US Stem Cell Inc (USRM)

[Dragon Lady]

Quote BS LOL, "The way revenues are heading debt could be reduced significantly very soon. This could be a cash flow positive company sooner than later. If they can maintain $1 range I don't see why this can't be on the Nasdaq again. In my opinion
"

WHAT????????????????? LOL !!

There is NOTHING in any of the prior ten SEC filed 10-Q's or 10-K's going back several YEARS IMO that indicate this company is remotely close to cash flow positive, LOL???

WHERE and WHEN and on what page of any recent 10-Q for example, is that reality indicated? If this company didn't dilute 400 MILLION shares in ONE QUARTER, aka 3 FREAKING MONTHS in just the prior qtr, they'd of been BK, DONE, LIGHTS OUT, OVER. FINISHED. From 838 million shares O/S approx to about 1.2 BILLION shares now split adjusted in the freaking 3 MONTHS from one 10-Q to the one they just filed very recently. Their revenues have never made a difference yet in their continual, essentially non-stop use and need for toxic, floorless, convertible debt financing to survive. How they gonna cut any expenses when the entire company for the most part is TWO PEOPLE with an occasional one or two others tossed in depending on which SEC filing one reads, LOL??????

Their "revenue" was flat last qtr, NOT growing and the little stem cell clinic thingy they call an "investment" didn't produce jack crap in terms of cash money back to BHRTD.

Despite diluting out their shares by approx 50% in ONE QTR, selling 400 MILLION shares to everyone from convertible debt houses to "related parties" to using um like a checkbook to pay common bills such as "services rendered" or whatever, they still ended CASH BROKE w/ about $65K (thousand) lousy bucks left in their bank account, against just immediate debts due such as "accounts payable" of over $2 MILLION dollars (SEE most recent 10-Q, PAGE 4, the balance sheet- it's a train wreck). There's no indication they're close to going cash-flow positive, LOL !!

NASDAQ AGAIN, LOL !!!!!!!!!!!!!!!!!!!!!!!! BS ! It takes waaaaaay more than $1 a share to get qualified to list on the lowest tier Nasdaq. It's $4 a share for starters, with minimum POSITIVE shareholder equity requirements, combined w thing like market cap requirements or revenue requirements or various combinations thereof, NONE of which ole BHRTD (U.S. Stem Cell) whatever is even remotely close to, not by a MILLION MILES close to meeting IMO. NOT A CHANCE IN HELL, LOL!!

http://www.investopedia.com/ask/answers/121.asp

http://venturelawcorp.com/listing-requirements-nasdaq/

https://listingcenter.nasdaq.com/assets/initialguide.pdf

NOTICE, the lowest tier is the "Capital Market" tier- they'd need $4 MILLION in "positive" shareholder equity, they presently are NEGATIVE by about $8.7 MILLION as of that last 10-Q. So they'd need someone, some way to "inject" at least about $13 MILLION CASH onto their balance sheet to swing that number to a positive $4 million. WHO is gonna sink $13 million into this POS, LOL???? Who, when, why and how????? They'd need a $4 minimum price Bid, can dip to $3, right now they're at 80 CENTS and falling fast, LOL !! So that's strike two. They'd need a market cap of $5 MILLION minimum maintained, and right now they're close to going sub $1 MILLION and falling fast, LOL !! Strike 3, they're out, not a chance in hell in my book. NO WAY, NO HOW to me.

This thing is going to be massively diluted in the coming months due to just recent convertible debt they've taken on (Recent Magna for $160K example) and they'd need to be taking on more convertibe debt as we speak IMO or be BK about now, since that $65K cash they had left would already be GONE by about now from the time that 10-Q was filed, and they already sold off their future receivables to a "factoring" (pay-day loan company essentially) and so that cash doesn't land on their books from any sales- but is now debt they immediately owe to "PowerUp Lending Group", LOL!!

They are gonna owe the first of several $75K debt payments per the recent legal settlement with Brenda Leonhardt, the first due be end of Dec 2015, so where they gonna get the cash for that? And they have the $980K Seaside Bank Loan again coming due in Dec 2015 and will need to renegotiate that AGAIN, since there's not a chance in hell they can pay that back- as they've never paid one dime of principal on that loan since it's inception years ago, just interest and it's guaranteed by Northstar LLC (aka insiders) and some other mystery "guarantors" per their own SEC filings.

They're a financial train wreck on life support as far as I can see from their SEC filings, NOT about to list on the NASDAQ, LOL??????? They're in freaking cash survival mode, living day to day, convertible debt deal to convertible debt survival deal- as in just prior the this past 10-Q, borrowing $25K lousy bucks again from Fourth Man, then ending still with only $65K cash to their name against massive debts owed. WHY would they be inking toxic note deals for $25K at a time if they were supposedly "almost cash flow positive", LOL? MAKES NO SENSE TO ME??? NONE?

http://www.sec.gov/Archives/edgar/data/1388319/000118518515002777/bioheart10q093015.htm


PAGE 35, most recent 10-Q, GOING CONCERN (companies who are "going concerns" aka teetering on insolvency, aka teetering on going BK, are not NASDAQ candidates or about to go "cash flow positive", LOL!!! NOT how it "works")

PAGE 35:

"At September 30, 2015, we had cash and cash equivalents totaling $65,658. However our working capital deficit as of such date was approximately $7.5 million. Our independent registered public accounting firm has issued its report dated March 16, 2015 in connection with the audit of our financial statements as of December 31, 2014 that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern and Note 2 of our unaudited financial statement for the quarter ended September 30, 2015 addresses the issue of our ability to continue as a going concern."

