{"url_path":"/sec/rmtg/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 **","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1760026/0001213900-26-056841-index.html","accession_number":"0001213900-26-056841","cik":"0001760026","ticker":"RMTG","issuer_name":"Regenerative Medical Technology Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1760026/0001213900-26-056841-index.html","primary_entity_key":"0001760026","primary_entity_name":"Regenerative Medical Technology Group Inc."},"word_count":15380,"has_tables":true,"body_markdown":"**ITEM 16.**\n**10-K SUMMARY**\n\n \n\nNone\n\n \n\n36\n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of Section 13 or\n15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,\nthereunto duly authorized.\n\n \n\nDated: May 14, 2026\n**Regenerative Medical Technology Group Inc.**\n\n \n \n \n\n \nBy: \n*/s/ David Christensen*\n\n \n \nDavid Christensen\n\n \n \n\nPresident, Chief Executive Officer, Chief Financial\nOfficer, Secretary and Director\n\n(Principal Executive Officer)\n\n(Principal Financial Officer)\n\n(Principal Accounting Officer)\n\n \n\nIn accordance with the\nrequirements of the Securities Act of 1934, this Annual Report was signed by the following person in the capacities and on the date stated:\n\n \n\n**Name**\n** **\n**Title**\n** **\n**Date**\n\n \n \n \n \n \n\n/s/ David Christensen\n \nPresident, Chief Executive Officer, Chief Financial Officer,\n \nMay 14, 2026\n\nDavid Christensen\n \nSecretary and Director\n \n \n\n \n(Principal Executive Officer)\n \n \n\n \n \n(Principal Financial Officer)\n \n \n\n \n \n(Principal Accounting Officer)\n \n \n\n  \n\n37\n\n \n\n**Regenerative Medical Technology Group Inc.** \n\n**TABLE OF CONTENTS**\n\n \n\n \n \nPage\n\n \n \n \n\n[Report of Independent Registered Public Accounting Firm](#a_030)\n \nF-2\n\n \n \n \n\n[Consolidated Balance Sheets as of December 31, 2025  and 2024](#a_031)\n \nF-3\n\n \n \n \n\n[Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024](#a_032)\n \nF-4\n\n \n \n \n\n[Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2025 and 2024](#a_033)\n \nF-5\n\n \n \n \n\n[Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024](#a_034)\n \nF-6\n\n \n \n \n\n[Notes to Consolidated Financial Statements](#a_035)\n \nF-7- F-25\n\n \n\n F-1 \n\n \n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n** ** \n\nTo the Board of Directors\n\nRegenerative Medical Technology Group Inc. (formerly known as Meso\nNumismatic, Inc.)\n\n**Opinion on the Financial Statements**\n\n** **\n\nWe have audited the accompanying consolidated balance\nsheets of Regenerative Medical Technology Group Inc. (formerly known as Meso Numismatic, Inc.). (the “Company”) as of December\n31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the two years\nin the period ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”).\nIn our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company\nas of December 31, 2025 and 2024, and the results of its operations and its cash flows for the two years then ended, in conformity with\naccounting principles generally accepted in the United States of America.\n\n** **\n\n**Substantial doubt about the Company’s ability\nto continue as a Going concern**\n\n \n\nThe accompanying financial statements have been prepared\nassuming that the Company will continue as a going concern. As discussed in Note 2, Going Concern, to the financial statements, the Company\nincurred substantial operating losses in the years ended December 31, 2025, and December 31, 2024. The Company incurred operating losses\nof $7,812,409 for the year ended December 31, 2025, and had an accumulated deficit of $75,365,511 as of December 31, 2025. Management's\nplans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result\nfrom the outcome of this uncertainty.\n\n** **\n\n**Basis for Opinion**\n\n** **\n\nThese financial statements are the responsibility\nof the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our\naudits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are\nrequired to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and\nregulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with the standards\nof the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements\nare free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,\nan audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal\ncontrol over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal\ncontrol over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures to assess\nthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond\nto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.\nOur audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating\nthe overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n  \n\n F-2 \n\n \n\n \n\n**Critical Audit Matter**\n\n \n\nThe critical audit matter communicated below is a\nmatter arising from the current period audit of the financial statements that was communicated or required to be communicated to governance\nand that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,\nsubjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial\nstatements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical\naudit matter or on the accounts or disclosures to which they relate.\n\n \n\n**Derivative Liabilities**\n\n** **\n\n**Description of the Critical Audit Matter**\n\n \n\nAs described in Note 4 to the financial statements, the Company accounts\nfor certain warrants and embedded conversion features associated with debt arrangements as derivative liabilities under ASC 815, Derivatives\nand Hedging. As of December 31, 2025, the Company’s derivative liabilities consisted of two distinct instruments:\n\n \n\n•Embedded conversion feature associated with convertible notes, with a fair value of $6,338 at December 31, 2025; and\n\n•Warrants issued in connection with the August 14, 2025 Extension Agreement, providing the holder the right to purchase up to 50,000,000\nshares of the Company’s common stock at an exercise price of $0.035 - $0.050 per share with a cashless exercise provision, with\na fair value of $2,400,214 at December 31, 2025.\n\n \n\nDuring the year ended December 31, 2025, the Company recorded additions\nto derivative liabilities of $3,320,551 related to the fair value of the warrants issued at inception. The Company recorded a net fair\nvalue gain of $918,688 for the year ended December 31, 2025, resulting in a total derivative liability balance of $2,406,552 as of December\n31, 2025.\n\n \n\nThe Company measured the fair value of the embedded conversion feature\nusing a Monte Carlo simulation model, and the fair value of the warrants using a Binomial Option Pricing model. Both models incorporated\nsignificant assumptions including expected volatility, market value of the Company’s common stock, adjusted exercise price, risk-free\ninterest rate, and contractual terms of the instruments.\n\n \n\nWe identified the accounting classification and valuation of derivative\nliabilities as a critical audit matter because auditing management’s determination required significant auditor judgment and specialized\nskill in applying the accounting guidance under ASC 815, ASC 815-15, ASC 815-40, and ASC 820, Fair Value Measurement. In particular, the\nevaluation of whether the financial instruments required derivative liability classification under the “fixed-for-fixed” test\nof ASC 815-40, the bifurcation of the embedded conversion feature under ASC 815-15, and the estimation of fair value using valuation models\nwith significant unobservable inputs were highly subjective due to the complexity of the instruments.\n\n \n\n F-3 \n\n \n\n \n\n**How We Addressed the Critical Audit Matter**\n\nOur audit procedures included the following:\n\n•We obtained and reviewed the August 14, 2025 Extension Agreement to evaluate the terms of the warrant issuance, including the exercise\nprice, term, cashless exercise provisions, and the Company’s assessment of derivative classification at inception under ASC 815-40,\nincluding the “fixed-for-fixed” test.\n\n•We independently evaluated the requirement to bifurcate the embedded conversion feature under ASC 815-15 and the classification of\nthe warrants as derivative liabilities under ASC 815-40, including whether the issuance of the new warrants in August 2025 affected the\nclassification of the pre-existing embedded conversion feature (taint analysis).\n\n•We evaluated management’s selection of valuation models — Monte Carlo simulation for the embedded conversion feature and\nBinomial Option Pricing model for the warrants — for appropriateness in accordance with ASC 820, including consideration of the\ninstruments’ features and the availability of observable inputs.\n\n•We independently recalculated the fair value of both the embedded conversion feature and the warrants at the relevant measurement\ndates using a Binomial Option Pricing model as an alternative valuation approach. We agreed market-observable inputs (market value of\ncommon stock, risk-free interest rate, and exercise price) to independent data sources, independently developed expected volatility estimates\nfrom historical price data, and evaluated the reasonableness of significant assumptions used in management’s valuations. We compared\nour independently calculated fair values to management’s conclusions and evaluated differences, which were not material.\n\n•We assessed the completeness of the derivative instruments identified by management through review of all outstanding debt agreements,\nthe Extension Agreement, and other relevant contracts, and evaluated whether any additional financial instruments required derivative\naccounting treatment.\n\n•We evaluated the adequacy of the Company’s disclosures related to derivative liabilities, including the fair value measurement\ndisclosures required under ASC 820, the separate presentation of assumptions for each instrument, and the classification of inputs within\nthe fair value hierarchy.\n\n \n\n \n\n*/s/ Victor Mokuolu CPA PLLC*  \n\n   \n\nWe have served as the Company’s auditor since 2023.\n\n   \n\nHouston, Texas\n\n   \n\n**May 14, 2026**\n\n**PCAOB ID: 6771**\n \n\n \n\n \n\n F-4 \n\n \n\n \n\n**Regenerative Medical Technology Group Inc.