2022 Q3 Form 10-Q Financial Statement

#000121390022048156 Filed on August 15, 2022

View on sec.gov

Income Statement

Concept 2022 Q3 2022 Q2 2022 Q1
Revenue $374.4K $304.5K $310.1K
YoY Change 126.83% 1831.14% 6883.78%
Cost Of Revenue $109.4K $155.9K $203.6K
YoY Change 23.55% 1214.34% 1276.54%
Gross Profit $265.0K $148.6K $106.5K
YoY Change 246.31% 3702.51% -1128.89%
Gross Profit Margin 70.79% 48.81% 34.34%
Selling, General & Admin $387.2K $478.7K $622.0K
YoY Change -95.74% 85.4% 336.41%
% of Gross Profit 146.12% 322.07% 584.11%
Research & Development
YoY Change
% of Gross Profit
Depreciation & Amortization $39.88K $35.33K $26.98K
YoY Change 207.97% 17562.5% 13390.0%
% of Gross Profit 15.05% 23.77% 25.34%
Operating Expenses $427.1K $514.1K $649.0K
YoY Change -95.3% 98.92% 354.7%
Operating Profit -$162.1K -$365.4K -$542.5K
YoY Change -98.2% 43.57% 254.4%
Interest Expense $1.183M $1.131M -$1.134M
YoY Change -231.46% 156.82% 255.37%
% of Operating Profit
Other Income/Expense, Net -$1.131M -$1.141M
YoY Change 389.46%
Pretax Income -$1.344M -$1.493M -$1.677M
YoY Change -86.44% 61.22% 255.05%
Income Tax
% Of Pretax Income
Net Earnings -$1.344M -$1.493M -$1.677M
YoY Change -86.44% 61.22% 255.05%
Net Earnings / Revenue -359.12% -490.3% -540.82%
Basic Earnings Per Share -$0.11 -$0.12 -$0.14
Diluted Earnings Per Share -$0.11 -$0.12 -$138.7K
COMMON SHARES
Basic Shares Outstanding 12.25M shares 12.22M shares 12.09M shares
Diluted Shares Outstanding 12.25M shares 12.22M shares 12.09M shares

Balance Sheet

Concept 2022 Q3 2022 Q2 2022 Q1
SHORT-TERM ASSETS
Cash & Short-Term Investments $1.770M $1.925M $2.461M
YoY Change -30.02% -81.66% 212.44%
Cash & Equivalents $1.770M $1.925M $2.461M
Short-Term Investments
Other Short-Term Assets $0.00 $0.00 $121.3K
YoY Change -100.0%
Inventory
Prepaid Expenses
Receivables $86.26K $23.03K $60.18K
Other Receivables $0.00 $0.00 $0.00
Total Short-Term Assets $1.856M $1.948M $2.643M
YoY Change -82.78% -81.87% 235.49%
LONG-TERM ASSETS
Property, Plant & Equipment $145.1K $159.1K $75.86K
YoY Change 461.58% 8741.5% 3693.0%
Goodwill $5.805M $5.805M
YoY Change
Intangibles $378.7K $403.3K
YoY Change
Long-Term Investments
YoY Change
Other Assets $5.570K $5.570K $5.570K
YoY Change -96.82% -96.82%
Total Long-Term Assets $6.376M $6.422M $6.314M
YoY Change 1.36% 3532.42% 3467.48%
TOTAL ASSETS
Total Short-Term Assets $1.856M $1.948M $2.643M
Total Long-Term Assets $6.376M $6.422M $6.314M
Total Assets $8.232M $8.370M $8.957M
YoY Change -51.76% -23.36% 828.5%
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable $279.4K $230.0K $378.3K
YoY Change 23.9% 181.18% 3.99%
Accrued Expenses $4.190M $3.470M $2.833M
YoY Change 176.78% 279.58% 345.76%
Deferred Revenue
YoY Change
Short-Term Debt $0.00 $0.00 $10.00K
YoY Change -100.0% -100.0% -93.25%
Long-Term Debt Due $1.532M $1.533M $1.534M
YoY Change
Total Short-Term Liabilities $6.077M $5.298M $4.824M
YoY Change -41.26% 363.0% 320.35%
LONG-TERM LIABILITIES
Long-Term Debt $13.15M $12.71M $12.28M
YoY Change 7.51% 98.86% 96.89%
Other Long-Term Liabilities $8.840K $16.14K $23.31K
YoY Change
Total Long-Term Liabilities $13.16M $12.73M $12.31M
YoY Change 7.58% 99.11% 97.26%
TOTAL LIABILITIES
Total Short-Term Liabilities $6.077M $5.298M $4.824M
Total Long-Term Liabilities $13.16M $12.73M $12.31M
Total Liabilities $19.23M $18.03M $17.13M
YoY Change -14.8% 139.18% 131.93%
SHAREHOLDERS EQUITY
Retained Earnings -$51.18M -$49.84M
YoY Change
Common Stock $12.25K $12.25K
YoY Change
Preferred Stock
YoY Change
Treasury Stock (at cost)
YoY Change
Treasury Stock Shares
Shareholders Equity -$11.00M -$9.656M -$8.172M
YoY Change
Total Liabilities & Shareholders Equity $8.232M $8.370M $8.957M
YoY Change -51.76% -23.36% 828.5%

Cashflow Statement

Concept 2022 Q3 2022 Q2 2022 Q1
OPERATING ACTIVITIES
Net Income -$1.344M -$1.493M -$1.677M
YoY Change -86.44% 61.22% 255.05%
Depreciation, Depletion And Amortization $39.88K $35.33K $26.98K
YoY Change 207.97% 17562.5% 13390.0%
Cash From Operating Activities -$152.2K -$396.4K -$516.1K
YoY Change -64.66% -27.17% 233.28%
INVESTING ACTIVITIES
Capital Expenditures -$1.260K -$128.6K
YoY Change
Acquisitions
YoY Change
Other Investing Activities $0.00 $0.00
YoY Change -100.0% -100.0%
Cash From Investing Activities -$1.260K -$128.6K
YoY Change -100.14% -48.54%
FINANCING ACTIVITIES
Cash Dividend Paid
YoY Change
