10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015 OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____

Commission File Number: 001-33718

U.S. STEM CELL, INC.

(Exact name of registrant as specified in its charter)

Florida	65-0945967
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

13794 NW 4th Street, Suite 212, Sunrise, Florida 33325

(Address of principal executive offices) (Zip Code)

(954) 835-1500

(Registrant’s telephone number, including area code)

BIOHEART, INC

(Former name, former address and former fiscal year, if changed since last report)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value per share

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.045 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer                                                                 o	Accelerated filer                                                                           o
Non-accelerated filer                                                                   o	Smaller reporting company                                                         x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 05, 2015, there were 1,283,757 outstanding shares of the Registrant’s common stock, par value $0.001 per share.  Transitional Small Business Disclosure Format Yes o No x

U.S. STEM CELL, INC.

INDEX TO FORM 10-Q FILING

SEPTEMBER 30, 2015

TABLE OF CONTENTS

PART I	Financial Information	Page Number
Item 1.	Financial Information		3
	Condensed Balance Sheets — September 30, 2015 (Unaudited) and December 31, 2014		4
	Unaudited Condensed Statements of Operations (Unaudited) — Three and Nine Months Ended September 30, 2015 and 2014		5
	Unaudited Condensed Statements of Stockholders Deficit (Unaudited) — Nine Months Ended September 30, 2015		6
	Unaudited Condensed Statements of Cash Flows (Unaudited) — Nine Months Ended September 30, 2015 and 2014		7
	Notes to Unaudited Condensed Financial Statements		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		35
Item 4.	Controls and Procedures		35
PART II	Other Information
Item 1.	Legal Proceedings		36
Item 1A.	Risk Factors		36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		36
Item 3.	Defaults Upon Senior Securities		36
Item 4.	Mine Safety Disclosures		36
Item 5.	Other Information		36
Item 6.	Exhibits		37
SIGNATURES			42
EX-31.1	Management Certification
EX-32.1	Sarbanes-Oxley Act

PART I — FINANCIAL INFORMATION

Item 1.

Interim Condensed Financial Statements and Notes to Interim Financial Statements

General

The accompanying reviewed condensed interim financial unaudited statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2014. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that can be expected for the year ending December 31, 2015.

3

U.S. STEM CELL, INC.

CONDENSED BALANCE SHEETS

	September 30,			December 31,
	2015			2014
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	65,658		$	36,674
Accounts receivable, net		93,770			95,409
Prepaid and other		9,155			9,255
Total current assets		168,583			141,338
Property and equipment, net		9,633			12,686
Other assets
Investments		74,530			40,597
Deposits		10,160			10,160
Total assets	$	262,906		$	204,781
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	2,025,825		$	1,991,979
Accrued expenses		656,141			2,373,615
Advances, related party		155,363			148,759
Deferred revenue		32,170			-
Deposits		478,286			478,286
Promissory note, short term portion, net of debt discount of $80,754 and $-0- respectively		69,246			1,500,000
Notes payable, related party		2,242,262			2,333,059
Notes payable, net of debt discount		1,635,500			1,531,812
Derivative liabilities		399,328			741,271
Total current liabilities		7,694,121			11,098,781
Long term debt:
Promissory note, long term portion, net of debt discount of $259,720		1,288,043			-
Total liabilities		8,982,164			11,098,781
Commitments and contingencies		-			-
Stockholders' deficit:
Preferred stock, par value $0.001; 20,000,000 shares authorized, 20,000,000 issued and outstanding		20,000			20,000
Common stock, par value $0.001; 2,000,000,000 shares authorized, 977,806 and 581,433 shares issued and 939,954 and 581,433 outstanding as of September 30, 2015 and December 31, 2014, respectively		978			581
Additional paid in capital		112,134,904			109,519,913
Treasury stock, 37,852 shares		(157,664	)		-
Accumulated deficit		(120,717,476	)		(120,434,494	)
Total stockholders' deficit		(8,719,258	)		(10,894,000	)
Total liabilities and stockholders' deficit	$	262,906		$	204,781

See the accompanying notes to these financial statements

4

U.S. STEM CELL, INC.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2015			2014			2015			2014
Revenue:
Products	$	321,129		$	281,752		$	949,251		$	869,012
Services		236,483			297,784			663,225			694,852
Total revenue		557,612			579,536			1,612,476			1,563,864
Cost and operating expenses:
Cost of sales		243,940			455,603			868,742			782,487
Research and development		12,764			8,581			39,696			33,916
Marketing, general and administrative		563,676			1,580,325			2,252,057			3,289,419
Depreciation and amortization		1,328			1,759			3,947			3,745
Total operating expenses		821,708			2,046,268			3,164,442			4,109,567
Net loss from operations		(264,096	)		(1,466,732	)		(1,551,966	)		(2,545,703	)
Other income (expenses):
Gain on settlement of debt		58,873			85,229			2,097,483			2,272,283
Gain on change of fair value of derivative liability		374,684			239,296			260,953			61,339
Income from equity investment		11,625			-			23,934			-
Other income		10,131			-			13,282			-
Interest expense		(312,576	)		(331,026	)		(1,126,668	)		(1,035,118	)
Total other income (expenses)		142,737			(6,501	)		1,268,984			1,298,504
Net loss before income taxes		(121,359	)		(1,473,233	)		(282,982	)		(1,247,199	)
Income taxes (benefit)		-			-			-			-
NET LOSS	$	(121,359	)	$	(1,473,233	)	$	(282,982	)	$	(1,247,199	)
Net loss per common share, basic and diluted	$	(0.15	)	$	(2.84	)	$	(0.38	)	$	(2.68	)
Weighted average number of common shares outstanding, basic and diluted		835,113			519,135			736,269			464,608

See the accompanying notes to these financial statements

5

U.S. STEM CELL, INC.

CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT

NINE MONTHS ENDED SEPTEMBER 30, 2015

(unaudited)

									Additional
	Preferred stock				Common stock				Paid in		Treasury			Accumulated
	Shares		Amount		Shares		Amount		Capital		Stock			Deficit			Total
Balance, December 31, 2014		20,000,000	$	20,000		581,433	$	581	$	109,519,913	$	-		$	(120,434,494	)	$	(10,894,000	)
Common stock issued in settlement of accounts payable and accrued interest		-		-		22,182		22		165,390					-			165,412
Common stock issued in settlement of guarantor fees		-		-		24,353		24		170,077					-			170,101
Common stock issued in connection with settlement of other debt		-		-		247,524		248		1,295,340					-			1,295,588
Proceeds from issuance of common stock		-		-		95,664		96		582,712					-			582,808
Common stock issued in settlement of litigation		-		-		6,650		7		59,843					-			59,850
Purchase of 37,852 shares of Company's common stock at average cost of $4.17 per share		-		-		-		-		-		(157,664	)		-			(157,664	)
Stock based compensation		-		-		-		-		341,629		-			-			341,629
Net loss		-		-		-		-		-		-			(282,982	)		(282,982	)
Balance, September 30, 2015		20,000,000	$	20,000		977,806	$	978	$	112,134,904	$	(157,664	)	$	(120,717,476	)	$	(8,719,258	)

See the accompanying notes to these financial statements

6

U.S. STEM CELL, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine months ended September 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(282,982	)	$	(1,247,199	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,947			3,745
Bad debt expense		-			28,732
Discount on convertible debt		612,811			343,592
Change in fair value of derivative liability		(260,953	)		(61,339	)
Gain on settlement of debt		(2,097,483	)		(2,272,283	)
Common stock issued in settlement of litigation		59,850
Non cash payment of interest		227,396			385,501
Warrants issued in connection with joint venture agreement		-			136,837
Related party notes payable issued for services rendered		-			800,000
Income on equity investments		(23,934	)		-
Stock based compensation		341,629			446,366
(Increase) decrease in:
Receivables		1,639			(162,682	)
Prepaid and other current assets		100			(23,624	)
Increase (decrease) in:
Accounts payable		324,026			628,684
Accrued expenses		272,322			246,486
Deferred revenue		32,170			-
Net cash used in operating activities		(789,462	)		(747,184	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for investments		(10,000	)		-
Purchase of treasury stock		(157,664	)		-
Acquisitions of property and equipment		(894	)		(8,121	)
Net cash used by investing activities		(168,558	)		(8,121	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net		582,808			428,251
Proceeds from related party advances		6,604			26,759
Proceeds from exercise of stock options and warrants		-			136,000
Proceeds from notes payable		541,410			388,000
Repayments of notes payable		(143,818	)		(223,340	)
Net cash provided in financing activities		987,004			755,670
Net increase in cash and cash equivalents		28,984			365
Cash and cash equivalents, beginning of period		36,674			46,227
Cash and cash equivalents, end of period	$	65,658		$	46,592
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	273,883		$	161,532
Income taxes paid	$	-		$	-
Non cash financing activities:
Common stock issued in settlement of notes payable	$	623,237		$	938,075
Common stock issued in settlement of accounts payable	$	165,412		$	857,445
Common stock issued in settlement of guarantor fees	$	170,101		$	-
Promissory note issued in exchange for subordinated debt and accrued expenses	$	1,697,762		$	-
Common stock issued in settlement of related party notes and advances payable	$	-		$	862,880

See the accompanying notes to these financial statements

7

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed financial statements follows:

General

The accompanying unaudited condensed financial statements of U.S. Stem Cell, Inc. (f.k.a. Bioheart, Inc.), (the “Company”), have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results from operations for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015. The unaudited condensed financial statements should be read in conjunction with the December 31, 2014 financial statements and notes thereto included in the Company’s Annual Report on Form 10-K.

Basis and business presentation

U.S. Stem Cell, Inc. (f.k.a. Bioheart, Inc.) (the “Company”) was incorporated under the laws of the State of Florida in August, 1999. The Company is in the cardiovascular sector of the cell technology industry delivering cell therapies and biologics that help address congestive heart failure, lower limb ischemia, chronic heart ischemia, acute myocardial infarctions and other issues. The business includes the development of proprietary cell therapy products as well as revenue generating physician and patient based regenerative medicine/cell therapy training services, cell collection and cell storage services, the sale of cell collection and treatment kits for humans and animals, and the operation of a cell therapy clinic. To date, the Company has not generated significant sales revenues in that they remain less than their total operating expenses, has incurred expenses, and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a research and development business enterprise.

On October 12, 2015, the Company amended its Articles of Incorporation to change its name to U.S. Stem Cell, Inc. and to implement a reverse stock split in the ratio of 1 share for every 1,000 shares of common stock. This amendment was approved and filed of record by the Florida Secretary of State on October 12, 2015, effective on October 19, 2015.  FINRA has declared the Company’s 1-for-1,000 reverse stock split market effective as of November 4, 2015. In addition, the ticker symbol will be BHRTD for 20 business days from November 4th 2015 at which point it will change to USRM. These financial statements have been retroactively restated to reflect the reverse stock split (see note 10).

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

At the time of each transaction, management assesses whether the fee associated with the transaction is fixed or determinable and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client.

8

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

Revenues for test kits and equipment sold are not recorded until test kits are delivered. The Company has revenue sharing arrangements for the sale of goods whereby the Company is the primary obligor, sets pricing with the customers and bears all associated credit risks with the customers. Sales under revenue share arrangements are recorded as gross sales and any portion shared with third parties under such arrangements are classified as selling expense due to the nature of the marketing activities performed by the third party. Revenues from trainings are not recorded until the completion of the training. Any cash received as a deposit for trainings are recorded by the company as a liability.

Patent treatments and laboratory services revenue are recognized when those services have been completed or satisfied.

Revenues for bank sales are accounted for as Multiple-Element Arrangements under ASC 605-10 which incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets.

At September 30, 2015 and December 31, 2014, the Company had deferred revenues of $32,170 and $-0-, respectively.

Accounts Receivable

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition.

Allowance for Doubtful Accounts

Any changes to the allowance for doubtful accounts on accounts receivable are changed to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of September 30, 2015 and December 31, 2014, allowance for doubtful accounts was $-0-.

Investments

The Company has adopted Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and Joint Ventures (“ASC 323-10) which requires the accounting for investments where the Company can exert significant influence, but not control of a joint venture or equity investment. The Company accounted for its 33 percent ownership of U.S. Stem Cell Clinic, LLC utilizing the equity method of accounting.

Net Loss per Common Share, basic and diluted

The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Shares issuable upon conversion of convertible debt, stock options and warrants have been excluded as common stock equivalents in the diluted loss per share for the three and nine months ended September 30, 2015 and 2014 because their effect is anti-dilutive on the computation. Fully diluted shares outstanding were 1,206,554 and 659,543 for the three months ended September 30, 2015 and 2014, respectively and 1,107,710 and 605,016 for the nine months ended September 30, 2015 and 2014, respectively.

9

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

Stock based compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of September 30, 2015, there were outstanding stock options to purchase 73,804 shares of common stock, 44,468 shares of which were vested.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts does not exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management.

As of September 30, 2015, five customers represented 15%, 5%, 7%, 15% and 14% respectively for an aggregate of 56% of the Company’s accounts receivable. As of December 31, 2014, two customers represented 38% and 17%, for an aggregate of 55%, of the Company’s accounts receivable.

For the three months ended September 30, 2015, the Company’s revenues earned from the sale of products and services were $557,612, of which one customer represented 11% of the Company’s revenues. For the three months ended September 30, 2014, the Company’s revenues earned from the sale of products and services were $579,536, of which no customers represented 10% or more of the Company’s revenues.

For the nine months ended September 30, 2015, the Company’s revenues earned from the sale of products and services were $1,612,476, of which no customers represented 10% or more of the Company’s revenues. For the nine months ended September 30, 2014, the Company’s revenues earned from the sale of products and services were $1,563,864, of which one customer represented 11% of the Company’s revenues.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $12,764 and $39,696 for the three and nine months ended September 30, 2015, respectively; and $8,581 and $33,916 for the three and nine months ended September 30, 2014, respectively.

Fair Value

Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

10

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.

Derivative Instrument Liability

The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At September 30, 2015 and December 31, 2014, the Company did not have any derivative instruments that were designated as hedges.

At September 30, 2015 and December 31, 2014, the Company had outstanding convertible notes that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. (See Note 7 and Note 9)

Reliance on Key Personnel and Consultants

The Company has four full-time employees and one part-time employee. The Company is heavily dependent on the continued active participation of its two current executive officers, one employee and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.

Reclassification

Certain reclassifications have been made to prior periods’ data to conform with the current year’s presentation. These reclassifications had no effect on reported income or losses.

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

NOTE 2 — GOING CONCERN MATTERS

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed financial statements, during nine months ended September 30, 2015, the Company incurred an operating loss of $1,551,966 and used $789,462 in cash for operating activities. As of September 30, 2015, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $7.5 million. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

11

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

NOTE 3 — INVESTMENTS

Investment is comprised of a 33% ownership of U.S. Stem Cell Clinic, LLC, accounted for using the equity method of accounting. The investments in 2014 and 2015 of cash and expenses paid on U.S. Stem Cell Clinic, LLC’s behalf were an aggregate of $59,714. The Company’s 33% income earned by U.S. Stem Cell Clinic, LLC of $11,625 and $23,934 for the three and nine months ended September 30, 2015, respectively, (inception to date income of $14,816) was recorded as other income/expense in the Company’s Statement of Operations in the appropriate periods and increased the carrying value of the investment to $74,530.

NOTE 4 — PROPERTY AND EQUIPMENT

Property and equipment as of September 30, 2015 and December 31, 2014 summarized as follows:

	September 30, 2015			December 31, 2014
Laboratory and medical equipment	$	353,252		$	352,358
Furniture, fixtures and equipment		125,634			125,634
Computer equipment		47,647			47,647
Leasehold improvements		362,046			362,046
		888,579			887,685
Less accumulated depreciation and amortization		(878,946	)		(874,999	)
	$	9,633		$	12,686

Property and equipment are recorded on the basis of cost. For financial statement purposes, property, plant and equipment are depreciated using the straight-line method over their estimated useful lives.

Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its property and equipment for impairment in accordance with the guidance for impairment of long lived assets.

NOTE 5 — ACCRUED EXPENSES

Accrued expenses consisted of the following as of September 30, 2015 and December 31, 2014:

	September 30, 2015		December 31, 2014
Amounts payable to the Guarantors of the Company’s loan agreement with Bank of America and Seaside Bank, including fees and interest	$	40,205	$	1,533,217
Interest payable on notes payable		451,937		685,575
Vendor accruals and other		141,582		120,836
Employee commissions, compensation, etc.		22,417		33,987
	$	656,141	$	2,373,615

During the nine months ended September 30, 2014, the Company issued an aggregate of 45,232 shares of its common stock in settlement of outstanding accounts payable and accrued expenses. In connection with the issuance, the Company incurred $105,737 loss in settlement of debt.

During the nine months ended September 30, 2015, the Company issued an aggregate of 20,819 shares of its common stock in settlement of outstanding accounts payable. In connection with the issuance, the Company incurred $86,763 gain in settlement of debt.

12

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

During the nine months ended September 30, 2015, the Company incurred a gain of $50,638 in relief of accounts payable.

During the nine months ended September 30, 2015, the Company issued an aggregate of 24,353 shares of its common stock in settlement of accumulative outstanding accounts payable due to Guarantors of the Company of $961,124.  In connection with the issuance, the Company incurred a $791,024 gain in settlement of debt.

During the nine months ended September 30, 2015, the Company settled an outstanding subordinated debt, related accrued interest and accounts payable due to the guarantor by issuing a five year, non-interest bearing note payable.  (See Note 7).  In connection with the note issuance, the Company settled $624,737 of outstanding guarantor fees.

NOTE 6 – STOCK PURCHASE AGREEMENT

On October 23, 2014, the Company, entered into a common stock purchase agreement (the “Purchase Agreement”) with Magna Equities II, LLC, a New York limited liability company (the “Investor”).  The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, the Investor is committed to purchase up to $3,000,000 (the “Total Commitment”) worth of the Company’s common stock, $0.001 par value (the “Shares”), over the 24-month term of the Purchase Agreement.

From time to time over the term of the Purchase Agreement, commencing on the trading day immediately following the date on which the initial registration statement was declared effective by the Securities and Exchange Commission (the “Commission”), the Company may provide the Investor with a draw down notice to purchase a specified dollar amount of Shares, with each draw down subject to certain limitations. The Company may not deliver any Draw Down Notice to the Investor if the Initial Purchase Price with respect to the Shares subject to such Draw Down Notice is less than $2.50 as of the date the applicable Draw Down Notice is received by the Investor (the “Draw Down Exercise Date”).

The applicable Initial Purchase Price, the “Initial Purchase Price”, is defined as a price equal to 93% of the lowest of (i) the arithmetic average of the three lowest daily volume weighted average prices for the Company’s common stock (the “VWAP”) during the 10 consecutive trading days ending on the trading day immediately preceding the applicable Draw Down Exercise Date, (ii) the arithmetic average of the three lowest closing sale prices for the Company’s common stock during the 10 consecutive trading days ending on the trading day immediately preceding the applicable Draw Down Exercise Date and (iii) the closing sale price for the Company’s common stock on the trading day immediately preceding the applicable Draw Down Exercise Date.

In 2014, the Company paid to the Investor as a commitment fee for entering into the Purchase Agreement equal an aggregate of to 12,000 shares of the Company’s common stock.

During the nine months ended September 30, 2015, the Company issued an aggregate of 87,812 shares of its common stock in exchange for $521,538 under the Purchase Agreement. (See Note 10)

NOTE 7 — NOTES PAYABLE

Notes payable were comprised of the following as of September 30, 2015 and December 31, 2014:

	September 30, 2015			December 31, 2014
Seaside Bank note payable.	$	980,000		$	980,000
Hunton & Williams notes payable		384,972			384,972
Asher notes payable		66,000			151,000
Daniel James Management notes payable		75,000			75,000
Fourth Man, LLC notes payable		75,000			75,000
Magna Group note payable		64,595			205,000
Power Up Lending Group notes payable		169,965			-
Total notes payable		1,815,532			1,870,972
Less unamortized debt discount		(180,032	)		(339,160	)
Total notes payable net of unamortized debt discount	$	1,635,500		$	1,531,812

13

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

Seaside Bank

On October 25, 2010, the Company entered into a Loan Agreement with Seaside National Bank and Trust for a $980,000 loan at 4.25% per annum interest that was used to refinance the Company’s loan with Bank of America. The obligation is guaranteed by certain shareholders of the Company. The Company renewed the loan with Seaside National Bank and Trust during the first quarter of 2014 to extend the maturity date to December 23, 2015.

Hunton & Williams Notes

At September 30, 2015 and December 31, 2014, the Company has two outstanding notes payable with interest at 8% per annum due at maturity. The two notes, $61,150 and $323,822, are payable in one balloon payment upon the date the Noteholder provides written demand, however the Company is not obligated to make payments until the Northstar (or successor) Loan is paid off.

Asher Notes (During this period)

During the nine months ended September 30, 2015, the Company entered into Securities Purchase Agreements with Asher Enterprises, Inc. (“Asher”) or affiliates, for the sale of 8% convertible notes in aggregate principal amount of $180,000 (the “Asher Notes”). The Company incurred legal fees in the amount of $15,000 which were deducted from the proceeds of the notes.

The Asher Notes bear interest at the rate of 8% per annum. As of the nine months ended September 30, 2015, all interest and principal must be repaid nine months from the issuance date, with the last note being due February 6, 2016. The Asher Notes are convertible into shares of common stock, at Asher’s option, at a 45% discount to the average of the three lowest closing bid prices of the shares of common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the Asher Notes. (see note 9)

These embedded derivatives included certain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Asher Notes and to fair value as of each subsequent reporting date, which at September 30, 2015 was $72,522. At the inception of the Asher Notes, the Company determined the aggregate fair value of $211,575 of the embedded derivatives.

During the nine months ended September 30, 2015, $151,000 of notes plus accrued interest that were outstanding at December 31, 2014, and $114,000 of notes plus accrued interest that were issued during 2015, were converted into shares of the Company’s common stock (see Note 10).

The remaining aggregate Asher Notes unconverted principle balance as of September 30, 2015 was $66,000.

Daniel James Management (During this period)

During the nine months ended September 30, 2015, the Company entered into Securities Purchase Agreements with Daniel James Management (“Daniel”) for the sale of 9.5% convertible note in aggregate principal amount of $100,000 (the “Daniel Notes”).

The Daniel Notes bear interest at the rate of 9.5% per annum. As of the nine months ended September 30, 2015, all interest and principal must be repaid one year from the issuance date, with the last note being due September 1, 2016. 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 9).

14

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

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, 2015 was $110,537. At the inception of the Daniel Notes, the Company determined the aggregate fair value of $180,930 of the embedded derivatives.

During the nine months ended September 30, 2015, $75,000 of notes plus accrued interest that were outstanding at December 31, 2014, and $25,000 of notes plus accrued interest that were issued during 2015, were converted into shares of the Company’s common stock (see Note 10).

The remaining aggregate Daniel Notes unconverted principle balance as of September 30, 2015 was $75,000.

Fourth Man, LLC (During this period)

During the nine months ended September 30, 2015, the Company entered into Securities Purchase Agreements with Fourth Man, LLC. (“Fourth Man”), for the sale of a 9.5% convertible notes in the aggregate principal amount of $100,000 (the “Notes”).

The Notes bears interest at the rate of 8% to 9.5% per annum. As of the nine months ended September 30, 2015, all interest and principal must be repaid one year from the issuance date, with the last note being due July 31, 2016. The Notes are convertible into shares of common stock, at Fourth Man’s option, at a 47% discount to the lowest closing bid price 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 9)

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, 2015 was $108,731.  At the inception of the Fourth Man Notes, the Company determined the aggregate fair value of $198,855 of the embedded derivatives.

During the nine months ended September 30, 2015, $75,000 of notes plus accrued interest that were outstanding at December 31, 2014, and $25,000 of notes plus accrued interest that were issued during 2015, were converted into shares of the Company’s common stock (see Note 10).

The remaining aggregate Fourth Man, LLC Notes unconverted principle balance as of September 30, 2015 was $75,000.

Magna Group (During this period)

On August 6, 2015, the Company amended the securities purchase agreement with Magna amending the maturity date of its convertible notes payable with Magna from August 7, 2015 to November 7, 2015.  This amendment also changes to conversion price of the notes from $0.01035 to the lesser of a) $0.006 or b) a 40% discount from the lowest trading price in the five trading days prior to conversion.

The Company has identified the embedded derivatives related to the Magna Notes. These embedded derivatives included certain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Magna Notes and to fair value as of each subsequent reporting date which at September 30, 2015 was $83,787.

15

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

During the nine months ended September 30, 2015, $140,405 of notes that were outstanding at December 31, 2014, plus accrued interest, were converted into shares of the Company’s common stock (see Note 10). The remaining aggregate Magna notes unconverted principle balance as of September 30, 2015 was $64,595.

