Quote LOL NO, "59.5 million is the outstanding shares, and the float is 48.99 million per the WSJ "
NOT TRUE. That's old, old info and based off a SEC filing more than a full quarter old, and this company issues shares by the dump truck full to floorless, convertible debt "note" holders and lenders and "others" on a near continual basis.
The outstanding shares (PURE DILUTION) has increased by approx a factor of ONE HUNDRED TIMES, 100X in just the past approx 52 week period and would be past approx 100 MILLION shares outstanding by now, IMO, based on basic math relying on other recent SEC filings, namely a 13G and a recent 8-K.
Those two much more recent SEC filings show that the O/S share count was already close to reaching 100 MILLION O/S shares in early Dec of 2016. It will continue to rise IMO and will be much, much more than that by the early March issuance of the SEC 10-K annual report (I'd personally "guess" easily 125 MILLION shares O/S by then, potentially even much more given the loads of unconverted toxic debt USRM still owed as of the last 10-Q, SEE Magna, Fourth Man, Daniel James, etc)
Recent SEC filings that allow a more up to date, more accurate count of the current O/S share count:
12-06-2016 SEC 13G filed by one of USRM's key convertible debt (toxic note, the term thee SEC calls it) lenders.
In that document it shows that "Daniel James" (SEE SEC 10-Q, they are a floorless convertible debt, aka toxic debt lender to USRM who gets close to a 50% discount on their shares, anytime they want to "convert" and they get that price based on the LOWEST MOST RECENT CLOSING "BID" PRICE in the prior days to when they convert).
Daniel James "converted" their max allowed of 9.99% of the O/S shares per that filing, and were given 6,867,925 shares.
So 9.99% of the O/S shares = 6,867,925 at that point in time.
6,867,925 / .0999 = 69,372,979 shares OUTSTANDING as of 12/06/16
Thus, approx 70 MILLION O/S already by that point in time, early Dec 2016.
THEN, another SEC filing occurred, an 8-K filing on 12/12/2016 showing that USRM issued another almost 20 MILLION shares in return for a whopping $90K in cash from a "foreign" entity of some sort.
"On December 12, 2016, 19,913,708 shares of our company common stock were subscribed for an aggregate of $90,000."
Thus, just round that 19.9 MILLION to "20 MILLION" and one sees that in early Dec 2016, the outstanding shares had already massively increased TO AT LEAST:
70 MILLION + 20 MILLION = approx 90 MILLION SHARES OUTSTANDING just as of early Dec 2016.
That was over a month ago. Given the furious pace at which USRM dilutes its common shares, mainly due to never ending "toxic" debt conversions by Magna, Daniel James, Fourth Man and also via paying their bills by issuing butt loads of shares (see ANY SEC 10-Q, 10-K going back years) - the share count by end of Dec, or now 2nd week of Jan would likely EASILY IMO, now exceed 100 MILLION SHARES, NOT freaking 59.5 million as is being claimed here, not even close. It's likely double that number at least by now IMO, or very close to double that number and still climbing.
During the nine months ended September 30, 2016, the Company entered into Securities Purchase Agreements with Daniel James Management (“Daniel”) for the sale of 9.5% convertible promissory note in aggregate principal amount of $75,000 (the “Daniel Notes”).
The Daniel Notes bear interest at the rate of 9.5% per annum. As of the nine months ended September 30, 2016, all interest and principal must be repaid one year from the issuance date, with the last note being due March 9, 2017. 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. (See Note 8).
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 September 30, 2016 was $126,304. At the inception of the Daniel Notes, the Company determined the aggregate fair value of $139,691 of the embedded derivatives.
During the nine months ended September 30, 2016, $75,000 of promissory notes plus accrued interest that were outstanding at December 31, 2015 and $25,000 of promissory notes plus interest issued in the current period were converted into shares of the Company’s common stock, respectively (see Note 9).
The remaining aggregate promissory notes to Daniel unconverted principle balance as of September 30, 2016 was $50,000.
Fourth Man (during this period)
During the nine months ended September 30, 2016, the Company entered into Securities Purchase Agreements with Fourth Man, LLC (“Fourth Man”) for the sale of 9.5% convertible promissory note in aggregate principal amount of $100,000 (the “Fourth Man Notes”).
The Fourth Man Notes bear interest at the rate of 9.5% per annum. As of the nine months ended September 30, 2016, all interest and principal must be repaid one year from the issuance date, with the last note being due September 19, 2017. The Fourth Man Notes are convertible into common stock, at holder’s option, at a 49% 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 Fourth Man Notes. These embedded derivatives included certain conversion features and reset provision. (See Note 8).