Common Stock Issuance & Retirement, Net
YoY Change
Debt Paid & Issued, Net
YoY Change
Cash From Financing Activities -1.460K -11.42K -1.400K
YoY Change -99.42% -100.11% -100.16%
NET CHANGE
Cash From Operating Activities -152.2K -396.4K -516.1K
Cash From Investing Activities -1.260K -128.6K
Cash From Financing Activities -1.460K -11.42K -1.400K
Net Change In Cash -154.9K -536.5K -517.5K
YoY Change -165.77% -105.53% -169.45%
FREE CASH FLOW
Cash From Operating Activities -$152.2K -$396.4K -$516.1K
Capital Expenditures -$1.260K -$128.6K
Free Cash Flow -$150.9K -$267.8K -$516.1K
YoY Change

Facts In Submission

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mssv Bear Interest Rate Description
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●Assumed certain Convertible Redeemable Notes issued by Lans Holdings Inc. to a lender, pursuant to the Assignment and Assumption Agreement and subject to any pre-existing defaults under the Notes, Meso Numismatics, Inc. reissued an aggregate of $1,079,626 of Convertible Redeemable Notes to the lender which bear interest at a rate varying from ten (10%) to fifteen (15%) percent, and have a one (1) year maturity date.
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On August 18, 2021, the Company completed its acquisition of Global Stem Cells Group Inc., through a Stock Purchase Agreement acquiring all the outstanding capital stock of Global Stem Cells Group Inc and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on July 2, 2021). 
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us-gaap Related Party Transaction Selling General And Administrative Expenses From Transactions With Related Party
RelatedPartyTransactionSellingGeneralAndAdministrativeExpensesFromTransactionsWithRelatedParty
8200000 usd
us-gaap Use Of Estimates
UseOfEstimates
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Use of Estimates in Financial Statement Presentation</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates included in these financial statements are associated with accounting for the derivative liability.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i> </i></p>
us-gaap Prior Period Reclassification Adjustment Description
PriorPeriodReclassificationAdjustmentDescription
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><i>Reclassifications</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. No change in net loss resulted from these reclassifications.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i> </i></p>
us-gaap Federal Deposit Insurance Corporation Premium Expense
FederalDepositInsuranceCorporationPremiumExpense
250000 usd
CY2022Q2 us-gaap Allowance For Doubtful Accounts Premiums And Other Receivables
AllowanceForDoubtfulAccountsPremiumsAndOtherReceivables
0 usd
CY2021Q4 us-gaap Allowance For Doubtful Accounts Premiums And Other Receivables
AllowanceForDoubtfulAccountsPremiumsAndOtherReceivables
0 usd
CY2022Q2 mssv Convertible Notes Outstanding
ConvertibleNotesOutstanding
216716 shares
CY2021Q4 mssv Convertible Notes Outstanding
ConvertibleNotesOutstanding
75710 shares
CY2022Q2 mssv Convertible Preferred Stock Outstanding
ConvertiblePreferredStockOutstanding
37647060 shares
CY2021Q4 mssv Convertible Preferred Stock Outstanding
ConvertiblePreferredStockOutstanding
37647060 shares
CY2022Q2 mssv Shares Underlying Warrants Outstanding
SharesUnderlyingWarrantsOutstanding
103500000 shares
CY2021Q4 mssv Shares Underlying Warrants Outstanding
SharesUnderlyingWarrantsOutstanding
103500000 shares
CY2022Q2 mssv Total Outstanding
TotalOutstanding
141363776 shares
CY2021Q4 mssv Total Outstanding
TotalOutstanding
141222770 shares
CY2022Q2 us-gaap Derivative Liabilities
DerivativeLiabilities
10836 usd
CY2022Q2 us-gaap Financial Instruments Owned At Fair Value
FinancialInstrumentsOwnedAtFairValue
10836 usd
CY2021Q4 us-gaap Derivative Liabilities
DerivativeLiabilities
20442 usd
CY2021Q4 us-gaap Financial Instruments Owned At Fair Value
FinancialInstrumentsOwnedAtFairValue
20442 usd
mssv Going Concern
GoingConcern
<p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><i>Going Concern</i></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $50 million and a working capital deficit of $3,350,619 as of June 30, 2022 and future losses are anticipated. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The ability of the Company to continue its operations as a going concern is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Company will require additional funding to finance the growth of its current and expected future operations as well to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.</p>
