US Stem Cell Inc (USRM)

[Dragon Lady]

"Yes indeed. I scanned through it in a 10min sit down"

NO common shareholder vote will "count" or make any difference to the outcome in the slightest. The insider votes are "stacked", 100% guaranteeing they control it all.

The information is no different than what's in any 10-Q filing or the 10-K, it's all taken from those filings.

Further, the annual shareholder meeting proxy announcement was out on 12/19/14 and contained all the same information, including the items to be put to a "vote" that the insiders will self pass via their controlling votes, including the ability to boost their own compensation as they've done continually even as the company is cash broke for all intents and purposes. Nothing new there IMO.

http://ih.advfn.com/p.php?pid=nmona&article=64870277&xref=newsalert

All the proxy info, the votes to be presented- it was all there in that filing on 12/19/14.

Most importantly though is that the common shareholders of BHRT have no voting power or controlling vote over anything anyway. The insiders have 100% stacked the votes so that they control all proxy voting power.

Sending the proxies is merely a SEC formality. Every issue they have up for vote will self-pass via the insider's vote: Northstar holds 500 MILLION vote alone and then the same insiders "outside" of their Northstar participation hold something like another 100 million votes or something to that effect.

Any vote sent in on a BHRT proxy is an exercise in futility IMO. Whatever they put forth on a vote proposal- they will pass themselves. End of story. There's not even close to enough common shareholder votes to have a remote shot at overcoming the insider vote- and BHRT purposely made it that way.

As they've diluted out more shares- they've always insured to increase the insider share holdings and insider voting power to insure they always hold the controlling vote. It's the reason a while back they increased the Northstar 20 MILLION share voting power from 20 to 1, to 25 to 1, to stay ahead of all the dilution they knew was coming.

Proxy-schmoxy. Means nothing to the common shareholders IMO. Just a rehash of 10-Q and 10-K info and a formality vote to meet SEC rules, but one that would mean nothing to a common shareholder.

To show their vote control structure, just look at the 14A they filed for the 2 BILLION share increase authorization, it tells it all:

http://www.sec.gov/Archives/edgar/data/1388319/000114544314001569/d31931.htm

PAGE 2:

"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."

"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. "

Found one new tid-bit I missed prior- they've even lost their patents rights to Myocell-SDF-1 looks like (Myocell is also off patent, that's been well known since 10-K filing over a yr ago)


http://ih.advfn.com/p.php?pid=nmona&article=64870277&xref=newsalert

PAGE 22:

"In February 2006, we signed a patent licensing agreement with the Cleveland Clinic which provided us with the worldwide, exclusive rights to three pending U.S. patent applications and certain corresponding foreign filings in the following jurisdictions: Australia, Brazil, Canada, China, Europe and Japan, or, collectively, the Cleveland Clinic IP, related to methods of repairing damaged heart tissue by transplanting myoblasts that express SDF-1 and other therapeutic proteins capable of recruiting other stem cells within a patient’s own body to the cell transplant area. The term of our agreement with the Cleveland Clinic expired in July of 2009, when the license to the patents was turned over to a Cleveland Clinic affiliate, Juventas. We have an understanding with Juventas to restore the license to the patents once certain milestones have been achieved by Bioheart."

So they don't even have patent on that one either- WOW. They have an "understanding"?? What's that? Is that a legal or business term? A handshake or what? An "understanding"? Sounds IMO like they just plain old lost the patent - and it's now been given to Juventas, pretty cut n dry IMO. So that's another patent they do not have. I'll check- but I don't know if that was disclosed prior in the 10-K's or 10-Q? I don't remember reading that one?

Very interesting IMO.