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 September 30, 2016 was $286,415. At the inception of the Fourth Man Notes, the Company determined the aggregate fair value of $216,050 of the embedded derivatives.
During the nine months ended September 30, 2016, $77,450 of promissory notes plus accrued interest that were outstanding at December 31, 2015 were converted into shares of the Company’s common stock (see Note 9).
The remaining aggregate promissory notes to Fourth Man unconverted principle balance as of September 30, 2016 was $100,000.
Magna Group (during this period)
2015 Note
On December 3, 2015, the Company entered into a Securities Purchase Agreement with Magna Equities II, LLC (“Magna”) for the sale of a 12% convertible promissory note in the principal amount of $262,500 (the “Note”). The Note was subsequently funded in February 2016 upon effectiveness of the Company’s registration statement (see below). Proceeds from the Note was $250,000 (less an original issue discount of 5% or $12,500).
The Note bears interest at the rate of 12% per annum. All interest and principal must be repaid on December 3, 2016. The Note is convertible into common stock, at Magna’s option, at the lower of I) 40% discount to the lowest sales price of the common stock during the 5 trading day period prior to conversion or ii) $0.70. In the event the Company prepays the Note in full, the Company is required to pay off all principal at 140%, interest and any other amounts.
On December 12, 2014, the Company filed a Registration Statement on Form S-1 to register 341,718 shares of common issuable upon the conversion of Magna Equity II, LLC convertible notes dated December 3, 2015 (as restated) for $110,000 and December 3, 2015 for $262,500. The latter note was funded in February 2016. The Registration Statement on Form S-1 was declared effective on February 12, 2016
The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Notes to Magna and to fair value as of each subsequent reporting date which at September 30, 2016 was $359,301. At the inception of the Notes, the Company determined the aggregate fair value of $263,204 of the embedded derivatives.
During the nine months ended September 30, 2016, $208,260 of the promissory notes were converted into shares of the Company’s common stock (see Note 9).
The remaining aggregate Magna Group promissory notes unconverted principle balance as of September 30, 2016 was $179,240."
Thus, as of that filing on 11/8/2016, USRM STILL OWED CONVERTIBLE "toxic" DEBT(s) OF:
$179K to Magna + $100K to Fourth Man + $50K to Daniel James = $329K
ALL of that would be "converted" based on a STEEPLY DISCOUNTED FORMULA shown above, EASILY resulting in 100 MILLION or more shares needing to be issued, in hopes of that being paid back.
Even at .005 per share, those debt/note holders would get their shares at the LOW BID or LOWEST CLOSING BID AVG or LOWEST TRADING DAY'S PRICE, which for example yesterday, still tagged .0038 or so, and end of last week the Bid (even the "closing Bid) was dropped well back into the .003's, despite the hype-run-Ask-spikes earlier during the week:
.0038 X .53 discount = approx .002 per share they'd get their "converted" shares for.
Thus, for example, to pay back Fourth Man $100K, even at these prices on this jacked-up recent little mini-hype run, it would require:
$100K / .002 = approx 50 MILLION shares that would need to be issued to just that one lender, just to pay back $100K of $329K "convertible" debt owed.
BUT, it's likely much more, as the Bid continually gets dropped periodically, and they get their shares based on the LOWEST MOST RECENT BID, thus they only need to "drop it" for even a moment on one trading day prior to their "conversion request" and that locks-in their share conversion price...SEE CONVERSION FORMULAS IN THE SEC 10-Q ABOVE.
Here's what thee SEC itself says about what they term as "floorless" or "toxic" convertible debt notes, the type that USRM continually relies on for financial survival, on an on-going, for all intents and purposes never ending basis going back years and years:
"Convertible Securities A "convertible security" is a security—usually a bond or a preferred stock—that can be converted into a different security—typically shares of the company's common stock. In most cases, the holder of the convertible determines whether and when to convert.
By contrast, in less conventional convertible security financings, the conversion ratio may be based on fluctuating market prices to determine the number of shares of common stock to be issued on conversion. A market price based conversion formula protects the holders of the convertibles against price declines, while subjecting both the company and the holders of its common stock to certain risks. Because a market price based conversion formula can lead to dramatic stock price reductions and corresponding negative effects on both the company and its shareholders, convertible security financings with market price based conversion ratios have colloquially been called "floorless", "toxic," "death spiral," and "ratchet" convertibles.
Both investors and companies should understand that market price based convertible security deals can affect the company and possibly lower the value of its securities. "
Market Data 
Markets 
AI