CY2022Q2 mssv Accumulated Deficit
AccumulatedDeficit
50000000 usd
CY2022Q2 mssv Working Capital Deficit
WorkingCapitalDeficit
3350619 usd
us-gaap Revenues
Revenues
614599 usd
CY2021 us-gaap Revenues
Revenues
20212 usd
us-gaap Deferred Revenue Revenue Recognized1
DeferredRevenueRevenueRecognized1
614599 usd
us-gaap Revenue From Related Parties
RevenueFromRelatedParties
359474 usd
mssv Revenue Gross Profits
RevenueGrossProfits
255125 usd
mssv Gross Profits
GrossProfits
0.4151 pure
CY2022Q2 us-gaap Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Current Liabilities Deferred Revenue
BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentLiabilitiesDeferredRevenue
8369678 usd
us-gaap Business Acquisitions Pro Forma Net Income Loss
BusinessAcquisitionsProFormaNetIncomeLoss
-3170029 usd
CY2019Q4 us-gaap Shares Issued Price Per Share
SharesIssuedPricePerShare
1.2
CY2021 mssv Description Of Convertible Debentures
DescriptionOfConvertibleDebentures
The notes are convertible, at the investors’ sole discretion, into shares of common stock at conversion price equal to the lowest bid price of the Common Stock as reported on the National Quotations Bureau OTC Markets exchange for the three prior trading days including the day upon which a Notice of Conversion is received by the Company.
CY2019Q4 us-gaap Excess Stock Shares Issued
ExcessStockSharesIssued
81043 shares
CY2019Q4 mssv Aggregate Exchange Amount
AggregateExchangeAmount
97252 usd
mssv Payments On The Outstanding Convertible Notes
PaymentsOnTheOutstandingConvertibleNotes
10000 usd
CY2021 mssv Payments On The Outstanding Convertible Notes
PaymentsOnTheOutstandingConvertibleNotes
25000 usd
CY2021Q4 us-gaap Deposit Liabilities Accrued Interest
DepositLiabilitiesAccruedInterest
251144 usd
CY2022Q2 us-gaap Deposit Liabilities Accrued Interest
DepositLiabilitiesAccruedInterest
251144 usd
CY2022Q2 us-gaap Other Notes Payable Current
OtherNotesPayableCurrent
62252 usd
CY2021Q4 us-gaap Other Notes Payable Current
OtherNotesPayableCurrent
72252 usd
CY2015 mssv Debt Instrument Bears Interest Rate
DebtInstrumentBearsInterestRate
0.10 pure
CY2022Q2 us-gaap Principal Amount Outstanding On Loans Securitized
PrincipalAmountOutstandingOnLoansSecuritized
130025 usd
us-gaap Long Term Debt Contingent Payment Of Principal Or Interest
LongTermDebtContingentPaymentOfPrincipalOrInterest
$86,046
CY2019Q4 us-gaap Sale Of Stock Price Per Share
SaleOfStockPricePerShare
1.2
CY2019Q4 mssv Premium Paid
PremiumPaid
0.20 pure
CY2020Q3 mssv Promissory Debentures Lender Amount
PromissoryDebenturesLenderAmount
6000 usd
CY2020Q3 mssv Debt Instrument Bears Interest Rate
DebtInstrumentBearsInterestRate
0.18 pure
CY2020Q3 us-gaap Convertible Debt
ConvertibleDebt
5000 usd
CY2020Q3 mssv Net Of Discount
NetOfDiscount
1000 usd
CY2020Q3 mssv Promissory Debentures Lender Amount
PromissoryDebenturesLenderAmount
84000 usd
CY2020Q3 mssv Debt Instrument Bears Interest Rate
DebtInstrumentBearsInterestRate
0.18 pure
CY2020Q3 us-gaap Convertible Debt
ConvertibleDebt
70000 usd
CY2020Q3 mssv Net Of Discount
NetOfDiscount
14000 usd
CY2020Q4 mssv Promissory Debentures Description
PromissoryDebenturesDescription
the Company exchanged $5,379,624 of principal, default penalty and accrued but unpaid interest on convertible notes for $5,379,624 promissory notes and cashless warrants to purchase 15,000,000 shares of our common stock with three separate lenders. The new notes have a maturity date of November 23, 2023 and an aggregate principal amount of $5,379,624 shall bear interest at a fifteen (15%) percentage compounded annual interest rate and, as an incentive; we have issued cashless warrants to purchase 15,000,000 shares of our common stock at an exercise price of $0.03 per share in connection with the restructuring. The Company recorded the fair value of the 15,000,000 warrants issued with debt at approximately $262,376 at December 31, 2020 as a discount. Lender is granted security interest and lien in all rights, title and interest in the assets and property of the as collateral.
