US Stem Cell Inc (USRM)

[Dragon Lady]

Proxy? To vote on WHAT? The common shareholders have no voting power in this company?

The insiders have full control over the votes, total controlling vote power? What difference would a common shareholder's vote make?

There's about 650 million fully diluted shares O/S right now. The non diluted count a bit less than that.

Northstar alone (who is one in the same as the BOD and CEO for the most part) has 25 to 1 votes on 20 MILLION shares. That's 500 MILLION votes right there. Way past 50% of any vote, way past a majority. Add in what the insiders own outside of their Northstar holdings- and they've totally stacked the deck on this to insure they have 100% total share voting power.

They don't need any vote from any shareholders to pass or approve anything? The sending of the proxy is a formality and nothing more.

Read the SEC filing when they increased the A/S count to 2 BILLION shares- they made it 100% clear they controlled all votes, needed no one else's vote other than the insiders, and further- didn't want or even request to hear from the common shareholders for their vote or input.

http://www.sec.gov/Archives/edgar/data/1388319/000114544314000633/d31331.htm

Form 14A PAGE 2 (filed on April 16th, 2014)

Quote:
"This notice and information statement (the “Information Statement”) will be mailed on or about April 17, 2014 to the stockholders of record, as of April 16, 2014, to shareholders of Bioheart, Inc., a Florida corporation (the “Company”) pursuant to: Section 14(c) of the Exchange Act of 1934, as amended. This Information Statement is circulated to advise the shareholders of action already approved and taken without a meeting by written consent of the holders of a majority of the Company’s outstanding voting common and outstanding voting preferred stock, specifically, management and one non-solicited shareholder, representing 597,553,092 voting capital shares (including 20,000,000 preferred shares that have 25 for 1 voting rights or 500,000,000 voting shares) (62% of the Company’s issued and outstanding voting stock as of the Record Date). Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the corporate action described in this Notice can be taken no sooner than 20 calendar days after the accompanying Information Statement is first sent or given to the Company’s stockholders. Since the accompanying Information Statement is first being sent or given to security holders on April 28, 2014 to the corporate action described therein may be effective on or after May 19, 2014."

And

"The increase in the authorized shares described in the accompanying Information Statement has been duly authorized and approved by the written consent of the holders of a majority of the voting capital shares of the Company’s issued and outstanding voting securities, your vote or consent is not requested or required."

A proxy vote by a common shareholder has ZERO value or input to this company. None. They can, and will pass whatever they want- the insiders have set it up so they control it all.