**\n\n**CONSOLIDATED BALANCE SHEETS**\n\n \n\n  \nAs of December 31, \n\n  \n2025  \n2024 \n\nASSETS \n   \n  \n\n  \n   \n  \n\nCurrent assets \n   \n  \n\nCash and cash equivalents \n$956,718  \n$1,165,820 \n\nAccounts receivable \n 43,815  \n 22,605 \n\nInventory \n 159,277  \n 10,115 \n\nPrepaid expenses \n 62,950  \n 49,685 \n\nTotal current assets \n 1,222,760  \n 1,248,225 \n\nProperty and equipment, net \n 870,759  \n 451,703 \n\nOther assets \n 32,538  \n 7,264 \n\nIntangible assets, net \n 61,464  \n 159,004 \n\nRight of use asset, net \n 621,195  \n 275,256 \n\nGoodwill \n 1,679,978  \n 1,679,978 \n\nTotal assets \n$4,488,694  \n$3,821,429 \n\n  \n    \n   \n\nLIABILITIES AND STOCKHOLDERS’ DEFICIT \n    \n   \n\n  \n    \n   \n\nCurrent liabilities \n    \n   \n\nAccounts payable and accrued liabilities \n$348,394  \n$563,703 \n\nAccrued interest \n 16,559,277  \n 10,504,901 \n\nCustomer advances \n 351,193  \n 55,684 \n\nDerivative liability \n 2,406,552  \n 4,689 \n\nLease liability \n 219,973  \n 63,540 \n\nConvertible notes payable, net \n 47,452  \n 43,138 \n\nNotes payable-related parties \n 7,800  \n 7,800 \n\nNotes payable, net \n 16,883,979  \n 17,722,932 \n\nTotal current liabilities \n 36,824,620  \n 28,966,387 \n\n  \n    \n   \n\nLong term liabilities \n    \n   \n\nLease liability, net of current portion \n 409,110  \n 211,716 \n\nNotes payable, net of current portion \n 1,999,999  \n 1,999,999 \n\nTotal liabilities \n$39,233,729  \n$31,178,102 \n\n Commitments and contingencies (Note 7) \n \n-\n  \n \n-\n \n\n  \n    \n   \n\nStockholders’ deficit \n    \n   \n\nPreferred stock, $0.001 par value: 1,050,000 shares authorized as Series AA:\n1,050,000 issued and outstanding for the years ended December 31, 2025\nand 2024, respectively \n 1,050  \n 1,050 \n\nPreferred stock, $0.001 par value; 1,000 shares authorized as Series CC:\n1 and 0 issued and outstanding for the years ended December 31, 2025\nand 2024, respectively \n 1  \n \n-\n \n\nPreferred stock, $0.001 par value; 10,000 shares authorized as Series DD:\n9,870 issued and outstanding for the years ended December 31, 2025,\nand December 31, 2024, respectively \n 10  \n 10 \n\nCommon stock, $0.001 par value: 100,000,000 shares authorized:\n13,138,968 and 12,538,968 issued and outstanding for the years ended\nDecember 31, 2025, and December 31, 2024, respectively \n 13,139  \n 12,539 \n\nAdditional paid in capital \n 40,606,276  \n 40,182,830 \n\nAccumulated deficit \n (75,365,511) \n (67,553,102)\n\nTotal stockholders’ deficit \n (34,745,035) \n (27,356,673)\n\nTotal liabilities and stockholders’ deficit \n$4,488,694  \n$3,821,429 \n\n  \n    \n   \n\n \n\nThe accompanying notes are an integral part of\nthese audited consolidated financial statements.\n\n \n\n F-5 \n\n \n\n** **\n\n**Regenerative Medical Technology Group Inc.**\n\n**CONSOLIDATED STATEMENTS OF OPERATIONS**\n\n** **\n\n  \nFor the Years Ended\nDecember 31, \n\n  \n2025  \n2024 \n\nRevenue \n$5,100,315  \n$4,107,494 \n\nCost of revenue \n 2,289,537  \n 1,284,375 \n\nGross profit \n 2,810,778  \n 2,823,119 \n\n  \n    \n   \n\nOperating expenses \n    \n   \n\nAdvertising and marketing \n 716,698  \n 456,431 \n\nProfessional fees \n 1,390,146  \n 1,124,439 \n\nOfficer compensation \n 90,000  \n 90,000 \n\nDepreciation and amortization expense \n 281,067  \n 220,559 \n\nInvestor relations \n 80,000  \n 52,193 \n\nGeneral and administrative \n 1,120,029  \n 798,316 \n\nTotal operating expenses \n 3,677,940  \n 2,741,938 \n\nNet income (loss) from operations \n (867,162) \n 81,181 \n\n  \n    \n   \n\nOther income (expense) \n    \n   \n\nInterest expense \n (7,447,780) \n (5,641,609)\n\nChange in fair value of derivative liability \n 918,688  \n (2,543)\n\nLoss on extinguishment of debt \n (416,155) \n \n-\n \n\nTotal other income (expense) \n (6,945,247) \n (5,644,152)\n\nNet loss \n$(7,812,409) \n$(5,562,971)\n\n  \n    \n   \n\nBasic and diluted earnings (loss)per share from: \n   \n  \n\nNet loss per common share, basic and diluted \n$(0.62) \n$(0.44)\n\n  \n    \n   \n\nWeighted average number of common shares outstanding, basic and diluted \n 12,634,310  \n 12,531,586 \n\n \n\nThe accompanying notes are an integral part of\nthese audited consolidated financial statements.\n\n \n\n F-6 \n\n \n\n \n\n**Regenerative Medical Technology Group Inc.**\n\n**CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT**\n\n**For the Year Ended December 31, 2025**\n\n \n\n  \n   \n   \n   \n   \n   \n   \n   \n   \n  \n   \n  \n\n  \n**Series AA\nPreferred Stock**** **** **\n**Series CC\nPreferred Stock**** **** **\n**Series DD\nPreferred Stock**** **** **\n**Common Stock**** **** **\n**Additional\nPaid In**** **** **\n**Accumulated**** **** **\n** **** **\n\n** **** **\n**Shares**** **** **\n**Amount**** **** **\n**Shares**** **** **\n**Amount**** **** **\n**Shares**** **** **\n**Amount**** **** **\n**Shares**** **** **\n**Amount**** **** **\n**Capital**** **** **\n**Deficit**** **** **\n**Total** \n\nBalance, December 31, 2024 \n 1,050,000  \n$1,050  \n \n-\n  \n$\n-\n  \n 9,870  \n$10  \n 12,538,968  \n$12,539  \n$40,182,830  \n$(67,553,102) \n$(27,356,673)\n\nIssuance of preferred CC stock with debt \n -  \n \n-\n  \n 1  \n 1  \n -  \n \n-\n  \n -  \n \n-\n  \n 400  \n \n-\n  \n 401 \n\nIssuance of common stock for conversion of note \n -  \n \n-\n  \n -  \n \n-\n  \n -  \n \n-\n  \n 600,000  \n 600  \n 22,200  \n \n-\n  \n 22,000 \n\nWarrants issued with note \n -  \n \n-\n  \n -  \n \n-\n  \n -  \n \n-\n  \n -  \n \n-\n  \n 400,846  \n \n-\n  \n 400,846 \n\nNet loss \n -  \n \n-\n  \n -  \n \n-\n  \n -  \n \n-\n  \n -  \n \n-\n  \n \n-\n  \n (7,812,409) \n (7,812,409)\n\nBalance, December 31, 2025 \n 1,050,000  \n$1,050  \n 1  \n$1  \n 9,870  \n$10  \n 13,138,968  \n$13,139  \n$40,606,276  \n$(75,365,511) \n$(34,745,035)\n\n \n\n**Regenerative Medical\nTechnology Group Inc.**\n\n**CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT**\n\n**For the Year Ended December\n31, 2024**\n\n \n\n  \n** **** **** **\n** **** **** **\n** **** **** **\n** **** **** **\n** **** **** **\n** **** **** **\n** **** **** **\n** **** **** **\n** **** **\n** **** **** **\n** **** **\n\n** **** **\n**Series AA\nPreferred Stock**** **** **\n**Series CC\nPreferred Stock**** **** **\n**Series DD\nPreferred Stock**** **** **\n**Common Stock**** **** **\n**Additional\nPaid In**** **** **\n**Accumulated**** **** **\n** **** **\n\n** **** **\n**Shares**** **** **\n**Amount**** **** **\n**Shares**** **** **\n**Amount**** **** **\n**Shares**** **** **\n**Amount**** **** **\n**Shares**** **** **\n**Amount**** **** **\n**Capital**** **** **\n**Deficit**** **** **\n**Total** \n\nBalance, December 31, 2023 \n 1,050,000  \n$1,050  \n \n-\n  \n$\n-\n  \n 9,870  \n$10  \n 12,493,938  \n$12,494  \n$40,181,074  \n$(61,990,131) \n$(21,795,503)\n\nIssuance of common stock for conversion of debt \n -  \n \n-\n  \n -  \n \n-\n  \n -  \n \n-\n  \n 45,030  \n 45  \n 1,756  \n \n-\n  \n 1,801 \n\nNet loss \n -  \n \n-\n  \n -  \n \n-\n  \n -  \n \n-\n  \n -  \n \n-\n  \n \n-\n  \n (5,562,971) \n (5,562,971)\n\nBalance December 31, 2024 \n 1,050,000  \n$1,050  \n \n-\n  \n$\n-\n  \n 9,870  \n$10  \n 12,538,968  \n$12,539  \n$40,182,830  \n$(67,553,102) \n$(27,356,673)\n\n \n\nThe accompanying notes are an integral part of these audited consolidated financial statements\n\n \n\n F-7 \n\n \n\n \n\n**Regenerative Medical Technology Group Inc.**\n\n**CONSOLIDATED STATEMENTS OF CASH FLOWS**\n\n \n\n \n \nFor the Years Ended\nDecember 31,\n \n\n \n \n2025\n \n \n2024\n \n\nCASH FLOWS FROM OPERATING ACTIVITIES\n \n \n \n \n \n \n\nNet loss\n \n$\n(7,812,409\n)\n \n$\n(5,562,971\n)\n\nNon-cash adjustments to reconcile net loss to net cash:\n \n \n \n \n \n \n \n \n\nAmortization of debt discount\n \n \n1,366,291\n \n \n \n2,126,680\n \n\nDepreciation and amortization expense\n \n \n281,067\n \n \n \n220,559\n \n\nChanges in fair value of derivative liability\n \n \n(918,688\n)\n \n \n2,543\n \n\nCommon shares issued for conversion of note\n \n \n22,800\n \n \n \n\n-\n\n \n\nLoss on extinguishment of debt\n \n \n416,155\n \n \n \n\n-\n\n \n\nPreferred shares issued with debt\n \n \n401\n \n \n \n\n-\n\n \n\nChanges in operating assets and liabilities:\n \n \n \n \n \n \n \n \n\nAccounts receivable\n \n \n(21,210\n)\n \n \n1,351\n \n\nPrepaid expenses\n \n \n(13,265\n)\n \n \n(29,185\n)\n\nInventory\n \n \n(149,162\n)\n \n \n(10,115\n)\n\nOther assets\n \n \n(25,274\n)\n \n \n(1,696\n)\n\nAccounts payable and accrued liabilities\n \n \n6,146,775\n \n \n \n4,103,533\n \n\nCASH PROVIDED (USED) BY OPERATING ACTIVITIES\n \n \n(706,519\n)\n \n \n850,699\n \n\n \n \n \n \n \n \n \n \n \n\nCASH FLOWS FROM INVESTING ACTIVITIES\n \n \n \n \n \n \n \n \n\nPurchase of property and equipment\n \n \n(602,583\n)\n \n \n(215,419\n)\n\nCASH USED BY INVESTING ACTIVITIES\n \n \n(602,583\n)\n \n \n(215,419\n)\n\n**CASH FLOWS FROM FINANCING ACTIVITIES**\n \n \n \n \n \n \n \n \n\nProceeds from issuance of debt\n \n \n1,100,000\n \n \n \n\n-\n\n \n\nCASH PROVIDED BY FINANCING ACTIVITIES\n \n \n1,100,000\n \n \n \n\n-\n\n \n\n**Net increase (decrease) in cash**\n \n \n(209,102\n)\n \n \n635,280\n \n\nCash, beginning of year\n \n \n1,165,820\n \n \n \n530,540\n \n\n \n \n \n \n \n \n \n \n \n\nCash, end of year\n \n$\n956,718\n \n \n$\n1,165,820\n \n\n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n\nCash paid for income taxes\n \n$\n\n-\n\n \n \n$\n\n-\n\n \n\nCash paid for interest\n \n$\n\n-\n\n \n \n$\n\n-\n\n \n\n \n \n \n \n \n \n \n \n \n\nNON-CASH FINANCING ACTIVITIES:\n \n \n \n \n \n \n \n \n\nWarrants discount issued on debt\n \n$\n3,305,242\n \n \n$\n\n-\n\n \n\nCommon stock issued for conversion of note\n \n$\n22,800\n \n \n$\n1,801\n \n\n \n\nThe accompanying notes are an integral part of\nthese audited consolidated financial statements.\n\n \n\n F-8 \n\n \n\n \n\n**Regenerative Medical Technology Group Inc.**\n\n**NOTES TO CONSOLDIATED FINANCIAL STATEMENTS**\n\n**December 31, 2025**\n\n** **\n\n**NOTE 1 – ORGANIZATION AND DESCRIPTION\nOF BUSINESS**\n\n* *\n\n*Organization and History*\n\n \n\nRegenerative Medical Technology Group Inc. (the\n“Company”) was originally organized under the laws of Washington State in 1999, as Spectrum Ventures, LLC to develop market\nand sell VOIP (Voice over Internet Protocol) services. In 2002, the Company changed its name to Nxtech Wireless Cable Systems, Inc. In\nAugust 2007, the Company changed its name to Oriens Travel & Hotel Management Corp. In November 2014, the Company changed its name\nto Pure Hospitality Solutions, Inc. \n\n \n\nOn November 16, 2016, the Company entered into\nan Agreement and Plan of Merger between the Company and Meso Numismatics Corp. (“Meso”), a Florida corporation. The acquisition\nof Meso was to support the Company’s overall mission of specializing in ventures related to Central America and the Latin countries\nof the Caribbean; not limited to tourism. Meso was a small but scalable numismatics operation that the Company leveraged for low-cost\ncost revenues and product marketing.\n\n \n\nThe Company maintained an online store with eBay\n(www.mesocoins.com) and participated in live auctions with major companies such as Heritage Auctions, Stacks Bowers Auctions and Lyn Knight\nAuctions.\n\n \n\nThe acquisition was completed on August 4, 2017,\nfollowing the Company issuance of 25,000 shares of Series BB preferred stock to Meso to acquire one hundred (100%) percent of Meso’s\ncommon stock. The Company accounted for the acquisition as common control, as Melvin Pereira, the CEO and principal shareholder of the\nCompany controlled, operated and owned both companies. On November 16, 2016, the date of the Merger Agreement and June 30, 2017, the date\nof the Debt Settlement Agreement, Melvin Pereira, CEO of Pure Hospitality Solutions, owned 100% of the stock of Meso. Pure Hospitality\nSolutions, Inc. and Meso first came under common control on June 30, 2017.