CY2020Q4 mssv Promissory Debentures Description
PromissoryDebenturesDescription
the Company entered into a Promissory Debentures with a lender in the amount of $110,000 which bear compounded annual interest at eighteen (18%) percent and have a two (2) year maturity date and cashless warrants to purchase 1,000,000 shares of our common stock. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $100,000, net of discount in the amount of $10,000 to the Company. The Company recorded the fair value of the 1,000,000 warrants issued with debt at approximately $17,491 at December 31, 2020 as a discount. On January 6, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,000,000 which bear interest at eighteen (15%) percent and have a one (1) year maturity date and cashless warrants to purchase 10,000,000 shares of our common stock, at exercise prices of $0.03 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $900,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 at the date of issuance as a discount. This debt instrument is currently in default as of January 6, 2022. On June 22, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 at the date the warrants were issued as a discount. Lender is granted senior security interest and lien in all rights, title and interest in the assets and property of the Company as collateral. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of June 30, 202, the principal balance of the outstanding auto loan was $2,953. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company assumed the November 17, 2020, agreement with an Investor for proceeds in the amount of $400,000 treated as a promissory note. In exchange for the gross proceeds, the Investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. The payments of the payment percentage shall be calculated by multiplying the gross quarterly revenues appearing in the financial statements by the payment percentage and treated as accrued interest. Payments shall be made ninety (90) days from the end of each respective fiscal quarter with the first payment to be made on the quarter ending December 31, 2020. Payments may be accrued and deferred if payment would deplete cash, cash equivalent and/or short term investment balances on each respective fiscal quarter by more than twenty (20%) percent. As of June 30, 2022, the principal balance of the outstanding loan was $400,000 and accrued interest totals $133,318. This debt instrument is currently in default due to the non-payment of interest. On September 20, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,100,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $1,000,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 at the time of issuance as a discount. On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 13, 2020 in the amount of $6,000 and accrued interest in the amount of $1,578 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $7,958 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 15, 2020 in the amount of $84,000 and accrued interest in the amount of $22,162 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $111,470 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. 
CY2021Q1 mssv Promissory Debentures Description
PromissoryDebenturesDescription
the Company entered into a Promissory Debentures with a lender in the amount of $1,000,000 which bear interest at eighteen (15%) percent and have a one (1) year maturity date and cashless warrants to purchase 10,000,000 shares of our common stock, at exercise prices of $0.03 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $900,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 10,000,000 warrants issued with debt at approximately $237,811 at the date of issuance as a discount. This debt instrument is currently in default as of January 6, 2022.On June 22, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 at the date the warrants were issued as a discount. Lender is granted senior security interest and lien in all rights, title and interest in the assets and property of the Company as collateral. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of June 30, 202, the principal balance of the outstanding auto loan was $2,953. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company assumed the November 17, 2020, agreement with an Investor for proceeds in the amount of $400,000 treated as a promissory note. In exchange for the gross proceeds, the Investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. The payments of the payment percentage shall be calculated by multiplying the gross quarterly revenues appearing in the financial statements by the payment percentage and treated as accrued interest. Payments shall be made ninety (90) days from the end of each respective fiscal quarter with the first payment to be made on the quarter ending December 31, 2020. Payments may be accrued and deferred if payment would deplete cash, cash equivalent and/or short term investment balances on each respective fiscal quarter by more than twenty (20%) percent. As of June 30, 2022, the principal balance of the outstanding loan was $400,000 and accrued interest totals $133,318. This debt instrument is currently in default due to the non-payment of interest. On September 20, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,100,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $1,000,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 at the time of issuance as a discount. On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 13, 2020 in the amount of $6,000 and accrued interest in the amount of $1,578 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $7,958 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 15, 2020 in the amount of $84,000 and accrued interest in the amount of $22,162 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $111,470 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. 