PowerUp Lending Group, Ltd

In July 2015, the Company entered into two revenue based factoring agreements and received an aggregate of $180,000 (less origination fees of $3,590) in exchange for $243,000 of future receipts relating to monies collected from customers or other third party payors. Under the terms of the agreements, the Company is required to make daily payments equal to the greater of $1,464 or 20% of the Company’s daily cash or monetary sales receipts over the term of the agreements (ranging from 126 to 189 business days). The Company has recorded a debt discount which is being amortized to interest expense over the term of the agreements. At September 30. 2015, the Company has recorded interest expense in the amount of $20,014 under the terms of the agreement. The remaining unamortized debt discount at September 30, 2015 is $46,576.

Promissory note

At December 31, 2014, a related party to one of the Company’s former officers provided notes in aggregate of $1,500,000.  As of December 31, 2014, these notes were not considered as related party. The notes range from 4.75% to 8% per annum and are due upon payoff of the Northstar note payable described in Note 8.

On June 1, 2015, the Company issued an amended and restated promissory note of $1,697,762 in settlement of the $1,500,000 outstanding subordinated debt (See Note 12), related accrued interest of $373,469 and accumulated and unpaid guarantor fees of $624,737 (See Note 5).

The note is unsecured and non-interest bearing with four semi-annual payments of $75,000 beginning on December 31, 2015 with the remaining unpaid balance due June 1, 2020.

The Company imputed an interest rate of 5% and discounted the promissory note accordingly. The imputed debt discount of $368,615 is amortized to interest expense using the effective interest method.

In connection with the settlement, the Company recorded a gain on settlement of debt of $1,169,058.

For the three and nine months ended September 30, 2015, the Company amortized $21,396 and $28,141 of debt discounts to current period operations as interest expense, respectively.

Summary:

The Company has identified the embedded derivatives related to the Asher, Daniel, Fourth Man LLC and Magna notes. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of these notes and to fair value as of each subsequent reporting date which at September 30, 2015 was $375,577. The fair value of the embedded derivatives at issuance of the Asher, Daniel, Fourth Man and Magna Notes, was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 111.98% to 147.97%, (3) weighted average risk-free interest rate of 0.17% to 0.37%, (4) expected lives of 0.75 to 1.00 years, and (5) estimated fair value of the Company’s common stock from $0.0019 to $0.0127 per share.

The initial fair value of the embedded debt derivative of $591,360 was allocated as a debt discount up to the proceeds of the notes ($363,964) with the remainder ($227,396) charged to current period operations as interest expense. For the three and nine months ended September 30, 2015, the Company amortized an aggregate of $207,196 and $632,825 of debt discounts to current period operations as interest expense, respectively.

16

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

NOTE 8 — RELATED PARTY TRANSACTIONS

Advances

As of September 30, 2015 and December 31, 2014, the Company’s officers and directors have provided advances in the aggregate of $155,363 and $148,759, respectively, for working capital purposes. The advances are unsecured, due on demand and non-interest bearing.

Notes payable-related party

Northstar Biotechnology Group, LLC

On February 29, 2012, a note issued to BlueCrest Master Fund Limited was assigned to Northstar Biotechnology Group, LLC (“Northstar”), owned partly by certain directors and existing shareholders of the Company, including Dr. William P. Murphy Jr., Dr. Samuel Ahn and Charles Hart. At the date of the assignment, the principal amount of the BlueCrest note was $544,267.

On March 30, 2012, the Company and Northstar agreed to extend until May 1, 2012 the initial payment date for any and all required monthly under the Note, such that the first of the four monthly payments required under the Note will be due and payable on May, 2012 and all subsequent payments will be due on a monthly basis thereafter commencing on June 1, 2012, and to waive any and all defaults and/or events of default under the Note with respect to such payments. The Company did not make the required payment, and as a result, was in default of the revised agreement The Company renegotiated the terms of the Note and Northstar agreed to suspend the requirement of principal payments by the Company and allow payment of interest-only in common stock.

On September 21, 2012, the Company issued 5,000 common stock purchase warrants to Northstar that was treated as additional interest expense upon issuance.

On October 1, 2012, the Company and Northstar entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000 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 was 12.85% per annum. The parties agreed, as of February 28, 2013, to reduce the interest rate to 7% per annum.

In connection with the consideration paid, Northstar waived, from the effective date through the earlier of termination or expiration of the agreement, satisfaction of the obligations as described in the forbearance agreement.

In 2012, 5,000,000 shares of Series A Convertible Preferred Stock were approved to be issued, which was subsequently increased to 20,000,000 shares of preferred stock as Series A Convertible Preferred Stock. In addition, the Company is obligated to issue additional preferred stock equal in lieu of payment of cash of accrued and unpaid interest on each six month anniversary of the effective date (October 1, 2012). In lieu of the initial two payments in preferred stock, the parties have determined to modify the voting rights of the Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stock holders to 25 votes per share on matters to be voted on by the common stock holders and all prior and subsequent payments of interest will be in common stock. The Company is required to issue additional shares of its common stock (as amended), in lieu of cash, each six month anniversary of the effective date for any accrued and unpaid interest.

17

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

As described above, during the year ended December 31, 2013, the Company issued the 5,000,000 shares of Series A Convertible Preferred Stock and the 10,000 of common stock described above in exchange for the $210,000 as payment towards outstanding principle of the debt. In addition, the Company issued 15,000,000 shares of Series A Convertible Preferred Stock as a penalty in settlement of the terms of the forbearance agreement. The fair value of the Preferred Stock of $274,050 was included in interest expense for the year ended December 31, 2013.

On September 30, 2013, the Company issued 8,772 shares of its common stock as payment of $100,000 towards cash advances.

On December 24, 2013, the Company issued 3,916 shares of its common stock as payment of accrued interest through June 30, 2013 of $85,447.

On April 2, 2014, the Company issued 275 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2014 per the forbearance agreement.

On September 17, 2014, limited waiver and forbearance agreement entered into on October 1, 2012 to provide that the perpetual license on products as described for resale, relicensing and commercialization outside the United States was amended as such to condition upon NorthStar providing certain financing, which financing the Company, in its sole discretion, could decline and retain the license.

On October 3, 2014, the Company issued 515 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2014 per the forbearance agreement.

On April 3, 2015, the Company issued 1,363 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2015 per the forbearance agreement.

As of September 30, 2015 and December 31, 2014, the principle of this note was $362,000.

	September 30, 2015		December 31, 2014
Notes payable, Dr Murphy	$	465,240	$	465,240
Note payable, Mr. Tomas		252,250		331,354
Note payable, Mr. Tomas		375,000		375,000
Note payable, Mr. Tomas		500,000		500,000
Note payable, Ms. Comella		287,772		299,465
Total	$	1,880,262	$	1,971,059

Notes payable, Dr. Murphy

At September 30, 2015 and December 31, 2014, the Company has outstanding notes payable to Dr. Murphy with interest at 8% per annum due at maturity in aggregate $465,240. Of the outstanding balance, certain subordinated notes totaling $100,000 and $140,000 were previously due on November 30, 2012 and June 4, 2011 respectively, and are unsecured. The Company is not obligated to make payment until Northstar (or successor) Loan is paid off.

Notes payable, Mr. Tomas

In 2013, the Company issued a promissory note payable for previous advances and accrued compensation. The promissory note bears interest of 5% per annum and due on demand. During the nine months ended September 30, 2015, the Company paid off $79,104 of the outstanding promissory note. The principle outstanding balance of this note as of September 30, 2015 is $252,250.

18

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

On August 1, 2013, the Company issued a $375,000 promissory note due on demand in settlement of accrued compensation. The promissory note bears interest of 5% per annum and is due on demand. The principle outstanding balance of this note as of September 30, 2015 is $375,000.

On July 1, 2014, the Company issued a $500,000 promissory note in settlement of accrued compensation. The promissory note bears interest of 5% per annum and was due on January 1, 2015. The principle outstanding balance of this note as of September 30, 2015 is $500,000.

Notes payable, Ms. Comella

On July 1, 2014, the Company issued a $300,000 promissory note in settlement of accrued compensation. The promissory note bears interest of 5% per annum and due on January 1, 2015. During the nine months ended September 30, 2015, the Company paid off $11,693 of the outstanding promissory note. The principle outstanding balance of this note as of September 30, 2015 is $287,772.

Transactions with Pavilion

During the three and nine months ended September 30, 2015, the Company purchased $69,973 and $242,271 lab kits, respectively, from Pavillion, Inc., a related party, whose owner is related to an officer of the Company.

NOTE 9 — DERIVATIVE LIABILITIES

Reset warrants

On October 1, 2012, in connection with the forbearance agreement with Northstar as discussed in Note 8 above, the Company issued an aggregate of 15,000 common stock purchase warrants to purchase the Company’s common stock with an exercise price of $0.014 per share for ten years with anti-dilutive (reset) provisions.

The Company has identified embedded derivatives related to the issued warrants. These embedded derivatives included certain and anti-dilutive (reset) provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to fair value as of each subsequent reporting date.

At September 30, 2015, the fair value of the reset provision related to the embedded derivative liability of $23,751 was determined using the Binomial Option Pricing model with the following assumptions: dividend yield: 0%; volatility: 136.32%; risk free rate: 1.74%; and expected life: 7.00 years. The Company recorded a gain on change in derivative liabilities of $58,760 and $126,168 during the three and nine months ended September 30, 2015, respectively.

Convertible notes

In 2014 and the nine months ended September 30, 2015, the Company issued convertible notes (see Note 7 above).

These notes are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of these notes and to fair value as of each subsequent reporting date.

19

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

The fair value of the embedded derivatives at September 30, 2015, in the amount of $375,577, was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 136.32%, (3) weighted average risk-free interest rate of 0.01 to 0.33%, (4) expected lives of 0.25 to 0.92 years, and (5) estimated fair value of the Company’s common stock of $0.0019 per share. The Company recorded a gain on change in derivative liabilities of $315,924 and $134,784 during the three and nine months ended September 30, 2015, respectively.

Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.

NOTE 10 — STOCKHOLDERS’ EQUITY

On October 12, 2015, the Company filed an amendment to its Articles of Incorporation and effected a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock, $0.001 par value, effective November 19, 2015. The Financial Industry Regulatory Authority (“FINRA”) declared the ex-dividend date for the dividend date as November 4, 2015.  All per share amounts and number of shares in the condensed financial statements and related notes have been retroactively restated to reflect the reverse stock split as if it had occurred on the first day of the first period presented resulting in the transfer of $580,852 from common stock to additional paid in capital at December 31, 2014.

During the nine months ended September 30, 2015, the Company issued an aggregate of 20,819 shares of its common stock in the amount of $152,777 for the settlement of outstanding accounts payable and accrued expenses. In connection with the issuance of the shares the Company recognized a gain on settlement of accounts payable and accrued expenses in the amount of $86,763 (see Note 5).

During the nine months ended September 30, 2015, the Company issued 6,650 shares of common stock in settlement of litigation. In connection with the issuances, the Company recognized a loss in the amount of $59,850, which is included in the marketing, general and administration expense in the Statement of Operations (see Note 12).

On April 3, 2015, the Company issued 1,363 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2015 per the forbearance agreement on Northstar note (See Note 8).

During the nine months ended September 30, 2015, the Company issued an aggregate of 247,524 shares of its common stock for the conversion of $623,237 of notes payable and related accrued interest. Upon conversion of the notes, the Company recorded an adjustment to the derivative liability in the amount of $672,350 (see Note 13).

During the nine months ended September 30, 2015, the Company purchased 37,852 shares of the Company’s common stock in the open market at an average cost of $4.17 per share.

During the nine months ended September 30, 2015, the Company issued an aggregate of 87,812 shares of common stock in exchange for $521,538 under the stock purchase agreement with Magna Equities II, LLC (see Note 6), and issued an aggregate of 7,852 shares of common stock in exchange for $61,270. In connection with the stock sale, the Company issued an aggregate of 1,443,656 warrants to purchase the Company’s common stock (see Note 11).

During the nine months ended September 30, 2015, the Company issued an aggregate of 24,353 shares of its common stock in settlement of accumulative outstanding accounts payable due to Guarantors of the Company of $961,125. In connection with the issuance, the Company incurred a $791,024 gain in settlement of debt.

20

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

NOTE 11 — STOCK OPTIONS AND WARRANTS

Stock Options

In December 1999, the Board of Directors and shareholders adopted the 1999 Officers and Employees Stock Option Plan, or the Employee Plan, and the 1999 Directors and Consultants Stock Option Plan, or the Director Plan. The Employee Plan and the Director Plan are collectively referred to herein as the Plans. The Plans are administered by the Board of Directors and the Compensation Committee.

The objectives of the Plans include attracting and retaining key personnel by encouraging stock ownership in the Company by such persons. In February 2010, the Directors & Consultants Plan was amended to extend the termination date of the Plan to December 1, 2011.

On April 1, 2013, the Board of Directors approved, subject to shareholder approval, the establishment of the Bioheart 2013 Omnibus Equity Compensation Plan, or the “2013 Omnibus Plan”. The 2013 Omnibus Plan reserves up to fifty thousand shares of common stock for issuance. On August 4, 2014, the Board of Directors approved to set the reserve to one hundred thousand shares of common stock for issuance and to close the 1999 Officers and Employees Stock Option Plan. On February 2, 2015, at the annual meeting of shareholders, the majority of shareholders approved the 2013 Omnibus Equity Compensation Plan. On November 2, 2015, the Board of Directors approved the increase of the reserve under the 2013 Omnibus Plan to (pre-split) five hundred million shares of common stock for issuance.

A summary of options at September 30, 2015 and activity during the nine months then ended is presented below:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)
Options outstanding at January 1, 2014		23,921		$	150.00	9.0
Granted		43,148		$	23.00	10.0
Exercised		—		$
Forfeited/Expired		(136	)	$	5,200.00
Options outstanding at December 31, 2014		66,933		$	56.00	8.9
Granted		7,100		$	11.16	10.0
Exercised		—
Forfeited/Expired		(229	)	$	5,112.48
Options outstanding at September 30, 2015		73,804		$	36.32	8.3
Options exercisable at September 30, 2015		44,468		$	46.41	8.3
Available for grant at September 30, 2015		89,400

The following information applies to options outstanding and exercisable at September 30, 2015:

		Options Outstanding					Options Exercisable
		Shares		Weighted- Average Remaining Contractual Term	Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
$	0.00 – $20.00		52,690	8.2	$	16.73		34,490	$	16.38
$	20.01 – $30.00		19,849	8.8	$	26.96		8,713	$	26.94
$	30.01 – $100.00		300	5.9	$	70.00		300	$	70.00
$	>100.00		965	4.3	$	1,243.27		965	$	1,243.27
			73,804	8.3	$	36.32		44,468	$	46.41

21

U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

On February 2, 2015, the Company issued an aggregate 7,000 options to purchase the Company’s common stock at $11.16 per share to members of the Board of Directors, vesting immediately and exercisable over 10 years. The aggregate fair value of $121,735, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 142.65% and Risk free rate: 1.68%.

On August 24, 2015, the Company issued 100 options to purchase the Company’s common stock at $5.31 per share to a consultant, vesting immediately and exercisable over 4 years. The aggregate fair value of $347, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 129.01% and Risk free rate: 1.39%.

The fair value of all options vesting during the three and nine months ended September 30, 2015 of $73,520 and $345,761, respectively, was charged to current period operations. The fair value of all options vesting during the three and nine months ended September 30, 2014 of $164,247 and $407,616, respectively, was charged to period operations.

Warrants

A summary of common stock purchase warrants at September 30, 2015 and activity during the period then ended is presented below:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)
Outstanding at January 1, 2014		118,134		$	220.00		6.3
Issued		57,582		$	20.00		8.2
Exercised		(11,918	)	$	10.00
Expired		(13,178	)	$	80.00
Outstanding at December 31, 2014		150,620		$	10.00		6.6
Issued		1,444		$	11.27		10.0
Exercised				$
Expired		(13,325	)	$	24.00
Outstanding at September 30, 2015		138,739		$	182.90		6.5
Exercisable at September 30, 2015		133,194		$	100.27		6.6

The following information applies to common stock purchase warrants outstanding and exercisable at September 30, 2015:

		Warrants Outstanding						Warrants Exercisable
		Shares		Weighted- Average Remaining Contractual Term		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
$	0.01 – $20.00		94,108		7.0	$	15.54		94,108	$	15.54
$	20.01 – $30.00		29,743		6.3	$	24.52		27,743	$	24.72
$	30.01 – $50.00		6,253		3.4	$	48.36		4,253	$	48.49
$	50.01 – $60.00		543		2.2	$	60.00		543	$	60.00
$	>60.00		8,092		4.4	$	2,823.67		6,547	$	1,675.28
			138,739		6.5	$	182.90		133,194	$	100.27

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U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

In conjunction with the authorized issuance of common stock, the Company granted 1,444 common stock purchase warrants during the nine months ended September 30, 2015. The warrants are exercisable at an exercise price of approximately $11.27 per share for ten years.

NOTE 12 — COMMITMENTS AND CONTINGENCIES

Litigation

On March 19 2015, the Company settled a prospective dispute with a third party over the use of proprietary information through the issuance of 6,650 shares of common stock. (See Note 10)

On November 10, 2014, the Company was served with a lawsuit by an alleged assignee and a guarantor to a Loan Guarantee, Payment and Security Agreement. These parties claim breach of that Agreement and damages of approximately $2.3 Million plus interest. The assignor and assignee also sued the Company’s directors and two past directors and an affiliate shareholder for breach of fiduciary duty, claiming damages as alleged creditors arising out of these parties’ alleged participation in Northstar Biotech Group, LLC, a secured creditor of the Company. On June 1, 2015, the Company settled the lawsuit. As part of the settlement, the Company recorded a gain of $1,169,058. The Company provided a note to the original guarantor in the amount of $1,697,762, to be paid over a five year period with a 0% interest rate.

The Company is subject to other legal proceedings that arise in the ordinary course of business. In the opinion of management, as of September 30, 2015, the amount of ultimate liability with respect to such matters, if any, in excess of applicable insurance coverage, is not likely to have a material impact on the Company’s business, financial position, results of operations or liquidity. However, as the outcome of litigation and other claims is difficult to predict significant changes in the estimated exposures could exist.

NOTE 13 — FAIR VALUE MEASUREMENT

The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

All items required to be recorded or measured on a recurring basis are based upon level 3 inputs.

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U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements.

The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.

As of September 30, 2015 or December 31, 2014, the Company did not have any items that would be classified as level 1 or 2 disclosures.

The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in notes 7 and 9. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed in Notes 7 and 9 are that of volatility and market price of the underlying common stock of the Company.

As of September 30, 2015 and December 31, 2014, the Company did not have any derivative instruments that were designated as hedges.

The derivative liability as of September 30, 2015, in the amount of $399,328 has a level 3 classification.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2015:

	Warrant Liability			Debt Derivative
Balance, December 31, 2013		146,855		$	256,956
Total (gains) losses
Initial fair value of debt derivative at note issuance		—			1,443,708
Initial fair value of derivative relating to reset warrants		—			—
Mark-to-market at December 31, 2014:		3,065			(429,018	)
Transfers out of Level 3 upon increase in authorized shares		—			—
Transfers out of Level 3 upon conversion and settlement of notes		—			(680,295	)
Balance, December 31, 2014	$	149,920		$	591,351
Total (gains) losses
Initial fair value of debt derivative at note issuance		—			591,360
Mark-to-market at September 30, 2015:		(126,169	)		(134,784	)
Transfers out of Level 3 upon conversion or payoff of notes payable		—			(672,350	)
Balance, September 30, 2015	$	23,751		$	375,577
Net gain for the period included in earnings relating to the liabilities held at September 30, 2015	$	126,169		$	134,784

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U.S. STEM CELL, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2015

(unaudited)

Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. The Company’s stock price decreased approximately 82% from December 31, 2014 to September 30, 2015. As the stock price decreases for each of the related derivative instruments, the value to the holder of the instrument generally decreases.. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments.

The estimated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in a higher fair value measurement.

NOTE 14 — SUBSEQUENT EVENTS

Subsequent stock issuances

In October and November 2015, the Company issued an aggregate of 252,157 shares of its common stock in settlement of $136,095  of outstanding convertible notes payable and $7,499 accrued interest; 14,848 shares of its common stock in settlement of services of approximately $65,015. In addition, the Company issued an aggregate 38,678 shares of its common stock in settlement of $100,000 principal and $12,705 accrued interest on Northstar debt. The Company also issued an aggregate of 274,211 shares of its common stock in settlement of $471,000 of outstanding notes payable and advances to related parties.

Subsequent financing

On October 1, 2015, the Company entered into a Securities Purchase Agreement with Magna Equities, II, LLC for the sale of 12% convertible note in the principal amount of $160,000 (the “Note”).

The Note bears interest at the rate of 12% per annum. All interest and principal must be repaid on August 1, 2016. The Note is convertible into common stock, at Magna Equities, II, LLC’s option, at a $0.72 per share or if a registration statement registering the underlying shares of common stock is not filed within 70 days, 45%  of the lowest trading price during five consecutive trading days prior to conversion with anti-dilutive provisions.

On October 7, 2015, the Company entered into a Securities Purchase Agreement with Fourth Man, LLC., for the sale of a 9.5% convertible note in the principal amount of $25,000 (the “Note”).

The Note bears interest at the rate of 9.5% per annum. All interest and principal must be repaid on October 6, 2016. The Note is convertible into common stock, at Fourth Man’s option, at a 47% discount to the lowest daily closing trading price of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal at 150%, interest and any other amounts.

The Company amended its Articles of Incorporation to change its name to U.S. Stem Cell, Inc. and to implement a reverse stock split in the ratio of 1 share for every 1,000 shares of common stock. This amendment was approved and filed of record by the Florida Secretary of State on October 12, 2015, effective on October 19, 2015.  FINRA has declared the Company’s 1-for-1,000 reverse stock split market effective as of November 4, 2015. The number of authorized shares of common and preferred stock remained unchanged.  All fractional shares will be rounded up. In addition, the ticker symbol will be BHRTD for 20 business days on November 4th2015 and will change to USRM (OTC Markets) on December 2, 2015.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated, references in this Quarterly Report on Form 10-Q to “we,” “us,” and “our” are to the Company, unless the context requires otherwise. The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our unaudited condensed interim financial statements and the accompanying related notes included in this quarterly report and our audited financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission.

Cautionary Statement Regarding Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Any such forward-looking statements would be contained principally in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail in “Risk Factors.” Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Additional information concerning these and other risks and uncertainties is contained in our filings with the Securities and Exchange Commission, including the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014.

Unless otherwise indicated or the context otherwise requires, all references in this Form 10-Q to “we,” “us,” “our,” “our company,” “U. S. Stem Cell, Inc. (f.k.a. Bioheart)” or the “Company” refer to U.S. Stem Cell, Inc. (f.k.a. Bioheart, Inc.) and its subsidiaries.

Our Ability to Continue as a Going Concern

Our independent registered public accounting firm has issued its report dated March 16, 2015, in connection with the audit of our annual financial statements as of December 31, 2014, that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern and Note 2 to the unaudited financial statements for the period ended September 30, 2015 also describes the existence of conditions that raise substantial doubt about our ability to continue as a going concern.

Overview

We are an emerging enterprise in the regenerative medicine/cellular therapy industry. We are focused on the discovery, development and commercialization of cell based therapeutics that prevent, treat or cure disease by repairing and replacing damaged or aged tissue, cells and organs and restoring their normal function. Our business includes the development of proprietary cell therapy products as well as revenue generating physician and patient based regenerative medicine / cell therapy training services, cell collection and cell storage services, the sale of cell collection and treatment kits for humans and animals, and the operation of a cell therapy clinic.

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US Stem Cell Training, (“SCT”), an operating division of our company, is a content developer of regenerative medicine/cell therapy informational and training materials for physicians and patients. SCT also provides in-person and online training courses which are delivered through in-person presentations at SCT’s state of the art facilities and globally at university, hospital and physician’s office locations as well as through online webinars. Additionally, SCT provides hands-on clinical application training for physicians and health care professionals interested in providing regenerative medicine / cell therapy procedures.

Vetbiologics, (“VBI”), an operating division of our company, is a veterinary regenerative medicine company committed to providing veterinarians with the ability to deliver the highest quality regenerative medicine therapies to dogs, cats and horses. VBI provides veterinarians with extensive regenerative medicine capabilities including the ability to isolate regenerative stem cells from a patient’s own adipose (fat) tissue directly on-site within their own clinic or stall-side.