PAGE 16:

"PowerUp Lending Group, Ltd

In July 2015, the Company entered into two revenue based factoring agreements and received an aggregate of $180,000 (less origination fees of $3,590) in exchange for $243,000 of future receipts relating to monies collected from customers or other third party payors. Under the terms of the agreements, the Company is required to make daily payments equal to the greater of $1,464 or 20% of the Company’s daily cash or monetary sales receipts over the term of the agreements (ranging from 126 to 189 business days). The Company has recorded a debt discount which is being amortized to interest expense over the term of the agreements. At September 30. 2015, the Company has recorded interest expense in the amount of $20,014 under the terms of the agreement. The remaining unamortized debt discount at September 30, 2015 is $46,576."

PAGE 15 (Convertible debt, the "old" deals still owed of approx $400K, which will = massive on-going dilution shares needing to be issued when those firms choose to convert their debt to shares)

"The Company has identified the embedded derivatives related to the Asher, Daniel, Fourth Man LLC and Magna notes. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of these notes and to fair value as of each subsequent reporting date which at September 30, 2015 was $375,577."

Figure $375K at 45% discounts or so = $375K / .50 cents = 750K more dilution shares to be issued right there. That's gonna close do double the O/S share count. IMO, it'll end up being waaaaay more than 750K shares, via the way convertible debt "death spirals" work- the lower those firms drive the share price as they sell those convertible debt shares, the more shares they will get issued on each conversion. I'd bet the present 1.2 million or so shares O/S (1.2 BILLION prior to the massive 1000 to 1 R/S reverse split) - I'd almost put bank on it that within 6 months or less, that share count goes over 2 million shares O/S, easily IMO. And remember, that page is not counting the new Magna $160K note they just borrowed or the $25K Fourth Man additional note they just borrowed post the Sept 30 closing period of the 10-Q, so the picture gets even that much bleaker in the massive dilution department IMO.

PAGE 25:

"Subsequent financing

On October 1, 2015, the Company entered into a Securities Purchase Agreement with Magna Equities, II, LLC for the sale of 12% convertible note in the principal amount of $160,000 (the “Note”).

The Note bears interest at the rate of 12% per annum. All interest and principal must be repaid on August 1, 2016. The Note is convertible into common stock, at Magna Equities, II, LLC’s option, at a $0.72 per share or if a registration statement registering the underlying shares of common stock is not filed within 70 days, 45% of the lowest trading price during five consecutive trading days prior to conversion with anti-dilutive provisions.

On October 7, 2015, the Company entered into a Securities Purchase Agreement with Fourth Man, LLC., for the sale of a 9.5% convertible note in the principal amount of $25,000 (the “Note”).

The Note bears interest at the rate of 9.5% per annum. All interest and principal must be repaid on October 6, 2016. The Note is convertible into common stock, at Fourth Man’s option, at a 47% discount to the lowest daily closing trading price of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal at 150%, interest and any other amounts."

PAGE 16:

"On June 1, 2015, the Company issued an amended and restated promissory note of $1,697,762 in settlement of the $1,500,000 outstanding subordinated debt (See Note 12), related accrued interest of $373,469 and accumulated and unpaid guarantor fees of $624,737 (See Note 5).

The note is unsecured and non-interest bearing with four semi-annual payments of $75,000 beginning on December 31, 2015 with the remaining unpaid balance due June 1, 2020."

Looks to me like they got about 30 days left to scrape up $75K LARGE, aka CASH. Those payments are CASH, not shares of stock per my read on that 10-Q and the legal settlement. WHERE THEY GONNA GET $75K CASH to pay-out, when they just ended the qtr with $65K cash to their name after selling their receivables, dilution out approx 400 MILLION shares, borrowing $160K from Magna again (which nets them only $100K, read the deal terms), borrowing $25K from Fourth Man again, etc? $75K CASH is a lot of scratch for this cash broke company- where they gonna get that from?

Those are just some of the "highlights" for how bleak it looks to me. They're in survival mode IMO, NOT freaking "how do we list on the NASDAQ", LOL !! They don't even have the freaking cash to pay the Nasdaq listing fees and the legal costs it would take to pay a law firm to get all the paperwork lined up to list on the Nas, LOL !! Law firms don't work for shares of penny stocks as far as I know? It's CASH and carry, LOL!!

I'd be surprise, amazed, if this is not at 50 cents or less in under 6 months given the massive, on-going, non stop common share dilution that's occurring and about to occur via Magna, Asher, Daniel James, Fourth Man and who knows whoever they're probably inking "financing/survival" deals with as we speak- given how cash broke they are.

My 80 cents or so worth, aka 1000 to 1 R/S split adjusted .0008, aka TRIPLE ZEROS, for whatever it's worth, which AIN'T MUCH, LOL !!!