CY2021Q2 mssv Promissory Debentures Description
PromissoryDebenturesDescription
the Company entered into a Promissory Debentures with a lender in the amount of $11,600,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 70,000,000 shares of our common stock, at exercise prices of $0.10 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $10,500,000, net of discount in the amount of $1,100,000 to the Company. The Company recorded the fair value of the 70,000,000 warrants issued with debt at approximately $5,465,726 at the date the warrants were issued as a discount. Lender is granted senior security interest and lien in all rights, title and interest in the assets and property of the Company as collateral.On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company acquired a 2018 Jaguar F-Pace which was acquired from Benito Novas for $45,000 on January 8, 2019 and assumed the related auto loan, with an original loan amount of $20,991 at 8.99% interest for 48 months and monthly payments of $504.94. As of June 30, 202, the principal balance of the outstanding auto loan was $2,953. On August 18, 2021, through a Stock Purchase Agreement in which 100% of the outstanding shares of Global Stem Cell Group, Inc. the Company assumed the November 17, 2020, agreement with an Investor for proceeds in the amount of $400,000 treated as a promissory note. In exchange for the gross proceeds, the Investor shall receive the right to a perpetual 7.75% (payment percentage) of the revenues of Global Stem Cell Group. The payments of the payment percentage shall be calculated by multiplying the gross quarterly revenues appearing in the financial statements by the payment percentage and treated as accrued interest. Payments shall be made ninety (90) days from the end of each respective fiscal quarter with the first payment to be made on the quarter ending December 31, 2020. Payments may be accrued and deferred if payment would deplete cash, cash equivalent and/or short term investment balances on each respective fiscal quarter by more than twenty (20%) percent. As of June 30, 2022, the principal balance of the outstanding loan was $400,000 and accrued interest totals $133,318. This debt instrument is currently in default due to the non-payment of interest. On September 20, 2021, the Company entered into a Promissory Debentures with a lender in the amount of $1,100,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $1,000,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 at the time of issuance as a discount. On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 13, 2020 in the amount of $6,000 and accrued interest in the amount of $1,578 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $7,958 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 15, 2020 in the amount of $84,000 and accrued interest in the amount of $22,162 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $111,470 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. 
CY2021Q3 mssv Promissory Debentures Description
PromissoryDebenturesDescription
the Company entered into a Promissory Debentures with a lender in the amount of $1,100,000 which bear interest at twelve (12%) percent and have a three (3) year maturity date and cashless warrants to purchase 7,500,000 shares of our common stock, at exercise prices of $0.085 per share. The notes may be repaid in whole or in part at any time prior to maturity. The lender had advanced a total of $1,000,000, net of discount in the amount of $100,000 to the Company. The Company recorded the fair value of the 7,500,000 warrants issued with debt at approximately $360,607 at the time of issuance as a discount.On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 13, 2020 in the amount of $6,000 and accrued interest in the amount of $1,578 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $7,958 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. On December 30, 2021, the parties wished to modify the terms of the Promissory Debentures dated July 15, 2020 in the amount of $84,000 and accrued interest in the amount of $22,162 by issuing a new promissory note and extend the date of maturity. In consideration for the new terms, the Promissory Debenture dated December 30, 2021 shall include a five (5%) percent premium for a total of $111,470 which bear interest at twelve (12%) percent and have a seventeen (17) months maturity date. The notes may be repaid in whole or in part at any time prior to maturity. 
mssv Promissory Notes Payable
PromissoryNotesPayable
20240512 usd
CY2021 mssv Promissory Notes Payable
PromissoryNotesPayable
20243335 usd
mssv Promissory Notes Payable Discount
PromissoryNotesPayableDiscount
-5966143 usd
CY2021 mssv Promissory Notes Payable Discount
PromissoryNotesPayableDiscount
-6822622 usd
CY2022Q2 us-gaap Other Deferred Costs Gross
OtherDeferredCostsGross
65936 usd
CY2021Q4 us-gaap Other Deferred Costs Gross
OtherDeferredCostsGross
82466 usd
CY2022Q2 us-gaap Notes Payable
NotesPayable
14208433 usd
CY2021Q4 us-gaap Notes Payable
NotesPayable
13338247 usd
us-gaap Dividends Share Based Compensation Cash
DividendsShareBasedCompensationCash
2823 usd
CY2021 us-gaap Dividends Share Based Compensation Cash
DividendsShareBasedCompensationCash
1812 usd
us-gaap Debt Instrument Periodic Payment Interest
DebtInstrumentPeriodicPaymentInterest
1387278 usd
CY2021 us-gaap Debt Instrument Periodic Payment Interest
DebtInstrumentPeriodicPaymentInterest
1781394 usd
us-gaap Investment Income Amortization Of Discount
InvestmentIncomeAmortizationOfDiscount
856480 usd
CY2021 us-gaap Investment Income Amortization Of Discount
InvestmentIncomeAmortizationOfDiscount
874476 usd
CY2022Q2 us-gaap Interest Payable Current
InterestPayableCurrent
3219190 usd
CY2021Q4 us-gaap Interest Payable Current
InterestPayableCurrent
1878251 usd
CY2022Q2 mssv Outstanding Promissory Notes Payable
OutstandingPromissoryNotesPayable
20240512 usd
CY2021Q4 mssv Outstanding Promissory Notes Payable
OutstandingPromissoryNotesPayable
20243335 usd
mssv Common Stock Issuablein Shares
CommonStockIssuableinShares
216716 shares
mssv Market Value Of Common Stock On Measurement Datein Dollars
MarketValueOfCommonStockOnMeasurementDateinDollars
0.05
mssv Adjusted Exercise Pricein Dollars Per Share
AdjustedExercisePriceinDollarsPerShare
0.06
mssv Fair Value Assumption Risk Free Interest Rates
FairValueAssumptionRiskFreeInterestRates
0.0251 pure
mssv Instrument Lives In Years
InstrumentLivesInYears
P2Y6M
mssv Expected Volatilies
ExpectedVolatilies
1.11 pure
CY2021 mssv Derivative Instruments Additions
DerivativeInstrumentsAdditions
24186 usd
CY2021Q4 mssv Gain On Derivative Instruments
GainOnDerivativeInstruments
-3744 usd
CY2021Q4 us-gaap Derivative Fair Value Of Derivative Net
DerivativeFairValueOfDerivativeNet
20442 usd
CY2022Q2 mssv Gain On Derivative Instruments
GainOnDerivativeInstruments
-7751 usd
mssv Derivative Instruments Conversions
DerivativeInstrumentsConversions
-1855 usd
CY2022Q2 us-gaap Derivative Fair Value Of Derivative Net
DerivativeFairValueOfDerivativeNet
10836 usd
us-gaap Debt Conversion Description
DebtConversionDescription
the Company may redeem for cash out of funds legally available therefor, any or all of the outstanding Series CC Convertible Preferred Stock at a price equal to $1,000 per share. If not converted prior, on the Automatic Conversion Date, any and all remaining issued and outstanding shares of Series CC Convertible Preferred Stock shall automatically convert at the Conversion Price, which is a price per share determined by dividing the number of issued and outstanding shares of (common?) stock of the Company on the date of conversion by 1,000 and multiply the results by 0.8.