US Stem Cell Clinic, LLC, (“SCC”), a partially owned investment of our company, is a physician run regenerative medicine/cell therapy clinic providing cellular treatments for patients afflicted with neurological, autoimmune, orthopedic and degenerative diseases. SCC is operating in compliance with the FDA 1271s which allow for same day medical procedures to be considered the practice of medicine. We isolate stem cells from bone marrow and adipose tissue and also utilize platelet rich plasma.

U.S. Stem Cell, Inc.’s comprehensive map of products and services:

All living complex organisms start as a single cell that replicates, differentiates (matures) and perpetuates in an adult organism through its lifetime. Cellular therapy is the process that uses cells to prevent, treat or cure disease, or regenerate damaged or aged tissue. To date, the most common type of cell therapy has been the replacement of mature, functioning cells such as through blood and platelet transfusions. Since the 1970s, first bone marrow and then blood and umbilical cord-derived stem cells have been used to restore bone marrow, as well as blood and immune system cells damaged by the chemotherapy and radiation that are used to treat many cancers. These types of cell therapies are standard of practice world-wide and are typically reimbursed by insurance.

Within the field of cell therapy, research and development using stem cells to treat a host of diseases and conditions has greatly expanded. Stem cells (in either embryonic or adult forms) are primitive and undifferentiated cells that have the unique ability to transform into or otherwise affect many different cells, such as white blood cells, nerve cells or heart muscle cells. Our cell therapy development efforts are focused on the use of adult stem cells; those cells which are found in the muscle, fat tissue and peripheral blood.

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There are two general classes of cell therapies: Patient Specific Cell Therapies ("PSCTs") and Off-the-Shelf Cell Therapies ("OSCTs"). In PSCTs, cells collected from a person (“donor”) are transplanted, with or without modification, to a patient (“recipient”). In cases where the donor and the recipient are the same individual, these procedures are referred to as “autologous”. In cases in which the donor and the recipient are not the same individual, these procedures are referred to as “allogeneic.” Autologous cells offer a low likelihood of rejection by the patient and we believe the long-term benefits of these PSCTs can best be achieved with an autologous product. In the case of OSCT, donor cells are expanded many fold in tissue culture, and large banks of cells are frozen in individual aliquots that may result in treatments for as many as 10,000 people from a single donor tissue. By definition, OSCTs are always allogeneic in nature.

Various adult stem cell therapies are in clinical development for an array of human diseases, including autoimmune, oncologic, neurologic and orthopedic, among other indications. While no assurances can be given regarding future medical developments, we believe that the field of cell therapy holds the promise to better the human experience and minimize or ameliorate the pain and suffering from many common diseases and/or from the process of aging.

According to Robin R. Young’s Stem Cell Summit Executive Summary-Analysis and Market Forecasts 2014-2024, the United States stem cell therapy market is estimated to grow from an estimated $237 million in 2013 to more than $5.7 billion in 2020.

Specific to cellular therapy, we are focused on the discovery, development and commercialization of autologous cellular therapies for the treatment of chronic and acute heart damage as well as vascular and autoimmune diseases.

In our pipeline, we have multiple product candidates for the treatment of heart damage, including MyoCell and Myocell SDF-1. MyoCell and MyoCell SDF-1 are autologous muscle-derived cellular therapies designed to populate regions of scar tissue within a patient’s heart with new living cells for the purpose of improving cardiac function in chronic heart failure patients.

MyoCell SDF-1 is intended to be an improvement to MyoCell. MyoCell SDF-1 is similar to MyoCell but the myoblast cells to be injected for use in MyoCell SDF-1 are modified prior to injection by an adenovirus vector or non-viral vector so that they will release extra quantities of the SDF-1 protein, which expresses angiogenic factors.

AdipoCell is a patient-derived cell therapy proposed for the treatment of lower limb ischemia and potentially, among other autoimmune diseases, rheumatoid arthritis. We hope to demonstrate that these product candidates are safe and effective complements to existing therapies for chronic and acute heart damage.

Our Clinical Development Pipeline Chart:

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Our mission is to advance to market novel regenerative medicine and cellular therapy products that substantially benefit humankind. Our business strategy is, to the extent possible, finance our clinical development pipeline through revenue (cash in-flows) generated through the marketing and sales of unique educational and training services, animal health products and personalized cellular therapeutic treatments.

A fundamental shift in venture capital investment strategies where, management believes, financial sponsorship is now directed toward commercial or near commercial enterprises has required us to adapt our mission combining immediate revenue generating opportunities with longer-term development programs. Accordingly, we have developed a multifaceted portfolio of revenue generating products and services in our US Stem Cell Training, Vetbiologics, and US Stem Cell Clinic, operating divisions that will, if successful, financially support its clinical development programs. Our goal is to maximize shareholder value through the generation of short-term profits that increase cash in-flows and decrease the need for venture financings – a modern biotechnology company development strategy.

Today, our company is a combination of opportunistic business enterprises. We estimate that the products and services we offer through US Stem Cell Training, Vetbiologics, and US Stem Cell Clinics has the potential, although we cannot provide assurances as to if and when it will be accomplished, to drive up to $100 million dollars in cumulative peak annual revenues. What we are establishing is a foundation of value in the products and services we are and plan to sell from US Stem Cell Training, Vetbiologics, and US Stem Cell clinics. Our strategy is to expand the revenues generated from each of these operating divisions and to reinvest the profits we generate into our clinical development pipeline.

On January 29th, 2015 we announced an update and diversification of our clinical development pipeline. Our cardiovascular and vascular product candidates have been streamlined, putting, we believe, our best opportunities at the forefront of our efforts. The MYOCELL and MYOCELL SDF-1 candidates will, in our opinion, advance forward in the treatment of chronic heart failure (CHF). We are in active prospective partnering discussion for the MYOCELL SDF-1 program. Partnering, we contend, will enhance our capabilities, reduce our development cost through cost sharing and potentially accelerate our time to approval and commercialization. We will apply our ADIPOCELL technology to the treatment of critical limb ischemia. Additionally, we have expanded and diversified our clinical development pipeline to include autoimmune disease, specifically applying ADIPOCELL to the treatment of Rheumatoid Arthritis (RA). We believe that updating and diversifying our clinical development programs increases the probability of our success, brings operational and fiscal clarity to our company, and will ultimately enhance shareholder value.

We will continue to evaluate and act upon opportunities to increase our top line revenue position and that correspondingly increase cash in-flows. These opportunities include but are not limited to the development and marketing of new products and services, mergers and acquisitions, joint ventures, licensing deals and more.

Further, if the opportunity presents itself whereby we can raise additional capital at a reasonable fair market value, our management will do so. Accordingly, we plan to continue in our efforts to restructure, equitize or eliminate legacy balance sheet issues that are obstacles to market capitalization appreciation and capital fund raising.

Following the quarter ended September 30, 2015, we amended our Articles of Incorporation to change our name to U.S. Stem Cell, Inc. and to implement a reverse stock split in the ratio of 1 share for every 1,000 shares of common stock. This amendment was approved and filed of record by the Florida Secretary of State on October 12, 2015, effective on October 19, 2015.  FINRA has declared our 1-for-1,000 reverse stock split market effective as of November 4, 2015. The number of authorized shares of common and preferred stock remained unchanged.  All fractional shares will be rounded up. The trading symbol after December 2, 2015 will be USRM (OTC Markets).

Results of Operations Overview

We are a research and development company and our MyoCell product candidate has not received regulatory approval or generated any material revenues and is not expected to until 2016, if ever. We have generated substantial net losses and negative cash flow from operations since inception and anticipate incurring significant net losses and negative cash flows from operations for the foreseeable future as we continue clinical trials, undertake new clinical trials, apply for regulatory approvals, make capital expenditures, add information systems and personnel, make payments pursuant to our license agreements upon our achievement of certain milestones, continue development of additional product candidates using our technology, establish sales and marketing capabilities and incur the additional cost of operating as a public company.

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Three Months Ended September 30, 2015 as compared to the Three Months Ended September 30, 2014

Revenues

We recognized revenues of $557,612 for the three months ended September 30, 2015, generated from the sales of kits and equipment, services, MyoCath Catheters, AdipoCell, and laboratory services. We recognized revenues of $579,536 for the three months ended September 30, 2014 from the sale of MyoCath catheters, AdipoCell, physician training, patient studies and laboratory services. The differential in revenue reflected a moderate decrease based on the products and services provided.

Cost of Sales

Cost of sales consists of the costs associated with the production of MyoCath, laboratory supplies necessary for laboratory services, production of AdipoCell systems and materials, physician course materials, test kits and clinic supplies required for patient studies.

Cost of sales was $243,940 and $455,603 in the three month periods ended September 30, 2015 and 2014, respectively. Associated gross margins were $313,672 (56.3%) and $123,933 (21.4%) for the three months periods ended September 30, 2015 and 2014, respectively. During the three months ended September 30, 2014, we recognized expense related to employee bonuses that directly affected the 2014 margins.

Research and Development

Our research and development expenses consist of costs incurred in identifying, developing and testing our products and services. Research and development expenses were $12,764 in the three month period ended  September 30, 2015, an increase of $4,183 from the research and development expenses of $8,581 in the three month period ended  September 30, 2014. Our increase is proportionate to our increase in management focus on research and development and its corresponding ongoing costs. The timing and amount of our planned research and development expenditures is dependent on our ability to obtain additional financing.

Marketing, General and Administrative

Our marketing, general and administrative costs were $563,676 for the three month period ended September 30, 2015 compared to $1,580,325 for the three month period ended September 30, 2014, a decrease of $1,016,649. The decrease in costs primarily due bonuses paid in 2014, of $500,000, reduction of stock based compensation of $51,918 reduction in service providers and professional fees of $299,087 and reduction in commission expense of $49,242.

Our marketing, general and administrative expenses primarily consist of the costs associated with our general management and product and service marketing programs, including, but not limited to, salaries and related expenses for executive, administrative and marketing personnel, rent, insurance, legal and accounting fees, consulting fees, travel and entertainment expenses, conference costs and other clinical marketing and trade program expenses.

Gain on settlement of debt

During the three months ended September 30, 2015, we incurred a gain of $58,873 in open accounts payable during the current period as compared to a net aggregate gain of $85,229 for the same period last year.

Gain (loss) on change in fair value of derivative liabilities

During 2014 and 2015, we issued convertible promissory notes with an embedded derivative, all requiring us to fair value the derivatives each reporting period and mark to market as a non-cash adjustment to our current period operations. This resulted in a gain of $374,684 and $239,296 on change in fair value of derivative liabilities for the three months ended September 30, 2015 and 2014, respectively.

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Interest Expense

Interest expense during the three months ended September 30, 2015 was $312,576 compared to $331,026 three months ended September 30, 2014. Interest expense primarily consists of interest incurred on the principal amount of the Northstar loan, our former Bank of America loan, the Seaside National Bank loan, accrued fees and interest payable to the Guarantors, and the amortization of debt discounts and non-cash interest incurred relating to our issued convertible notes payable. The debt discounts amortization and non-cash interest incurred during the three months ended September 30, 2015 and 2014 was $246,289 and $246,602, respectively.

Nine Months Ended September 30, 2015 as compared to the Nine Months Ended September 30, 2014

Revenues

We recognized revenues of $1,612,476 for the nine months ended September 30, 2015, generated from the sales of kits and equipment, services, MyoCath Catheters, AdipoCell, and laboratory services. We recognize revenues of $1,563,864 for the nine months ended September 30, 2014 from the sale of MyoCath catheters, AdipoCell, physician training, patient studies and laboratory services. The increase in revenue resulted from the growth of the sale of our products and services.

Cost of Sales

Cost of sales consists of the costs associated with the production of MyoCath, laboratory supplies necessary for laboratory services, production of AdipoCell systems and materials, physician course materials, test kits and clinic supplies required for patient studies.

Cost of sales was $868,742 and $782,487 in the nine month periods ended September 30, 2015 and 2014, respectively. Associated gross margins were $743,734 (46.1%) and $781,377 (50.0%) for the nine months periods ended September 30, 2015 and 2014, respectively. During the nine months ended September 30, 2014, we recognized expense related to employee bonuses that directly affected the 2014 margins.

Research and Development

Our research and development expenses consist of costs incurred in identifying, developing and testing our products and services. Research and development expenses were $39,696 in the nine month period ended September 30, 2015, an increase of $5,780 from the research and development expenses of $33,916 in the nine month period ended September 30, 2014. Our increase is proportionate to our increase in management focus on research and development and its corresponding ongoing costs. The timing and amount of our planned research and development expenditures is dependent on our ability to obtain additional financing.

Marketing, General and Administrative

Our marketing, general and administrative costs were $2,252,058 for the nine month period ended September 30, 2015 compared to $3,289,419 for the nine month period ended September 30, 2014, a decrease of $1,037,361. The decrease in costs primarily due bonuses paid in 2014 of $500,000, reduction of stock based compensation of $104,736, reduction in service providers and professional fees of $327,695 and reduction in commission expense of $136,635.

Our marketing, general and administrative expenses primarily consist of the costs associated with our general management and product and service marketing programs, including, but not limited to, salaries and related expenses for executive, administrative and marketing personnel, rent, insurance, legal and accounting fees, consulting fees, travel and entertainment expenses, conference costs and other clinical marketing and trade program expenses.

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Gain on settlement of debt

During the nine months ended September 30, 2015, we settled $1,585,862 in guarantor fees, accrued interest of $373,469 and an outstanding note payable of $1,500,000 for a net gain of $1,960,082. In addition, we incurred a gain of $137,401 in open accounts payable. In the nine months ended September 30, 2014, we settled outstanding debt and related accrued interest for a net gain of $81,568, licensing fees settled for a gain of $2,122,130 and a gain on settlement of accounts payable of $68,585.

Gain (loss) on change in fair value of derivative liabilities

During 2014 and 2015, we issued convertible promissory notes with an embedded derivative, all requiring us to fair value the derivatives each reporting period and mark to market as a non-cash adjustment to our current period operations. This resulted in a gain of $260,953 and $61,339 on change in fair value of derivative liabilities for the nine months ended September 30, 2015 and 2014, respectively.

Interest Expense

Interest expense during the nine months ended September 30, 2015 was $1,126,668 compared to $1,035,118 nine months ended September 30, 2014. Interest expense primarily consists of interest incurred on the principal amount of the Northstar loan, our former Bank of America loan, the Seaside National Bank loan, accrued fees and interest payable to the Guarantors, the amortization of debt discounts and non-cash interest incurred relating to our issued convertible notes payable. The debt discounts amortization and non-cash interest incurred during the nine months ended September 30, 2015 and 2014 was $860,221 and $729,093, respectively.

Stock-Based Compensation

Stock-based compensation reflects our recognition as an expense of the value of stock options and other equity instruments issued to our employees and non-employees over the vesting period of the options and other equity instruments. We have granted to our employees options to purchase shares of common stock at exercise prices equal to the fair market value of the underlying shares of common stock at the time of each grant, as determined by our Board of Directors, with input from management.

The Company follows Accounting Standards Codification subtopic 718-10. Compensation (“ASC 718-10”) which requires that all share-based payments to both employee and non-employees be recognized in the income statement based on their fair values.

In awarding our common stock, our Board of Directors considered a number of factors, including, but not limited to:

● our financial position and historical financial performance;

● arm’s length sales of our common stock;

● the development status of our product candidates;

● the business risks we face;

● vesting restrictions imposed upon the equity awards; and

● an evaluation and benchmark of our competitors; and

● prospects of a liquidity event.

In April 1, 2013, the Board of Directors authorized, (and approved by our shareholders on February 2, 2015), the establishment of the Bioheart 2013 Omnibus Equity Compensation Plan, or the “2013 Omnibus Plan”. The 2013 Omnibus Plan reserves up to fifty thousand shares of common stock for issuance, subsequently increased to 100,000 on November 3, 2014. We currently have 89,400 available to future issuances.

32

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While our critical accounting policies are described in Note 1 to our financial statements appearing elsewhere in this report, we believe the following policies are important to understanding and evaluating our reported financial results:

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

At the time of each transaction, management assesses whether the fee associated with the transaction is fixed or determinable and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client.

Revenues for test kits and equipment sold are not recorded until test kits are delivered. We have revenue sharing arrangements for the sale of goods whereby the Company is the primary obligor, sets pricing with the customers and bears all associated credit risks with the customers. Sales under revenue share arrangements are recorded as gross sales and any portion shared with third parties under such arrangements are classified as selling expense due to the nature of the marketing activities performed by the third party. Revenues from trainings are not recorded until the completion of the training. Any cash received as a deposit for trainings are recorded by the company as a liability.

Patent treatments and laboratory services revenue are recognized when those services have been completed or satisfied.

Revenues for bank sales are accounted for as Multiple-Element Arrangements under ASC 605-10 which incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets.

Research and Development Activities

We account for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.

Derivative financial instruments

Accounting Standards Codification subtopic 815-40, Derivatives and Hedging, Contracts in Entity’s own Equity (“ASC 815-40”) became effective for the Company on October 1, 2009. The Company has identified the embedded derivatives related to the issued Notes and anti-dilutive warrants. These embedded derivatives included in our debt contain certain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Asher Notes and to fair value as of each subsequent reporting date.

33

Inflation

Our opinion is that inflation has not had, and is not expected to have, a material effect on our operations.

Climate Change

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

Concentrations of Credit Risk

As of September 30, 2015, five customers represented 15%, 5%, 7%, 15% and 14% respectively for an aggregate of 56% of the Company’s accounts receivable. As of December 31, 2014, two customers represented 38% and 17%, for an aggregate of 55%, of the Company’s accounts receivable.

Liquidity and Capital Resources

In the nine months ended September 30, 2015, we continued to finance our considerable operational cash needs with cash generated from financing activities.

Operating Activities

Net cash used in operating activities was $789,462 in the nine month period ended September 30, 2015 as compared to $747,184 of cash used in the nine month period ended in September 30, 2014.

Our use of cash for operations in the nine months ended September 30, 2015 reflected a net loss generated during the period of $282,982, adjusted for non-cash items such as stock-based compensation of $341,629, depreciation of $3,947, amortization of debt discounts of $612,811, and non-cash interest expense of $227,396, net with gain on change in fair value of derivative liabilities of $260,953, net gain on settlement of debt of $2,097,483 and income from investments of $23,934. In addition we had a net decrease in operating assets of $1,739 and an increase in accrued expenses of $272,322, in accounts payable of $324,026 and deferred revenue of $32,170.

Investing Activities

Net cash used in investing activities was $168,558 for the nine months ended September 30, 2015 were to acquire office equipment of $894, additional investment of $10,000 and purchase of treasury stock of $157,664 as compared to $8,121 of cash used for the purchase of equipment for the same period of 2014.

Buy-Back Program

On January 13, 2015, we issued a press release announcing that our Board of Directors approved a share repurchase program authorizing us to repurchase outstanding common stock when beneficially prudent for our company and our shareholders. As of September 30, 2015, we have purchased an aggregate of 37,852 shares of our common stock pursuant to our share repurchase program. The share repurchase program authorizing us to repurchase outstanding common stock by our company and our directors has continued through the final quarter of 2015.

Financing Activities

Net cash provided by financing activities was an aggregate of $987,004 in the nine month period ended September 30, 2015 as compared to $755,670 in the nine month period ended in September 30, 2014. In the nine month period ended September 30, 2015 we sold, in private placements, shares of common stock and common stock purchase warrants for aggregate net cash proceeds of $582,808 and received proceeds from issuance of note payable of $541,410 net with repayments of notes payable of $143,818 and received $6,604 related party advances.

34

Existing Capital Resources and Future Capital Requirements

Our MyoCell product candidate has not received regulatory approval or generated any material revenues. We do not expect to generate any material revenues or cash from sales of our MyoCell product candidate until commercialization of MyoCell, if ever. We have generated substantial net losses and negative cash flow from operations since inception and anticipate incurring significant net losses and negative cash flows from operations for the foreseeable future. Historically, we have relied on proceeds from the sale of our common stock and our incurrence of debt to provide the funds necessary to conduct our research and development activities and to meet our other cash needs.

At September 30, 2015, we had cash and cash equivalents totaling $65,658. However our working capital deficit as of such date was approximately $7.5 million. Our independent registered public accounting firm has issued its report dated March 16, 2015 in connection with the audit of our financial statements as of December 31, 2014 that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern and Note 2 of our unaudited financial statement for the quarter ended September 30, 2015 addresses the issue of our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required under Regulation S-K for “smaller reporting companies.”

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on their evaluation, as of September 30, 2015, our management has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, summarized, processed and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

Changes In Internal Control Over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

On November 10, 2014, the Company was served with a lawsuit by an alleged assignee and a guarantor to a Loan Guarantee, Payment and Security Agreement. These parties claim breach of that Agreement and damages of approximately $2.3 Million plus interest. The assignor and assignee also sued the Company’s directors and two past directors and an affiliate shareholder for breach of fiduciary duty, claiming damages as alleged creditors arising out of these parties’ alleged participation in Northstar Biotech Group, LLC, a secured creditor of the Company. On June 1, 2015, the Company settled the lawsuit.

Apart from the above, our Company is not involved in any material litigation pursuant to Item 103 of Regulation S-K. However, the biotechnology and medical device industries have been characterized by extensive litigation regarding patents and other intellectual property rights. In addition, from time to time, we may become involved in litigation relating to claims arising from the ordinary course of our business.

Item 1A. Risk Factors

Not required under Regulation S-K for “smaller reporting companies.”

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the nine months ended September 30, 2015, the Company sold an aggregate of 7,852 shares of the Company’s common stock and common stock purchase warrants to purchase 1,444 shares of the Company’s common stock for aggregate gross cash proceeds of $61,270. The warrants are (i) exercisable solely for cash at an exercise prices of approximately $11.27 per share, (ii) non-transferable for six months following issuance and (iii) exercisable, in whole or in part, at any time during the period commencing on the date that is six months and one day following the date of issuance and ending on the tenth year anniversary of the date of issuance.

