inc. onAugust 18, 2021 . Revenue from viable cell therapy and immune support related products along with physician training was$153,583 fromAugust 19, 2021 toSeptember 30 , 2021offset by a decrease in sale of coins, metals and paper money of$20,716 for the nine months endedSeptember 30, 2021 , compared to
the same period in 2020.
Listed below are the revenues, cost of revenues and gross profits by Company for
the nine months ended
For the Nine Months Ended
September 30, 2021
Global Stem Cells Group Meso Numismatics Total
Revenue $ 153,583 $ 31,671 $ 185,254
Cost of revenue 78,894 36,276 115,170
Gross profit $ 74,689 $ (4,605 ) $ 70,084
Gross Profit % 48.63 % -14.54 % 37.83 %
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Operating expenses
Operating expenses increased by 2,609.12% in the amount of
Professional fees increased by$603,063 for the nine months endedSeptember 30, 2021 , compared to the same period in 2020, primarily due to$194,000 in legal,$300,000 in consulting and$106,000 in audit and accounting expenses. Officer compensation increased by$295,596 for the nine months endedSeptember 30, 2021 , compared to the same period in 2020, primarily due to the issuance of 896 shares of Series DD Preferred Stock of the Company toDave Christensen , current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary as compensation pursuant to theProfessional Service Consulting Agreement. The$503,072 value of the 896 shares of Series DD Convertible Preferred Stock is based on converting into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion by 3.17 conversion price offset by the$166,795 value of the 50,000 shares of Series AA Super Voting Preferred Stock to Mr.David Christensen in 2020 along with$45,000 toMelvin Pereira in 2020. General and administrative-related party expense increase by$8,116,269 for the nine months endedSeptember 30, 2021 , compared to the same period in 2020, primarily due to the issuance of the 1,000 shares of the Company's Series CC Convertible Preferred Stock toLans Holdings Inc. terminated and replaced with a cash payment as consideration. The Company shall payLans Holdings Inc. , by delivery in escrow, an amount equal to$8,200,000 , offset by$83,731 the value of the 1,000 shares of the Company's Series CC Convertible Preferred Stock
terminated. Other expense Other expense decreased by$9,415,227 for the nine months endedSeptember 30, 2021 , compared to the same period in 2020, primarily as a result of the change in fair market value of the convertible notes in 2020 offset by increase in amortization of discounts and settlement of lawsuit in 2021. Net Loss
We recorded a net loss of
Liquidity and Capital Resources
Since inception, the Company has financed its operations through private
placements and convertible notes. The following is a summary of the cash and
cash equivalents as of
September 30, December 31,
2021 2020 $ Change % Change
Cash and cash equivalents $ 2,528,892 $ 42,534 $ 2,486,358 5,845.58 %
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