CY2020 mssv Preferred Stock Price Per Share
PreferredStockPricePerShare
83.73
CY2021 mssv Preferred Stock Price Per Share
PreferredStockPricePerShare
83.73
CY2022Q2 us-gaap Stock Issued During Period Shares Issued For Services
StockIssuedDuringPeriodSharesIssuedForServices
89485 shares
CY2022Q2 us-gaap Stock Issued During Period Value Issued For Services
StockIssuedDuringPeriodValueIssuedForServices
10000 usd
CY2021Q1 mssv Issuance Of Warrants
IssuanceOfWarrants
10000000 shares
CY2021Q1 mssv Warrants Issued For Debt
WarrantsIssuedForDebt
237811 usd
CY2021Q2 mssv Issuance Of Warrants
IssuanceOfWarrants
70000000 shares
CY2021Q2 mssv Warrants Issued For Debt
WarrantsIssuedForDebt
5465726 usd
CY2021Q3 mssv Issuance Of Warrants
IssuanceOfWarrants
7500000 shares
CY2021Q3 mssv Warrants Issued For Debt
WarrantsIssuedForDebt
360607 usd
CY2020 mssv Fair Value Assumption Expected Terms
FairValueAssumptionExpectedTerms
P3Y
CY2014Q2 mssv Aggregate Vote
AggregateVote
0.67 pure
CY2021Q3 mssv Final Payment
FinalPayment
225000 usd
CY2021Q3 mssv Final Payment
FinalPayment
50000 usd
mssv Convertible Common Stock Description
ConvertibleCommonStockDescription
The Series AA Preferred shares issued on August 18, 2021, were valued based upon industry specific control premiums and the Company’s market cap at the time of the transaction. The $963,866 value of the 1,000,000 shares of Series AA Super Voting Preferred Stock issued to Benito Novas were valued based on a calculation by a third party independent valuation specialist. 
mssv Professional Service Consulting Description
ProfessionalServiceConsultingDescription
In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on annual rate of $90,000, starting January 1, 2022. Additionally, the agreement included an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued February 18, 2022. 
us-gaap Other Expenses
OtherExpenses
503552 usd
CY2021Q4 us-gaap Due To Related Parties Current
DueToRelatedPartiesCurrent
251776 usd
CY2022Q1 us-gaap Convertible Preferred Stock Shares Issued Upon Conversion
ConvertiblePreferredStockSharesIssuedUponConversion
448 shares
CY2021 mssv Recorded As Stock Payable
RecordedAsStockPayable
251536 usd
mssv Professional Service Consulting Agreement Description
ProfessionalServiceConsultingAgreementDescription
In consideration of mutual covenants set forth in the Professional Service Consulting Agreement, Dave Christensen, current Director, President, Chief Executive Officer, Chief Financial Officer and Secretary, shall be compensated monthly based on annual rate of $90k starting January 1, 2022. Additionally, the agreement includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares were issued on August 18, 2021 and the remaining 448 were issued February 18, 2022.