\n\n \n\nOn September 4, 2017, the Company decided to suspend\nits booking operations, Oveedia, to focus on continuing to build Meso, its numismatic business. The Company did, however, use its footprint\nwithin the Latin American region to expand the Company at a much quicker rate.\n\n \n\nIn September 2018, the Company changed its name\nto Meso Numismatics, Inc. and FINRA provided a market effective date and the new ticker symbol MSSV became effective on October 16, 2018.\n\n \n\nOn July 2, 2018, the Board of Directors authorized\nand shareholders approved a 1-for-1,000 reverse stock split of the Company’s issued and outstanding shares of common stock held\nby the holders of record.\n\n \n\nOn August 18, 2021, the Company completed its\nacquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global\nStem 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\nof Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021).\n\n \n\nPursuant to the terms of the Fifth Post Closing\nAmendment along with the completion of the acquisition of Global Stem Cells Group Inc., the issuance of the 1,000 shares of the Company’s\nSeries CC Convertible Preferred Stock to Lans Holdings Inc. was terminated and replaced with a cash payment as consideration. The Company\npaid 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\nthe repurchase of all of its shares of common stock from its common shareholders. On November 3, 2021, the Company paid $8,200,000 in\ncash to an escrow account set up by Lans Holdings Inc.\n\n ** **\n\nOn October 28, 2022, the Company entered into\nan Agreement of Conveyance, Transfer and Assignment of Subsidiary with the Company’s prior officer and director, Mr. Melvin Pereira,\npursuant to which the Company agreed to sell Mr. Pereira 100% of the Company’s interest in Meso. In exchange, Mr. Pereira\nhas agreed to assume all of the liabilities of Meso, provide whatever financial and other materials needed by the Company to prepare and\ncomplete our financial statements for reporting purposes, and not to disparage our company. The Company reclassified $68,313 of liabilities\noutstanding resulting in a gain on discontinued operations at December 31, 2022.\n\n* *\n\n F-9 \n\n \n\n* *\n\n*Description of Business*\n\n \n\nAs a result of this transaction, the Company is\nno 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\nopportunity for the Company - the operations of Global Stem Cell Group.\n\n \n\nThe Company believes stem cell therapy is becoming\nan increasingly effective clinical solution for treating conditions that traditional or conventional medicine only offers within palliative\ncare and pain management. The Company works with doctors and their staff to provide products, solutions, equipment, services, and training\nto help them be successful in the application of Stem Cell Therapies. The Company combines solutions from extensive clinical research\nwith the manufacturing and commercialization of viable cell therapy and immune support related products that it believes will change the\ncourse of traditional medicine around the world forever. The Company’s revenue comes directly from the training and the seminars,\nfrom the resale of these kits, products, and equipment, services, from patient procedures, and from the reoccurring application of the\nCompany’s process using the kits and solutions it provides.\n\n \n\nOn October 18, 2024, FINRA provided a market effective\ndate for the name and symbol change for Meso Numismatics, Inc. (MSSV) taking effect at the opening of business on October\n21, 2024. The new name is** **Regenerative Medical Technology Group Inc. The new symbol is RMTG**.**\n\n \n\n**NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING\nPOLICIES**\n\n* *\n\n*Principles of Consolidation and Basis of Presentation*\n\n \n\nThe consolidated financial statements include\nthe accounts of the Company and its wholly owned subsidiaries, Global Stem Cells Group Inc. (since August 18, 2021) and Cellular Hope\nInstitute, wholly-owned subsidiary of Global Stem Cells Group Inc. All significant intercompany transactions have been eliminated in consolidation.\n\n.\n\n*Use of Estimates in Financial Statement Presentation*\n\n \n\nThe preparation of these financial statements\nin conformity with accounting principles generally accepted in the United States of America requires management to make estimates and\nassumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts\nof revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates included\nin these financial statements are associated with accounting for the goodwill, derivative liability, valuation of preferred stock, and\nthe valuation of assets and liabilities in business combination.\n\n \n\n*Reclassifications*\n\n \n\nCertain 2024 amounts have been reclassified to\nconform to the 2025 presentation, including the presentation of accrued interest previously included in accounts payable and accrued liabilities.\n\n* *\n\n*Cash and Cash Equivalents*\n\n \n\nThe Company considers all highly liquid accounts\nwith original maturities of three months or less to be cash equivalents. At December 31, 2025, and December 31, 2024, all of the Company’s\ncash was deposited in major banking institutions. There were no cash equivalents as of December 31, 2025, and December 31, 2024. Our cash\nbalances at financial institutions may exceed the Federal Deposit Insurance Company’s (FDIC) insured limit of $250,000 from time\nto time.\n\n \n\n*Accounts Receivable*\n\n \n\nAccounts receivables are recorded at original\ninvoice amount less an allowance for uncollectible accounts that management believes will be adequate to absorb estimated losses on existing\nbalances. Management estimates the allowance based on collectability of accounts receivable and prior bad debt experience. Accounts receivable\nbalances are written off against the allowance upon management’s determination that such accounts are uncollectible. Recoveries\nof accounts receivable previously written off are recorded when received. Management believes that credit risks on accounts receivable\nwill not be material to the financial position of the Company or results of operations. The allowance for doubtful accounts was $0 and\n$0 as of December 31, 2025, and December 31, 2024, respectively.\n\n* *\n\n*Intangible Assets*\n\n \n\nIntangible assets with finite lives are amortized\nover their estimated useful lives. Intangible assets with indefinite lives are not amortized but are tested for impairment annually or\nwhenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment was recognized\nfor the years ended December 31, 2025, and the year ended December 31, 2024.\n\n \n\n F-10 \n\n \n\n \n\n*Lease Accounting*\n\n \n\nThe Company leases office space and clinical space\nunder a lease arrangement. These properties are generally leased under non-cancellable agreements that contain lease terms in excess of\ntwelve months on the date of entry as well as renewal options for additional periods. The agreements, which have been classified as operating\nleases, generally provide for base minimum rental payment, as well as non-lease components including insurance, taxes, maintenance, and\nother common area costs.\n\n \n\nAt the lease commencement date, the Company recognizes\na 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\nright-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of\nthe lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount\nof the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives\nreceived. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets.\nThe lease liability is initially measured at the present value of the lease payments, discounted using the rate implicit in the contract\nif available or an estimate of our incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The\ndiscount rates used for the initial measurement of lease liabilities as of the date of entry were based on the original lease terms.\n\n \n\nLease payments included in the measurement of\nlease liabilities consist of (i) fixed lease payments for the non-cancelable lease term, (ii) fixed lease payments for optional renewal\nperiods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying\nindex or rate, based on the index or rate in effect at lease commencement. Certain real estate lease agreements require payments for non-lease\ncosts such as utilities and common area maintenance. The Company has elected an accounting policy to not separate implicit components\nof the contract that may be considered non-lease related.\n\n \n\nLease expense for operating leases consists of\nthe fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. The lease payments\nare allocated between a reduction of the lease liability and interest expense. Depreciation of the right-of-use asset for operating leases\nreflects the use of the asset on straight-line basis over the expected term of the lease.\n\n \n\n*Goodwill*\n\n \n\nWe test our reporting unit for impairment annually\nat year end or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit\nis less than its carrying amount. If the carrying amount of a reporting unit exceeds its estimated fair value, we record an impairment\nloss based on the difference between fair value and carrying amount of the reporting unit, not to exceed to the associated carrying amount\nof goodwill. (see Note 12 for detail of goodwill).\n\n \n\n*Derivative Instruments*\n\n \n\nThe derivative instruments are accounted for as\nliabilities, the derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with\nchanges in fair value recognized in operations for each reporting period. The Company uses the Monte Carlo option pricing model to value\nthe derivative instruments.\n\n* *\n\n*Revenue Recognition*\n\n \n\nIn accordance with FASB\nASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when it satisfies a performance obligation by transferring\ncontrol of a promised good or service to a customer. Revenue is measured based on the consideration the Company expects to receive in\nexchange for those goods or services.\n\n \n\nThe Company’s primary\nrevenue streams are as follows:\n\n \n\n**Training**\n\n \n\nThe Company offers stem\ncell and exosome certification training programs for physicians and healthcare professionals. The performance obligation is satisfied\nupon completion of the training seminar and delivery of the related certification and materials. Revenue is recognized at the point in\ntime the seminar is completed and control of the training services has transferred to the customer.\n\n \n\n**Products**\n\n \n\nThe Company sells regenerative\nmedicine and related products directly to physicians and clinics. Products are generally sold at the point of sale, shipped directly to\ncustomers, or provided in connection with patient procedures and training events. Revenue is recognized at the point in time control transfers\nto the customer, which generally occurs upon shipment or customer pickup.\n\n \n\n F-11 \n\n \n\n \n\n**Equipment**\n\n \n\nThe Company sells medical\nand regenerative medicine equipment to physicians and clinics. Equipment is shipped either directly from the manufacturer or by the Company\nto the customer. Revenue is recognized at the point in time control transfers to the customer, which generally occurs upon shipment or\ncustomer pickup.