US Stem Cell Inc (USRM)

[Dragon Lady]

Quote LOL, "With all of the extraordinary movement occurring with BHRT/US Stem Cell, I wonder if some of the old players such as Bryan and Sean Collins have any role in the behind the scenes activity? "

WHAT??????????? WHO???????? Bryan who and Sean WHO, LOL????????????

How bout using Bioheart's own SEC FILINGS and look for Magna, Asher, Vis Vires Group, KBM Worldwide, Daniel James, Fourth Man, etc. Aka TOXIC, CONVERTIBLE DEBT LENDERS that BHRT lives off of, LOL !!!!!!!!

Always some supposed bogey man out there- rather than just the harsh reality that this dilution machine LIVES BY ISSUING 10's and 10's and 100's of MILLIONS of steeply discounted common dilution shares and also toxic warrants often tacked on too. Bryan who, LOL?????? The bogeyman that doesn't even exist???? Right on.

http://www.sec.gov/Archives/edgar/data/1388319/000120677415002492/bioheart_10q.htm

Last SEC filed BHRT 10-Q, PAGE 15/16:

"Asher Notes (During this period)

During the six months ended June 30, 2015, the Company entered into Securities Purchase Agreements with Asher Enterprises, Inc. (“Asher”) or affiliates, for the sale of 8% convertible notes in aggregate principal amount of $180,000 (the “Asher Notes”). The Company incurred legal fees in the amount of $15,000 which were deducted from the proceeds of the notes.

The Asher Notes bear interest at the rate of 8% per annum. As of the six months ended June 30, 2015, all interest and principal must be repaid nine months from the issuance date, with the last note being due February 6, 2016. The Asher Notes are convertible into shares of common stock, at Asher’s option, at a 45% discount to the average of the three lowest closing bid prices of the shares of 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 June 30, 2015 was $307,285. At the inception of the Asher Notes, the Company determined the aggregate fair value of $211,575 of the embedded derivatives.

During the six months ended June 30, 2015, $151,000 of notes that were outstanding at December 31, 2014, plus accrued interest, were converted into shares of the Company’s common stock (see Note 10).

The remaining aggregate Asher Notes unconverted principle balance as of June 30, 2015 was $180,000.

Daniel James Management (During this period)

During the six months ended June 30, 2015, the Company entered into Securities Purchase Agreements with Daniel James Management (“Daniel”) for the sale of 9.5% convertible note in aggregate principal amount of $75,000 (the “Daniel Note”).

The Daniel Notes bear interest at the rate of 9.5% per annum. As of the six months ended June 30, 2015, all interest and principal must be repaid one year from the issuance date, with the last note being due June 28, 2016. The Daniel Notes are 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 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 Daniel Notes and to fair value as of each subsequent reporting date which at June 30, 2015 was $151,894. At the inception of the Daniel Notes, the Company determined the aggregate fair value of $137,578 of the embedded derivatives.

During the six months ended June 30, 2015, $75,000 of notes that were outstanding at December 31, 2014, plus accrued interest were converted into shares of the Company’s common stock (see Note 10).

The remaining aggregate Daniel Notes unconverted principle balance as of June 30, 2015 was $75,000.


Fourth Man, LLC (During this period)

During the six months ended June 30, 2015, the Company entered into Securities Purchase Agreements with Fourth Man, LLC. (“Fourth Man”), for the sale of a 9.5% convertible notes in the aggregate principal amount of $75,000 (the “Note”).

The Notes bears interest at the rate of 8% to 9.5% per annum. As of the six months ended June 30, 2015, all interest and principal must be repaid one year from the issuance date, with the last note being due May 31, 2016. The Notes are convertible into shares of common stock, at Fourth Man’s option, at a 47% discount to the lowest closing bid price of the common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the Fourth Man 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 Fourth Man Notes and to fair value as of each subsequent reporting date which at June 30, 2015 was $150,554. At the inception of the Fourth Man Notes, the Company determined the aggregate fair value of $143,097 of the embedded derivatives.

During the six months ended June 30, 2015, $75,000 of notes that were outstanding at December 31, 2014, plus accrued interest, were converted into shares of the Company’s common stock (see Note 10).

The remaining aggregate Fourth Man, LLC Notes unconverted principle balance as of June 30, 2015 was $75,000.