us-gaap Payments For Fees
PaymentsForFees
15000 usd
CY2021Q4 us-gaap Escrow Deposit Disbursements Related To Property Acquisition1
EscrowDepositDisbursementsRelatedToPropertyAcquisition1
8200000 usd
CY2021Q3 mssv Stock Purchase Agreement Percentage
StockPurchaseAgreementPercentage
1 pure
CY2019Q1 us-gaap Payments Of Loan Costs
PaymentsOfLoanCosts
20991 usd
CY2021Q1 us-gaap Payments For Proceeds From Deposit On Loan
PaymentsForProceedsFromDepositOnLoan
504.94 usd
mssv Outstanding Auto Loan
OutstandingAutoLoan
2953 usd
CY2021Q3 mssv Outstanding Share Percentage
OutstandingSharePercentage
1 pure
mssv Aggregate Amount
AggregateAmount
90461 usd
CY2017 us-gaap Litigation Settlement Amount Awarded To Other Party
LitigationSettlementAmountAwardedToOtherParty
282500 usd
CY2021Q2 us-gaap Dividends Common Stock Cash
DividendsCommonStockCash
300000 usd
CY2021Q2 mssv Issued Shares Of Common Stock
IssuedSharesOfCommonStock
1092866 shares
CY2021Q2 mssv Common Stock Settlement Amount
CommonStockSettlementAmount
213109 usd
CY2021Q2 us-gaap Certain Loans Acquired In Transfer Accounted For As Debt Securities Outstanding Balance
CertainLoansAcquiredInTransferAccountedForAsDebtSecuritiesOutstandingBalance
0 usd
us-gaap Effective Income Tax Rate Reconciliation Disposition Of Assets
EffectiveIncomeTaxRateReconciliationDispositionOfAssets
0.275 pure
CY2021Q4 us-gaap Area Of Land
AreaOfLand
1647 sqm
CY2021 us-gaap Payments For Rent
PaymentsForRent
2714 usd
CY2021Q4 us-gaap Security Deposit
SecurityDeposit
5568 usd
CY2022Q2 us-gaap Accumulated Depreciation Depletion And Amortization Property Plant And Equipment
AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment
57469 usd
CY2021Q4 us-gaap Accumulated Depreciation Depletion And Amortization Property Plant And Equipment
AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment
43536 usd
CY2022Q2 us-gaap Property Plant And Equipment Net
PropertyPlantAndEquipmentNet
159147 usd
CY2021Q4 us-gaap Property Plant And Equipment Net
PropertyPlantAndEquipmentNet
22909 usd
mssv Equipment And Leaseholds Purchased
EquipmentAndLeaseholdsPurchased
121332 usd
CY2022Q2 mssv Equipment And Leaseholds Purchased
EquipmentAndLeaseholdsPurchased
28838 usd
CY2022Q1 us-gaap Cost Of Goods And Services Sold Depreciation
CostOfGoodsAndServicesSoldDepreciation
13933 usd
CY2021Q1 us-gaap Cost Of Goods And Services Sold Depreciation
CostOfGoodsAndServicesSoldDepreciation
400 usd
CY2021Q3 mssv Outstanding Shares Percentage
OutstandingSharesPercentage
1 pure
CY2021Q3 us-gaap Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Cash And Equivalents
BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCashAndEquivalents
225000 usd
us-gaap Convertible Preferred Stock Terms Of Conversion
ConvertiblePreferredStockTermsOfConversion
The preliminary purchase price for the merger was determined to be $6.229 million, which consists of (i) 1 million shares of Series AA preferred stock valued at approximately $964,000, (ii) 8,974 shares of Series DD preferred stock valued at approximately $5.04 million and (iii) $225,000 in cash of which $175,000 was advanced in prior to closing of the transaction. 
CY2021 us-gaap Business Acquisitions Pro Forma Revenue
BusinessAcquisitionsProFormaRevenue
1089976 usd
CY2021 us-gaap Business Acquisitions Pro Forma Net Income Loss
BusinessAcquisitionsProFormaNetIncomeLoss
-12999298 usd
CY2021 us-gaap Business Acquisition Pro Forma Earnings Per Share Basic
BusinessAcquisitionProFormaEarningsPerShareBasic
-1.13
CY2022Q2 us-gaap Finite Lived Trademarks Gross
FiniteLivedTrademarksGross
87700 usd
CY2021Q4 us-gaap Finite Lived Trademarks Gross
FiniteLivedTrademarksGross
87700 usd
mssv Intellectual Property Licenses
IntellectualPropertyLicenses
363000 usd
CY2021 mssv Intellectual Property Licenses
IntellectualPropertyLicenses
363000 usd
mssv Customer Base
CustomerBase
37000 usd
CY2021 mssv Customer Base
CustomerBase
37000 usd
CY2022Q2 us-gaap Intangible Assets Gross Excluding Goodwill
IntangibleAssetsGrossExcludingGoodwill
487700 usd
CY2021Q4 us-gaap Intangible Assets Gross Excluding Goodwill
IntangibleAssetsGrossExcludingGoodwill
487700 usd
CY2022Q2 us-gaap Capitalized Computer Software Accumulated Amortization
CapitalizedComputerSoftwareAccumulatedAmortization