The issuance of such shares of our common stock was effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act of 1933, as mended (the “Securities Act”) and in Section 4(2) of the Securities Act, based on the following: the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

Item 3. Defaults Upon Senior Securities

There were no defaults upon senior securities during the period ended September 30, 2015.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

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Item 6. Exhibits

Exhibit No.	Exhibit Description
3.1(6)	Amended and Restated Articles of Incorporation of the registrant, as amended
3.2(9)	Articles of Amendment to the Articles of Incorporation of the registrant
3.3(37)	Articles of Amendment to the Articles of Incorporation of the registrant
3.3(8)	Amended and Restated Bylaws
4.1(5)	Loan and Security Agreement, dated as of May 31, 2007 by and between BlueCrest Capital Finance, L.P. and the registrant

4.2(12)	Notice of Event of Default, from BlueCrest Venture Finance Master Fund Limited to the Company, dated January 28, 2009
4.3(12)	Notice of Acceleration, from BlueCrest Venture Finance Master Fund Limited to the Company, dated February 2, 2009
4.4(13)	Amendment to Loan and Security Agreement, between the Company and BlueCrest Venture Finance Master Fund Limited, dated as of April 2, 2009
4.5(13)	Grant of Security Interest (Patents), between the Company and BlueCrest Venture Finance Master Fund Limited, dated as of April 2, 2009
4.6(13)	Security Agreement (Intellectual Property), between the Company and BlueCrest Venture Finance Master Fund Limited, dated as of April 2, 2009
4.7(13)	Subordination Agreement, by Hunton & Williams, LLP in favor of BlueCrest Venture Finance Master Fund Limited, entered into and effective April 2, 2009
4.8(13)	Amended and Restated Promissory Note, dated April 2, 2009, by the Company to BlueCrest Venture Finance Master Fund Limited
4.9(13)	Warrant to purchase 1,315,542 shares of the registrant’s common stock, dated April 2, 2009, issued to BlueCrest Venture Finance Master Fund Limited
4.10(14)	Warrant to purchase 451,043 shares of the registrant’s common stock, dated April 2, 2009, issued to Rogers Telecommunications Limited
4.11(14)	Warrant to purchase 173,638 shares of the registrant’s common stock, dated April 2, 2009, issued to Hunton & Williams, LLP
4.12(4)	Warrant to purchase shares of the registrant’s common stock issued to Howard J. Leonhardt and Brenda Leonhardt
4.12(19)	10% Convertible Promissory Note Due July 23, 2010, in the amount of $20,000, payable to Dana Smith
4.13(19)	10% Convertible Promissory Note Due July 23, 2010, in the amount of $100,000, payable to Bruce Meyers
4.14(19)	Registration Rights Agreement, dated July 23, 2009
4.15(4)	Warrant to purchase shares of the registrant’s common stock issued to the R&A Spencer Family Limited Partnership
4.15(19)	Subordination Agreement, dated July 23, 2009
4.16(19)	Note Purchase Agreement, dated July 23, 2009
4.17(19)	Closing Confirmation of Conversion Election, dated July 23, 2009
4.20(6)	Warrant to purchase shares of the registrant’s common stock issued to Samuel S. Ahn, M.D.
4.23(7)	Warrant to purchase shares of the registrant’s common stock issued to Howard and Brenda Leonhardt
4.27(11)	Form of Warrant Agreement for October 2008 Private Placement
4.30(19)	10% Convertible Promissory Note Due July 23, 2010, in the amount of $100,000, payable to Bruce Meyers
4.31(34)	Series A Convertible Preferred Stock
4.32(35)	Amendment to the Series A Convertible Preferred Stock
4.33(36)	Senior Convertible Note, dated October 1, 2015.
10.1**(1)	1999 Officers and Employees Stock Option Plan
10.2**(1)	1999 Directors and Consultants Stock Option Plan
10.3(1)	Form of Option Agreement under 1999 Officers and Employees Stock Option Plan

37

10.4(3)	Form of Option Agreement under 1999 Directors and Consultants Stock Option Plan
10.5**(4)	Employment Letter Agreement between the registrant and Scott Bromley, dated August 24, 2006.
10.6(1)	Lease Agreement between the registrant and Sawgrass Business Plaza, LLC, as amended, dated November 14, 2006.
10.7(1)	Asset Purchase Agreement between the registrant and Advanced Cardiovascular Systems, Inc., dated June 24, 2003.
10.8(4)	Conditionally Exclusive License Agreement between the registrant, Dr. Peter Law and Cell Transplants International, LLC, dated February 7, 2000, as amended.
10.9(4)	Loan Guarantee, Payment and Security Agreement, dated as of June 1, 2007, by and between the registrant, Howard J. Leonhardt and Brenda Leonhardt
10.10(4)	Loan Guarantee, Payment and Security Agreement, dated as of June 1, 2007, by and between the registrant and William P. Murphy Jr., M.D.
10.11(4)	Loan Agreement, dated as of June 1, 2007, by and between the registrant and Bank of America, N.A.
10.13(4)	Warrant to purchase shares of the registrant’s common stock issued to Howard J. Leonhardt and Brenda Leonhardt
10.14(4)	Warrant to purchase shares of the registrant’s common stock issued to William P. Murphy, Jr., M.D.
10.16(4)	Material Supply Agreement, dated May 10, 2007, by and between the registrant and Biosense Webster
10.17(5)	Warrant to purchase shares of the registrant’s common stock issued to BlueCrest Capital Finance, L.P.
10.18(6)	Loan Guarantee, Payment and Security Agreement, dated as of September 12, 2007, by and between the registrant and Samuel S. Ahn, M.D.
10.19(6)	Loan Guarantee, Payment and Security Agreement, dated as of September 12, 2007, by and between the registrant and Dan Marino
10.21(6)	Loan Guarantee, Payment and Security Agreement, dated as of September 19, 2007, by and between the registrant and Jason Taylor
10.22(7)	Loan Guarantee, Payment and Security Agreement, dated as of October 10, 2007, by and between the registrant and Howard and Brenda Leonhardt
10.24(7)	Second Amendment to Loan Guarantee, Payment and Security Agreement, dated as of October 10, 2007, by and between the registrant and Howard and Brenda Leonhardt
10.25(7)	Second Amendment to Loan Guarantee, Payment and Security Agreement, dated as of October 10, 2007, by and between the registrant and William P. Murphy, Jr., M.D.
10.26**(10)	Bioheart, Inc. Omnibus Equity Compensation Plan
10.28(11)	Form of Registration Rights Agreement for October 2008 Private Placement
10.29(19)	10% Convertible Promissory Note Due July 23, 2010, in the amount of $20,000, payable to Dana Smith
10.31(19)	Registration Rights Agreement, dated July 23, 2009
10.32(19)	Subordination Agreement, dated July 23, 2009
10.33(19)	Note Purchase Agreement, dated July 23, 2009
10.34(19)	Closing Confirmation of Conversion Election, dated July 23, 2009
10.35**(20)	Amended and Restated 1999 Directors and Consultants Stock Option Plan
10.36(21)	Preliminary Commitment Letter with Seaside National Bank and Trust, dated September 30, 2010.

10.37(22)	Loan Agreement with Seaside National Bank and Trust, dated October 25, 2010.
10.38(22)	Promissory Note with Seaside National Bank and Trust, dated October 25, 2010.
10.39(22)	Amended and Restated Loan and Security Agreement with BlueCrest Venture Finance Master Fund Limited, dated October 25, 2010.

38

10.40(23)	Form of Subscription Agreement, executed November 30, 2010.
10.41(23)	Form of Common Stock Purchase Warrant, issued November 30, 2010.
10.42(23)	Form of Registration Rights Agreement, dated November 30, 2010.
10.43(24)	Unsecured Convertible Promissory Note for $25,000, with Magna Group, LLC, dated January 3, 2011.
10.44(24)	Promissory Note for $139,728.82 with Magna Group, LLC, dated January 3, 2011.
10.45(24)	Securities Purchase Agreement with Magna Group, LLC, dated January 3, 2011.
10.46(24)	Subordination Agreement, dated January 3, 2011.
10.47(24)	Notice of Conversion Election, dated January 3, 2011.
10.48(25)	Unsecured Convertible Promissory Note for $34,750, with Magna Group, LLC, dated May 16, 2011.
10.49(25)	Promissory Note for $139,728.82 with Magna Group, LLC, dated May 16, 2011.
10.50(25)	Securities Purchase Agreement with Magna Group, LLC, dated May 16, 2011.
10.51(25)	Subordination Agreement, dated May 16, 2011.
10.52(26)	Promissory Note for $139,728.82 with Lotus Funding Group, LLC, dated June 15, 2011.
10.53(26)	Partial Assignment and Modification Agreement, dated June 15, 2011.
10.54(26)	Subordination Agreement, dated June 15, 2011.
10.55(27)	Promissory Note for $140,380.21 with Greystone Capital Partners, dated July 8, 2011.
10.56(27)	Partial Assignment and Modification Agreement, dated July 8, 2011.
10.57(28)	Subordination Agreement, dated July 8, 2011.
10.58(29)	Promissory Note for $139,728.82 with Greystone Capital Partners, dated August 1, 2011.
10.59(29)	Partial Assignment and Modification Agreement, dated August 1, 2011.
10.60(29)	Subordination Agreement, dated August 1, 2011.
10.61(30)	Promissory Note for $139,728.82 with Greystone Capital Partners, dated September 1, 2011.
10.62(30)	Partial Assignment and Modification Agreement, dated September 1, 2011.
10.63(30)	Subordination Agreement, dated September 1, 2011.
10.64(31)	Standby Equity Distribution Agreement dated as of November 2, 2011.
10.65(31)	Registration Rights Agreement dated as of November 2, 2011.
10.66(32)	Promissory Note for $139,728.82 with Greystone Capital Partners, dated January 3, 2012
10.67(32)	Term Note B Promissory Note for $139,728.82 with Greystone Capital Partners, dated January 3, 2012
10.68(32)	Unsecured Convertible Promissory Note for $63,000, with Asher Enterprises, Inc. dated April 2, 2012
10.69(32)	Unsecured Convertible Promissory Note for $125,000, with IBC Funds LLC., dated January 9, 2013
10.70(32)	Unsecured Convertible Promissory Note for $37,500, with Asher Enterprises, Inc. dated February 20, 2013
10.71(32)	Unsecured Convertible Promissory Note for $42,500, with Asher Enterprises, Inc. dated January 9, 2013
10.80(33)	2013 Bioheart, Inc. Omnibus Equity Compensation Plan
10.81(34)	Securities Purchase Agreement, dated as of October 7, 2014, by and between Magna Holdings I, LLC and Bioheart, Inc.
10.82(34)	Registration Rights Agreement, dated as of October 7, 2014, by and between Magna Holdings I, LLC and Bioheart, Inc.
10.83(34)	Common Stock Purchase Agreement, dated as of October 23, 2014, by and between Magna Equities II, LLC and Bioheart, Inc.
10.84(34)	Registration Rights Agreement, dated as of October 23, 2014, by and between Magna Equities II, LLC and Bioheart, Inc.
10.85(35)**	2013 Omnibus Equity Compensation Plan Amendment One.
10.86 (36)	Securities Purchase Agreement, dated as of October 1, 2015, by and between Magna Holdings I, LLC and Bioheart, Inc.
10.86**(36)	Registration Rights Agreement, dated as of October 1, 2015, by and between Magna Holdings I, LLC and Bioheart, Inc.
10.87**	2013 Bioheart, Inc. Omnibus Equity Compensation Plan (November 3, 2105)*

39

14.2(2)	Code of Business Conduct and Ethics
31.1*	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.LAB	XBRL Taxonomy Labels Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document
101.DEF	XBRL Definition Linkbase Document

*	Filed herewith
**	Indicates management contract or compensatory plan.
(1)	Incorporated by reference to the Company’s Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2007.
(2)	Incorporated by reference to Amendment No. 1 to the Company’s Form S-1 filed with the SEC on June 5, 2007.
(3)	Incorporated by reference to Amendment No. 2 to the Company’s Form S-1 filed with the SEC on July 12, 2007.
(4)	Incorporated by reference to Amendment No. 3 to the Company’s Form S-1 filed with the SEC on August 9, 2007.
(5)	Incorporated by reference to Amendment No. 4 to the Company’s Form S-1 filed with the SEC on September 6, 2007.
(6)	Incorporated by reference to Amendment No. 5 to the Company’s Form S-1 filed with the SEC on October 1, 2007.
(7)	Incorporated by reference to Post-effective Amendment No. 1 to the Company’s Form S-1 filed with the SEC on October 11, 2007.
(8)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 3, 2008.
(9)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2008.
(10)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2008.
(11)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2008.
(12)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2009.
(13)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 8, 2009.

(14)	Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2009.
(15)	Incorporated by reference to the Company’s Annual Report on Form 10-K/A filed with the SEC on April 30, 2009.
(16)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 18, 2009.
(17)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 20, 2009.
(18)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 9, 2009.
(19)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 3, 2009.
(20)	Incorporated by reference to Exhibit 4.6 to the Company’s Post-Effective Amendment to Registration Statement on Form S-8/A, filed with the SEC on June 2, 2010.
(21)	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 6, 2010.
(22)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 29, 2010.
(23)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2010.
(24)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 12, 2011.

40

(25)	Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on May 25, 2011
(26)	Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on June 21, 2011
(27)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 15. 2011
(28)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2011
(29)	Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on January 13, 2012
(30)	Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on January 30, 2012
(31)	Incorporated by reference to the Company Registration Statement on Form S-1/A filed with the SEC on February 8, 2012
(32)	Incorporated by reference to the Company Annual Report on Form 10-K filed with the SEC on March 29, 2013
(33)	Incorporated by reference to the Company Quarterly Report on Form 10-Q filed with the SEC on May 9, 2013

(34)	Incorporated by reference to the Company’s Registration Statement on Form S-1/A filed with the SEC on December 12, 2014.
(35)	Incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on December 19, 2014.
(36)	Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on October 2, 2015.
(37)	Incorporated by reference to the Company Current Report on Form 8-K filed with the SEC on November 4, 2015.

41

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		U.S. Stem Cell, Inc.
Date: November 05, 2015	By:	/s/ Mike Tomas
		Mike Tomas
		Chief Executive Officer &
		President and Principal Financial
		and Accounting Officer

42

EX-10.87

Exhibit 10.87

BIOHEART, INC.

2013 OMNIBUS EQUITY COMPENSATION PLAN

(as amended November 2, 2015)

TABLE OF CONTENTS

ARTICLE I	GENERAL PROVISIONS	3
ARTICLE II	DEFINITIONS	3
ARTICLE III	ADMINISTRATION	6
ARTICLE IV	INCENTIVE STOCK OPTIONS	10
ARTICLE V	NONQUALIFIED STOCK OPTIONS	11
ARTICLE VI	STOCK APPRECIATION RIGHTS	12
ARTICLE VII	INCIDENTS OF STOCK OPTIONS AND STOCK RIGHTS	13
ARTICLE VIII	RESTRICTED STOCK	15
ARTICLE IX	DEFERRED STOCK	17
ARTICLE X	STOCK AWARDS	18
ARTICLE XI	PERFORMANCE SHARES	19
ARTICLE XII	OTHER STOCK-BASED AWARDS	20
ARTICLE XIII	ACCELERATION EVENTS	22
ARTICLE XIV	AMENDMENT AND TERMINATION	24
ARTICLE XV	MISCELLANEOUS PROVISIONS	24

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ARTICLE I

GENERAL PROVISIONS

1.1           The Plan is designed for the benefit of the directors, executives, independent contractors, and key employees of the Company (i) to attract and retain for the Company personnel of exceptional ability; (ii) to motivate such personnel through added incentives to make a maximum contribution to greater profitability; (iii) to develop and maintain a highly competent management team; and (iv) to be competitive with other companies with respect to executive compensation.

1.2           Awards under the Plan may be made to Participants in the form of (i) Incentive Stock Options; (ii) Nonqualified Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Stock; (v) Deferred Stock; (vi) Stock Awards; (vii) Performance Shares; (viii) Other Stock-Based Awards; and (ix) other forms of equity-based compensation as may be provided and are permissible under this Plan and the law.

1.3           The Plan shall be effective on April 1, 2013 (the "Effective Date"), and was amended (as to the number of shares of common stock reserved) on November 3, 2014, subject to the approval of the Plan by a majority of the votes cast by the holders of the Company’s Common Stock, which may be voted at the next annual or special shareholder’s meeting. Any Awards granted under the Plan prior to such approval shall be effective when made (unless otherwise specified by the Committee at the time of grant) but shall be conditioned on, and subject to, the approval of the Plan by the Company’s shareholders.

ARTICLE II

DEFINITIONS

Except where the context otherwise indicates, the following definitions apply:

2.1           "Acceleration Event" means the occurrence of an event defined in Article XIII of the Plan.

2.2           "Act" means the Securities Exchange Act of 1934, as amended.

2.3           "Agreement" means the written agreement evidencing each Award granted to a Participant under the Plan.

2.4           "Award" means an award granted to a Participant in accordance with the provisions of the Plan, including, but not limited to, a Stock Option, Stock Right, Restricted or Deferred Stock, Stock Award, Performance Share, Other Stock-Based Award, or any combination of the foregoing.

2.5           "Board" means the Board of Directors of the Company.

2.6           "Change in Control" shall have the meaning set forth in Section 13.2 of the Plan.

2.7           "Change in Control Price" shall have the meaning set forth in Section 13.7 of the Plan.

2.8           "Code" means the Internal Revenue Code of 1986, as amended.

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2.9           "Committee" means the Compensation Committee of the Board, or in the absence of a Committee, the Board of Directors.

2.10         "Company" means Bioheart, Inc., a Florida corporation.

2.11         "Deferral Period" means the period commencing on the date an Award of Deferred Stock is granted and ending on such date as the Committee shall determine.

2.12         "Deferred Stock" means the stock awarded under Article IX of the Plan.

2.13         "Disability" means disability as determined under procedures established by the Committee or in any Award.

2.14         "Discount Stock Options" means the Nonqualified Stock Options, which provide for an exercise price of less than the Fair Market Value of the Stock at the date of the Award.

2.15         "Early Retirement" means retirement from active employment with the Company, with the express consent of the Committee, pursuant to the early retirement provisions established by the Committee or in any Award.

2.16         "Effective Date" shall have the meaning set forth in Section 1.3 of the Plan.

2.17         "Elective Deferral Period" shall have the meaning set forth in Section 9.3 of the Plan.

2.18         "Eligible Participant" means any director, executive or key employee of the Company, as shall be determined by the Committee, as well as any other person whose participation the Committee determines is in the best interest of the Company, subject to limitations as may be provided by the Code, the Act or the Committee. For purposes of Article IV and Incentive Stock Options that may be granted hereunder, the term "Eligible Participant" shall be limited to an executive or other key employee meeting the qualifications for receipt of an Incentive Stock Option under the provisions of Section 422 of the Code.

2.19         "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

2.20         "Fair Market Value" means, with respect to any given day, the closing price of the Stock reported on the Nasdaq Global Market tier of The Nasdaq Stock Market for such day, or if the Stock was not traded on the Nasdaq Global Market tier of The Nasdaq Stock Market on such day, then on the next day on which the Stock was traded, all as reported by such source as the Committee may select. The Committee may establish an alternative method of determining Fair Market Value. Notwithstanding the foregoing, the Committee shall, to the extent Section 409A of the Code applies, use a valuation method that satisfies Section 409A and any regulations thereunder.

2.21         "Incentive Stock Option" means a Stock Option granted under Article IV of the Plan, and as defined in Section 422 of the Code.

2.22         "Limited Stock Appreciation Rights" means a Stock Right which is exercisable only in the event of a Change in Control, as described in Section 6.8 of this Plan, which provides for an amount payable solely in cash, equal to the excess of the Stock Appreciation Right Fair Market Value of a share of Stock on the day the Stock Right is surrendered over the price at which a Participant could exercise a related Stock Option to purchase the share of Stock.

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2.23         "Nonqualified Stock Option" means a Stock Option granted under Article V of the Plan.

2.24         "Normal Retirement" means retirement from active employment with the Company or any Subsidiary on or after age 65, or pursuant to such other requirements as may be established by the Committee or in any Award.

2.25         "Option Grant Date" means, as to any Stock Option, the latest of:

(a)           the date on which the Committee grants the Stock Option to the Participant;

(b)           the date the Participant receiving the Stock Option becomes an employee of the Company or its Subsidiaries, to the extent employment status is a condition of the grant or a requirement of the Code or the Act; or

(c)           such other date (other than the dates described in (i) and (ii) above) as the Committee may designate.

2.26         "Other Stock-Based Award" means an Award under Article XII of the Plan that is valued in whole or in part by reference to, or is otherwise based on, Stock.

2.27         "Participant" means an Eligible Participant to whom an Award of equity-based compensation has been granted and who has entered into an Agreement evidencing the Award.

2.28         "Performance Share" means an Award under Article XI of the Plan of a unit valued by reference to a designated number of shares of Stock, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, Stock, or any combination thereof, upon achievement of such Performance Objectives during the Performance Period as the Committee shall establish at the time of such Award or thereafter.

2.29         "Performance Objectives" shall have the meaning set forth in Article XI of the Plan.

2.30         "Performance Period" shall have the meaning set forth in Article XI of the Plan.

2.31         "Plan" means the Bioheart, Inc. Omnibus Equity Compensation Plan, as amended from time to time.

2.32         "Related Stock Appreciation Right" shall have the meaning set forth in Section 6.1 of the Plan.

2.33         "Restricted Stock" means an Award of Stock under Article VIII of the Plan, which Stock is issued with the restriction that the holder may not sell, transfer, pledge, or assign such Stock and with such other restrictions as the Committee, in its sole discretion, may impose (including, without limitation, any restriction on the right to vote such Stock, and the right to receive any cash dividends), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

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2.34         "Restriction Period" means the period commencing on the date an Award of Restricted Stock is granted and ending on such date as the Committee shall determine.

2.35         "Retirement" means Normal or Early Retirement.

2.36         "Stock" means shares of common stock par value $.001 per share of the Company, as may be adjusted pursuant to the provisions of Section 3.10.

2.37         "Stock Appreciation Right" means a Stock Right, as described in Article VI of this Plan, which provides for an amount payable in Stock and/or cash, as determined by the Committee, equal to the excess of the Fair Market Value of a share of Stock on the day the Stock Right is exercised over the price at which the Participant could exercise a related Stock Option to purchase the share of Stock; provided that, such price shall not be less than one hundred percent (100%) of the Fair Market Value of the Stock on the date of grant.

2.38         "Stock Appreciation Right Fair Market Value" means a value established by the Committee for the exercise of a Stock Appreciation Right or a Limited Stock Appreciation Right.

2.39         "Stock Award" means an Award of Stock granted in payment of compensation, as provided in Article X of the Plan.

2.40         "Stock Option" means an Award under Article IV or V of the Plan of an option to purchase Stock. A Stock Option may be either an Incentive Stock Option or a Nonqualified Stock Option.

2.41         "Stock Right" means an Award under Article VI of the Plan. A Stock Right may be either a Stock Appreciation Right or a Limited Stock Appreciation Right.

2.42         "Termination of Employment" means the discontinuance of employment of a Participant with the Company. The determination of whether a Participant has discontinued employment shall be made by the Committee in its discretion. In determining whether a Termination of Employment has occurred, the Committee may provide that service as a consultant or service with a business enterprise in which the Company has a significant

ownership interest shall be treated as employment with the Company. The Committee shall have the discretion, exercisable either at the time the Award is granted or at the time the Participant terminates employment, to establish as a provision applicable to the exercise of one or more Awards that during the limited period of exercisability following Termination of Employment, the Award may be exercised not only with respect to the number of shares of Stock for which it is exercisable at the time of the Termination of Employment but also with respect to one or more subsequent installments for which the Award would have become exercisable had the Termination of Employment not occurred. Notwithstanding the foregoing, Termination of Employment shall, for purposes of any payment under an Award to which Section 409A of Code applies, have the same meaning as “separation from service” under Section 409A (and any regulations thereunder).

ARTICLE III

ADMINISTRATION

3.1           This Plan shall be administered by the Committee. Members of the Committee may vote on any matters affecting the administration of the Plan or the grant of Awards pursuant to the Plan, except that no such member shall act upon the granting of an Award to himself or herself, but any such member may be counted in determining the existence of a quorum at any meeting of the Committee or Board during which action is taken with respect to the granting of an Award to such member. The Committee, in its discretion, may delegate to one or more of its members such of its powers, as it deems appropriate. The Committee also may limit the power of any member to the extent necessary to comply with Rule 16b-3 under the Act or any other law. The Board, in its discretion, may require that all or any final actions or determinations by the Committee be made by or be subject to approval or ratification by the Board before becoming effective. To the extent all or any decisions, actions, or determinations relating to the administration of the Plan are made by the Board, the Board shall have all power and authority granted to the Committee in this Article and otherwise in this Plan, and for these purposes, all references to the "Committee" herein shall be deemed to include the Board.

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3.2           The Committee shall have the exclusive right to interpret, construe and administer the Plan, to select the persons who are eligible to receive an Award, and to act in all matters pertaining to the granting of an Award and the contents of the Agreement evidencing the Award, including, without limitation, the determination of the number of Stock Options, Stock Rights, shares of Stock or Performance Shares subject to an Award and the form, terms, conditions and duration of each Award, and any amendment thereof consistent with the provisions of the Plan. All acts, determinations and decisions of the Committee made or taken pursuant to grants of authority under the Plan or with respect to any questions arising in connection with the administration and interpretation of the Plan, including the severability of any and all of the provisions thereof, shall be conclusive, final and binding upon all Participants, Eligible Participants and their beneficiaries.

3.3           The Committee may adopt such rules, regulations and procedures of general application for the administration of this Plan, as it deems appropriate.

3.4           Without limiting the foregoing Sections 3.1, 3.2 and 3.3, and notwithstanding any other provisions of the Plan, the Committee is authorized to take such action as it determines to be necessary or advisable, and fair and equitable to Participants, with respect to an Award in the event of an Acceleration Event as defined in Article XIII. Such action may include, but shall not be limited to, establishing, amending or waiving the forms, terms, conditions and duration of an Award and the Award Agreement, so as to provide for earlier, later, extended or additional times for exercise or payments, differing methods for calculating payments, alternate forms and amounts of payment, an accelerated release of restrictions or other modifications. The Committee may take such actions pursuant to this Section 3.4 by adopting rules and regulations of general applicability to all Participants or to certain categories of Participants, by including, amending or waiving terms and conditions in an Award and the Award Agreement, or by taking action with respect to individual Participants.

3.5           The aggregate number of shares of Stock, which are reserved for issuance under the Plan, shall be five hundred million (500,000,000). The aggregate number of shares of stock reserved for issuance under the plan shall be adjusted in accordance with Section 3.10.

(a)           If, for any reason, any shares of Stock or Performance Shares awarded or subject to purchase under the Plan are not delivered or purchased, or are reacquired by the Company, for reasons including, but

not limited to, a forfeiture of Restricted Stock or termination, expiration or cancellation of a Stock Option, Stock Right or Performance Share, or any other termination of an Award without payment being made in the form of Stock (whether or not Restricted Stock), such shares of Stock or Performance Shares shall not be charged against the aggregate number of shares of Stock available for Award under the Plan, and shall again be available for Award under the Plan.

(b)           For all purposes under the Plan, each Performance Share awarded shall be counted as one share of Stock subject to an Award.

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(c)           To the extent a Stock Right granted in connection with a Stock Option is exercised without payment being made in the form of Stock (whether or not Restricted Stock), the shares of Stock which otherwise would have been issued upon the exercise of such related Stock Option shall not be charged against the aggregate number of shares of Stock subject to an Award under the Plan, and shall again be available for Award under the Plan.