\n\n \n\n**Patient Procedures**\n\n \n\nThe Company provides\nregenerative medicine procedures at its clinic locations. Customers may remit deposits in advance of scheduled procedures, which are recorded\nas deferred revenue until the related services are performed. Revenue is recognized at the point in time the medical procedures are completed\nand the related performance obligations have been satisfied.\n\n* *\n\n*Income Taxes*\n\n \n\nThe Company uses the liability method to record\nincome tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting\nand tax reporting bases of assets and liabilities, given the provisions of currently enacted tax laws.\n\n \n\nThe accounting for uncertainty in income taxes\nrecognized in an enterprise’s financial statements uses the threshold of more-likely-than-not to be sustained upon examination for\ninclusion or exclusion. Measurement of tax uncertainty occurs if the recognition threshold has been met.\n\n \n\n*Net Earnings (Losses) Per Common Share*\n\n \n\nThe Company accounts for net loss per share in\naccordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which requires presentation\nof basic and diluted earnings per share (“EPS”) on the face of the statement of operations for all entities with complex capital\nstructures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator\nof the diluted EPS.\n\n \n\nBasic net loss per share is computed by dividing\nnet loss by the weighted average number of shares of common stock outstanding during each period. It excludes the dilutive effects of\nany potentially issuable common shares. The effect of common stock equivalents is anti-dilutive with respect to losses and therefore basic\nand dilutive is the same.\n\n \n\nDiluted net loss per share is calculated by including\nany potentially dilutive share issuances in the denominator. The following securities are excluded from the calculation of weighted average\ndiluted shares on December 31, 2025, and December 31, 2024, respectively, because their inclusion would have been anti-dilutive.\n\n \n\n  \nFor the Years Ended\nDecember 31, \n\n  \n2025  \n2024 \n\nConvertible notes outstanding \n 129,347  \n 180,346 \n\nConvertible preferred CC stock outstanding \n 13,139  \n \n-\n \n\nConvertible preferred DD stock outstanding \n 39,231,798  \n 39,231,798 \n\nShares underlying warrants outstanding \n 133,125,861  \n 70,000,000 \n\n  \n 172,500,145  \n 109,412,144 \n\n \n\n*Fair Value of Financial Instruments*\n\n \n\nThe fair value of financial instruments, which\ninclude cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values\ndue to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed\nto significant interest, currency or credit risks arising from financial instruments.\n\n \n\n F-12 \n\n \n\n \n\nFair value is defined as the price which would\nbe received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement\ndate. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows:\n\n \n\n \nLevel 1\nInputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.\n\n \n\n \nLevel 2\nInputs - 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.\n\n \n\n \nLevel 3\nInputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.\n\n \n\nAt December 31, 2025, and December 31, 2024, the\ncarrying amounts of the Company’s financial instruments, including cash, account payables, and accrued expenses, approximate their\nrespective fair value due to the short-term nature of these instruments.\n\n \n\nAt December 31, 2025, and December 31, 2024, the\nCompany does not have any assets or liabilities except for derivative liabilities related to convertible notes payable required to be\nmeasured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement.\n\n \n\nThe following presents the Company’s fair\nvalue hierarchy for those assets and liabilities measured at fair value as of December 31, 2025, and December 31, 2024:\n\n \n\n  \nLevel 1  \nLevel 2  \nLevel 3  \nTotal \n\nDecember\n31, 2025 \n    \n    \n    \n   \n\nDerivative liability \n$\n \n  \n$\n \n  \n$2,406,552  \n$2,406,552 \n\nTotal \n$\n-\n  \n$\n-\n  \n$2,406,552  \n$2,406,552 \n\n  \n    \n    \n    \n   \n\nDecember\n31, 2024 \n    \n    \n    \n   \n\nDerivative liability \n$\n \n  \n$\n \n  \n$4,689  \n$4,689 \n\nTotal \n$\n-\n  \n$\n-\n  \n$4,689  \n$4,689 \n\n* *\n\n*Stock Based Compensation*\n\n \n\nShare-based compensation issued to employees is\nmeasured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period. The\nCompany measures the fair value of the share-based compensation issued to non-employees at the grant date using the stock price observed\nin the trading market (for stock transactions) or the fair value of the award (for non-stock transactions), which were considered to be\nmore reliably determinable measures of fair value than the value of the services being rendered.\n\n \n\n*New Accounting Pronouncements*\n\n \n\nRecently adopted accounting pronouncements require\npublic companies to disclose the impact of new standards on their financial statements, including details about the standard, the adoption\ndate, method of adoption, and expected effects. These disclosures help investors understand how changes in accounting principles\nwill affect a company’s financial performance and position. \n\n \n\n**Recently Adopted\nAccounting Pronouncements.** In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in\nthis update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable\nsegment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim\nperiods within fiscal years beginning after December 15, 2024. Adoption of this standard is on a modified retrospective basis and\nhad no impact on the Company’s financial position, results of operations, cash flows or net income per share. As of 2025 and 2024\nthe Company had one reporting segment, all revenue is reported under this segment Global Stem Cells Group.\n\n \n\nOther accounting standards and amendments to existing\naccounting standards that have been issued and have future effective dates are not applicable or are not expected to have a significant\nimpact on the Company’s consolidated financial statements.\n\n \n\n F-13 \n\n \n\n \n\n*Going Concern*\n\n \n\nThe financial statements have been prepared assuming\nthe Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of\n$75,365,511 and a working capital deficit of $35,601,860 as of December 31, 2025, and future losses are anticipated. These factors, among\nothers, raise substantial doubt about the Company’s ability to continue as a going concern.\n\n \n\nThe ability of the Company to continue its operations\nas a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with\nsome additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations\nare sufficient to fund working capital requirements.\n\n \n\nThe Company will require additional funding to\nfinance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance\nthat financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have\nbeen prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal\ncourse of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification\nof the liabilities that might be necessary should the Company be unable to continue as a going concern.\n\n \n\n**NOTE 3 – REVENUE RECOGNITION**\n\n \n\nThe Company recognizes revenue when it satisfies\na performance obligation by transferring control over a product to a customer or as services are performed. Revenue is measured based\non the consideration the Company receives in exchange for those products\n\n \n\nThe following table presents the Company’s\nrevenue by product category for the years ended December 31, 2025, and 2024:\n\n \n\n  \nFor the Years Ended\nDecember 31, \n\n  \n2025  \n2024 \n\nTraining \n$1,125,521  \n$809,654 \n\nProduct supplies \n 2,024,573  \n 1,748,961 \n\nEquipment \n 75,835  \n 177,225 \n\nPatient procedures \n 1,874,386  \n 1,371,654 \n\nTotal revenue \n$5,100,315  \n$4,107,494 \n\n \n\nListed below are the revenues, cost of revenues,\ngross profits, assets and net loss by Company:\n\n \n\n  \nFor the Year Ended \n\n  \nDecember 31, 2025 \n\n  \nGlobal Stem  \nMeso  \n  \n\n  \nCells Group  \nNumismatics  \nTotal \n\nRevenue \n$5,100,315  \n$\n-\n  \n$5,100,315 \n\nCost of revenue \n 2,289,537  \n \n-\n  \n 2,289,537 \n\nGross profit \n$2,810,778  \n$\n-\n  \n$2,810,779 \n\nGross Profit % \n 54.73% \n 0.00% \n 54.73%\n\n  \n    \n    \n   \n\nAssets \n$2,718,911  \n$1,769,783  \n$4,488,694 \n\nNet income (loss) \n$(742,221) \n$(7,070,188) \n$(7,812,409)\n\n \n\n**NOTE 4 – NOTES PAYABLE**\n\n** **\n\n**Convertible Notes Payable**\n\n \n\nOn November 25, 2019, the Company, pursuant to\nthe certificate of designation of the Series BB Preferred Stock, elected to exchange the preferred shares for other indebtedness calculated\nat a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder had the option within\n30 days of such mailing date and subject to the execution of this Agreement to receive the Indebtedness in the form of a convertible note.\nIf the shareholder does not give the Company notice, the indebtedness shall automatically be issued in the form of a promissory note.\nThe 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\nany time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible,\nat the investors’ sole discretion, into shares of common stock at conversion price equal to the lowest bid price of the\nCommon Stock as reported on the National Quotations Bureau OTC Markets exchange for the three prior trading days including the\nday upon which a Notice of Conversion is received by the Company. As of December 31, 2019, 81,043 Preferred Series BB shares were exchanged\nfor an aggregate of $97,252 convertible notes.\n\n \n\n F-14 \n\n \n\n \n\nThe balance of the convertible notes as of December\n31, 2025, and December 31, 2024, is as follows:\n\n \n\n  \nDecember 31,  \nDecember 31,\n\n  \n2025  \n2024\n\nConvertible notes payable \n$47,452  \n$43,138\n\nLess: Discount \n \n-\n  \n \n-\n\nConvertible notes payable, net \n$47,452  \n$43,138\n\n \n\nDuring the years\nending December 31, 2025, and December 31, 2024, the Company incurred $0 and $0, respectively, of debt discount amortization expense and\nmade payments of $0 and $0, respectively, on the outstanding convertible notes. As of December 31, 2025, and December 31, 2024, the Company\nhad no accrued interest on convertible notes. The convertible notes bear no interest and have a four (4) year maturity date with an additional\n10% of the outstanding balance upon the occurrence of the event of default. This loan is currently in default.\n\n \n\n**Promissory Notes Payable**\n\n \n\nDuring 2015, the Company entered into line of\ncredit with Digital Arts Media Network treated as a promissory note. The promissory note bear interest at ten (10%) and have a one (1)\nyear 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\nupon the execution of the promissory notes. As of December 31, 2025, and December 31, 2024, the principal balance of the outstanding loan\nwas $130,025 and $130,025, respectively, and accrued interest of $131,641 and $118,639, respectively.