US Stem Cell Inc (USRM)

[Dragon Lady]

LOL quote, "Definitely. 100% agree. This 10K coming up is going to be very telling in the type of exponential growth we can expect to see from here on. I expect a self sufficient BioHeart by Q4 or next year the latest. Phase 3 Trials should also commence this year based on what the company has shared with us shareholders."

What?

1) There's an un-audited 10-Q quarterly filing coming up, not a 10-K? And, they're doing the big ole "conference call" BEFORE the official 10-Q is filed with the SEC which is quite unconventional. Normally the 10-Q is filed and then the conference called is held later the same day (a few hours later to give people to at least give it a cursory read) and or a day later.

2) Bioheart has made claims of supposed imminent "self sufficiency" or "big financing" or any other number of vast PR "claims" for more than 5 yrs now and its never even remotely come true. Example, Northstar LLC was going to raise a supposed $20 MILLION, LOL. How'd that little nice "PR story" ever work out? There's dozens of these "big plans" that were put out in PR over the years and not only didn't come true, but never even remotely came true or ever had a remote chance of coming true IMO.

http://www.marketwired.com/press-release/northstar-launches-20-million-private-placement-round-with-proceeds-fund-bioheart-trials-otcqb-bhrt-1713163.htm

That one was a classic for the ages for sure.

3) BHRT has been making "claims" and promises that the supposed big ole trials were going to "re-start" supposedly "soon" since 2009/2010 now. How has that ever worked out? The MARVEL and REFEN trials have been parked and gone NOWHERE for 5 yrs now (see any recent 10-K or 10-Q SEC filing). Remember a big ole PR hype called the MIRROR supposed "phase 3 trial"?? The one that NEVER HAPPENED but was supposedly "FULLY FUNDED" by Bioheart according to the PR hype and all the rest? ONE patient "enrolled" and never heard about again until recently- that it's no more, never happened, never really took place, etc. Another classic for the ages.

http://www.marketwired.com/press-release/bioheart-announces-phase-iii-mirror-trial-for-myocell-initiated-otcqb-bhrt-1807938.htm

WHERE DID IT GO? Gee, wonder how a big ole phase 3 just vanishes, when it's "FULLY FUNDED" and all ya know? All except the part that it never was actually "fully funded" and in fact never even really happened, LOL ! Beautiful.

4) "exponential growth" from here? What? The company has not "grown"? It's THREE PEOPLE per their just filed 10-K (March 2015) and finished 2014 with a big ole $36K bucks to their nearly BK name. What supposed "growth"?? The market cap has collapsed recently to sub $5 million and the common shares are down a literal 99.99% at this point, since their IPO date. Exponential "growth"??? This company has never grown since at least 2008, it's only been in decline? Where's this fictional "growth" supposedly happening? Their loss from operations on this past 10-K (March 2015 filing) was larger than the loss they took in 2013- that's not "growth"??

5) Phase 3 trial(s) plural should commence this year based on what the company has shared? What have they shared that in any way shows that to be possible or true?

Here's page F-34 of the latest filed 10-K and it shows that in just Jan, Feb and early March 2015 they used qty-3 more toxic debt financing deals for pittance amounts of survival cash as they're so cash broke- and they at the same time diluted out over 65 MILLION common shares, again, as they're on cash-broke life support mode. What have they "shared" to show otherwise? The 10-K is the only published FACTS and reality a public traded company has- and their latest is a "GOING CONCERN" mess IMO. $36K total cash against more than $2 MILLION in just accounts payable debts and they're supposedly about to fund a phase 3 trial or trial(s) plural, LOL?? Really?

Latest filed 10-K, PAGE F-34:

"Subsequent stock issuances

In January 2015, the Company issued 4,783,568 shares of its common stock in settlement for services, provided 14,299,567 shares of its common stock in settlement of $49,500 of outstanding convertible notes payable, and $2,981 accrued interest and 2,096,450 shares of its common stock for net proceeds of $16,118 from equity drawdown under the Magna Purchase Agreement.

In February 2015, the Company sold an aggregate of 1,443,656 shares of its common stock for net proceeds of $16,270. In connection with the stock sale, the Company issued an aggregate of 1,443,656 warrants to purchase the Company’s common stock for five years at $0.01127 per share. In addition, the Company issued 20,219,367 shares of its common stock in settlement of $132,500 of outstanding convertible notes payable and $2,520 accrued interest and 16,556,976 shares of its common stock for net proceeds of $135,645 from equity drawdown under the Magna Purchase Agreement.

In March 2015, the Company issued 6,185,432 shares of its common stock in settlement of $25,000 of outstanding convertible notes payable and $1,226 accrued interest. In addition, the Company issued 635,357 shares of its common stock as true up shares relating to the February 2015 equity drawdown under the Magna Purchase Agreement."

And

"Subsequent financing

On January 7, 2015, the Company entered into a Securities Purchase Agreement with KBM Worldwide, Inc. (“KBM”), for the sale of an 8% convertible note in the principal amount of $38,000 (the “Note”).

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on October 9, 2015. The Note is convertible into common stock, at KBM’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. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 140% if prepaid during the period commencing on the closing date through 179 days thereafter. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.

On January 28, 2015, the Company entered into a Securities Purchase Agreement with Fourth Man, LLC., for the sale of an 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 January 27, 2016. The Note is convertible into common stock, at Asher’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.

On February 19, 2015, the Company entered into a Securities Purchase Agreement with Vis Vires Group, Inc. (“VIS”), for the sale of an 8% convertible note in the principal amount of $38,000 (the “Note”).

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on November 23, 2015. The Note is convertible into common stock, at VIS’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. In the event the Company prepays the Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 140% if prepaid during the period commencing on the closing date through 179 days thereafter. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment."

They're taking on TOXIC DEBT deals in amounts of $25K and $38K just a few months ago- cause they're supposedly "growing exponentially" and about to start and fund phase 3 "trials", LOL? Really? No way IMO. Not a chance.