US Stem Cell Inc (USRM)

[Dragon Lady]

LOL quote, "Respectfully, as a shareholder of Bioheart since 2008, I am grateful you are not in his position. I voted for his raise, and would do so again. His salary, as well as Ms. Comella's, is not a concern of mine...outside entities that influence the stock price are."

Uh, the common share holders of this company don't have a controlling vote power over ANYTHING. Thus, unless an insider- "I voted for his raise" makes zero sense?

Northstar LLC alone controls over 500 MILLION share votes (20 million preferred shares w/ 25:1 voting rights). Add in the other insider which per the last filed 10-Q hold over 82 MILLION more shares (outside their Northstar holdings) and then Northstar holds another 40 million or something shares of common (I'd need to check latest filings).

Thus it's folly to believe that the common public shareholders "vote for" or have a say in ANYTHING related to this company. It's simply not true. Insiders hold 100% majority voting power and IMO have set that up and maintain it that way "by design" as they continually issue themselves more shares or increase the Northstar LLC voting rights (from 20:1 to 25:1) to insure that as the ever increasing, non-stop share dilution occurs they never lose their majority vote and can never be out-voted on anything.

As an example- just read the wording from a fairly recent SEC filing involving a "proxy" issue to increase the available shares from 950 MILLION to 2 BILLION shares. They stated right in the document- we voted ourselves, we passed it ourselves and your (the public shareholder's) you vote is NOT NEEDED nor is it even requested or wanted. That is the reality.

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

"Ratification of the increase of the authorized shares of capital stock of the Company 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, effective as of the filing of an amendment to the Company's Articles of Incorporation with the Florida Secretary of State."

And did they need any public shareholder "vote"???

PAGE 3:
"The elimination of the need for a meeting of stockholders to approve this action is made possible by Florida Statutes which provides that the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for such a meeting. In order to eliminate the costs involved in holding a special meeting of our stockholders, our Board of Directors voted to utilize the written consent of the holders of a majority in interest of our voting securities. This Information Statement is circulated to advise the shareholders of action already approved by written consent of the shareholders who collectively hold a majority of the voting power of our capital stock."

And 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.
Please review the Information Statement included with this Notice for a more complete description of this matter. This Information Statement is being sent to you for informational purposes only.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO SEND US A PROXY."

LOL, no public shareholder (non insider, no Northstar LLC, non "one other" majority holder named above in that document) VOTED FOR ANY PAY RAISE. They can vote and pass any pay raise they want and someones vote supposedly having an imaginary "approval" of it here is comical IMO. They don't need those votes to pass anything- they do it all one their own. Just the way it is and they set it up they way on purpose IMO. Vote away- it makes no difference IMO.