\n\n \n\nOn November 25, 2019, the Company, pursuant to\nthe certificate of designation of the Series BB Preferred Stock, elected to exchange the preferred shares for other indebtedness calculated\nat a price per share equal to $1.20. Upon the Company’s mailing of the Exchange Agreement, the shareholder had the option, within\n30 days of such mailing date to receive the indebtedness in the form of a convertible note. If the shareholder did not give the Company\nnotice, the indebtedness shall automatically be issued in the form of a promissory note without any conversion feature. The promissory\nnotes 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\nwhole 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\nof $332,068 promissory notes. As of December 31, 2025, and December 31, 2024, the aggregate loan balances outstanding were $398,482 and\n$398,482, respectively, and no unamortized discounts. This loan is currently in default.\n\n \n\nOn December 3, 2019, Melvin Pereira, the prior\nCEO, converted 18,500 shares of the 25,000 shares of Series BB preferred stock to acquire one hundred (100%) percent of Meso’s common\nstock into 250,999 shares of the Company’s common stock and elected to exchange the remaining 6,500 shares of Series BB preferred\nstock for a promissory note of $7,800, which is shown as a related party note payable on the balance sheet on December 31, 2025, and December\n31, 2024. This loan is currently in default.\n\n \n\nAt December 7, 2020, the Company exchanged $5,379,624\nof principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants\nto purchase 15,000,000 shares of our common stock with three separate lenders. The new notes have a maturity date of November 23, 2023,\nand an aggregate principal amount of $5,379,624 shall bear interest at a fifteen (15%) percentage compounded annual interest rate and,\nas 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\nshare in connection with the restructuring. The Company recorded the fair value of the 15,000,000 warrants issued with debt at approximately\n$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\nand property of the as collateral. On November 20, 2023, both the Company and two separate lenders hereby agree to terminate the 2020\nSecured 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\nbecome null, and void and the Company shall no longer be liable for any amounts related to the 2020 Secured Note. On August 14, 2025,\nthe Company entered into an Extension Agreement (“Extension”) with an otherwise unaffiliated third-party investor (the “Investor”),\npursuant to which the Company and Investor agree to extend the Maturity Date of the non-convertible senior secured promissory note entered\ninto on December 7, 2020, with a principal value of $2,872,797 to July 31, 2026, the Extended Date. In consideration for the Extension,\nthe Company shall issue to the Investor warrants (“Warrants”) right to purchase up to 18,000,000 shares of common stock of\nthe Company at an exercise price of $0.05 per share. The Warrants shall have a term of three (3) years and shall have a cashless exercise.\nAs of December 31, 2025, and December 31, 2024, the aggregate loan balances were outstanding $2,872,797 and $2,872,797, respectively.\n\n \n\n F-15 \n\n \n\n \n\nThe new notes have a maturity date of November\n20, 2028, an aggregate principal amount of $1,999,999, and bear interest at a six (6%) percentage annual interest rate. In accordance\nwith 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\nthe old debt was derecognized and new debt was recorded at fair value a gain was recorded between the net carrying value of the original\ndebt and the fair value of the new debt. The consideration was paid to the existing lender and not a third party therefore the consideration\nwas expensed as an offset to the gain. As of December 31, 2025, and December 31, 2024, the outstanding loan balance was $1,999,999 and\n$1,999,999, respectively.\n\n \n\nOn December 9, 2020, the Company entered into\na Promissory Debentures with a lender in the amount of $110,000 which bear compounded annual interest at fifteen (15%) percent and have\na 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\nor 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\nCompany. The Company recorded the fair value of the 1,000,000 warrants issued with debt at approximately $17,491 at December 31, 2020,\nas a discount.  As of December 31, 2025, and December 31, 2024, the outstanding loan balance was $110,000 and $110,000, respectively,\nand no unamortized discount. This loan is currently in default.\n\n \n\nOn January 6, 2021, the Company entered into a\nPromissory 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\ndate 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\nrepaid 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\n$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\nthe date of issuance as a discount. On August 14, 2025, the Company entered into an Extension Agreement (“Extension”) with\nan otherwise unaffiliated third-party investor (the “Investor”), pursuant to which the Company and Investor agree to extend\nthe Maturity Date of the non-convertible senior secured promissory note entered into on January 6, 2021, with a principal value of $1,000,000\nto July 31, 2026, the Extended Date. In consideration for the Extension, the Company shall issue to the Investor warrants (“Warrants”)\nright to purchase up to 6,000,000 shares of common stock of the Company at an exercise price of $0.05 per share. The Warrants shall have\na term of three (3) years and shall have a cashless exercise. As of December 31, 2025, and December 31, 2024, the outstanding loan balance\nwas $1,000,000 and $1,000,000, respectively.\n\n \n\nOn June 22, 2021, the Company entered into a Promissory\nDebentures with a lender in the amount of $11,600,000 which bears interest at twelve (12%) percent and have a three (3) year maturity\ndate 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\nrepaid 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\n$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\nat the date the warrants were issued as a discount. Lender is granted senior security interest and lien in all rights, title and interest\nin the assets and property of the Company as collateral. On August 14, 2025, the Company entered into an Extension Agreement (“Extension”)\nwith an otherwise unaffiliated third-party investor (the “Investor”), pursuant to which the Company and Investor agree to\nextend the Maturity Date of the non-convertible senior secured promissory note entered into on June 22, 2021, with a principal value of\n$11,600,000 to July 31, 2026, the Extended Date. In consideration for the Extension, the Company shall issue to the Investor warrants\n(“Warrants”) right to purchase up to 20,000,000 shares of common stock of the Company at an exercise price of $0.05 per share.\nThe Warrants shall have a term of three (3) years and shall have a cashless exercise. The interest rate of the Note shall be increased\nto a compounded annual rate of 15% (“Interest”); and a one-time 10% premium. As of December 31, 2025, and December 31, 2024,\nthe outstanding loan balance was $11,600,000 and $11,600,000, respectively.\n\n \n\nOn August 18, 2021, through a Stock Purchase Agreement\nin which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from\nBenito 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\nfor 48 months and monthly payments of $504.94. As of December 31, 2025, and December 31, 2024, the principal balance of the outstanding\nauto loan was $0.00 and $0.00, respectively.\n\n \n\nOn August 18, 2021, through a Stock Purchase Agreement\nin which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company assumed the November 17, 2020, agreement with an Investor\nfor proceeds in the amount of $400,000 treated as a promissory. In exchange for the gross proceeds, the Investor shall receive the right\nto a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. The payments of the payment percentage shall be calculated\nby multiplying the gross quarterly revenues appearing in the financial statements by the payment percentage and treated as accrued interest.\nPayments shall be made ninety (90) days from the end of each respective fiscal quarter with the first payment to be made on the quarter\nending December 31, 2020. Payments may be accrued and deferred if payment would deplete cash, cash equivalent and/or short-term investment\nbalances on each respective fiscal quarter by more than twenty (20%) percent. As of December 31, 2025, and December 31, 2024, the principal\nbalance of the outstanding loan was $400,000 and $400,000, respectively, and accrued interest totals $1,114,257 and $889.878, respectively.\nThis debt instrument is currently in default due to the non-payment of interest.\n\n \n\n F-16 \n\n \n\n \n\nOn September 20, 2021, the Company entered into\na 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\nmaturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes\nmay 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\namount 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\nat the time of issuance as a discount. On August 14, 2025, the Company entered into an Extension Agreement (“Extension”) with\nan otherwise unaffiliated third-party investor (the “Investor”), pursuant to which the Company and Investor agree to extend\nthe Maturity Date of the non-convertible senior secured promissory note entered into on September 20, 2021, with a principal value of\n$1,100,000 to July 31, 2026, the Extended Date. In consideration for the Extension, the Company shall issue to the Investor warrants (“Warrants”)\nright to purchase up to 6,000,000 shares of common stock of the Company at an exercise price of $0.05 per share. The Warrants shall have\na term of three (3) years and shall have a cashless exercise. The interest rate of the Note shall be increased to a compounded annual\nrate of 15% (“Interest”). As of December 31, 2025, and December 31, 2024, the outstanding loan balance was $1,100,000 and\n$1,100,000, respectively.\n\n \n\nOn December 30, 2021, the parties wished to modify\nthe 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\na new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30,\n2021, shall include a five (5%) percent premium for a total of $7,958 which bear interest at twelve (12%) percent and have a seventeen\n(17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. As of December 31, 2025, and December\n31, 2024, the outstanding loan balance was $7,958 and $7,958, respectively, and no unamortized discount. This loan is currently in default.\n\n \n\nOn December 30, 2021, the parties wished to modify\nthe 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\nissuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December\n30, 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\n(17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. As of December 31, 2025, and December\n31, 2024, the outstanding loan balance was $111,470 and $111,470, respectively, and no unamortized discount. This loan is currently in\ndefault.