Magna Group (During this period)

During the six months ended June 30, 2015, $75,000 of notes that were outstanding at December 31, 2014, plus accrued interest, were converted into shares of the Company’s common stock (see Note 10). The remaining aggregate Magna notes unconverted principle balance as of June 30, 2015 was $130,000.

The Company has identified the embedded derivatives related to the Magna notes. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Magna notes and to fair value as of each subsequent reporting date which at June 30, 2015 was $217,540. The fair value of the embedded derivatives of the Asher, Daniel and Fourth Man Notes, was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 111.98% to 147.97%, (3) weighted average risk-free interest rate of 0.17% to 0.27%, (4) expected lives of 0.75 to 1.00 years, and (5) estimated fair value of the Company’s common stock from $0.0058 to $0.0127 per share. The initial fair value of the embedded debt derivative of $492,249 was allocated as a debt discount up to the proceeds of the notes ($313,964) with the remainder ($178,285) charged to current period operations as interest expense. For the three and six months ended June 30, 2015, the Company amortized an aggregate of $193,834 and $425,629 of debt discounts to current period operations as interest expense, respectively."

Same SEC filed 10-Q, PAGE 20/21:

"During the six months ended June 30, 2015, the Company issued an aggregate of 11,652,719 shares of its common stock in the amount of $100,132 for the settlement of outstanding accounts payable and accrued expenses. In connection with the issuance of the shares the Company recognized a gain on settlement of accounts payable and accrued expenses in the amount of $78,528 (see Note 5).

During the six months ended June 30, 2015, the Company issued 6,650,000 shares of common stock in settlement of litigation. In connection with the issuances, the Company recognized a loss in the amount of $59,850, which is included in the marketing, general and administration expense in the Statement of Operations (see Note 12).

On April 3, 2015, the Company issued 1,363,031 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2015 per the forbearance agreement on Northstar note (See Note 8).

During the six months ended June 30, 2015, the Company issued an aggregate of 93,803,679 shares of its common stock for the conversion of $388,258 of notes payable and related accrued interest. Upon conversion of the notes, the Company recorded an adjustment to the derivative liability in the amount of $411,772 (see Note 13).

During the six months ended June 30, 2015, the Company issued an aggregate of 76,612,184 shares of common stock in exchange for $472,675 under the stock purchase agreement with Magna Equities II, LLC (see Note 6), and issued an aggregate of 7,851,968 shares of common stock in exchange for $61,270. In connection with the stock sale, the Company issued an aggregate of 1,443,656 warrants to purchase the Company’s common stock (see Note 11).

During the six months ended June 30, 2015, the Company issued an aggregate of 24,353,285 shares of its common stock in settlement of accumulative outstanding accounts payable due to Guarantors of the Company of $961,125. In connection with the issuance, the Company incurred a $791,024 gain in settlement of debt."

www.sec.gov/Archives/edgar/data/1388319/000114544315000378/bioheart_10k.htm

Bioheart last SEC filed 10-K, PAGE F-34/F-35:

"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."

100's of MILLIONS OF DILUTION shares issued for paying common day to day bills and an essentially ENDLESS STREAM OF TOXIC FINANCING deals- one after another after another after another for survival cash. It's called a DEATH SPIRAL by the SEC and Bloomberg and other reputable sources for a reason, LOL !!!

http://www.sec.gov/answers/convertibles.htm

http://investorshub.advfn.com/~-ASHER-~-25451/

https://en.wikipedia.org/wiki/Death_spiral_financing

http://www.bloomberg.com/news/articles/2015-03-12/josh-sason-made-millions-from-penny-stock-financing

http://www.bloombergview.com/articles/2015-03-12/death-spiral-convertible-financier-has-a-lot-of-fun

BUT, ole BHRT's demise and price and market cap mass COLLAPSE is really the fault of some supposed mystery bogeyman called Bryan whatever and his pal Sean whoever, LOL !!!!!!!!!! REALLY??????????

When it's ALL RIGHT THERE IN BLACK AND WHITE in the company's own SEC FILINGS- the reasons for their own demise, as done BY THEIR OWN Sr. Mgt who willingly inked and signed EVERY LAST TOXIC DEAL and dishing out of dilution shares by the dump truck full that's ever taken place- since at least mid 2010, LOL !!!!

Oh yeah, it's them bogeyman that caused lil ole BHRT all it's ills and problems, LOL !!!!!!!! Right on.

TOTAL NONSENSE IMO. BS !!