US Stem Cell Inc (USRM)

[Dragon Lady]

USRM_a_CON: AMENDED_10-K_FILING = Uh_Oh_SEC_TROUBLES !!!

I don't know how I missed this one - as it is a BIG DEAL as these cons have been prior "FORMAL SEC INVESTIGATED" by the SEC MIAMI office and those "investigations" NEVER EVER are "formally closed" -

The SEC ltr one receives (as did USRM-a-CON as Comella PLASTERED IT UP ON A VIDEO "talk" that is STILL POSTED ON YOUTUBE !!) when the SEC decides only "AT THIS TIME TO NOT FORMALLY SUE A COMPANY" will say:

"AT THIS DATE and THIS MOMENT per the date of this ltr - FOR NOW WE THE SEC DO NOT PLAN TO COMMENCE FORMAL PROCEEDINGS, BUT IN NO WAY DOES THIS Ltr or anything it stated within it MEAN THE SEC DOES NOT MAINTAIN AND RESERVE THE RIGHT TO BRING ACTION(s) AT A FUTURE DATE" blah blah paraphrasing but near word-for-word 100% accurate !!

https://www.otcmarkets.com/stock/USRM/disclosure

RECENTLY on July 8th, 2022 Miguel FILED AN AMENDED ANNUAL SEC 10-K/A WTF ????

And for the year ending 12/31/2021 and he DID IT 7 MONTHS LATER IN FREAKING JULY WTF ??????

THAT tells me - THE SEC is "poking around in the TRASH n SCAM known as USRM" - that is what me thinks :)

https://www.otcmarkets.com/filing/html?id=15939787&guid=dTU-kegWbjyeJth#USSTEM20211231_10KA_HTM_i9a

DIG THIS JUICY DIRT BALL - it's related to FAILURE TO MAINTAIN ADEQUATE INTERNAL FINANCIAL CONTROLS holy shit batman and WTF Miguel !!!!

QUOTE PAGE 1:

"EXPLANATORY NOTE

U.S. Stem Cell, Inc. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022 (“Original 10-K”).

This Amendment No. 1 on Form 10K/A amends and expands our disclosure under Item 9A. Controls and Procedures as well as modified two Scribner’s errors based on dates. Except for the changes stated above, no other changes have been made to the Company Annual Report on Form 10-K for the fiscal year ending December 31, 2021.

In accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, currently dated certifications of our principal executive officer and our principal financial officer are attached to this Form 10-K/A as Exhibits 31.1 and 32.1.

Except for the foregoing amended information, we have not updated the disclosures contained in the Form 10-K/A to reflect events that have occurred subsequent to the filing date of the Original 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original 10-K and our subsequent filings with the SEC.
"

WOW WOW WOW - NOW WTF is in the section ole 9A ???

It's the PROBLEM and FACT that USRM-a-CON uses Miguel as CEO and CFO (aka CHIEF FINANCIAL OFFICER aka ONE MAN SHOW) and that they LACK INTERNAL FINANCIAL CONTROLS and PROPER SEGREGATION OF DUTIES to manage a public traded entity !!!

QUOTE PAGE 26 (THEY in deep doo doo me thinks - me thinks THE SEC MIAMI OFFICE has the deep probe procto-scope UP THEIR BUTT AGAIN LMAO !!)

"Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our management, with the participation of our Chief Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.


Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer and Principal Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures were NOT effective.


Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined In Exchange Act Rule 13a-15(f). The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel,

?
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

?
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

?
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

?
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. In addition, because of changes in conditions, the effectiveness of internal control may vary over time.

We carried out an evaluation, with the participation of our management, including our Chief Executive Officer (“CEO”) who also acts as our Chief Financial Officer (CFO) of the effectiveness our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of December 31, 2021.

Based upon that evaluation, our CEO/ CFO concluded that our internal control over financial reporting are NOT effective at the reasonable assurance level due to the following material weaknesses:

1.

We do NOT have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. The company expects to remedy this weakness upon company growth through increased personnel numbers.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Remediation of Material Weaknesses

We intend to remediate the material weaknesses in our disclosure controls and procedures identified above by hiring a full-time CFO with SEC reporting experience in the future and expanding accounting staff when working capital permits and by working with our independent registered public accounting firm to refine our internal procedures.

We currently address the limitations through a separately-designated standing Audit Committee established in accordance with Section 3(a) (58) (A) of the Exchange Act. The members of our Audit Committee are Mr. Borman, who serves as Chairperson of the Audit Committee, Dr. Murphy, and Mr. Anderson. Our Board of Directors has determined that Mr. Borman qualifies as a “financial expert” as that term is defined in the rules of the SEC implementing requirements of the Sarbanes-Oxley Act of 2002.
"

LMAO - yeah like USRM-a-CON and especially Miguel are gonna hire a new CFO WTF ?????
REALLY LMAO ??????


This SCAM is more BROKE and CASH POOR than the crack heads in my local park who SELL BOTTLES AND CANS DAILY and make real coin, unlike this shit show clown car gang....LMAO !!

WTF they gonna use to hire this fantasy "NEW CHIEF FINANCIAL OFFICER" - magic bean dilution shares when this POS is now more ill-liquid than a dried sack of Quick-crete on a hot and WET FL summer day WTF AGAIN ????

This SCAM and especially Miguel IS NOT ever ever ever going to "HIRE A PROFESSIONAL CFO" and let the control of this SCAM move from Miguel to some other "dude" who is NOT in on the con - no way, no how !!!

UTTER BULLSHIT CYA AMENDED FILING - not going to "cut it" with the SEC as NO CHANGES WILL BE MADE and the scam will roll on down the road to nowhere until THE SEC ends it and/or the Brenda lawsuit and her attorney exposes this SHAM in her discovery which is "LIVE" as I type this :)

THIS, THIS IS MAJOR B A D, BAD NEWS - they are getting spanked for SARBANS-OXLEY "FINANCIAL CONTROL" bullshit aka LACK OF PROPERLY MANAGING THE PUBLIC TRADED ENTITY = that is how THE SEC shuts these scams down :)