\n\n \n\nOn November 20, 2023, both the Company and two\nseparate lenders hereby agree to terminate the 2020 Secured Note in the amount of $2,506,827 in exchange for an aggregate consideration\nof $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\nbear 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\nhas determined that this should be treated as a debt extinguishment. Since the old debt was derecognized and new debt was recorded at\nfair value a gain was recorded between the net carrying value of the original debt and the fair value of the new debt. The consideration\nwas paid to the existing lender and not a third party therefore the consideration was expensed as an offset to the gain.\n\n \n\nOn April 9, 2025, the Company entered into a Promissory\nDebentures with a lender in the amount of $1,375,000 which bears interest at fifteen (15%) percent and the issuance of one share of the\nCompany’s newly created Series CC Preferred Stock to the Investor and a ten-year warrant (the “Warrant”) to purchase\nup to 999 shares of Series CC Preferred Stock at an exercise price of $1.00 per share. The notes may be repaid in whole or in part at\nany time prior to maturity. The lender had advanced a total of $1,100,000, net discount in the amount of $275,000 to the Company. The\nCompany recorded the fair value of the warrants to purchase up to 999 shares of Series CC Preferred Stock issued with debt at approximately\n$400,847 at the date the warrants were issued as a discount. As of December 31, 2025, the outstanding loan balance was $1,375,000.\n\n \n\nOn August 14, 2025, the Company entered into Extension\nAgreements on four notes which involved the issuance of a new term note to a third-party investor, and the concurrent satisfaction of\nan existing term loan to the current third-party investor accounted for as an extinguishment under ASC 405-20 of the existing debt and\nissuance of new debt recorded at fair value.  \n\n \n\nThe balance of the promissory notes as of December\n31, 2025, and December 31, 2024, is as follows:\n\n \n\n  \nDecember 31,  \nDecember 31,\n\n  \n2025  \n2024\n\nNotes payable, net \n$19,097,931  \n$17,722,932\n\nNotes payable-related parties \n 7,800  \n 7,800\n\nNotes payable, net of current portion \n 1,999,999  \n 1,999,999\n\n  \n 21,105,730  \n 19,730,731\n\nLess: Discount \n (2,213,952) \n \n-\n\nPromissory notes payable, net \n$18,891,778  \n$19,730,731\n\n \n\n F-17 \n\n \n\n \n\nDuring the years ending December 31, 2025, and\nDecember 31, 2024, the Company made no payments, respectively, on the outstanding promissory notes, and recorded $6,081,490 and $3,514,928,\nrespectively, of interest expense and $1,366,290 and $2,116,765, respectively, of debt discount expense. As of December 31, 2025, and\nDecember 31, 2024, the Company had approximately $16,559,277 and $10,504,901, respectively, of accrued interest. As of December 31, 2025,\nand December 31, 2024, the principal balance of outstanding promissory notes payable was $21,105,730 and $19,730,731, respectively.\n\n \n\n**Derivatives Liabilities**\n\n \n\nThe Company determined that the convertible notes\noutstanding as of December 31, 2025, contained an embedded derivative instrument as the conversion price was based on a variable that\nwas not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40.\n\n \n\nThe Company determined the fair values of the embedded convertible notes\nderivatives and tainted convertible notes using the Monte Carlo model with the following assumptions:\n\n \n\n  \nDecember 31, \n\n  \n2025 \n\nCommon stock issuable \n 129,347 \n\nMarket value of common stock on measurement date \n$0.049 \n\nAdjusted exercise price \n$0.06 \n\nRisk free interest rate \n 3.54%\n\nInstrument lives in years \n 0.00 Year\n\nExpected volatility \n 288.00%\n\nExpected dividend yields \n None   \n\n \n\nOn December 7, 2020, the Company exchanged $5,379,624\nof principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants\nto purchase 15,000,000 shares of our common stock which eliminated the derivative liability associated with this debt.\n\n \n\nOn August 14, 2025, the Company entered into an Extension\nAgreement (“Extension”) with an otherwise unaffiliated third-party investor (the “Investor”), pursuant to which\nthe Company and Investor agree to extend the Maturity Date of four non-convertible senior secured promissory notes to July 31, 2026, the\nExtended Date. In consideration for the Extension, the Company shall issue to the Investor warrants (“Warrants”) right to\npurchase up to 50,000,000 shares of common stock of the Company at an exercise price of $0.035-$0.050 per share. The Warrants shall have\na term of three (3) years and shall have a cashless exercise. The Company recorded the fair value of the 50,000,000 warrants issued with\ndebt at approximately $3,320,551 accounted for as a derivative liability measured at fair value through earnings.\n\n \n\nThe Company determined the fair values of the derivatives\non warrants using the Binomial Option model with the following assumptions:\n\n \n\n \n \n**December\n31,**\n \n\n \n \n**2025**\n \n\nCommon stock issuable\n \n \n50,000,000\n \n\nMarket value of common stock on measurement date\n \n$\n0.049\n \n\nAdjusted exercise price\n \n$\n0.035-0.050\n \n\nRisk free interest rate\n \n \n3.52\n%\n\nInstrument lives in years\n \n \n2.62 Year\ns\n\nExpected volatility\n \n \n281.00\n%\n\nExpected dividend yields\n \n \nNone  \n \n\n \n\nThe balance of the fair value of the derivative\nliability as of December 31, 2025, and December 31, 2024, is as follows:\n\n \n\nBalance at December 31, 2023 \n$2,146 \n\nAdditions \n \n-\n \n\nFair value loss \n 2,543 \n\nConversions \n \n-\n \n\nBalance at December 31, 2024 \n 4,689 \n\nAdditions \n 3,320,551 \n\nFair value gain \n (918,688)\n\nConversions \n \n-\n \n\nBalance at December 31, 2025 \n$2,406,552 \n\n \n\n F-18 \n\n \n\n \n\n**NOTE 5 – STOCKHOLDERS’ EQUITY**\n\n** **\n\nOur authorized capital\nstock 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,\nwith a par value of $0.001 per share. As of December 31, 2025, there were 13,138,968 shares of our common stock issued and outstanding,\nand 1,059,871 shares of our preferred stock issued and outstanding. Our shares of common stock are held by 143 stockholders of record,\nand the preferred stock is held by 3 stockholders of record.\n\n** **\n\n**Common Shares**\n\n \n\nOur common stock is entitled\nto one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. The holders of our\ncommon stock possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the\ncase 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\nperson or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing\na majority of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute\na quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain\nfundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation\ndo not provide for cumulative voting in the election of directors.\n\n \n\n*2025 Transactions*\n\n* *\n\nOn November 3, 2025, the Company issued 600,000\nshares of common stock for conversion of promissory notes, in the amount of $23,800.\n\n \n\n*2024 Transactions*\n\n* *\n\nOn February 29, 2024, the Company issued 45,030\nshares of common stock for conversion of convertible notes, in the amount of $1,801.\n\n \n\nAs of December 31, 2025, and December 31, 2024,\nthe Company has 13,138,968 and 12,538,968 common shares issued and outstanding, respectively.\n\n* *\n\n*Warrants*\n\n \n\nOn January 6, 2021, the Company issued warrants\nto purchase 10,000,000 shares of common stock, at an exercise price of $0.033 per share. These warrants expire three years from issuance\ndate. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 as a discount. The warrants\nexpired on January 6, 2024.\n\n \n\nOn June 22, 2021, the Company issued warrants\nto purchase 70,000,000 shares of common stock, at an exercise price of $0.100 per share. These warrants expire three years from issuance\ndate. 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\nwere amended to change exercise date to June 22, 2023, and expire five years from exercise date.\n\n \n\nOn September 20, 2021, the Company issued warrants\nto purchase 7,500,000 shares of common stock, at an exercise price of $0.085 per share. These warrants expire three years from issuance\ndate. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 as a discount. The warrants\nexpired on September 19, 2024.\n\n \n\nOn April 9, 2025, the Company entered into a Promissory\nDebentures with a lender in the amount of $1,375,000 which bears interest at fifteen (15%) percent and the issuance of one share of the\nCompany’s newly created Series CC Preferred Stock to the Investor and a ten-year warrant (the “Warrant”) to purchase\nup to 999 shares of Series CC Preferred Stock at an exercise price of $1.00 per share. The Company recorded the fair value of the warrants\nto purchase up to 999 shares of Series CC Preferred Stock issued with debt at approximately $400,847 at the date the warrants were issued\nas a discount.\n\n \n\nOn August 14, 2025, the Company entered into an\nExtension Agreement (“Extension”) with an otherwise unaffiliated third-party investor (the “Investor”), pursuant\nto which the Company and Investor agree to extend the Maturity Date of the non-convertible senior secured promissory note entered into\non December 7, 2020, with a principal value of $2,872,797 to July 31, 2026, the Extended Date. In consideration for the Extension, the\nCompany issued to the Investor warrants (“Warrants”) right to purchase up to 18,000,000 shares of common stock of the Company\nat an exercise price of $0.05 per share. The Warrants shall have a term of three (3) years and shall have a cashless exercise. The Company\nrecorded the fair value of the 18,000,000 warrants issued with debt at approximately $1,195,398 as a discount.\n\n \n\nOn August 14, 2025, the Company entered into an\nExtension Agreement (“Extension”) with an otherwise unaffiliated third-party investor (the “Investor”), pursuant\nto which the Company and Investor agree to extend the Maturity Date of the non-convertible senior secured promissory note entered into\non January 6, 2021, with a principal value of $1,000,000 to July 31, 2026, the Extended Date. In consideration for the Extension, the\nCompany shall issue to the Investor warrants (“Warrants”) right to purchase up to 6,000,000 shares of common stock of the\nCompany at an exercise price of $0.05 per share. The Warrants shall have a term of three (3) years and shall have a cashless exercise.\nThe Company recorded the fair value of the 6,000,000 warrants issued with debt at approximately $398,466 as a discount.