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Re: doglover1 post# 5702

Monday, 03/10/2014 3:01:09 AM

Monday, March 10, 2014 3:01:09 AM

Post# of 106841
Hi doglover- I don't "hope" about reports one way or another. They are what they are. I just read um to get the facts and try and discern the health/condition of the company the best I can. In the end- those SEC reports, the "set of financials" are the single most important thing you have to go on when deciding to buy, sell or hold. You think Warren Buffet doesn't read/know EVERY last detail of the financials of any company he invests in? It's all he cares about- he's a guy that can read a set of financials and understand a business better than anyone alive. He looks also at brand, marketing, the management (one of his keys- does he think the mgt is skilled) but in the end he looks as the "books" and wants to know if the company is going to make money and usually pay a dividend. I not sure he ever buys anything that does not pay a dividend- meaning returns cash/profits back to the shareholders, as over the long run, that's one of the single greatest ways to grow wealth ever invented. A consistently growing dividend has made Buffet a very wealthy man. Do I "hope" anything about the coming 10-K? I could care less one way or another- it's gonna say what it's gonna say. What I need to decide is to I 1) Trust it (audited, credible) and 2) What picture does it paint for the company to even survive, let alone thrive 3) Does it show something new from the past 10-Q for example, at which point the financials were pretty dire IMHO and that of the auditor's statement. I'll also look at the share count- as the common holders are pretty much being diluted away. I'd also like to see what's said about Northstar- a very odd entity in my opinion. They have more or less as far as I can read/discern, been handed pretty much everything BHRT has or will have and own it all- I can site the page number of last 10-Q, they've been given a "lien" on pretty much everything- property, intellectual property current and future, rights to everything. Which to me is pretty troubling- cause it leaves me asking, "What the heck do you actually own as a common shareholder?" It appears like it's being set-up that if the whole thing goes bust, Northstar owns it all anyway, can pick it all up, walk away and just start over under a new ticker or something and the common holders would be wiped. I'm not saying I totally understand it- but that's my read so far. I'm still trying to decipher it. Never seen anything like it in following public traded companies- sort of an odd-ball "shell" company is set up for the insiders, everything is signed over to them since they "assumed" a key loan that was in default, now they're getting interest paid to them- it's really an odd-ball deal to me. Here, here's the verbiage about the "lien" from the last 10-Q. Note the line about PERPETUITY- that means FOREVER. Not "maybe" forever- but forever. From the last 10-Q: Page 16-
On October 1, 2012, the Company and Northstar entered into a limited waiver and forbearance agreement whereby the Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000,000 of common stock in exchange for $210,000 as payment towards outstanding debt, default interest, penalties, professional fees outstanding and due Northstar. In addition, the Company executed a security agreement granting Northstar a LIEN ON ALL patents, patent applications, trademarks, service marks, copyrights and intellectual property rights of any nature, as well as the results of all clinical trials, know-how for preparing Myoblasts, old and new clinical data, existing approved trials, all right and title to Myoblasts, clinical trial protocols and other property rights.

In addition, the Company granted Northstar a PERPETUAL license on products as described for resale, relicensing and commercialization outside the United States. In connection with the granted license, Northstar shall pay the Company a royalty of up to 8% on revenues generated.

Effective October 1, 2012, the effective interest rate will be 12.85% per annum. The parties agreed, as of February 28, 2013, to reduce the interest rate to 7% per annum (see Note 14 below).

SO WHAT THE HECK DO THE COMMON SHAREHOLDERS OWN? I don't get it? They even own all "right" to even future trials ,results of any clinical trials- never seen anything like it in my life? Not sure how a company can even do such a thing? Further, they've made sure that they've given Northstar enough preferred shares that carry like 20 votes each- that Northstar would/will always have a dominant shareholder vote. That SEC doc was filed not too long ago- it lists Northstar getting an increase in preferred shares and the vote equivalent of each share. You do the math and they'd always be able to out vote the common share holder even when the 950 MILLION new share limit (whatever the exact number is) when/if they reach it.

Very troubling to me. The report- I just read it and try and understand it and try and figure out what the "plan" is for this company and what the heck they are trying to do and if it's worth a risk or not. I also will be looking for all the past PR's and "blogs" stuff- to see if any of it even gets a passing mention in the 10-K. Many times in the past, I've read BHRT put out a PR, I then look for that "new trial" or "new partnership" they announced- but I've never found most of um mentioned later when the big SEC documents are filed. I also find that troubling. All only my opinions from the way I read it/understand it or maybe don't understand it, the documents. Anyone else has to, must do their own due diligence and decide to buy, hold, sell or whatever. Good luck to ya.