US Stem Cell Inc (USRM)

[Dragon Lady]

SEC 13G shows MASSIVE on-going DILUTION:

A 13G was just filed showing that Cassel/Salpeter (whatever the spelling) is now a 7% plus owner of BHRT/USRM shares. Remember from past PR, that Bioheart had hired that firm for various services. It said in the original PR it was for 24 months- which would have ended about Dec of 2015, a few months ago. So my guess is (it's ONLY a freaking guess) is that Bioheart/USRM owed Cassel/Salpeter some money and had to (as usual) pay um in shares of common stock likely (it will be known for sure IMO, the details, when the SEC 10-Q qtrly report is filed in a week or so)- but Cassel/Salpeter was not mentioned anywhere in the latest 10-K for end of 2015, when I word search their names.

From the prior 10-K, yr ended 2014, the following was on page F-30, showing that Bioheart (now USRM) owed Cassel/Salpeter a pretty sizable bundle, for a company that typically has little to no cash on-hand, ending a typical qtr or year with say $50K for example.

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

PAGE F-30:

"Consulting agreements

On November 20, 2013, the Company entered into an investment banking agreement with Cassel Salpeter & Co. (“CSC”), who will act as exclusive third party financial advisor in connection with investment banking matters. The term of the Investment Banking Agreement shall be for a period of twenty four months unless terminated or extended in accordance with its terms. For these services, CSC will receive a one-time $25,000 fee, $5,000 monthly fees and 5,207,630 ten year common stock purchase warrants, exercisable at $.0113 and applicable consideration in the event the closing of a Mezzanine Financing consisting of non-convertible subordinated debt and/or sale of equity securities. The Company will also reimburse CSC for its reasonable out-of-pocket expenses associated with the services provided pursuant to the Investment Banking Agreement. As of December 31, 2014 and 2013, the Company accrued $71,504 and $32,424 under the agreement, respectively."

http://finance.yahoo.com/news/bioheart-inc-enters-investment-banking-130000324.html

If USRM paid their firm off (Cassel/Salpeter) in shares of stock, approx 324K shares worth, which now equals 7% or more of the shares outstanding, due to the massive 1000 to 1 reverse split in Nov of 2015- and at a share price of only about a lousy 7 CENTS- that would equal approx:

324,995 X 7 CENTS (.07) (the approx trading price recently) = $22,749.00

That IMO would not be far fetched in the slightest to be a final or cumulative bill from an investment banking type firm - which is what Cassel/Salpeter was described as, in the original Bioheart PR of approx 2 years ago, when they hired them. (especially given that the BHRT 2014 10-K showed they owed Cassel/Salpeter approx $71K at that time)

So it seems feasible to me that USRM just owed ole Cassel/Salpeter (their sub firm per the SEC 13G is apparently called TELLURIDE TOO, L.L.C.) - that maybe ole USRM (formerly Bioheart) just owed um some past bills and had to pay-up in shares of stock, which is not unusual in the slightest- if one reads Bioheart/USRM's past SEC 10-K's and 10-Q's; they pay out shares of stock for all sorts of stuff and common bills/accounts payable or whatever, as they typically have little to no cash on-hand per their own filings. Again, I suppose the soon to be released Q1 10-Q filing will likely explain why Cassel/Salpeter just got 324K shares of common stock worth approx $22K. We'll see I guess?

BUT more importantly (IMO), the 13G just filed gives a glimpse into the just MASSIVE, ON-GOING, pace of common share dilution- as it lists the common share count as of only a week or so ago. Compare that to the number in the SEC filed 10-K not long before that- and one can see that the common shares are being diluted at a furious, never ending rate/pace (as usual, what else is new with ole Bioheart, now known as U.S. Stem Cell, LOL !)

http://www.sec.gov/Archives/edgar/data/1388319/000118518516003859/usstemcell10k123115.htm

From the most recent SEC filed 10-K, Page 1:

The number of shares outstanding of the registrant’s Common Stock, $0.001 par value, as of March 8th, 2016 was 2,470,400.

Now look at the common share count in the 13G filed just this past week:

http://www.sec.gov/Archives/edgar/data/1388319/000161577416005129/s103102_sc13g.htm

Page 2:

"The calculation of the percentage is based on 4,161,881 shares of Common Stock outstanding as of April 20, 2016, as reported to the Reporting Person by the Issuer."

HOLY COW !

Look at that dilution !!

So from just March 8th 2016 to a short month and a few weeks later, April 20th, 2016- the common share count MASSIVELY INCREASED from

2,470,400 to

4,161,881

That's dang near heading for a DOUBLING of the outstanding shares in approx a 2 month period.

4,161,881 - 2,470,400 = 1,691,481 / 2,470,400 = .684 X 100 = 68.4% INCREASE in the common shares, in about one month and 12 days.

Wowza. STAGGERING dilution IMO, still on-going, seemingly accelerating, for as far as one can see- as far as I can tell.

Split corrected, that's now approx. 4.16 BILLION common shares issued since Bioheart/USRM started around 2008 if the recent 1000 to 1 massive reverse stock split correction is accounted for. The common shares of course have LOST approx 99.99% for their value since 2008 to today ($5.00 approx in 2008 to now split corrected .00007. Just a near total wipe-out)

Freaking amazing IMO. The O/S shares (common shares outstanding) appear to be doubling approx every few months now, no end in sight that I can see?

No wonder the common shares on Thursday last week, the day the 13G was filed, why the shares re-tested their ALL, ALL, ALL TIME LOWS of 5 CENTS again (aka .00005 CENTS split corrected).

Just amazing to me.