3.6           Each Award granted under the Plan shall be evidenced by a written Award Agreement. Each Award Agreement shall be subject to and incorporate (by reference or otherwise) the applicable terms and conditions of the Plan, and any other terms and conditions (not inconsistent with the Plan) required by the Committee.

3.7           The Company shall not be required to issue or deliver any certificates for shares of Stock prior to:

(a)           the listing of such shares on any stock exchange on which the Stock may then be listed; and

(b)           the completion of any registration or qualification of such shares of Stock under any federal or state law, or any ruling or regulation of any government body which the Company shall, in its discretion, determine to be necessary or advisable.

3.8           All certificates for shares of Stock delivered under the Plan shall also be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed and any applicable federal or state laws, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. In making such determination, the Committee may rely upon an opinion of counsel for the Company.

3.9           Subject to the restrictions on Restricted Stock, as provided in Article VIII of the Plan and in the Restricted Stock Award Agreement, each Participant who receives an Award of Restricted Stock shall have all of the rights of a shareholder with respect to such shares of Stock, including the right to vote the shares to the extent, if any, such shares possess voting rights and receive dividends and other distributions. Except as provided otherwise in the Plan or in an Award Agreement, no Participant awarded a Stock Option, Stock Right, Deferred Stock, Stock Award or Performance Share shall have any right as a shareholder with respect to any shares of Stock covered by his or her Stock Option, Stock Right, Deferred Stock, Stock Award or Performance Share prior to the date of issuance to him or her of a certificate or certificates for such shares of Stock.

3.10           If any reorganization, recapitalization, reclassification, stock split-up, stock dividend, or consolidation of shares of Stock, merger or consolidation of the Company or its Subsidiaries or sale or other disposition by the Company or its Subsidiaries of all or a portion of its assets, any other change in the Company's or its Subsidiaries' corporate structure, or any distribution to shareholders other than a cash dividend results in the outstanding shares of Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or class of shares of Stock or other securities of the Company, or for shares of Stock or other securities of any other Company; or new, different or additional shares or other securities of the Company or of any other Company being received by the holders of outstanding shares of Stock, then equitable adjustments shall be made by the Committee in:

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(a)           the limitation of the aggregate number of shares of Stock that may be awarded as set forth in Sections 3.5, 3.15, and 4.1(e) (to the extent permitted under Section 422 of the Code) of the Plan;

(b)           the number of shares and class of Stock that may be subject to an Award, and which have not been issued or transferred under an outstanding Award;

(c)           the purchase price to be paid per share of Stock under outstanding Stock Options and the number of shares of Stock to be transferred in settlement of outstanding Stock Rights; and

(d)           the terms, conditions or restrictions of any Award and Award Agreement, including the price payable for the acquisition of Stock; provided, however, that all adjustments made as the result of the foregoing in respect of (i) each Incentive Stock Option shall be made so that such Stock Option shall continue to be an Incentive Stock Option, as defined in Section 422 of the Code and (ii) any Award that is subject to Section 409A of the Code shall comply with Section 409A and any regulations thereunder.

3.11           In addition to such other rights of indemnification as they may have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against reasonable expenses, including attorney's fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment or settlement in any such action, suit or proceeding, except as to matters as to which the Committee member has been negligent or engaged in misconduct in the performance of his duties; provided, that within sixty (60) days after institution of any such action, suit or proceeding, a Committee member shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same. Any payments required under this Section 3.11 that are subject to Section 409A of the Code shall be made by the end of year following the year in which the expenses and liabilities were incurred.

3.12           The Committee may require each person purchasing shares of Stock pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that he is acquiring the shares of Stock without a view to distribution thereof. The certificates for such shares of Stock may include any legend, which the Committee deems appropriate to reflect any restrictions on transfer.

3.13           The Committee shall be authorized to make adjustments in a performance based criteria or in the terms and conditions of other Awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in applicable laws, regulations or accounting principles. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement in the manner and to the extent it shall deem desirable to carry it into effect or comply with applicable law. In the event the Company (or any Subsidiary, if applicable) shall assume outstanding employee benefit awards or the right or obligation to make future such awards in connection with the acquisition of another Company or business entity, the Committee may, in its discretion, make such adjustments in the terms of Awards under the Plan as it shall deem appropriate.

3.14           The Committee shall have full power and authority to determine whether, to what extent and under what circumstances, any Award shall be canceled or suspended. In particular, but without limitation, all outstanding Awards to any Participant shall be canceled if (a) the Participant, without the consent of the Committee, while employed by the Company or after termination of such employment, becomes associated with, employed by, renders services to, or owns any interest in (other than any non-substantial interest, as determined by the Committee), any business that is in competition with the Company or with any business in which the Company has a substantial interest as determined by the Committee; or (b) is terminated for cause as determined by the Committee.

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ARTICLE IV

INCENTIVE STOCK OPTIONS

4.1           Each provision of this Article IV and of each Incentive Stock Option granted hereunder shall be construed in accordance with the provisions of Section 422 of the Code, and any provision hereof that cannot be so construed shall be disregarded. Incentive Stock Options shall be granted only to Eligible Participants, each of whom may be granted one or more such Incentive Stock Options at such time or times determined by the Committee following the Effective Date until the ten (10) year anniversary of the Effective Date, subject to the following conditions:

(a)           The Incentive Stock Option price per share of Stock shall be set in the Award Agreement, but shall not be less than one hundred percent (100%) of the Fair Market Value of the Stock at the time of the Option Grant Date.

(b)           The Incentive Stock Option and its related Stock Right, if any, may be exercised in full or in part from time to time within ten (10) years from the Option Grant Date, or such shorter period as may be specified by the Committee in the Award; provided, that in any event, the Incentive Stock Option and related Stock Right shall lapse and cease to be exercisable upon, or within such period following, a Termination of Employment as shall have been determined by the Committee and as specified in the Incentive Stock Option Award Agreement or its related Stock Right Award Agreement; provided, however, that such period following a Termination of Employment shall not exceed three (3) months unless employment shall have terminated:

(i)           as a result of death or Disability, in which event, such period shall not exceed one year after the date of death or Disability; and

(ii)           as a result of death, if death shall have occurred following a Termination of Employment and while the Incentive Stock Option or Stock Right was still exercisable, in which event, such period shall not exceed one year after the date of death; provided, further, that such period following a Termination of Employment shall in no event extend the original exercise period of the Incentive Stock Option or any related Stock Right.

(c)           The aggregate Fair Market Value, determined as of the Option Grant Date, of the shares of Stock with respect to which Incentive Stock Options are exercisable for the first time during any calendar year by any Eligible Participant shall not exceed one hundred thousand dollars ($100,000); provided, however, to the extent permitted under Section 422 of the Code:

(i)           if a Participant's employment is terminated by reason of death, Disability or Retirement and the portion of any Incentive Stock Option that is otherwise exercisable during the post-termination period applied without regard to the one hundred thousand dollar ($100,000) limitation contained in Section 422 of the Code is greater than the portion of such option that is immediately exercisable as an Incentive Stock Option during such post-termination period under Section 422, such excess shall be treated as a Nonqualified Stock Option; and

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(ii)           if the exercise of an Incentive Stock Option is accelerated by reason of an Acceleration Event, any portion of such Award that is not exercisable as an Incentive Stock Option by reason of the one hundred thousand dollar ($100,000) limitation contained in Section 422 of the Code shall be treated as a Nonqualified Stock Option. Notwithstanding the foregoing, no Stock Option that is intended to be an Incentive Stock Option shall be invalid for failure to qualify as such and the Company shall honor any such stock Option as a Nonqualified Stock Option.

(d)           Incentive Stock Options shall be granted only to an Eligible Participant who, at the time of the Option Grant Date, does not own Stock possessing more than 10% of the total combined voting power of all classes of stock of the Company; provided, however, the foregoing restriction shall not apply if at the time of the Option Grant Date the option price is at least one hundred ten percent (110%) of the Fair Market Value of the Stock

subject to the Incentive Stock Option and such Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the Option Grant Date.

(e)           The Committee may adopt any other terms and conditions which it determines should be imposed for the Incentive Stock Option to qualify under Section 422 of the Code, as well as any other terms and conditions not inconsistent with this Article IV as determined by the Committee.

4.2           The Committee may at any time offer to buy out for a payment in cash, Stock, Deferred Stock or Restricted Stock an Incentive Stock Option previously granted, based on such terms and conditions as the Committee shall establish and communicate to the Participant at the time that such offer is made.

4.3           If the Incentive Stock Option Award Agreement so provides, the Committee may, to the extent consistent with Section 409A of the Code (and any regulations thereunder), require that all or part of the shares of Stock to be issued upon the exercise of an Incentive Stock Option shall take the form of Deferred or Restricted Stock, which shall be valued on the date of exercise, as determined by the Committee, on the basis of the Fair Market Value of such Deferred Stock or Restricted Stock determined without regard to the deferral limitations and/or forfeiture restrictions involved.

ARTICLE V

NONQUALIFIED STOCK OPTIONS

5.1           One or more Stock Options may be granted as Nonqualified Stock Options to Eligible Participants to purchase shares of Stock at such time or times determined by the Committee, following the Effective Date, subject to the terms and conditions set forth in this Article V.

5.2           The Nonqualified Stock Option price per share of Stock shall be established in the Award Agreement, but shall not be less than one hundred percent (100%) of the Fair Market Value of the Stock on the Option Grant Date.

5.3           The Nonqualified Stock Option and its related Stock Right, if any, may be exercised in full or in part from time to time within such period as may be specified by the Committee or in the Award Agreement; provided, that, in any event, the Nonqualified Stock Option and the related Stock Right shall lapse and cease to be exercisable upon, or within such period following, Termination of Employment as shall have been determined by the Committee and as specified in the Nonqualified Stock Option Award Agreement or Stock Right Award Agreement; provided, however, that such period following Termination of Employment shall not exceed three (3) months unless employment shall have terminated:

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(a)           as a result of Retirement or Disability, in which event, such period shall not exceed one year after the date of Retirement or Disability, or within such longer period as the Committee may specify; and

(b)           as a result of death, or if death shall have occurred following a Termination of Employment and while the Nonqualified Stock Option or Stock Right was still exercisable, in which event, such period may exceed one year after the date of death, as provided by the Committee or in the Award Agreement.

5.4           The Nonqualified Stock Option Award Agreement may include any other terms and conditions not inconsistent with this Article V or with Article VII, as determined by the Committee.

ARTICLE VI

STOCK APPRECIATION RIGHTS

6.1           A Stock Appreciation Right may be granted to an Eligible Participant in connection with an Incentive Stock Option or a Nonqualified Stock Option granted under Article IV or Article V of this Plan (a “Related Stock Appreciation Right”), or may be granted independent of any related Incentive or Nonqualified Stock Option.

6.2           A Related Stock Appreciation Right shall entitle a holder of a Stock Option, within the period specified for the exercise of the Stock Option, to surrender the unexercised Stock Option (or a portion thereof) and to receive in exchange therefor a payment in cash or shares of Stock having an aggregate value equal to the amount by which the Fair Market Value of each share of Stock exceeds the Stock Option price per share of Stock, times the number of shares of Stock under the Stock Option, or portion thereof, which is surrendered.

6.3           Each Related Stock Appreciation Right granted hereunder shall be subject to the same terms and conditions as the related Stock Option, including limitations on transferability, if any, and shall be exercisable only to the extent such Stock Option is exercisable and shall terminate or lapse and cease to be exercisable when the related Stock Option terminates or lapses. The grant of a Related Stock Appreciation Right related to an Incentive Stock Option must be concurrent with the grant of the Incentive Stock Option. With respect to Nonqualified Stock Options, the grant of a Related Stock Appreciation Right either may be concurrent with the grant of the Nonqualified Stock Option, or (to the extent consistent with the exemption for stock appreciation rights under the Section 409A regulations) subsequent to the grant of the Nonqualified Stock Option, in connection with a Nonqualified Stock Option previously granted under Article V, which is unexercised and has not terminated or lapsed.

6.4           The Committee shall have the sole discretion to determine, in each case whether the payment with respect to the exercise of a Stock Appreciation Right shall be made in the form of all cash, all Stock, or any combination thereof. If payment is to be made in Stock, the number of shares of Stock shall be determined based on the Fair Market Value of the Stock on the date of exercise of the Stock Appreciation Right. If the Committee elects to make full payment in Stock, no fractional shares of Stock shall be issued and cash payments shall be made in lieu of fractional shares.

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6.5           The Committee shall have sole discretion as to the timing of any payment made in cash, Stock, or a combination thereof upon exercise of a Stock Appreciation Right. Payment may, to the extent consistent with Section 409A of the Code (and any regulations thereunder), be made in a lump sum, in annual installments or may be otherwise deferred and the Committee shall have sole discretion to determine whether any deferred payments may bear amounts equivalent to interest or cash dividends.

6.6           Upon the exercise of a Related Stock Appreciation Right, the number of shares of Stock subject to exercise under any related Stock Option shall automatically be reduced by the number of shares of Stock represented by the Stock Option or portion thereof which is surrendered.

6.7           The Committee, in its sole discretion, may, to the extent consistent with the exemption for stock appreciation rights under the Section 409A regulations, also provide that, in the event of a Change in Control, the amount to be paid upon the exercise of a Stock Appreciation Right or Limited Stock Appreciation Right shall be based on the Change in Control Price, subject to such terms and conditions as the Committee may specify at grant.

6.8           In its sole discretion, the Committee may grant Limited Stock Appreciation Rights under this Article VI. Limited Stock Appreciation Rights shall become exercisable only in the event of a Change in Control, subject to such terms and conditions as the Committee, in its sole discretion, may specify at grant. Such Limited Stock Appreciation Rights shall be settled solely in cash. A Limited Stock Appreciation Right shall entitle the holder of the related Stock Option to surrender such Stock Option, or any portion thereof, to the extent unexercised, in respect of the number of shares of Stock as to which such Limited Stock Appreciation Right is exercised, and to receive a cash payment equal to the difference between (a) the Stock Appreciation Right Fair Market Value (at the date of surrender) of a share of Stock for which the surrendered Stock Option or portion thereof is then exercisable, and (b) the price at which a Participant could exercise a related Stock Option to purchase the share of Stock. Such Stock Option shall, to the extent so surrendered, thereupon cease to be exercisable. A Limited Stock Appreciation Right shall be subject to such further terms and conditions as the Committee shall, in its sole discretion, deem appropriate.

ARTICLE VII

INCIDENTS OF STOCK OPTIONS AND STOCK RIGHTS

7.1           Each Stock Option and Stock Right shall be granted subject to such terms and conditions, if any, not inconsistent with this Plan, as shall be determined by the Committee, including any provisions as to continued employment as consideration for the grant or exercise of such Stock Option or Stock Right and any provisions which may be advisable to comply with applicable laws, regulations or rulings of any governmental authority.

7.2           An Incentive Stock Option and its related Stock Right, if any, shall not be transferable by the Participant other than by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the Participant only by him or by his guardian or legal representative. A Nonqualified Stock Option and its related Stock Right, if any, shall be subject to the transferability and exercisability restrictions of the immediately preceding sentence unless otherwise determined by the Committee, in its sole discretion, and set forth in the applicable Award Agreement.

7.3           Shares of Stock purchased upon exercise of a Stock Option shall be paid for in such amounts, at such times and upon such terms as shall be determined by the Committee, subject to limitations set forth in the Stock Option Award Agreement. Without limiting the foregoing, the Committee may establish payment terms for the exercise of Stock Options which permit the Participant to deliver shares of Stock (or other evidence of ownership of Stock satisfactory to the Company) with a Fair Market Value equal to the exercise price of the Stock Option as payment.

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7.4           No cash dividends shall be paid on shares of Stock subject to unexercised Stock Options. To the extent consistent with the exemption for stock options under the Section 409A regulations (if applicable), the Committee may provide, however, that a Participant to whom a Stock Option has been granted which is exercisable in whole or in part at a future time shall be entitled to receive an amount per share equal in value to the cash dividends, if any, paid per share on issued and outstanding Stock, as of the dividend record dates occurring during the period between the date of the grant and the time each such share of Stock is delivered pursuant to exercise of such Stock Option or the related Stock Right. Such amounts (herein called "dividend equivalents") may, in the discretion of the Committee, be:

(a)           paid in cash or Stock either from time to time prior to, or at the time of the delivery of, such Stock, or upon expiration of the Stock Option if it shall not have been fully exercised; or

(b)           converted into contingently credited shares of Stock (with respect to which dividend equivalents may accrue) in such manner, at such value, and deliverable at such time or times, as may be determined by the Committee. Such Stock (whether delivered or contingently credited) shall be charged against the limitations set forth in Section 3.5.

7.5           The Committee may, in its sole discretion consistent with Section 409A of the Code (and any regulations thereunder), authorize payment of interest equivalents on dividend equivalents which are payable in cash at a future time.

7.6           In the event of death or Disability, the Committee, with the consent of the Participant or his legal representative, may authorize payment, in cash or in Stock, or partly in cash and partly in Stock, as the Committee may direct, of an amount equal to the difference at the time between the Fair Market Value of the Stock subject to a Stock Option and the exercise price of the Option in consideration of the surrender of the Stock Option.

7.7           If a Participant is required to pay to the Company an amount with respect to income and employment tax withholding obligations in connection with exercise of a Nonqualified Stock Option and/or with respect to certain dispositions of Stock acquired upon the exercise of an Incentive Stock Option, the Committee, in its discretion and subject to such rules as it may adopt, may permit the Participant to satisfy the obligation, in whole or in part, by making an irrevocable election that a portion of the total Fair Market Value of the shares of Stock subject to the Nonqualified Stock Option and/or with respect to certain dispositions of Stock acquired upon the exercise of an Incentive Stock Option, be paid in the form of cash in lieu of the issuance of Stock and that such cash payment be applied to the satisfaction of the withholding obligations. The amount to be withheld shall not exceed

the statutory minimum Federal and State income and employment tax liability arising from the Stock Option exercise transaction.

7.8           The Committee may, to the extent consistent with the exemption for stock options under the Section 409A regulations (if applicable), permit the voluntary surrender of all or a portion of any Stock Option granted under the Plan to be conditioned upon the granting to the Participant of a new Stock Option for the same or a different number of shares of Stock as the Stock Option surrendered, or may require such voluntary surrender as a condition precedent to a grant of a new Stock Option to such Participant. Subject to the provisions of the Plan, such new Stock Option shall be exercisable at the same price, during such period and on such other terms and conditions as are specified by the Committee at the time the new Stock Option is granted. Upon surrender, the Stock Options surrendered shall be canceled and the shares of Stock previously subject to them shall be available for the grant of Awards under the Plan.

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ARTICLE VIII

RESTRICTED STOCK

8.1           Restricted Stock Awards may be made to certain Participants as an incentive for the performance of future services that will contribute materially to the successful operation of the Company. Awards of Restricted Stock may be made either alone, in addition to or in conjunction with other Awards granted under the Plan and/or cash payments made outside of the Plan.

8.2           With respect to Awards of Restricted Stock, the Committee shall:

(a)           determine the purchase price, if any, to be paid for such Restricted Stock, which may be equal to or less than par value and may be zero, subject to such minimum consideration as may be required by applicable law;

(b)           determine the length of the Restriction Period;

(c)           determine any restrictions applicable to the Restricted Stock such as service or performance, other than those set forth in this Article VIII;

(d)           determine if the restrictions shall lapse as to all shares of Restricted Stock at the end of the Restriction Period or as to a portion of the shares of Restricted Stock in installments during the Restriction Period; and

(e)           determine if dividends and other distributions on the Restricted Stock are to be paid currently to the Participant or withheld by the Company for the account of the Participant.

8.3           Awards of Restricted Stock must be accepted within a period of sixty (60) days (or such other period as the Committee may specify) after the date of the Award of Restricted Stock, by executing a Restricted Stock Award Agreement and paying whatever price (if any) is required. The prospective recipient of a Restricted Stock Award shall not have any rights with respect to such Award, unless such recipient has executed a Restricted Stock Award Agreement and has delivered a fully executed copy thereof to the Committee, and has otherwise complied with the applicable terms and conditions of such Award.

8.4           Except when the Committee determines otherwise, or as otherwise provided in the Restricted Stock Award Agreement, if a Participant terminates employment with the Company for any reason before the expiration of the Restriction Period, all shares of Restricted Stock still subject to restriction shall be forfeited by the Participant and shall be reacquired by the Company.

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8.5           Except as otherwise provided in this Article VIII, no shares of Restricted Stock received by a Participant shall be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of during the Restriction Period.

8.6           To the extent not otherwise provided in a Restricted Stock Award Agreement, in cases of death, Disability or Retirement or in cases of special circumstances, the Committee, if it finds that a waiver would be appropriate, may elect to waive any or all remaining restrictions with respect to such Participant's Restricted Stock.

8.7           In the event of hardship or other special circumstances of a Participant whose employment with the Company is involuntarily terminated (other than for cause), the Committee may waive in whole or in part any or all remaining restrictions with respect to any or all of the Participant's Restricted Stock, based on such factors and criteria as the Committee may deem appropriate.

8.8           The certificates representing shares of Restricted Stock may either:

(a)           be held in custody by the Company until the Restriction Period expires or until restrictions thereon otherwise lapse, and the Participant shall deliver to the Company a stock power endorsed in blank relating to the Restricted Stock; and/or

(b)           be issued to the Participant and registered in the name of the Participant, and shall bear an appropriate restrictive legend and shall be subject to appropriate stop-transfer orders.

8.9           Except as provided in this Article VIII, a Participant receiving a Restricted Stock Award shall have, with respect to the shares of Restricted Stock covered by any Award, all of the rights of a shareholder of the Company, including the right to vote the shares to the extent, if any, such shares possess voting rights, and the right to receive any dividends; provided, however, the Committee may, to the extent consistent with Section 409A of the Code (and any regulations thereunder), require that any dividends on such shares of Restricted Stock shall be automatically deferred and reinvested in additional Restricted Stock subject to the same restrictions as the underlying Award, or may require that dividends and other distributions on Restricted Stock shall be withheld by the Company for the account of the Participant. The Committee shall determine whether interest shall be paid on amounts withheld, the rate of any such interest, and the other terms applicable to such withheld amounts.

8.10           If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock subject to such Restriction Period, unrestricted certificates for such shares shall be delivered to the Participant.

8.11           In order to better ensure that Award grants actually reflect the performance of the Company and the service of the Participant, the Committee may provide, in its sole discretion, for a tandem performance-based or other Award designed to guarantee a minimum value, payable in cash or Stock to the recipient of a Restricted Stock Award, subject to such performance, future service, deferral and other terms and conditions as may be specified by the Committee consistent (where applicable) with Section 409A of the Code (and any regulations thereunder).

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ARTICLE IX

DEFERRED STOCK

9.1           Shares of Deferred Stock (together with cash dividend equivalents, if so determined by the Committee) may be issued either alone or in addition to other Awards granted under the Plan in the discretion of the Committee. The Committee shall determine the individuals to whom, and the time or times at which, such Awards will be made, the number of shares to be awarded, the price (if any) to be paid by the recipient of a Deferred Stock Award, the time or times within which such Awards may be subject to forfeiture, and all other conditions of the Awards. The Committee may condition Awards of Deferred Stock upon the attainment of specified performance goals or such other factors or criteria as the Committee may determine. Any such Award that is subject to Section 409A of the Code shall comply with the applicable deferral, distribution timing and other applicable rules under Section 409A (and any regulations thereunder).

9.2           Deferred Stock Awards shall be subject to the following terms and conditions:

(a)           Subject to the provisions of this Plan and the applicable Deferred Stock Award Agreement, Deferred Stock Awards may not be sold, transferred, pledged, assigned or otherwise encumbered during the Deferral Period. At the expiration of the Deferral Period (or the Elective Deferral Period defined in Section 9.3), share certificates shall be delivered to the Participant, or his legal representative, in a number equal to the number of

shares of Stock covered by the Deferred Stock Award. Notwithstanding the foregoing, based on service, performance and/or such other factors or criteria as the Committee may determine, the Committee, at or after the date of the grant, may accelerate the vesting of all or any part of any Deferred Stock Award and/or waive the deferral limitations for all or any part of such Deferred Stock Award.

(b)           Unless otherwise determined by the Committee, amounts equal to any dividends that would have been payable during the Deferral Period with respect to the number of shares of Stock covered by a Deferred Stock Award if such shares of Stock had been outstanding shall be automatically deferred and deemed to be reinvested in additional Deferred Stock, subject to the same deferral limitations as the underlying Deferred Stock Award.

(c)           Except to the extent otherwise provided in this Plan or in the applicable Deferred Stock Award Agreement, upon Termination of Employment during the Deferral Period for a given Award, the Deferred Stock covered by such Award shall be forfeited by the Participant; provided, however, the Committee may provide for accelerated vesting in the event of Termination of Employment due to death, Disability or Retirement, or in the event of hardship or other special circumstances as the Committee deems appropriate.