\n\n \n\n F-19 \n\n \n\n \n\nOn August 14, 2025, the Company entered into an\nExtension Agreement (“Extension”) with an otherwise unaffiliated third-party investor (the “Investor”), pursuant\nto which the Company and Investor agree to extend the Maturity Date of the non-convertible senior secured promissory note entered into\non June 22, 2021, with a principal value of $11,600,000 to July 31, 2026, the Extended Date. In consideration for the Extension, the Company\nshall issue to the Investor warrants (“Warrants”) right to purchase up to 20,000,000 shares of common stock of the Company\nat an exercise price of $0.05 per share. The Warrants shall have a term of three (3) years and shall have a cashless exercise. The Company\nrecorded the fair value of the 20,000,000 warrants issued with debt at approximately $1,328,220 as a discount.\n\n \n\nOn August 14, 2025, the Company entered into an\nExtension Agreement (“Extension”) with an otherwise unaffiliated third-party investor (the “Investor”), pursuant\nto which the Company and Investor agree to extend the Maturity Date of the non-convertible senior secured promissory note entered into\non September 20, 2021, with a principal value of $1,100,000 to July 31, 2026, the Extended Date. In consideration for the Extension, the\nCompany shall issue to the Investor warrants (“Warrants”) right to purchase up to 6,000,000 shares of common stock of the\nCompany at an exercise price of $0.05 per share. The Warrants shall have a term of three (3) years and shall have a cashless exercise.\nThe Company recorded the fair value of the 6,000,000 warrants issued with debt at approximately $398,466 as a discount.\n\n \n\nThe following table summarizes the Company’s\nwarrant transactions during the year ended December 31, 2025, and year ended December 2024:\n\n \n\n  \nNumber of\nWarrants  \nWeighted\nAverage\nExercise\nPrice \n\nOutstanding at year ended December 31, 2023 \n 87,500,000  \n$0.091 \n\nGranted \n \n-\n  \n \n-\n \n\nExercised \n \n-\n  \n \n-\n \n\nExpired \n (17,500,000) \n -0.055 \n\nOutstanding at year ended December 31, 2024 \n 70,000,000  \n$0.100 \n\nGranted \n 63,125,861  \n 0.032 \n\nExercised \n \n-\n  \n \n-\n \n\nExpired \n \n-\n  \n \n-\n \n\nOutstanding at year ended December 31, 2025 \n 133,125,861  \n$0.068 \n\n \n\n**Preferred Stock**\n\n \n\nOur board of directors\nmay authorize preferred shares of stock and to divide the authorized shares of our preferred stock into one or more series, each of which\nmust be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes.\nOur board of directors is authorized, within any limitations prescribed by law and our articles of incorporation, to fix and determine\nthe designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including,\nbut not limited to, the following:\n\n \n\n \n1.\nThe number of shares constituting that series and the distinctive designation of that series, which may be by distinguishing number, letter or title;  \n\n \n\n \n2.\nThe 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;  \n\n \n\n \n3.\nWhether that series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;\n\n \n\n \n4.\nWhether 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;\n\n \n\n \n5.\nWhether 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;\n\n \n\n \n6.\nWhether 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;\n\n \n\n F-20 \n\n \n\n \n\n \n7.\nThe 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\n\n \n\n \n8.\nAny other relative rights, preferences and limitations of that series.\n\n** **\n\n**Series AA Preferred\nStock**\n\n** **\n\nThe holders of the Series\nAA Super Voting Preferred Stock together, voting separately as a class, shall have an aggregate vote equal to sixty-seven (67%) percent\nof the total vote on all matters submitted to the stockholders that each stockholder of the Corporation’s Common Stock is entitled\nto vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any\nand all matters presented to the stockholders of the Corporation for their action and consideration.\n\n \n\nThe holders of the Series\nAA Super Voting Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock.\n\n \n\nUpon liquidation, dissolution\nand winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series AA Super Voting Preferred Stock\nshall not be entitled to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts\nwhich will be otherwise available to and distributed to the common shareholders.\n\n \n\nThe shares of the Series\nAA Super Voting Preferred Stock will not be convertible into the shares of the Company’s common stock.\n\n \n\nAs of December 31, 2025, and December 31, 2024,\nthe Company has 1,050,000 and 1,050,000 preferred shares of Series AA Preferred Stock issued and outstanding, respectively. During the\nperiod of these financial statements, no dividend was declared or paid on the Series AA preferred shares.\n\n \n\n**Series BB Preferred\nStock**\n\n \n\nEffective on February\n1, 2024, due to the fact that no shares of Series BB Preferred Stock were outstanding, the Board of Directors approved, and the Company\nfiled, Certificates of Withdrawal of Certificate of Designations relating to such series of preferred stock with the Secretary of State\nof Nevada and terminated the designation of its Series BB Preferred Stock effective as of the same date.\n\n \n\nAs of December 31, 2025, and December 31, 2024,\nthe Company had no preferred shares of Series BB Preferred Stock issued and outstanding.\n\n \n\n**Series CC Preferred\nStock**\n\n \n\nEffective on February\n1, 2024, due to the fact that no shares of Series CC Preferred Stock were outstanding, the Board of Directors approved, and the Company\nfiled Certificates of Withdrawal of Certificate of Designations relating to such series of preferred stock with the Secretary of State\nof Nevada and terminated the designation of its Series CC Preferred Stock effective as of the same date.\n\n \n\nOn April 9, 2025, the Company entered into a Promissory\nDebentures with a lender in the amount of $1,375,000 which bears interest at fifteen (15%) percent and the issuance of one share of the\nCompany’s newly created Series CC Preferred Stock to the Investor and a ten-year warrant (the “Warrant”) to purchase\nup to 999 shares of Series CC Preferred Stock at an exercise price of $1.00 per share.\n\n \n\nAs a result of the Agreement, the Company filed\nwith the Nevada Secretary of State on April 10, 2025, the certificate of designation preferences of its series of preferred stock to create\na newly series of preferred stock designated as “Series CC Convertible Preferred Stock”, and the number of shares constituting\nsuch series shall be 1,000 par value $0.001.\n\n \n\nEach holder of outstanding\nshares of Series CC Convertible Preferred Stock shall be entitled to its shares of Series CC Convertible Preferred Stock into a number\nof fully paid and non-assessable shares of common stock determined by dividing the number of issued and outstanding shares of common stock\nof the Company on the date of conversion, by 1,000 (Conversion Price”). The Company recorded the fair value of the one share of\nthe Company’s newly created Series CC Preferred Stock issued with debt at approximately $401.\n\n \n\nThe holders of the Series\nCC Convertible Preferred Stock shall not be entitled to receive dividends paid on the Company’s common stock.\n\n \n\nThe holders of the Series\nCC Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote,\nwaiver, release or other action.\n\n \n\n F-21 \n\n \n\n \n\nAs of December 31, 2025,\nthe Company had 1 preferred share of Series CC Preferred Stock issued and outstanding.\n\n \n\n**Series DD Preferred\nStock**\n\n \n\nEach holder of outstanding\nshares of Series DD Convertible Preferred Stock shall be entitled to its shares of Series DD Convertible Preferred Stock into a number\nof fully paid and non-assessable shares of common stock determined by multiplying the number of issued and outstanding shares of common\nstock of the Company on the date of conversion by 3.17 conversion price.\n\n \n\nThe holders of the Series\nDD Convertible Preferred Stock Series shall not be entitled to receive dividends paid on the Company’s common stock.\n\n \n\nThe holders of the Series\nDD Convertible Preferred Stock shall not be entitled to vote on any matter submitted to the shareholders of the Company for their vote,\nwaiver, release or other action.\n\n \n\nAs of December 31, 2025, and December 31, 2024,\nthe Company had 9,870 and 9,870 preferred shares of Series DD Convertible Preferred Stock issued and outstanding, respectively. During\nthe period of these financial statements, no dividend was declared or paid on the Series DD preferred shares.\n\n \n\n**Dividends**\n\n \n\nWe have not paid any\ncash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends\nupon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.\nIt is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business\noperations.\n\n \n\n**NOTE 6 – RELATED PARTY TRANSACTIONS**\n\n \n\nIn consideration of mutual covenants set forth\nin the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial\nOfficer and Secretary, shall be compensated monthly based on an annual rate of $90,000 starting January 1, 2022. Additionally, the agreement\nincludes an issuance of 896 shares of Series DD Preferred Stock of the Company. The amount of 448 shares were issued on August 18, 2021,\nand the remaining 448 were issued on February 18, 2022. Amounts paid to Enterprise Technology Consulting, a Company 100% owned by Dave\nChristensen, CEO, for consulting services during the year ended December 31, 2025, and the year ended December 31, 2024, were $90,000\nand $90,000, respectively.\n\n \n\nOn August 18, 2021, through a Stock Purchase Agreement\nin which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from\nBenito 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\nfor 48 months and monthly payments of $504.94. As of December 31, 2025, and December 31, 2024, the principal balance of the outstanding\nauto loan was $0.00.\n\n \n\nBenito Novas’ brother, sister and nephew\nprovide marketing/administrative and training/R&D services to Global Stem Cells Group and were paid $342,153 in the aggregate as consultants\nduring the year ended December 31, 2025, and $266,857 in the aggregate for the year ended December 31, 2024.\n\n \n\n**NOTE 7 – COMMITMENTS AND CONTINGENCIES**\n\n \n\nPursuant to an Agreement between Global Stem Cell\nGroup 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\nthe “Company” and collectively the “Companies”) dispose of any assets to any party or third party or parties (an\n“Asset Disposition”), then Global Stem Cell Group shall undertake to cause such party, third party or parties to acquire the\nperpetual right of a percentage of Global revenues from the investor. The consideration for the right shall be equal to the fair value\nof the assets at the time of the Asset Disposition (the “Asset Disposition Payment”). The Asset Disposition Payment shall\nnot exceed 27.5% (twenty-seven and a half percent) of the fair market value of the assets.\n\n \n\nDuring the period ending December 31, 2021, Global\nStem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV beginning January 16, 2022, and ending on January 15, 2024.\nThe property is located in the Tulum Trade Center, consisting of 1,647 square feet with a monthly rent of $2,714 and security deposit\nof $5,588.