How can anyone claim to be "setting a date" of when a "major financing" deal would happen, unless they specifically have insider trading/corporate information?
The 14C being filed means one thing ONLY. That the "authorized" outstanding shares are being increased to 2 BILLION, from approx. the present 950 million. That is all a 14C means and nothing more can be "inferred" from it. The 14C is loaded with "forward looking" disclosures and other disclosures. It clearly states, the purpose of the authorized shares, can be for pretty much ANYTHING THE BOD determines them to be "needed" for, as long as it's related to "corporate purposes", as determined by them, with no shareholder or anyone else's input required or needed.
14C FILING, PAGE 51:
"Material Terms, Potential Risks and Principal Effects Of The Increase of Authorized Common Share
Our Board of Directors and the consenting majority stockholders have adopted and approved resolutions and an amendment to the Articles of Incorporation to effect an increase of the number of common shares of the Company that the Company may issue from nine hundred and fifty million (950,000,000) shares of common stock and twenty million (20,000,000) shares of preferred stock, both $.001 par value respectively, to two billion (2,000,000,000) shares of shares of common stock and twenty million (20,000,000) shares of preferred stock, both $.001 par value respectively. The Board of Directors and the consenting majority stockholder believes that the Increase in Authorized common shares is in the best interest of the Company and its stockholders because the increase in the number of authorized but unissued shares of Common Stock would enable the Company, without further stockholder approval, to issue shares from time to time as may be required for proper business purposes, such as providing for reserves that are often required when and if necessary to raise additional capital for ongoing operations, business and asset acquisitions, present and future employee benefit programs and other corporate purposes as we make every effort to become cash flow positive."
"OTHER CORPORATE PURPOSES" pretty much leaves it wide-open, that the BOD, upon their own choice, can issue new shares "from time to time" for ANYTHING THEY DEEM NECESSARY. It's in black n white.
BHRT does "financing deals" essentially every month, on-going, and has done so for many, many years. They are done via dilutive financing, typically using "convertible debt" of some kind, with steep discount provisions, or "warrants" and other, highly dilutive methods. They do "financing" constantly. They used so many shares, that in the past 1-yr period the outstanding shares more than doubled from about 190 MILLION to now over 460 MILLION.
From the latest 10-Q, just as the most recent examples- BHRT did "financing" as recent as April, 2014. They pour out shares like water for the most part, 10's of MILLIONS at a time, for everything from paying/settlement of common bills/advances/debt payments, to "financing" to "warrants" to "stock options" for insiders, to paying Northstar, etc. They more than doubled the outstanding shares, in less than the past, 1 year period.
Most recent 10-Q, PAGE 23/24: Recent examples of common stock shares being used for "bill paying" and "financing" and capital raising via "warrants" among other things-
"
In April 2014, the Company issued an aggregate of 3,839,832 shares of its common stock for services rendered valued at $43,250.
In April 2014, the Company issued 5,263,315 shares of its common stock in settlement of related party advances of $100,000.
In April, 2014, the Company issued 1,002,808 shares of its common stock in settlement of common stock subscriptions of $50,000
In April 2014, the Company issued 274,681 shares of its common stock as settlement of six months accrued interest on the Northstar note obligation.
In April 2014, the Company issued 18,383,774 shares of its common stock for service rendered valued at $180,511.
In April 2014, the Company issued an aggregate of 4,793,268 shares of its common stock in settlement of $67,500 convertible notes payable and $2,700 accrued interest.
In April 2014, the Company issued 11,918,181 shares of its common stock in connection with the exercise of warrants. Proceeds received was $136,000, of which $6,000 during the three months ended March 31, 2014."
Most recent 10-Q PAGE 14/15 (examples of BHRT doing on-going "financing" as recent as Feb/March 2014. They CONTINUALLY do "financing deals" to stay afloat. They are so low on cash at any given month/qtr, that these two deals were done to raise a total of about $135K dollars TOTAL. And the terms were horrible, giving the "finance house" a 45% and 47% discount on the convertible shares )
"Asher Notes (During this year)
During the three months ended March 31, 2014, the Company entered into a Securities Purchase Agreements with Asher Enterprises, Inc. (“Asher”) or affiliates, for the sale of 8% convertible notes in aggregate principal amount of $97,500 (the “Asher Notes”).
The Asher Notes bear interest at the rate of 8% per annum. As of the quarter ended March 31, 2014 all interest and principal must be repaid nine months from the issuance date, the last note due December 26, 2014. The Notes are convertible into common stock, at Asher’s option, at a 45% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the Asher Notes.
These embedded derivatives included certain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Asher Notes and to fair value as of each subsequent reporting date which at March 31, 2014 was $153,564. At the inception of the Asher Notes, the Company determined the aggregate fair value of $214,346 of the embedded derivatives.
Daniel James Management
On February 19, 2014, the Company entered into a Securities Purchase Agreements with Daniel James Management (“Daniel”) for the sale of 8% convertible note in principal amount of $35,000 (the “Daniel Note”).
The Daniel Note bear interest at the rate of 8% per annum with all interest and principal due February 28, 2015. The Daniel Note is convertible into common stock, at holder’s option, at a 47% discount to the average of the three lowest closing bid prices of the common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the Daniel Note. These embedded derivatives included certain conversion features and reset provision."