(d)           The Committee may require that a designated percentage of the total Fair Market Value of the shares of Deferred Stock held by one or more Participants be paid in the form of cash in lieu of the issuance of Stock and that such cash payment be applied to the satisfaction of the federal and state income and employment tax withholding obligations that arise at the time the Deferred Stock becomes free of all restrictions; provided, that for any Award of Deferred Shares subject to Section 409A of the Code, any such offset or payment may only be made to the extent permitted under Section 409A (or any regulations thereunder). The designated percentage shall be equal to the income and employment tax withholding rate in effect at the time under federal and applicable state laws.

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(e)           The Committee may provide one or more Participants subject to the mandatory cash payment with an election to receive an additional percentage of the total value of the Deferred Stock in the form of a cash payment in lieu of the issuance of Deferred Stock. The additional percentage shall not exceed the difference between fifty percent (50%) and the designated percentage cash payment.

(f)           The Committee may impose such further terms and conditions on partial cash payments with respect to Deferred Stock as it deems appropriate.

9.3           A Participant may elect to further defer receipt of Deferred Stock for a specified period or until a specified event (the "Elective Deferral Period"), subject in each case to the Committee's approval and to such terms as are determined by the Committee consistent with Section 409A of the Code. Such election must be made at such time as may be permitted under Section 409A (and any regulations thereunder). The deferral of any Award under this Section 9.3 shall comply and be administered consistent with Section 409A. Notwithstanding anything herein to the contrary, in no event will any deferral of any Award be allowed if the Committee determines that the deferral would result in a violation of the requirements of Section 409A for deferral elections and/or the timing of payments. Any deferral election may be reformed by the Committee to the extent necessary or appropriate to comply with the requirements of Section 409A.

9.4           Each Award shall be confirmed by, and subject to the terms of, a Deferred Stock Award Agreement.

9.5           In order to better ensure that the Award actually reflects the performance of the Company and the service of the Participant, the Committee may provide, in its sole discretion consistent with Section 409A of the Code (where applicable), for a tandem performance-based or other Award designed to guarantee a minimum value, payable in cash or Stock to the recipient of a Deferred Stock Award, subject to such performance, future service, deferral and other terms and conditions as may be specified by the Committee.

ARTICLE X

STOCK AWARDS

10.1           A Stock Award shall be granted only in payment of compensation that has been earned or as compensation to be earned, including, without limitation, compensation awarded concurrently with or prior to the grant of the Stock Award.

10.2           For the purposes of this Plan, in determining the value of a Stock Award, all shares of Stock subject to such Stock Award shall be valued at not less than one hundred percent (100%) of the Fair Market Value of such shares of Stock on the date such Stock Award is granted, regardless of whether or when such shares of Stock are issued or transferred to the Participant and whether or not such shares of Stock are subject to restrictions which affect their value.

10.3           Shares of Stock subject to a Stock Award may be issued or transferred to the Participant at the time the Stock Award is granted, or (to the extent consistent with Section 409A of the Code and any regulations thereunder) at any time subsequent thereto or in installments from time to time, as the Committee shall determine. If any such issuance or transfer shall not be made to the Participant at the time the Stock Award is granted, the Committee may provide for payment to such Participant, either in cash or shares of Stock, from time to time or at the time or times such shares of Stock shall be issued or transferred to such Participant, of amounts not exceeding the dividends which would have been payable to such Participant in respect of such shares of Stock (as adjusted under Section 3.10) if such shares of Stock had been issued or transferred to such Participant at the time such Stock Award was granted. Any issuance payable in shares of Stock under the terms of a Stock Award, at the discretion of the Committee, may be paid in cash on each date on which delivery of shares of Stock would otherwise have been made, in an amount equal to the Fair Market Value on such date of the shares of Stock which would otherwise have been delivered.

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10.4           A Stock Award shall be subject to such terms and conditions, including, without limitation, restrictions on the sale or other disposition of the Stock Award or of the shares of Stock issued or transferred pursuant to such Stock Award, as the Committee shall determine; provided, however, that upon the issuance or transfer of shares pursuant to a Stock Award, the Participant, with respect to such shares of Stock, shall be and become a shareholder of the Company fully entitled to receive dividends, to vote to the extent, if any, such shares possess voting rights and to exercise all other rights of a shareholder except to the extent otherwise provided in the Stock Award. Each Stock Award shall be evidenced by a written Award Agreement in such form as the Committee shall determine.

ARTICLE XI

PERFORMANCE SHARES

11.1           Awards of Performance Shares may be made to certain Participants as an incentive for the performance of future services that will contribute materially to the successful operation of the Company. Awards of Performance Shares may be made either alone, in addition to or in tandem with other Awards granted under the Plan and/or cash payments made outside of the Plan.

11.2           With respect to Awards of Performance Shares, which may be issued for no consideration or such minimum consideration as is required by applicable law, the Committee shall:

(a)           determine and designate from time to time those Participants to whom Awards of Performance Shares are to be made;

(b)           determine the performance period (the "Performance Period") and/or performance objectives (the "Performance Objectives") applicable to such Awards;

(c)           determine the form of settlement of a Performance Share; and

(d)           generally determine the terms and conditions of each such Award. At any date, each Performance Share shall have a value equal to the Fair Market Value, determined as set forth in Section 2.15.

11.3           Performance Periods may overlap, and Participants may participate simultaneously with respect to Performance Shares for which different Performance Periods are prescribed.

11.4           The Committee shall determine the Performance Objectives of Awards of Performance Shares. Performance Objectives may vary from Participant to Participant and between Awards and shall be based upon such performance criteria or combination of factors as the Committee may deem appropriate. Performance Objectives shall include any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee: (a) operating income; (b) earnings before interest, taxes, depreciation and amortization (“EBITDA”); (c) earnings; (d) cash flow; (e) market share; (f) sales or revenue; (g) expenses; (h) profit/loss or profit margin; (i) working capital; (j) return on equity or capital; (k) earnings per share; (l) stock price; (m) price/earnings ratio; (n) debt or debt-to-equity; (o) balance sheet measurements; (p) cash or assets; (q) liquidity; (r) economic value added (“EVA”); (s) operations; (t) mergers and acquisitions or divestitures; (y) development status of product candidates; and (z) status of clinical trials. If during the course of a Performance Period there shall occur significant events which the Committee expects to have a substantial effect on the applicable Performance Objectives during such period, the Committee may revise such Performance Objectives.

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11.5           The Committee shall determine for each Participant the number of Performance Shares which shall be paid to the Participant if the applicable Performance Objectives are exceeded or met in whole or in part.

11.6           If a Participant terminates service with the Company during a Performance Period because of death, Disability, Retirement or under other circumstances in which the Committee in its discretion finds that a waiver would be appropriate, that Participant, as determined by the Committee, may be entitled to a payment of Performance Shares at the end of the Performance Period based upon the extent to which the Performance Objectives were satisfied at the end of such period and prorated for the portion of the Performance Period during which the Participant was employed by the Company; provided, however, the Committee may, in its sole discretion, provide for an earlier payment in settlement of such Performance Shares in such amount and under such terms and conditions as the Committee deems appropriate or desirable. If a Participant terminates service with the Company during a Performance Period for any other reason, then such Participant shall not be entitled to any payment with respect to that Performance Period unless the Committee shall otherwise determine.

11.7           Each Award of a Performance Share shall be paid in whole shares of Stock, or cash, or a combination of Stock and cash as the Committee shall determine, with payment to be made as soon as practicable after the end of the relevant Performance Period.

11.8           The Committee shall have the authority to approve requests by Participants to defer payment of Performance Shares on terms and conditions approved by the Committee and set forth in a written Award Agreement between the Participant and the Company entered into in advance of the time of receipt or constructive receipt of payment by the Participant.

ARTICLE XII

OTHER STOCK-BASED AWARDS

12.1           Other awards of Stock and other awards that are valued in whole or in part by reference to, or are otherwise based on, Stock ("Other Stock-Based Awards"), including, without limitation, convertible preferred stock, convertible debentures, exchangeable securities, phantom stock and Stock awards or options valued by reference to book value or performance, may be granted either alone or in addition to or in tandem with Stock Options, Stock Rights, Restricted Stock, Deferred Stock or Stock Awards granted under the Plan and/or cash awards made outside of the Plan. Subject to the provisions of the Plan, the Committee shall have authority to determine the Eligible Participants to whom and the time or times at which such Awards shall be made, the number of shares of Stock subject to such Awards, and all other conditions of the Awards. The Committee also may provide for the grant of

shares of Stock upon the completion of a specified Performance Period. The provisions of Other Stock-Based Awards need not be the same with respect to each recipient.

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12.2           Other Stock-Based Awards made pursuant to this Article XII shall be subject to the following terms and conditions:

(a)           Subject to the provisions of this Plan and the Award Agreement, shares of Stock subject to Awards made under this Article XII may not be sold, assigned, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.

(b)           Subject to the provisions of this Plan and the Award Agreement and unless otherwise determined by the Committee at the time of the Award, the recipient of an Award under this Article XII shall be entitled to receive, currently or on a deferred basis, interest or dividends or interest or dividend equivalents with respect to the number of shares covered by the Award, as determined at the time of the Award by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Stock or otherwise reinvested.

(c)           Any Award under this Article XII and any Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion.

(d)           Upon the Participant's Retirement, Disability or death, or in cases of special circumstances, the Committee may, in its sole discretion, waive in whole or in part any or all of the remaining limitations imposed hereunder (if any) with respect to any or all of an Award under this Article XII.

(e)           Each Award under this Article XII shall be confirmed by, and subject to the terms of, an Award Agreement.

(f)           Stock (including securities convertible into Stock) issued on a bonus basis under this Article XII may be issued for no cash consideration.

(g)           Any such Award that is subject to Section 409A of the Code shall comply with the applicable deferral, distribution timing and other applicable rules under Section 409A (and any regulations thereunder).

12.3           Other Stock-Based Awards may include a phantom stock Award, which is subject to the following terms and conditions:

(a)           The Committee shall select the Eligible Participants who may receive phantom stock Awards. The Eligible Participant shall be awarded a phantom stock unit, which shall be the equivalent to a share of Stock.

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(b)           Under an Award of phantom stock, payment shall be made on the dates or dates as specified by the Committee or as stated in the Award Agreement and phantom stock Awards may be settled in cash, Stock, or some combination thereof; provided, that if such Award is subject to Section 409A of the Code, it shall comply with the applicable deferral, distribution timing and other applicable rules under Section 409A (and any regulations thereunder).

(c)           The Committee shall determine such other terms and conditions of each Award as it deems necessary in its sole discretion.

ARTICLE XIII

ACCELERATION EVENTS

13.1           For the purposes of the Plan, an Acceleration Event shall occur in the event of a "Change in Control".

13.2           A "Change in Control" shall be deemed to have occurred if:

(a)           Any "Person" as defined in Section 3(a)(9) of the Act, including a "group" (as that term is used in Sections 13(d)(3) and 14(d)(2) of the Act), but excluding the Company and any employee benefit plan sponsored or maintained by the Company and (including any trustee of such plan acting as trustee) who:

(i)           makes a tender or exchange offer for any shares of the Company's Stock (as defined below) pursuant to which any shares of the Company's Stock are purchased (an "Offer"); or

(ii)           together with its "affiliates" and "associates" (as those terms are defined in Rule 12b-2 under the Act) becomes the "Beneficial Owner" (within the meaning of Rule 13d-3 under the Act) of at least fifty percent (50%) of the Company's Stock (an "Acquisition");

(b)           The shareholders of the Company approve a definitive agreement or plan (i) to merge or consolidate the Company with or into another Company and (x) the Company shall not be the surviving corporation or (y) the Company shall be the surviving corporation and in connection therewith, all or part of the outstanding stock shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, (ii) to sell or otherwise dispose of 50% or more of its assets, or (iii) to liquidate the Company;

(c)           The Company shall be a party to a statutory share exchange with any other Person after which the Company is a subsidiary of any other Person; or

(d)           When, as a result of, or in connection with, any tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing, the individuals who, prior to such transaction, constitute the Board (the "Incumbent Directors") cease for any reason other than death to constitute at least a majority thereof.

13.3           Upon the occurrence of an Acceleration Event, the Committee may, in its discretion, declare that all then outstanding Performance Shares with respect to which the applicable Performance Period has not been completed shall be paid as soon as practicable as follows:

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(a)           all Performance Objectives applicable to the Award of Performance Shares shall be deemed to have been satisfied to the extent necessary to result in payment of one hundred percent (100%) of the Performance Shares covered by the Award; and

(b)           the applicable Performance Period shall be deemed to have ended on the date of the Acceleration Event;

(c)           the payment to the Participant shall be the amount determined either by the Committee, in its sole discretion, or in the manner stated in the Award Agreement. This amount shall then be multiplied by a fraction, the numerator of which is the number of full calendar months of the applicable Performance Period that have elapsed prior to the date of the Acceleration Event, and the denominator of which is the total number of months in the original Performance Period; and

(d)           upon the making of any such payment, the Award Agreement as to which it relates shall be deemed canceled and of no further force and effect.

13.4           Upon the occurrence of an Acceleration Event, the Committee, in its discretion, may declare that 50% of all then outstanding Stock Options not previously exercisable and vested as immediately exercisable and fully vested, in whole or in part. Notwithstanding the foregoing sentence, the percentage of outstanding Stock

Options which may become immediately exercisable and fully vested upon the Acceleration Event may, in the Committee’s discretion, be higher or lower than 50%.

13.5           Upon the occurrence of an Acceleration Event, the Committee, in its discretion, may declare the restrictions applicable to Awards of Restricted Stock, Deferred Stock or Other Stock- Based Awards to have lapsed, in which case the Company shall remove all restrictive legends and stop-transfer orders applicable to the certificates for such shares of Stock, and deliver such certificates to the Participants in whose names they are registered.

13.6           The value of all outstanding Stock Option, Stock Rights, Restricted Stock, Deferred Stock, Performance Shares, Stock Awards and Other Stock-Based Awards, in each case to the extent vested, shall, unless otherwise determined by the Committee in its sole discretion at or after grant but prior to any Change in Control, be cashed out on the basis of the "Change in Control Price," as defined in Section 13.7 as of the date such Change in Control is determined to have occurred or such other date as the Committee may determine prior to the Change in Control.

13.7           For purposes of Section 13.7, "Change in Control Price" means the highest price per share of Stock paid in any transaction reported on the Nasdaq Global Market tier of The Nasdaq Stock Market, or paid or offered in any bona fide transaction related to a Potential or actual Change in Control of the Company at any time during the sixty (60) day period immediately preceding the occurrence of the Change in Control, in each case as determined by the Committee except that, in the case of Incentive Stock Options and Stock Appreciation Rights (or Limited Stock Appreciation Rights) relating to such Incentive Stock Options, such price shall be based only on transactions reported for the date on which the Participant exercises such Stock Appreciation Rights (or Limited Stock Appreciation Rights). Notwithstanding the foregoing, Fair Market Value on the date of exercise shall be used for any Award, the use of any other value for which would result in the imposition of income taxes and penalties under Section 409A of the Code.

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13.8           Notwithstanding the foregoing, the time for payment of any Award subject to Section 409A of the Code shall not be accelerated or otherwise changed under this Article to the extent such acceleration or other change would be contrary to the payment timing or other rules under Section 409A (or any regulations thereunder).

ARTICLE XIV

AMENDMENT AND TERMINATION

14.1           The Board, upon recommendation of the Committee, or otherwise, at any time and from time to time, may amend or terminate the Plan as may be necessary or desirable to implement or discontinue this Plan or any provision thereof. No amendment, without approval by the Company's shareholders, shall:

(a)           alter the group of persons eligible to participate in the Plan;

(b)           extend the period during which Incentive Stock Option Awards may be granted beyond April 1, 2023;

(c)           limit or restrict the powers of the Board and the Committee with respect to the administration of this Plan; or

(d)           change any of the provisions of this Article XIV.

14.2           No amendment to or discontinuance of this Plan or any provision thereof by the Board or the shareholders of the Company shall, without the written consent of the Participant, adversely affect, as shall be determined by the Committee, any Award theretofore granted to such Participant under this Plan; provided, however, the Committee retains the right and power to:

(a)           annul any Award if the Participant competes against the Company or any Subsidiary or is terminated for cause as determined by the Committee;

(b)           provide for the forfeiture of shares of Stock or other gain under an Award as determined by the Committee for competing against the Company or any Subsidiary; and

(c)           convert any outstanding Incentive Stock Option to a Nonqualified Stock Option.

14.3           If an Acceleration Event has occurred, no amendment or termination shall impair the rights of any person with respect to an outstanding Award as provided in Article XIII.

ARTICLE XV

MISCELLANEOUS PROVISIONS

15.1           Nothing in the Plan or any Award granted hereunder shall confer upon any Participant any right to continue in the employ of the Company (or to serve as a director thereof) or interfere in any way with the right of the Company to terminate his or her employment at any time. Unless specifically provided otherwise, no Award granted under the Plan shall be deemed salary or compensation for the purpose of computing benefits under any employee benefit plan or other arrangement of the Company or its Subsidiaries for the benefit of its employees unless the Company shall determine otherwise. No Participant shall have any claim to an Award until it is actually granted under the Plan. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall, except as otherwise provided by the Committee, be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts, except as provided in Article VIII with respect to Restricted Stock and except as otherwise provided by the Committee.

BIOHEART, INC.

2013 OMNIBUS EQUITY COMPENSATION PLAN

24 | Page

15.2           The Company may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of any taxes which the Company or any Subsidiary is required by any law or regulation of any governmental authority, whether federal, state or local, domestic or foreign, to withhold in connection with any Stock Option or the exercise thereof, any Stock Right or the exercise thereof, or in connection with any other type of equity- based compensation provided hereunder or the exercise thereof, including, but not limited to, the withholding of payment of all or any portion of such Award or (to the extent consistent with Section 409A of the Code) another Award under this Plan until the Participant reimburses the Company for the amount the Company is required to withhold with respect to such taxes, or canceling any portion of such Award or (to the extent consistent with Section 409A) another Award under this Plan in an amount sufficient to reimburse itself for the amount it is required to so withhold, or (to the extent consistent with Section 409A) selling any property contingently credited by the Company for the purpose of paying such Award or another Award under this Plan, in order to withhold or reimburse itself for the amount it is required to so withhold.

15.3           The Plan and the grant of Awards shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any government or regulatory agency as may be required. Any provision herein relating to compliance with Rule 16b-3 under the Act shall not be applicable with respect to participation in the Plan by Participants who are not subject to Section 16(b) of the Act.

15.4           The terms of the Plan shall be binding upon the Company, its Subsidiaries, and their successors and assigns.

15.5           Neither a Stock Option, Stock Right, nor any other type of equity-based compensation provided for hereunder, shall be transferable except as provided for herein. If any Participant makes such a transfer in violation hereof, any obligation of the Company shall forthwith terminate.

15.6           This Plan and all actions taken hereunder shall be governed by the laws of the State of Florida, except to the extent preempted by ERISA.

15.7           The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver shares of Stock or payments in lieu of or with respect to Awards hereunder; provided, however, that, unless the Committee otherwise determines with the consent of the affected Participant, the existence of such trusts or other arrangements is consistent with the "unfunded" status of the Plan.

15.8           Each Participant exercising an Award hereunder agrees to give the Committee prompt written notice of any election made by such Participant under Section 83(b) of the Code, or any similar provision thereof.

BIOHEART, INC.

2013 OMNIBUS EQUITY COMPENSATION PLAN

25 | Page

15.9           If any provision of this Plan or an Award Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any Award Agreement under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Agreement, it shall be stricken and the remainder of the Plan or the Award Agreement shall remain in full force and effect.

15.10           All Awards shall, to extent applicable, comply and be administered in accordance with the rules and requirements of Section 409A of the Code. Notwithstanding any other provision of the Plan, the Committee may take such actions as it deems necessary or appropriate to ensure that any Award comply with or be exempt from Section 409A and may interpret this Plan in any manner necessary to ensure that Awards comply with or are exempt from Section 409A. In the event that the Committee determines that an Award should comply with or be exempt from Section 409A and that a Plan provision or Award Agreement provision is necessary to ensure that such Award complies with or is exempt from Section 409A of the Code, such provision shall be deemed included in the Plan or such Award Agreement. The Committee may also unilaterally reform any Agreement to the extent necessary to comply with Section 409A.

15.11           In the event that a Participant is a “specified employee” within the meaning of Section 409A (as determined by the Company or its delegate), any payment required under this Plan that is subject to Section 409A and is payable upon Termination of Employment, shall not be made or begin until the expiration of the 6-month period following the Participant’s Termination of Employment.

BIOHEART, INC.

2013 OMNIBUS EQUITY COMPENSATION PLAN

26 | Page

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer and Principal Accounting Officer

I, Mike Tomas, certify that:

1.	I have reviewed this report on Form 10-Q of U.S. Stem Cell, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
	c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 05, 2015
		/s/ Mike Tomas
	Name:	Mike Tomas
		President and Chief Executive Officer
		Chief Financial Officer and Principal
		Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Mike Tomas, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, U.S. Stem Cell, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: November 05, 2015
		/s/ Mike Tomas
	Name:	Mike Tomas
		President and Chief Executive Officer Chief
		Financial Officer and Principal Accounting
		Officer

XML

NOTE 8 - RELATED PARTY TRANSACTIONS (Details) - Schedule of Related Party Notes Payable - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Related Party Transaction [Line Items]
Notes Payable, Related Party	$ 1,880,262	$ 1,971,059
Director [Member] | Notes Payable, Other Payables [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Party	465,240	465,240
Chief Executive Officer [Member] | Note Payable #1 [Member] | Notes Payable, Other Payables [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Party	252,250	331,354
Chief Executive Officer [Member] | Note Payable #2 [Member] | Notes Payable, Other Payables [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Party	375,000	375,000
Chief Executive Officer [Member] | Note Payable #3 [Member] | Notes Payable, Other Payables [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Party	500,000	500,000
Chief Scientific Officer [Member] | Notes Payable, Other Payables [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Party	$ 287,772	$ 299,465

XML

NOTE 13 - FAIR VALUE MEASUREMENT (Details)	9 Months Ended
	Sep. 30, 2015 USD ($)
Fair Value Disclosures [Abstract]
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value	$ 399,328
Percentage of Stock Price Decrease	(82.00%)

XML

NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items]
Warrants Outstanding	138,739	150,620		118,134
Warrants Outstanding, Weighted-Average Remaining Contractual Term	6 years 6 months	6 years 219 days	6 years 109 days
Warrants Outstanding, Weighted-Average Exercise Price	$ 182.90	$ 10.00		$ 220.00
Warrants Exercisable	133,194
Warrants Exercisable, Weighted-Average Exercise Price	$ 100.27
Class of Warrants or Rights, Exercise Price Range, $0.01-$20.00 [Member]
NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items]
Warrants Outstanding	94,108
Warrants Outstanding, Weighted-Average Remaining Contractual Term	7 years
Warrants Outstanding, Weighted-Average Exercise Price	$ 15.54
Warrants Exercisable	94,108
Warrants Exercisable, Weighted-Average Exercise Price	$ 15.54
Class of Warrants or Rights, Exercise Price Range, $20.01-$30.00 [Member]
NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items]
Warrants Outstanding	29,743
Warrants Outstanding, Weighted-Average Remaining Contractual Term	6 years 109 days
Warrants Outstanding, Weighted-Average Exercise Price	$ 24.52
Warrants Exercisable	27,743
Warrants Exercisable, Weighted-Average Exercise Price	$ 24.72
Class of Warrants or Rights, Exercise Price Range, $30.01-$50.00 [Member]
NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items]
Warrants Outstanding	6,253
Warrants Outstanding, Weighted-Average Remaining Contractual Term	3 years 146 days
Warrants Outstanding, Weighted-Average Exercise Price	$ 48.36
Warrants Exercisable	4,253
Warrants Exercisable, Weighted-Average Exercise Price	$ 48.49
Class of Warrants or Rights, Exercise Price Range, $50.01-$60.00 [Member]
NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items]
Warrants Outstanding	543
Warrants Outstanding, Weighted-Average Remaining Contractual Term	2 years 73 days
Warrants Outstanding, Weighted-Average Exercise Price	$ 60.00
Warrants Exercisable	543
Warrants Exercisable, Weighted-Average Exercise Price	$ 60.00
Class of Warrants or Rights, Exercise Price Range, Greater than $60.00 [Member]
NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Warrants Outstanding and Exercisable by Exercise Price Range [Line Items]
Warrants Outstanding	8,092
Warrants Outstanding, Weighted-Average Remaining Contractual Term	4 years 146 days
Warrants Outstanding, Weighted-Average Exercise Price	$ 2,823.67
Warrants Exercisable	6,547
Warrants Exercisable, Weighted-Average Exercise Price	$ 1,675.28

