US Stem Cell Inc (USRM)

[Dragon Lady]

"They must feel pretty confident they can pay off $100,000 worth of notes prior to the conversion in such a short term. " ??

Based on what info or theory? The very reason they did the "notes/convertibles" is that they are very low or almost HAVE NO CASH for day to day needs. Where would the cash to "pay off" materialize from? And if they can pay them off so easily, then WHY even do them in the first place. Makes no sense at all IMHO. None.

Page 25: 10-K

"Risks Related to Our Financial Position and Need for Additional Financing

We will need to secure additional financing in 2014 in order to continue to finance our operations. If we are unable to secure additional financing on acceptable terms, or at all, we may be forced to curtail or cease our operations.

As of March 24, 2014, we had cash and cash equivalents of approximately $211,632.80 and a working capital deficit of approximately $13.4 million. As such, our existing cash resources are INSUFFICIENT to finance EVEN OUR IMMEDIATE operations. Accordingly, we will need to secure additional sources of capital to develop our business and product candidates as planned. We are seeking substantial additional financing through public and/or private financing, which may include equity and/or debt financings, research grants and through other arrangements, including collaborative arrangements. As part of such efforts, we may seek loans from certain of our executive officers, directors and/or current shareholders. We may also seek to satisfy some of our obligations to the guarantors of our loan with Seaside National Bank & Trust, or the Guarantors, through the issuance of various forms of securities or debt on negotiated terms. However, financing and/or alternative arrangements with the Guarantors may not be available when we need it, or may not be available on acceptable terms.

If we are unable to secure additional financing in the near term, we may be forced to:

· curtail or abandon our existing business plan;
· reduce our headcount;
· default on our debt obligations;
· file for bankruptcy;
· seek to sell some or all of our assets; and/or
· cease our operations.

If we are forced to take any of these steps, any investment in our common stock may be worthless."

Does Sr management toss a statement in the 10-K like that for NO REASON, or "lightly" or "frivolously"? They use very specific wording like " even OUR IMMEDIATE NEEDS".

WHY would that statement be there if they can "easily pay off the $100,000", etc? WHY? Why even go to Asher then? It makes no sense IMHO?