\n\n \n\nDue to the expansion of the Cancun Clinic, an\nadditional 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\n16, 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\nrent of $6,341 and a security deposit of $11,725.\n\n \n\n F-22 \n\n \n\n \n\nOn December 31, 2024, the Company signed a five-year\nextension commencing on December 31, 2024, and ending on December 31, 2029, with a monthly rent of $5,295 for the first year and a 4%\nannual increase beginning with the second year. The security deposit remained the same.\n\n \n\nDuring the period ending September 30, 2025, Global\nStem Cell Group, Inc. entered into the Cancun lease with Hugo Leonel García Reza beginning July1, 2025, and ending on June 30,\n2028. The property is located at AV. BONAMPAK #SM4A M1 LOTE 4C, INT. LOCAL 401, COL. SM 4A, LOCALIDAD BENITO JUÁREZ, CANCÚN,\nQUINTANA ROO C.P .77500, MX, consisting of 1,290 square feet with a monthly rent of $10,000 for the first year and a 3.56% annual increase\nbeginning with the second year and security deposit of $20,000.\n\n \n\nOn October 30, 2025, the Company signed a five-year\nlease for additional office space consisting of 1,205 square feet located at  Tulum Trade Center commencing on November 1, 2025,\nand ending on October 31, 2030, with a monthly rent of $3,500 for the first year and a 4% annual increase beginning with the second year\nand a security deposit of $5,300\n\n \n\nDuring the year ended December 31, 2025, and the\nyear ended December 31, 2024, the Company paid $186,189 and $98,551, respectively in rent expense.\n\n \n\n**NOTE 8 – PROPERTY AND EQUIPMENT, NET**\n\n \n\nProperty and equipment, net consisted of the following:\n\n \n\n   December 31,\n2025   December 31,\n2024 \n\nComputer and office equipment (5-year useful life)  $433,676   $181,552 \n\nLeasehold improvements (5-year useful life)   1,052,327    701,867 \n\nLess: accumulated depreciation   (615,244)   (431,717)\n\nTotal property and equipment, net  $870,759   $451,703 \n\n** **\n\nDepreciation expense for the years ended December\n31, 2025, and December 31, 2024, was $183,527 and $123,020, respectively.\n\n \n\nWe evaluate the carrying value of long-lived assets\nfor impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.\nFurther testing of specific assets or grouping of assets is required when undiscounted future cash flows associated with the assets are\nless than their carrying amounts. An asset is considered to be impaired when the anticipated undiscounted future cash flows of an asset\ngroup are estimated to be less than its carrying value. The amount of impairment recognized is the difference between the carrying value\nof the asset group and its fair value. Fair value estimates are based on assumptions concerning the amount and timing of estimated future\ncash flows. We recorded no impairment of long-lived assets for the year ended December 31, 2025, and the year ended December 31, 2024.\n\n  \n\n**NOTE 9 – INTELLECTUAL PROPERTY**\n\n** **\n\nA third-party independent valuation specialist\nwas asked to determine the value of Global Stem Cell Group, Inc., tangible and intangible assets assuming the offering price was at fair\nvalue. In order to perform the purchase price allocation, the tangible and intangible assets were valued as of August 18, 2021.\n\n \n\nThe Fair Value of the intangible assets as of the Valuation Date is\nreasonably represented as:\n\n \n\n  \nDecember 31,\n2025  \nDecember 31,\n2024 \n\nTradename - Trademarks \n$87,700  \n$87,700 \n\nIntellectual Property / Licenses \n 363,000  \n 363,000 \n\nCustomer Base \n 37,000  \n 37,000 \n\nIntangible assets \n 487,700  \n 487,700 \n\nLess: accumulated amortization \n (426,236) \n (328,696)\n\nTotal intangible assets, net \n$61,464  \n$159,004 \n\n \n\n F-23 \n\n \n\n \n\nAmortization is computed on straight-line method\nbased on estimated useful lives of 5 years. During the year ended December 31, 2025, and 2024, the Company recorded amortization expense\nof the intellectual property of $97,540 and $97,540, respectively.\n\n \n\n**NOTE 10 – INCOME TAXES**\n\n** **\n\nDue to the Company’s net losses, there were\nno provisions for income taxes for the years ended December 31, 2025, and 2024. The difference between the income tax expense of zero\nshown in the statement of operations and pre-tax book net loss times the federal statutory rate of 21% is due to the change in the valuation\nallowance.\n\n \n\nThe benefit for income taxes differed from the amount computed using\nthe US federal income tax rate of 21% for December 31, 2025, and 2024 were as follows\n\n  \n**2025**** **** **\n**2024** \n\n Income tax (benefit) \n$(1,640,606) \n$(1,162,508)\n\n Non-deductible \n 186,261  \n 447,137 \n\n Change in valuation allowance \n 1,454,345  \n 715,371 \n\n Income tax (benefit) per financial statements \n$\n-\n  \n$\n-\n \n\n \n\nDeferred income tax assets as of December 31, 2025, and 2024were as\nfollows:\n\n \n\n \n\n** **** **\n**December 31,\n2025**** **** **\n**December 31,\n2024**** **\n\nDeferred Tax Assets: \n    \n   \n\nNet operating losses \n$7,714,814  \n$6,008,096 \n\nLess valuation allowance \n (7,714,814) \n (6,008,096)\n\nTotal deferred tax assets \n$\n-\n  \n$\n-\n \n\n \n\nThe Company has recorded a full Valuation allowance\nagainst its deferred tax assets as of December 31, 2025, and 2024 because management determined that it is not more-likely-than not that\nthose assets will be realized. In assessing the realization of deferred tax assets, management considers whether it is more likely than\nnot that some portion or all of deferred assets will not be realized. The ultimate realization of the deferred tax assets is dependent\nupon the generation of future taxable income during the periods in which those temporary differences become deductible.\n\n \n\nFor federal income tax purposes, the Company has\na net operating loss carry forward of approximately $36,737,209 at December 31, 2025, which expires commencing in 2038.\n\n \n\n**NOTE 11 – OPERATING LEASES**\n\n \n\nDuring the period ending December 31, 2021, Global\nStem Cell Group, Inc. entered into the Cancun lease with HELLIMEX, S.A. DE CV. The property is located in the Tulum Trade Center, consisting\nof 1,647 square feet with a monthly rent of $2,714 and a security deposit of $5,588. The lease began on January 16, 2022, and ended on\nJanuary 15, 2024.\n\n \n\nIn January 2022, the Company began the buildout\nof the clinic and began to order equipment. The Cancun facility was inaugurated in May 2022 and is accredited both by the Mexican General\nHealth Council and Cofepris (Mexican FDA).\n\n \n\nDue to the expansion of the Cancun Clinic, an\nadditional 1,216 square feet Global Stem Cell Group, Inc. entered into a new Cancun lease with RIVIERA MAYA, S.A. DE C.V that began on\nJanuary 16, 2024, and will end on January 15, 2026. The property is located in the Tulum Trade Center, consisting of 2,863 square feet\nwith a monthly rent of $6,341 and a security deposit of $11,725.\n\n \n\nOn December 31, 2024, the Company signed a five-year\nextension commencing on December 31, 2024, and ending on December 31, 2029, with a monthly rent of $5,295 for the first year and a 4%\nannual increase beginning with the second year. The security deposit remained the same.\n\n \n\nOn July 31, 2025, the Company signed a three-year\nlease for additional space consisting of 1,290 square feet located at AV. BONAMPAK #SM4A M1 LOTE 4C, INT. LOCAL 401, COL. SM 4A, LOCALIDAD\nBENITO JUÁREZ, CANCÚN, QUINTANA ROO C.P .77500, MX commencing on July 31, 2025, and ending on June 30, 2028, with a monthly\nrent of $10,000 for the first year and a 3.56% annual increase beginning with the second year and a security deposit of $20,000.\n\n \n\n F-24 \n\n \n\n \n\nOn October 30, 2025, the Company signed a five-year\nlease for additional office space consisting of 1,205 square feet located at  Tulum Trade Center commencing on November 1, 2025,\nand ending on October 31, 2030, with a monthly rent of $3,500 for the first year and a 4% annual increase beginning with the second year\nand a security deposit of $5,300\n\n \n\nThe following table summarizes the Company’s\nundiscounted cash payment obligations for its non-cancelable lease liabilities through the end of the expected term of the lease:\n\n  \n\n2026 \n$219,973 \n\n2027 \n 228,231 \n\n2028 \n 170,161 \n\n2029 \n 110,043 \n\n2030 \n 30,746 \n\nTotal undiscounted cash payments \n 759,156 \n\nLess interest \n (130,072)\n\nPresent value of payments \n$629,083 \n\n \n\n**NOTE 12 – GOODWILL**\n\n \n\nOn August 18, 2021, through a Stock Purchase Agreement,\nwe 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\nseries AA stock and the issuance of 8,974 shares of preferred series DD stock.\n\n \n\nThe preliminary purchase price for the merger\nwas determined to be $6.229 million, which consists of (i) 1 million shares of Series AA preferred stock valued at approximately $964,000,\n(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\nadvanced prior to closing of the transaction.\n\n \n\nUnder the acquisition method, the purchase price\nmust be allocated to the reporting units net assets acquired, inclusive of intangible assets, with any excess fair value recorded to goodwill.\nThe goodwill, which is not deductible for tax purposes, is attributable to the assembled workforce of Global Stem Cells Group, and the\nplanned growth in new markets.\n\n \n\nThe following table summarizes the Company’s carrying\namount of goodwill during the years ended December 31, 2025, and December 31, 2024:\n\n \n\n  \nGoodwill \n\nBalance at December 31, 2023 \n$1,679,978 \n\nAcquisition \n \n-\n \n\nImpairment \n \n-\n \n\nBalance at December 31, 2024 \n$1,679,978 \n\nAcquisition \n \n-\n \n\nImpairment \n \n-\n \n\nBalance at December 31, 2025 \n$1,679,978 \n\n \n\nDuring each fiscal year, we periodically assess\nwhether any indicators of impairment exist which would require us to perform an interim impairment review. As of each interim period end\nduring each fiscal year, we concluded that a triggering event had not occurred that would more likely than not reduce the fair value of\nour reporting unit below their carrying values. We performed our annual test of goodwill for impairment as of December 31, 2025. \n\n \n\nAs a result of review, no impairment needed as\nof December 31, 2025.\n\n \n\n**NOTE 13 – SUBSEQUENT EVENTS**\n\n \n\nIn accordance with ASC 855-10, we have analyzed\nevents and transactions that occurred subsequent to December 31, 2025, through the date these financial statements were issued and have\ndetermined that we do not, aside from the following, have any other material subsequent events to disclose or recognize in these financial\nstatements.\n\n \n\nOn January 23, 2026, the Company entered into\na Secured Loan Agreement (the “Agreement”) with an otherwise unaffiliated third-party investor (the “Investor”),\npursuant to which the Company agreed to issue to the Investor a $350,000 face value Secured Promissory Note (the “Note”) with\na $32,000 original issue discount, with interest at an annual compounded rate of 15%, and a maturity date of January 23, 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