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NOTE 5 - ACCRUED EXPENSES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
NOTE 5 - ACCRUED EXPENSES (Details) [Line Items]
Gains (Losses) on Extinguishment of Debt	$ 58,873	$ 85,229	$ 2,097,483	$ 2,272,283
Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member]
NOTE 5 - ACCRUED EXPENSES (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)			20,819	45,232
Gains (Losses) on Extinguishment of Debt			$ 86,763	$ 105,737
Common Stock Issued in Settlement of Guarantor Fees [Member]
NOTE 5 - ACCRUED EXPENSES (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)			24,353
Gains (Losses) on Extinguishment of Debt			$ 791,024
Debt Conversion, Converted Instrument, Amount			$ 961,124
Debt Instrument, Term			5 years
Extinguishment of Debt, Amount			$ 624,737
Relief of Accounts Payable [Member]
NOTE 5 - ACCRUED EXPENSES (Details) [Line Items]
Gains (Losses) on Extinguishment of Debt			$ 50,638

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NOTE 7 - NOTES PAYABLE (Tables)

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

Notes payable were comprised of the following as of September 30, 2015 and December 31, 2014:

	September 30, 2015			December 31, 2014
Seaside Bank note payable.	$	980,000		$	980,000
Hunton & Williams notes payable		384,972			384,972
Asher notes payable		66,000			151,000
Daniel James Management notes payable		75,000			75,000
Fourth Man, LLC notes payable		75,000			75,000
Magna Group note payable		64,595			205,000
Power Up Lending Group notes payable		169,965			-
Total notes payable		1,815,532			1,870,972
Less unamortized debt discount		(180,032	)		(339,160	)
Total notes payable net of unamortized debt discount	$	1,635,500		$	1,531,812

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NOTE 14 - SUBSEQUENT EVENTS (Details) - USD ($)				1 Months Ended	9 Months Ended
	Oct. 12, 2015	Oct. 07, 2015	Oct. 01, 2015	Nov. 04, 2015	Sep. 30, 2015
Subsequent Event [Member]
NOTE 14 - SUBSEQUENT EVENTS (Details) [Line Items]
Stockholders' Equity, Reverse Stock Split	1-for-1,000
Subsequent Event [Member] | Settlement of Services [Member]
NOTE 14 - SUBSEQUENT EVENTS (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares)				14,848
Stock Issued During Period, Value, Issued for Services				$ 65,015
Convertible Debt [Member] | Subsequent Event [Member]
NOTE 14 - SUBSEQUENT EVENTS (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)				252,157
Convertible Debt [Member] | Subsequent Event [Member] | Principal [Member]
NOTE 14 - SUBSEQUENT EVENTS (Details) [Line Items]
Debt Conversion, Original Debt, Amount				$ 136,095
Convertible Debt [Member] | Subsequent Event [Member] | Interest [Member]
NOTE 14 - SUBSEQUENT EVENTS (Details) [Line Items]
Debt Conversion, Original Debt, Amount				$ 7,499
Northstar Debt [Member] | Subsequent Event [Member]
NOTE 14 - SUBSEQUENT EVENTS (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)				38,678
Northstar Debt [Member] | Subsequent Event [Member] | Principal [Member]
NOTE 14 - SUBSEQUENT EVENTS (Details) [Line Items]
Debt Conversion, Original Debt, Amount				$ 100,000
Northstar Debt [Member] | Subsequent Event [Member] | Interest [Member]
NOTE 14 - SUBSEQUENT EVENTS (Details) [Line Items]
Debt Conversion, Original Debt, Amount				$ 12,705
Related Party Debt [Member] | Subsequent Event [Member]
NOTE 14 - SUBSEQUENT EVENTS (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)				274,211
Debt Conversion, Original Debt, Amount				$ 471,000
Magna Equities Notes Payable [Member] | Convertible Debt [Member] | Subsequent Event [Member]
NOTE 14 - SUBSEQUENT EVENTS (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			12.00%
Debt Instrument, Face Amount			$ 160,000
Debt Instrument, Maturity Date			Aug. 01, 2016
Debt Instrument, Convertible, Conversion Price (in Dollars per share)			$ 0.72
Debt Instrument, Convertible, Terms of Conversion Feature			or if a registration statement registering the underlying shares of common stock is not filed within 70 days, 45% of the lowest trading price during five consecutive trading days prior to conversion with anti-dilutive provisions
Fourth Man, LLC Notes Payable [Member] | Convertible Debt [Member]
NOTE 14 - SUBSEQUENT EVENTS (Details) [Line Items]
Debt Instrument, Face Amount					$ 100,000
Debt Instrument, Maturity Date					Jul. 31, 2016
Debt Instrument, Convertible, Terms of Conversion Feature					convertible into shares of common stock, at Fourth Man’s option, at a 47% discount to the lowest closing bid price of the common stock during the 10 trading day period prior to conversion
Fourth Man, LLC Notes Payable [Member] | Convertible Debt [Member] | Subsequent Event [Member]
NOTE 14 - SUBSEQUENT EVENTS (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		9.50%
Debt Instrument, Face Amount		$ 25,000
Debt Instrument, Maturity Date		Oct. 06, 2016
Debt Instrument, Convertible, Terms of Conversion Feature		The Note is convertible into common stock, at Fourth Man’s option, at a 47% discount to the lowest daily closing trading price of the common stock during the 10 trading day period prior to conversion.
Debt Instrument, Debt Default, Description of Violation or Event of Default		In the event the Company prepays the Note in full, the Company is required to pay off all principal at 150%, interest and any other amounts.

XML

NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) - USD ($)			3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 24, 2015	Feb. 02, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Nov. 02, 2015	Aug. 04, 2014	Apr. 01, 2013	Dec. 31, 2012
NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross					7,100		43,148
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price					$ 11.16		$ 23.00
Share-based Compensation					$ 341,629	$ 446,366
Class of Warrant or Rights, Granted					1,444		57,582
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 182.90		$ 182.90		$ 10.00				$ 220.00
Bioheart 2013 Omnibus Equity Compensation Plan [Member]
NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized									100,000	50,000
Bioheart 2013 Omnibus Equity Compensation Plan [Member] | Options Issued to Consultant [Member]
NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	100
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 5.31
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights	vesting immediately
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	4 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value	$ 347
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate	129.01%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	1.39%
Subsequent Event [Member] | Bioheart 2013 Omnibus Equity Compensation Plan [Member]
NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized								500,000,000
Director [Member] | Bioheart 2013 Omnibus Equity Compensation Plan [Member]
NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross		7,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 11.16
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights		vesting immediately
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period		10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value		$ 121,735
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate		0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate		142.65%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate		1.68%
Share-based Compensation			$ 73,520	$ 164,247	$ 345,761	$ 407,616
Affiliated Entity [Member] | Convertible Debt [Member]
NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 11.27		$ 11.27
Warrants, Term of Warrants					10 years

XML

NOTE 7 - NOTES PAYABLE (Details) - Schedule of Notes Payable - USD ($)	Sep. 30, 2015	Dec. 31, 2014
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Notes Payable [Line Items]
Notes Payable, Gross	$ 1,815,532	$ 1,870,972
Less unamortized debt discount	(180,032)	(339,160)
Total notes payable net of unamortized debt discount	1,635,500	1,531,812
Notes Payable, Other Payables [Member]
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Notes Payable [Line Items]
Less unamortized debt discount	(259,720)
Seaside National Bank and Trust [Member] | Notes Payable to Banks [Member]
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Notes Payable [Line Items]
Notes Payable, Gross	980,000	980,000
Hunton & Williams Notes [Member] | Notes Payable, Other Payables [Member]
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Notes Payable [Line Items]
Notes Payable, Gross	384,972	384,972
Asher Notes Payable [Member] | Convertible Debt [Member]
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Notes Payable [Line Items]
Notes Payable, Gross	66,000	151,000
Daniel James Management Notes Payable [Member] | Convertible Debt [Member]
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Notes Payable [Line Items]
Notes Payable, Gross	75,000	75,000
Fourth Man, LLC Notes Payable [Member] | Convertible Debt [Member]
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Notes Payable [Line Items]
Notes Payable, Gross	75,000	75,000
Magna Group Notes Payable [Member] | Convertible Debt [Member]
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Notes Payable [Line Items]
Notes Payable, Gross	64,595	205,000
Power Up Lending Group Notes Payable [Member] | Notes Payable, Other Payables [Member]
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Notes Payable [Line Items]
Notes Payable, Gross	169,965	$ 0
Power Up Lending Group Notes Payable [Member] | Convertible Debt [Member]
NOTE 7 - NOTES PAYABLE (Details) - Schedule of Notes Payable [Line Items]
Less unamortized debt discount	$ (46,576)

XML

NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($)				9 Months Ended
	Jun. 01, 2015	Mar. 19, 2015	Nov. 10, 2014	Sep. 30, 2015	Sep. 30, 2014
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Stock Issued During Period, Shares, Settlement of Litigation (in Shares)		6,650		6,650
Loss Contingency, Damages Sought, Value			$ 2,300,000
Gain (Loss) Related to Litigation Settlement				$ (59,850)	$ 0
Note Payable, Settlement of Subordinated Debt, Accrued Interest and Guarantor Fees [Member] | Notes Payable, Other Payables [Member]
NOTE 12 - COMMITMENTS AND CONTINGENCIES (Details) [Line Items]
Gain (Loss) Related to Litigation Settlement	$ 1,169,058
Debt Instrument, Face Amount	$ 1,697,762
Debt Instrument, Term	5 years
Debt Instrument, Interest Rate, Stated Percentage	0.00%

XML

NOTE 2 - GOING CONCERN MATTERS

9 Months Ended

Sep. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Substantial Doubt about Going Concern [Text Block]

NOTE 2 — GOING CONCERN MATTERS

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying unaudited condensed financial statements, during nine months ended September 30, 2015, the Company incurred an operating loss of $1,551,966 and used $789,462 in cash for operating activities. As of September 30, 2015, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $7.5 million. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

The Company’s existence is dependent upon management’s ability to develop profitable operations and to obtain additional funding sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or the resolution of the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

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NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Option Activity - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Schedule of Option Activity [Abstract]
Options Outstanding	66,933		23,921
Options Outstanding, Weighted-Average Exercise Price (in Dollars per share)	$ 56.00		$ 150.00
Options Outstanding, Weighted-Average Remaining Contractual Term	8 years 109 days	8 years 328 days	9 years
Options exercisable at September 30, 2015	44,468
Options exercisable at September 30, 2015 (in Dollars per share)	$ 46.41
Options exercisable at September 30, 2015	8 years 109 days
Available for grant at September 30, 2015	89,400
Options Granted	7,100	43,148
Options Granted, Weighted-Average Exercise Price (in Dollars per share)	$ 11.16	$ 23.00
Options Granted, Weighted-Average Remaining Contractual Term	10 years	10 years
Options Exercised	0	0
Options Forfeited/Expired	(229)	(136)
Options Forfeited/Expired, Weighted-Average Exercise Price (in Dollars per share)	$ 5,112.48	$ 5,200.00
Options Outstanding	73,804	66,933
Options Outstanding, Weighted-Average Exercise Price (in Dollars per share)	$ 36.32	$ 56.00

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NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 12, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2012
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Deferred Revenue, Current (in Dollars)		$ 32,170		$ 32,170		$ 0
Allowance for Doubtful Accounts Receivable, Current (in Dollars)		$ 0		$ 0		$ 0
Weighted Average Number of Shares Outstanding, Diluted (in Shares)		1,206,554	659,543	1,107,710	605,016
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in Shares)		73,804		73,804		66,933	23,921
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number (in Shares)		44,468		44,468
Revenue, Net (in Dollars)		$ 557,612	$ 579,536	$ 1,612,476	$ 1,563,864
Research and Development Expense (in Dollars)		$ 12,764	$ 8,581	$ 39,696	$ 33,916
Subsequent Event [Member]
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Stockholders' Equity Note, Stock Split	1-for-1,000
U.S. Stem Cell Clinic, LLC [Member]
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Equity Method Investment, Ownership Percentage		33.00%		33.00%
Full-Time Employees [Member]
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Number of Employees				4
Part-Time Employees [Member]
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Number of Employees				1
Accounts Receivable [Member] | Credit Concentration Risk [Member]
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Concentration Risk, Percentage				56.00%		55.00%
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer One [Member]
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Concentration Risk, Percentage				15.00%		38.00%
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer Two [Member]
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Concentration Risk, Percentage				5.00%		17.00%
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer Three [Member]
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Concentration Risk, Percentage				7.00%
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer Four [Member]
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Concentration Risk, Percentage				15.00%
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer Five [Member]
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Concentration Risk, Percentage				14.00%
Sales Revenue, Goods, Net [Member] | Customer Concentration Risk [Member] | Customer One [Member]
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]
Concentration Risk, Percentage		11.00%			11.00%

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NOTE 13 - FAIR VALUE MEASUREMENT (Tables)

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2015:

	Warrant Liability			Debt Derivative
Balance, December 31, 2013		146,855		$	256,956
Total (gains) losses
Initial fair value of debt derivative at note issuance		—			1,443,708
Initial fair value of derivative relating to reset warrants		—			—
Mark-to-market at December 31, 2014:		3,065			(429,018	)
Transfers out of Level 3 upon increase in authorized shares		—			—
Transfers out of Level 3 upon conversion and settlement of notes		—			(680,295	)
Balance, December 31, 2014	$	149,920		$	591,351
Total (gains) losses
Initial fair value of debt derivative at note issuance		—			591,360
Mark-to-market at September 30, 2015:		(126,169	)		(134,784	)
Transfers out of Level 3 upon conversion or payoff of notes payable		—			(672,350	)
Balance, September 30, 2015	$	23,751		$	375,577
Net gain for the period included in earnings relating to the liabilities held at September 30, 2015	$	126,169		$	134,784

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NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Options Outstanding and Exercisable by Exercise Price Range	9 Months Ended
	Sep. 30, 2015 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding | shares	73,804
Options Outstanding, Weighted-Average Exercise Price	$ 36.32
Options Exercisable | shares	44,468
Options Outstanding, Weighted-Average Remaining Contractual Term	8 years 109 days
Options Exercisable, Weighted-Average Exercise Price	$ 46.41
Options, Exercise Price Range, $0.00-$20.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding | shares	52,690
Options Outstanding, Weighted-Average Exercise Price	$ 16.73
Options Exercisable | shares	34,490
Options Outstanding, Weighted-Average Remaining Contractual Term	8 years 73 days
Options Exercisable, Weighted-Average Exercise Price	$ 16.38
Options, Exercise Price Range, $20.01-$30.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding | shares	19,849
Options Outstanding, Weighted-Average Exercise Price	$ 26.96
Options Exercisable | shares	8,713
Options Outstanding, Weighted-Average Remaining Contractual Term	8 years 292 days
Options Exercisable, Weighted-Average Exercise Price	$ 26.94
Options, Exercise Price Range, $30.01-$100.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding | shares	300
Options Outstanding, Weighted-Average Exercise Price	$ 70.00
Options Exercisable | shares	300
Options Outstanding, Weighted-Average Remaining Contractual Term	5 years 328 days
Options Exercisable, Weighted-Average Exercise Price	$ 70.00
Options, Exercise Price Range, $100.00 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding | shares	965
Options Outstanding, Weighted-Average Exercise Price	$ 1,243.27
Options Exercisable | shares	965
Options Outstanding, Weighted-Average Remaining Contractual Term	4 years 109 days
Options Exercisable, Weighted-Average Exercise Price	$ 1,243.27

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NOTE 2 - GOING CONCERN MATTERS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating Income (Loss)	$ (264,096)	$ (1,466,732)	$ (1,551,966)	$ (2,545,703)
Net Cash Provided by (Used in) Operating Activities			(789,462)	$ (747,184)
Working Capital (Deficit)	$ (7,500,000)		$ (7,500,000)

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NOTE 3 - INVESTMENTS (Details) - USD ($)	3 Months Ended		9 Months Ended		193 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Dec. 31, 2014
NOTE 3 - INVESTMENTS (Details) [Line Items]
Payments for (Proceeds from) Investments			$ 10,000	$ 0
Income (Loss) from Equity Method Investments	$ 11,625	$ 0	23,934	$ 0
Investments	$ 74,530		$ 74,530		$ 74,530	$ 40,597
U.S. Stem Cell Clinic, LLC [Member]
NOTE 3 - INVESTMENTS (Details) [Line Items]
Equity Method Investment, Ownership Percentage	33.00%		33.00%		33.00%
Payments for (Proceeds from) Investments			$ 59,714
Income (Loss) from Equity Method Investments	$ 11,625		$ 23,934		$ 14,816

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NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the presentation of the accompanying unaudited condensed financial statements follows:

General

The accompanying unaudited condensed financial statements of U.S. Stem Cell, Inc. (f.k.a. Bioheart, Inc.), (the “Company”), have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”) and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results from operations for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015. The unaudited condensed financial statements should be read in conjunction with the December 31, 2014 financial statements and notes thereto included in the Company’s Annual Report on Form 10-K.

Basis and business presentation

U.S. Stem Cell, Inc. (f.k.a. Bioheart, Inc.) (the “Company”) was incorporated under the laws of the State of Florida in August, 1999. The Company is in the cardiovascular sector of the cell technology industry delivering cell therapies and biologics that help address congestive heart failure, lower limb ischemia, chronic heart ischemia, acute myocardial infarctions and other issues. The business includes the development of proprietary cell therapy products as well as revenue generating physician and patient based regenerative medicine/cell therapy training services, cell collection and cell storage services, the sale of cell collection and treatment kits for humans and animals, and the operation of a cell therapy clinic. To date, the Company has not generated significant sales revenues in that they remain less than their total operating expenses, has incurred expenses, and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a research and development business enterprise.

On October 12, 2015, the Company amended its Articles of Incorporation to change its name to U.S. Stem Cell, Inc. and to implement a reverse stock split in the ratio of 1 share for every 1,000 shares of common stock. This amendment was approved and filed of record by the Florida Secretary of State on October 12, 2015, effective on October 19, 2015.  FINRA has declared the Company’s 1-for-1,000 reverse stock split market effective as of November 4, 2015. In addition, the ticker symbol will be BHRTD for 20 business days from November 4th 2015 at which point it will change to USRM . These financial statements have been retroactively restated to reflect the reverse stock split (see note 10).

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

At the time of each transaction, management assesses whether the fee associated with the transaction is fixed or determinable and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client.

Revenues for test kits and equipment sold are not recorded until test kits are delivered. The Company has revenue sharing arrangements for the sale of goods whereby the Company is the primary obligor, sets pricing with the customers and bears all associated credit risks with the customers. Sales under revenue share arrangements are recorded as gross sales and any portion shared with third parties under such arrangements are classified as selling expense due to the nature of the marketing activities performed by the third party. Revenues from trainings are not recorded until the completion of the training. Any cash received as a deposit for trainings are recorded by the company as a liability.

Patent treatments and laboratory services revenue are recognized when those services have been completed or satisfied.

Revenues for bank sales are accounted for as Multiple-Element Arrangements under ASC 605-10 which incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets.

At September 30, 2015 and December 31, 2014, the Company had deferred revenues of $32,170 and $-0-, respectively.

Accounts Receivable

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition.

Allowance for Doubtful Accounts

Any changes to the allowance for doubtful accounts on accounts receivable are changed to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of September 30, 2015 and December 31, 2014, allowance for doubtful accounts was $-0-.

Investments

The Company has adopted Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and Joint Ventures (“ASC 323-10) which requires the accounting for investments where the Company can exert significant influence, but not control of a joint venture or equity investment. The Company accounted for its 33 percent ownership of U.S. Stem Cell Clinic, LLC utilizing the equity method of accounting.

Net Loss per Common Share, basic and diluted

The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Shares issuable upon conversion of convertible debt, stock options and warrants have been excluded as common stock equivalents in the diluted loss per share for the three and nine months ended September 30, 2015 and 2014 because their effect is anti-dilutive on the computation. Fully diluted shares outstanding were 1,206,554 and 659,543 for the three months ended September 30, 2015 and 2014, respectively and 1,107,710 and 605,016 for the nine months ended September 30, 2015 and 2014, respectively.

Stock based compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of September 30, 2015, there were outstanding stock options to purchase 73,804 shares of common stock, 44,468 shares of which were vested.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts does not exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management.

As of September 30, 2015, five customers represented 15%, 5%, 7%, 15% and 14% respectively for an aggregate of 56% of the Company’s accounts receivable. As of December 31, 2014, two customers represented 38% and 17%, for an aggregate of 55%, of the Company’s accounts receivable.

For the three months ended September 30, 2015, the Company’s revenues earned from the sale of products and services were $557,612, of which one customer represented 11% of the Company’s revenues. For the three months ended September 30, 2014, the Company’s revenues earned from the sale of products and services were $579,536, of which no customers represented 10% or more of the Company’s revenues.

For the nine months ended September 30, 2015, the Company’s revenues earned from the sale of products and services were $1,612,476, of which no customers represented 10% or more of the Company’s revenues. For the nine months ended September 30, 2014, the Company’s revenues earned from the sale of products and services were $1,563,864, of which one customer represented 11% of the Company’s revenues.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $12,764 and $39,696 for the three and nine months ended September 30, 2015, respectively; and $8,581 and $33,916 for the three and nine months ended September 30, 2014, respectively.

Fair Value

Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.

Derivative Instrument Liability

The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At September 30, 2015 and December 31, 2014, the Company did not have any derivative instruments that were designated as hedges.

At September 30, 2015 and December 31, 2014, the Company had outstanding convertible notes that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. (See Note 7 and Note 9)

Reliance on Key Personnel and Consultants

The Company has four full-time employees and one part-time employee. The Company is heavily dependent on the continued active participation of its two current executive officers, one employee and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.

Reclassification

Certain reclassifications have been made to prior periods’ data to conform with the current year’s presentation. These reclassifications had no effect on reported income or losses.