84445 usd
CY2021Q4 us-gaap Capitalized Computer Software Accumulated Amortization
CapitalizedComputerSoftwareAccumulatedAmortization
36076 usd
CY2022Q2 us-gaap Intangible Assets Net Excluding Goodwill
IntangibleAssetsNetExcludingGoodwill
403255 usd
CY2021Q4 us-gaap Intangible Assets Net Excluding Goodwill
IntangibleAssetsNetExcludingGoodwill
451624 usd
us-gaap Property Plant And Equipment Useful Life
PropertyPlantAndEquipmentUsefulLife
P5Y
mssv Amortization Expense Intellectual Property
AmortizationExpenseIntellectualProperty
48369 usd
mssv Amortization Expense Intellectual Property
AmortizationExpenseIntellectualProperty
0 usd
mssv Monthly Rent
MonthlyRent
2714 usd
CY2022Q2 us-gaap Security Deposit Liability
SecurityDepositLiability
5588 usd
CY2022Q2 us-gaap Lessee Operating Lease Liability Payments Due Next Twelve Months
LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths
24427 usd
CY2022Q2 us-gaap Lessee Operating Lease Liability Payments Due Year Two
LesseeOperatingLeaseLiabilityPaymentsDueYearTwo
27140 usd
CY2022Q2 us-gaap Lessee Operating Lease Liability Payments Due
LesseeOperatingLeaseLiabilityPaymentsDue
51567 usd
CY2022Q2 us-gaap Receivable With Imputed Interest Net Amount
ReceivableWithImputedInterestNetAmount
2855 usd
CY2022Q2 us-gaap Operating Lease Liability
OperatingLeaseLiability
48712 usd
CY2022Q2 us-gaap Advance Rent
AdvanceRent
2714 usd
CY2022Q2 us-gaap Security Deposit
SecurityDeposit
5568 usd
CY2022Q1 us-gaap Payments To Acquire Water Systems
PaymentsToAcquireWaterSystems
121332 usd
CY2022Q2 us-gaap Other Liabilities Current
OtherLiabilitiesCurrent
usd
CY2021Q4 us-gaap Operating Lease Liability Current
OperatingLeaseLiabilityCurrent
usd
CY2021Q4 us-gaap Operating Lease Liability Noncurrent
OperatingLeaseLiabilityNoncurrent
usd
CY2021Q2 mssv Settlement Of Lawsuit
SettlementOfLawsuit
usd
us-gaap Stock Repurchased And Retired During Period Value
StockRepurchasedAndRetiredDuringPeriodValue
usd
us-gaap Gain Loss On Derivative Instruments Net Pretax
GainLossOnDerivativeInstrumentsNetPretax
usd
us-gaap Gains Losses On Extinguishment Of Debt
GainsLossesOnExtinguishmentOfDebt
usd
us-gaap Issuance Of Stock And Warrants For Services Or Claims
IssuanceOfStockAndWarrantsForServicesOrClaims
usd
mssv Imputed Interest On Debt
ImputedInterestOnDebt
usd
us-gaap Increase Decrease In Accounts Receivable
IncreaseDecreaseInAccountsReceivable
usd
us-gaap Increase Decrease In Prepaid Expense
IncreaseDecreaseInPrepaidExpense
usd
us-gaap Payments To Acquire Loans Receivable
PaymentsToAcquireLoansReceivable
usd
us-gaap Payments To Acquire Property Plant And Equipment
PaymentsToAcquirePropertyPlantAndEquipment
usd
us-gaap Proceeds From Issuance Of Debt
ProceedsFromIssuanceOfDebt
usd
us-gaap Repayments Of Debt
RepaymentsOfDebt
usd
us-gaap Income Taxes Paid Net
IncomeTaxesPaidNet
usd
us-gaap Income Taxes Paid Net
IncomeTaxesPaidNet
usd
us-gaap Interest Paid Net
InterestPaidNet
usd
mssv Debt Restructure
DebtRestructure
usd
mssv Cancellations Of Preferred Series Bb
CancellationsOfPreferredSeriesBB
usd
mssv Shares Issued For Legal Settlement
SharesIssuedForLegalSettlement
usd
mssv Issuance Of Preferred Series Dd
IssuanceOfPreferredSeriesDD
usd
mssv Issuance Of Common Shares For Services
IssuanceOfCommonSharesForServices
usd
mssv Expected Dividend Yields
ExpectedDividendYields
CY2020Q4 us-gaap Derivative Fair Value Of Derivative Net
DerivativeFairValueOfDerivativeNet
usd
CY2021 mssv Derivative Instruments Conversions
DerivativeInstrumentsConversions
usd
mssv Derivative Instruments Additions
DerivativeInstrumentsAdditions
usd
CY2022Q2 us-gaap Lessee Operating Lease Liability Payments Due Year Three
LesseeOperatingLeaseLiabilityPaymentsDueYearThree
usd
CY2022Q2 us-gaap Lessee Operating Lease Liability Payments Due Year Four
LesseeOperatingLeaseLiabilityPaymentsDueYearFour
usd
CY2022Q2 us-gaap Lessee Operating Lease Liability Payments Due Year Five
LesseeOperatingLeaseLiabilityPaymentsDueYearFive
usd
dei Amendment Flag
AmendmentFlag
false
dei Current Fiscal Year End Date
CurrentFiscalYearEndDate
--12-31
dei Document Fiscal Period Focus
DocumentFiscalPeriodFocus
Q2
dei Entity Central Index Key
EntityCentralIndexKey
0001760026

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