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

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NOTE 4 - PROPERTY AND EQUIPMENT (Details) - Schedule of Property and Equipment - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Schedule of Property and Equipment [Abstract]
Laboratory and medical equipment	$ 353,252	$ 352,358
Furniture, fixtures and equipment	125,634	125,634
Computer equipment	47,647	47,647
Leasehold improvements	362,046	362,046
	888,579	887,685
Less accumulated depreciation and amortization	(878,946)	(874,999)
	$ 9,633	$ 12,686

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NOTE 9 - DERIVATIVE LIABILITIES (Details) - USD ($)			3 Months Ended	9 Months Ended	12 Months Ended
	Oct. 01, 2012	Sep. 21, 2012	Sep. 30, 2015	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2012
NOTE 9 - DERIVATIVE LIABILITIES (Details) [Line Items]
Class of Warrant or Rights, Granted (in Shares)				1,444	57,582
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)			$ 182.90	$ 182.90	$ 10.00	$ 220.00
Warrant [Member] | Embedded Derivative Financial Instruments [Member]
NOTE 9 - DERIVATIVE LIABILITIES (Details) [Line Items]
Embedded Derivative, Fair Value of Embedded Derivative, Net (in Dollars)			$ 23,751	$ 23,751
Fair Value Assumptions, Expected Dividend Rate				0.00%
Fair Value Assumptions, Expected Volatility Rate				136.32%
Fair Value Assumptions, Risk Free Interest Rate				1.74%
Fair Value Assumptions, Expected Term				7 years
Derivative, Gain (Loss) on Derivative, Net (in Dollars)			58,760	$ 126,168
Debt [Member] | Embedded Derivative Financial Instruments [Member]
NOTE 9 - DERIVATIVE LIABILITIES (Details) [Line Items]
Embedded Derivative, Fair Value of Embedded Derivative, Net (in Dollars)			375,577	$ 375,577
Fair Value Assumptions, Expected Dividend Rate				0.00%
Fair Value Assumptions, Expected Volatility Rate				136.32%
Derivative, Gain (Loss) on Derivative, Net (in Dollars)			$ 315,924	$ 134,784
Fair Value of Common Stock (in Dollars per share)				$ 0.0019
Affiliated Entity [Member] | Notes Payable, Other Payables [Member]
NOTE 9 - DERIVATIVE LIABILITIES (Details) [Line Items]
Class of Warrant or Rights, Granted (in Shares)	15,000	5,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)	$ 0.014
Warrants, Term of Warrants	10 years
Minimum [Member] | Debt [Member] | Embedded Derivative Financial Instruments [Member]
NOTE 9 - DERIVATIVE LIABILITIES (Details) [Line Items]
Fair Value Assumptions, Risk Free Interest Rate				0.01%
Fair Value Assumptions, Expected Term				3 months
Maximum [Member] | Debt [Member] | Embedded Derivative Financial Instruments [Member]
NOTE 9 - DERIVATIVE LIABILITIES (Details) [Line Items]
Fair Value Assumptions, Risk Free Interest Rate				0.33%
Fair Value Assumptions, Expected Term				335 days

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CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 65,658	$ 36,674
Accounts receivable, net	93,770	95,409
Prepaid and other	9,155	9,255
Total current assets	168,583	141,338
Property and equipment, net	9,633	12,686
Other assets
Investments	74,530	40,597
Deposits	10,160	10,160
Total assets	262,906	204,781
Current liabilities:
Accounts payable	2,025,825	1,991,979
Accrued expenses	656,141	2,373,615
Advances, related party	155,363	148,759
Deferred revenue	32,170	0
Deposits	478,286	478,286
Promissory note, short term portion, net of debt discount of $80,754 and $-0- respectively	69,246	1,500,000
Notes payable, related party	2,242,262	2,333,059
Notes payable, net of debt discount	1,635,500	1,531,812
Derivative liabilities	399,328	741,271
Total current liabilities	7,694,121	11,098,781
Long term debt:
Promissory note, long term portion, net of debt discount of $259,720	1,288,043	0
Total liabilities	8,982,164	11,098,781
Commitments and contingencies	0	0
Stockholders' deficit:
Preferred stock, par value $0.001; 20,000,000 shares authorized, 20,000,000 issued and outstanding	20,000	20,000
Common stock, par value $0.001; 2,000,000,000 shares authorized, 977,806 and 581,433 shares issued and 939,954 and 581,433 outstanding as of September 30, 2015 and December 31, 2014, respectively	978	581
Additional paid in capital	112,134,904	109,519,913
Treasury stock, 37,852 shares	(157,664)	0
Accumulated deficit	(120,717,476)	(120,434,494)
Total stockholders' deficit	(8,719,258)	(10,894,000)
Total liabilities and stockholders' deficit	$ 262,906	$ 204,781

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NOTE 11 - STOCK OPTIONS AND WARRANTS (Details) - Schedule of Warrants Activity - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2013
Schedule of Warrants Activity [Abstract]
Warrants Outstanding	150,620		118,134
Warrants Outstanding, Weighted-Average Exercise Price	$ 10.00		$ 220.00
Warrants Outstanding, Weighted-Average Remaining Contractual Term	6 years 6 months	6 years 219 days	6 years 109 days
Exercisable at September 30, 2015	133,194
Exercisable at September 30, 2015	$ 100.27
Exercisable at September 30, 2015	6 years 219 days
Warrants Issued	1,444	57,582
Warrants Issued, Weighted-Average Exercise Price	$ 11.27	$ 20.00
Warrants Issued, Weighted-Average Remaining Contractual Term	10 years	8 years 73 days
Warrants Exercised	0	(11,918)
Warrants Exercised, Weighted-Average Exercise Price	$ 0	$ 10.00
Warrants Expired	(13,325)	(13,178)
Warrants Expired, Weighted-Average Exercise Price	$ 24.00	$ 80.00
Warrants Outstanding	138,739	150,620
Warrants Outstanding, Weighted-Average Exercise Price	$ 182.90	$ 10.00

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CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (unaudited) (Parentheticals) - Common Stock [Member]	9 Months Ended
	Sep. 30, 2015 $ / shares shares
Purchase of Company's Common Stock, Shares | shares	37,852
Purchase of Company's Common Stock, Average Cost Per Share	$ 4.17

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NOTE 6 - STOCK PURCHASE AGREEMENT (Details) - USD ($)		9 Months Ended	12 Months Ended
	Oct. 23, 2014	Sep. 30, 2015	Dec. 31, 2014
NOTE 6 - STOCK PURCHASE AGREEMENT (Details) [Line Items]
Common Stock, Par or Stated Value Per Share		$ 0.001	$ 0.001
Stock Issued During Period, Value, New Issues		$ 582,808
Stock Purchase Agreement [Member]
NOTE 6 - STOCK PURCHASE AGREEMENT (Details) [Line Items]
Stock Repurchase Program, Authorized Amount	$ 3,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001
Stock Repurchase Program, Period in Force	24 months
Purchase Commitment, Description	From time to time over the term of the Purchase Agreement, commencing on the trading day immediately following the date on which the initial registration statement was declared effective by the Securities and Exchange Commission (the “Commission”), the Company may provide the Investor with a draw down notice to purchase a specified dollar amount of Shares, with each draw down subject to certain limitations. The Company may not deliver any Draw Down Notice to the Investor if the Initial Purchase Price with respect to the Shares subject to such Draw Down Notice is less than $2.50 as of the date the applicable Draw Down Notice is received by the Investor (the “Draw Down Exercise Date”).The applicable Initial Purchase Price, the “Initial Purchase Price”, is defined as a price equal to 93% of the lowest of (i) the arithmetic average of the three lowest daily volume weighted average prices for the Company’s common stock (the “VWAP”) during the 10 consecutive trading days ending on the trading day immediately preceding the applicable Draw Down Exercise Date, (ii) the arithmetic average of the three lowest closing sale prices for the Company’s common stock during the 10 consecutive trading days ending on the trading day immediately preceding the applicable Draw Down Exercise Date and (iii) the closing sale price for the Company’s common stock on the trading day immediately preceding the applicable Draw Down Exercise Date.
Stock Issued During Period, Shares, New Issues		7,852	12,000
Stock Issued During Period, Value, New Issues		$ 61,270
Stock Purchase Agreement, Magna Equities II, LLC [Member]
NOTE 6 - STOCK PURCHASE AGREEMENT (Details) [Line Items]
Stock Issued During Period, Shares, New Issues		87,812
Stock Issued During Period, Value, New Issues		$ 521,538

XML

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis and business presentation

U.S. Stem Cell, Inc. (f.k.a. Bioheart, Inc.) (the “Company”) was incorporated under the laws of the State of Florida in August, 1999. The Company is in the cardiovascular sector of the cell technology industry delivering cell therapies and biologics that help address congestive heart failure, lower limb ischemia, chronic heart ischemia, acute myocardial infarctions and other issues. The business includes the development of proprietary cell therapy products as well as revenue generating physician and patient based regenerative medicine/cell therapy training services, cell collection and cell storage services, the sale of cell collection and treatment kits for humans and animals, and the operation of a cell therapy clinic. To date, the Company has not generated significant sales revenues in that they remain less than their total operating expenses, has incurred expenses, and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a research and development business enterprise.

On October 12, 2015, the Company amended its Articles of Incorporation to change its name to U.S. Stem Cell, Inc. and to implement a reverse stock split in the ratio of 1 share for every 1,000 shares of common stock. This amendment was approved and filed of record by the Florida Secretary of State on October 12, 2015, effective on October 19, 2015.  FINRA has declared the Company’s 1-for-1,000 reverse stock split market effective as of November 4, 2015. In addition, the ticker symbol will be BHRTD for 20 business days from November 4th 2015 at which point it will change to USRM . These financial statements have been retroactively restated to reflect the reverse stock split (see note 10).

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

At the time of each transaction, management assesses whether the fee associated with the transaction is fixed or determinable and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client.

Revenues for test kits and equipment sold are not recorded until test kits are delivered. The Company has revenue sharing arrangements for the sale of goods whereby the Company is the primary obligor, sets pricing with the customers and bears all associated credit risks with the customers. Sales under revenue share arrangements are recorded as gross sales and any portion shared with third parties under such arrangements are classified as selling expense due to the nature of the marketing activities performed by the third party. Revenues from trainings are not recorded until the completion of the training. Any cash received as a deposit for trainings are recorded by the company as a liability.

Patent treatments and laboratory services revenue are recognized when those services have been completed or satisfied.

Revenues for bank sales are accounted for as Multiple-Element Arrangements under ASC 605-10 which incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets.

At September 30, 2015 and December 31, 2014, the Company had deferred revenues of $32,170 and $-0-, respectively.

Receivables, Policy [Policy Text Block]

Accounts Receivable

Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition.

Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]

Allowance for Doubtful Accounts

Any changes to the allowance for doubtful accounts on accounts receivable are changed to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. As of September 30, 2015 and December 31, 2014, allowance for doubtful accounts was $-0-.

Equity Method Investments, Policy [Policy Text Block]

Investments

The Company has adopted Accounting Standards Codification subtopic 323-10, Investments-Equity Methods and Joint Ventures (“ASC 323-10) which requires the accounting for investments where the Company can exert significant influence, but not control of a joint venture or equity investment. The Company accounted for its 33 percent ownership of U.S. Stem Cell Clinic, LLC utilizing the equity method of accounting.

Earnings Per Share, Policy [Policy Text Block]

Net Loss per Common Share, basic and diluted

The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of earnings per share information. Basic loss per share has been calculated based upon the weighted average number of common shares outstanding. Shares issuable upon conversion of convertible debt, stock options and warrants have been excluded as common stock equivalents in the diluted loss per share for the three and nine months ended September 30, 2015 and 2014 because their effect is anti-dilutive on the computation. Fully diluted shares outstanding were 1,206,554 and 659,543 for the three months ended September 30, 2015 and 2014, respectively and 1,107,710 and 605,016 for the nine months ended September 30, 2015 and 2014, respectively.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock based compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of September 30, 2015, there were outstanding stock options to purchase 73,804 shares of common stock, 44,468 shares of which were vested.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts does not exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management.

As of September 30, 2015, five customers represented 15%, 5%, 7%, 15% and 14% respectively for an aggregate of 56% of the Company’s accounts receivable. As of December 31, 2014, two customers represented 38% and 17%, for an aggregate of 55%, of the Company’s accounts receivable.

For the three months ended September 30, 2015, the Company’s revenues earned from the sale of products and services were $557,612, of which one customer represented 11% of the Company’s revenues. For the three months ended September 30, 2014, the Company’s revenues earned from the sale of products and services were $579,536, of which no customers represented 10% or more of the Company’s revenues.

For the nine months ended September 30, 2015, the Company’s revenues earned from the sale of products and services were $1,612,476, of which no customers represented 10% or more of the Company’s revenues. For the nine months ended September 30, 2014, the Company’s revenues earned from the sale of products and services were $1,563,864, of which one customer represented 11% of the Company’s revenues.

Research and Development Expense, Policy [Policy Text Block]

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $12,764 and $39,696 for the three and nine months ended September 30, 2015, respectively; and $8,581 and $33,916 for the three and nine months ended September 30, 2014, respectively.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value

Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.

Derivatives, Policy [Policy Text Block]

Derivative Instrument Liability

The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At September 30, 2015 and December 31, 2014, the Company did not have any derivative instruments that were designated as hedges.

At September 30, 2015 and December 31, 2014, the Company had outstanding convertible notes that contained embedded derivatives. These embedded derivatives include certain conversion features and reset provisions. (See Note 7 and Note 9)

Reliance on Key Personnel and Consultants [Policy Text Block]

Reliance on Key Personnel and Consultants

The Company has four full-time employees and one part-time employee. The Company is heavily dependent on the continued active participation of its two current executive officers, one employee and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.

Reclassification, Policy [Policy Text Block]

Reclassification

Certain reclassifications have been made to prior periods’ data to conform with the current year’s presentation. These reclassifications had no effect on reported income or losses.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

XML

NOTE 7 - NOTES PAYABLE (Details)			1 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended
	Aug. 06, 2015 $ / shares	Jun. 01, 2015 USD ($)	Jul. 31, 2015 USD ($)	Sep. 30, 2015 USD ($) $ / shares	Sep. 30, 2014 USD ($)	Mar. 31, 2014	Sep. 30, 2015 USD ($) $ / shares	Sep. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)	Oct. 25, 2010 USD ($)
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Notes Payable				$ 1,815,532			$ 1,815,532		$ 1,870,972
Derivative Liability, Current				399,328			399,328		741,271
Debt Instrument, Unamortized Discount				180,032			180,032		339,160
Gains (Losses) on Extinguishment of Debt				58,873	$ 85,229		2,097,483	$ 2,272,283
Amortization of Debt Discount (Premium)							612,811	$ 343,592
Notes Payable, Other Payables [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Unamortized Discount				259,720			259,720
Convertible Debt [Member] | Embedded Derivative Financial Instruments [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Embedded Derivative, Fair Value of Embedded Derivative Liability				64,595			64,595
Debt Conversion, Original Debt, Amount							140,405
Seaside National Bank and Trust [Member] | Notes Payable to Banks [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount										$ 980,000
Debt Instrument, Interest Rate, Stated Percentage										4.25%
Debt Instrument, Maturity Date						Dec. 23, 2015
Notes Payable				$ 980,000			$ 980,000		$ 980,000
Hunton & Williams Notes [Member] | Notes Payable, Other Payables [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage				8.00%			8.00%		8.00%
Number of Outstanding Notes Payable				2			2		2
Notes Payable				$ 384,972			$ 384,972		$ 384,972
Debt Instrument, Payment Terms							payable in one balloon payment upon the date the Noteholder provides written demand, however the Company is not obligated to make payments until the Northstar (or successor) Loan is paid off.		payable in one balloon payment upon the date the Noteholder provides written demand, however the Company is not obligated to make payments until the Northstar (or successor) Loan is paid off.
Hunton & Williams Note #1 [Member] | Notes Payable, Other Payables [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Notes Payable				61,150			$ 61,150		$ 61,150
Hunton & Williams Note #2 [Member] | Notes Payable, Other Payables [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Notes Payable				323,822			323,822		323,822
Asher Notes Payable [Member] | Convertible Debt [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount				$ 180,000			$ 180,000
Debt Instrument, Interest Rate, Stated Percentage				8.00%			8.00%
Debt Instrument, Maturity Date							Feb. 06, 2016
Notes Payable				$ 66,000			$ 66,000		151,000
Legal Fees							$ 15,000
Debt Instrument, Term							9 years
Debt Instrument, Convertible, Terms of Conversion Feature							convertible into shares of common stock, at Asher’s option, at a 45% discount to the average of the three lowest closing bid prices of the shares of common stock during the 10 trading day period prior to conversion.
Asher Notes Payable [Member] | Convertible Debt [Member] | Conversion of Debt, Notes and Accrued Interest #1 [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Conversion, Original Debt, Amount							$ 151,000
Asher Notes Payable [Member] | Convertible Debt [Member] | Conversion of Debt, Notes and Accrued Interest #2 [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Conversion, Original Debt, Amount							114,000
Asher Notes Payable [Member] | Convertible Debt [Member] | Embedded Derivative Financial Instruments [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Derivative Liability, Current				72,522			72,522
Embedded Derivative, Fair Value of Embedded Derivative Liability				211,575			211,575
Daniel James Management Notes Payable [Member] | Convertible Debt [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount				$ 100,000			$ 100,000
Debt Instrument, Interest Rate, Stated Percentage				9.50%			9.50%
Debt Instrument, Maturity Date							Sep. 01, 2016
Notes Payable				$ 75,000			$ 75,000		75,000
Debt Instrument, Term							1 year
Debt Instrument, Convertible, Terms of Conversion Feature							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
Daniel James Management Notes Payable [Member] | Convertible Debt [Member] | Conversion of Debt, Notes and Accrued Interest #1 [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Conversion, Original Debt, Amount							$ 75,000
Daniel James Management Notes Payable [Member] | Convertible Debt [Member] | Conversion of Debt, Notes and Accrued Interest #2 [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Conversion, Original Debt, Amount							25,000
Daniel James Management Notes Payable [Member] | Convertible Debt [Member] | Embedded Derivative Financial Instruments [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Derivative Liability, Current				110,537			110,537
Embedded Derivative, Fair Value of Embedded Derivative Liability				180,930			180,930
Fourth Man, LLC Notes Payable [Member] | Convertible Debt [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount				100,000			$ 100,000
Debt Instrument, Maturity Date							Jul. 31, 2016
Notes Payable				75,000			$ 75,000		75,000
Debt Instrument, Term							1 year
Debt Instrument, Convertible, Terms of Conversion Feature							convertible into shares of common stock, at Fourth Man’s option, at a 47% discount to the lowest closing bid price of the common stock during the 10 trading day period prior to conversion
Fourth Man, LLC Notes Payable [Member] | Convertible Debt [Member] | Conversion of Debt, Notes and Accrued Interest #1 [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Conversion, Original Debt, Amount							$ 75,000
Fourth Man, LLC Notes Payable [Member] | Convertible Debt [Member] | Conversion of Debt, Notes and Accrued Interest #2 [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Conversion, Original Debt, Amount							25,000
Fourth Man, LLC Notes Payable [Member] | Convertible Debt [Member] | Embedded Derivative Financial Instruments [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Derivative Liability, Current				108,731			108,731
Embedded Derivative, Fair Value of Embedded Derivative Liability				198,855			198,855
Magna Group Notes Payable [Member] | Convertible Debt [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Maturity Date	Nov. 07, 2015
Notes Payable				64,595			64,595		205,000
Debt Instrument, Convertible, Terms of Conversion Feature	lesser of a) $0.006 or b) a 40% discount from the lowest trading price in the five trading days prior to conversion
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares	$ 0.01035
Magna Group Notes Payable [Member] | Convertible Debt [Member] | Embedded Derivative Financial Instruments [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Derivative Liability, Current				83,787			83,787
Power Up Lending Group Notes Payable [Member] | Notes Payable, Other Payables [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Notes Payable				169,965			169,965		0
Power Up Lending Group Notes Payable [Member] | Convertible Debt [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount			$ 243,000
Debt Instrument, Payment Terms			Under the terms of the agreements, the Company is required to make daily payments equal to the greater of $1,464 or 20% of the Company’s daily cash or monetary sales receipts over the term of the agreements (ranging from 126 to 189 business days).
Proceeds from Convertible Debt			$ 180,000
Debt Instrument, Fee Amount			3,590
Interest Expense, Debt							20,014
Debt Instrument, Unamortized Discount				46,576			46,576
Former Officers and Directors, Non-Related Notes Payable [Member] | Notes Payable, Other Payables [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount									$ 1,500,000
Note Payable, Settlement of Subordinated Debt, Accrued Interest and Guarantor Fees [Member] | Notes Payable, Other Payables [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Face Amount		$ 1,697,762
Debt Instrument, Interest Rate, Stated Percentage		0.00%
Debt Instrument, Maturity Date		Jun. 01, 2020
Debt Instrument, Term		5 years
Debt Instrument, Unamortized Discount			$ 368,615
Debt Instrument, Frequency of Periodic Payment		four semi-annual
Debt Instrument, Periodic Payment		$ 75,000
Debt Instrument, Date of First Required Payment		Dec. 31, 2015
Debt Instrument, Imputed Interest, Stated Percentage			5.00%
Gains (Losses) on Extinguishment of Debt		$ 1,169,058
Amortization of Debt Discount (Premium)				21,396			28,141
Note Payable, Settlement of Subordinated Debt, Accrued Interest and Guarantor Fees [Member] | Notes Payable, Other Payables [Member] | Principal [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Extinguishment of Debt, Amount		1,500,000
Note Payable, Settlement of Subordinated Debt, Accrued Interest and Guarantor Fees [Member] | Notes Payable, Other Payables [Member] | Interest [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Extinguishment of Debt, Amount		373,469
Note Payable, Settlement of Subordinated Debt, Accrued Interest and Guarantor Fees [Member] | Notes Payable, Other Payables [Member] | Guarantor Fees [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Extinguishment of Debt, Amount		$ 624,737
Asher, Daniel, Fourth Man LLC and Magna Notes [Member] | Convertible Debt [Member] | Embedded Derivative Financial Instruments [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Embedded Derivative, Fair Value of Embedded Derivative Liability				375,577			375,577
Proceeds from Convertible Debt							363,964
Interest Expense, Debt							227,396
Debt Instrument, Unamortized Discount				591,360			591,360
Amortization of Debt Discount (Premium)				$ 207,196			$ 632,825
Fair Value Assumptions, Expected Dividend Rate							0.00%
Minimum [Member] | Fourth Man, LLC Notes Payable [Member] | Convertible Debt [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage				8.00%			8.00%
Minimum [Member] | Power Up Lending Group Notes Payable [Member] | Convertible Debt [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Term			126 days
Minimum [Member] | Former Officers and Directors, Non-Related Notes Payable [Member] | Notes Payable, Other Payables [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage									4.75%
Minimum [Member] | Asher, Daniel, Fourth Man LLC and Magna Notes [Member] | Convertible Debt [Member] | Embedded Derivative Financial Instruments [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Fair Value Assumptions, Expected Volatility Rate							111.98%
Fair Value Assumptions, Risk Free Interest Rate							0.17%
Fair Value Assumptions, Expected Term							9 months
Share Price (in Dollars per share) | $ / shares				$ 0.0019			$ 0.0019
Maximum [Member] | Fourth Man, LLC Notes Payable [Member] | Convertible Debt [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage				9.50%			9.50%
Maximum [Member] | Power Up Lending Group Notes Payable [Member] | Convertible Debt [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Term			189 days
Maximum [Member] | Former Officers and Directors, Non-Related Notes Payable [Member] | Notes Payable, Other Payables [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage									8.00%
Maximum [Member] | Asher, Daniel, Fourth Man LLC and Magna Notes [Member] | Convertible Debt [Member] | Embedded Derivative Financial Instruments [Member]
NOTE 7 - NOTES PAYABLE (Details) [Line Items]
Fair Value Assumptions, Expected Volatility Rate							147.97%
Fair Value Assumptions, Risk Free Interest Rate							0.37%
Fair Value Assumptions, Expected Term							1 year
Share Price (in Dollars per share) | $ / shares				$ 0.0127			$ 0.0127

XML

NOTE 5 - ACCRUED EXPENSES (Tables)

9 Months Ended

Sep. 30, 2015

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

Accrued expenses consisted of the following as of September 30, 2015 and December 31, 2014:

	September 30, 2015		December 31, 2014
Amounts payable to the Guarantors of the Company’s loan agreement with Bank of America and Seaside Bank, including fees and interest	$	40,205	$	1,533,217
Interest payable on notes payable		451,937		685,575
Vendor accruals and other		141,582		120,836
Employee commissions, compensation, etc.		22,417		33,987
	$	656,141	$	2,373,615

XML

CONDENSED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (282,982)	$ (1,247,199)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,947	3,745
Bad debt expense	0	28,732
Discount on convertible debt	612,811	343,592
Change in fair value of derivative liability	(260,953)	(61,339)
Gain on settlement of debt	(2,097,483)	(2,272,283)
Common stock issued in settlement of litigation	59,850	0
Non cash payment of interest	227,396	385,501
Warrants issued in connection with joint venture agreement	0	136,837
Related party notes payable issued for services rendered	0	800,000
Income on equity investments	(23,934)	0
Stock based compensation	341,629	446,366
(Increase) decrease in:
Receivables	1,639	(162,682)
Prepaid and other current assets	100	(23,624)
Increase (decrease) in:
Accounts payable	324,026	628,684
Accrued expenses	272,322	246,486
Deferred revenue	32,170	0
Net cash used in operating activities	(789,462)	(747,184)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for investments	(10,000)	0
Purchase of treasury stock	(157,664)	0
Acquisitions of property and equipment	(894)	(8,121)
Net cash used by investing activities	(168,558)	(8,121)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net	582,808	428,251
Proceeds from related party advances	6,604	26,759
Proceeds from exercise of stock options and warrants	0	136,000
Proceeds from notes payable	541,410	388,000
Repayments of notes payable	(143,818)	(223,340)
Net cash provided in financing activities	987,004	755,670
Net increase in cash and cash equivalents	28,984	365
Cash and cash equivalents, beginning of period	36,674	46,227
Cash and cash equivalents, end of period	65,658	46,592
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	273,883	161,532
Income taxes paid	0	0
Non cash financing activities:
Promissory note issued in exchange for subordinated debt and accrued expenses	1,697,762	0
Common Stock Issued in Settlement of Notes Payable [Member]
Non cash financing activities:
Non-cash financing activities, stock issued	623,237	938,075
Common Stock Issued in Settlement of Accounts Payable [Member]
Non cash financing activities:
Non-cash financing activities, stock issued	165,412	857,445
Common Stock Issued in Settlement of Guarantor Fees [Member]
Non cash financing activities:
Non-cash financing activities, stock issued	170,101	0
Common Stock Issued in Settlement of Related Party Notes and Advances Payable [Member]
Non cash financing activities:
Non-cash financing activities, stock issued	$ 0	$ 862,880

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CONDENSED BALANCE SHEETS (Parentheticals) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Promissory note, debt discount (in Dollars)	$ 180,032	$ 339,160
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	20,000,000	20,000,000
Preferred stock, shares outstanding	20,000,000	20,000,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	977,806	581,433
Common stock, shares outstanding	939,954	581,433
Treasury stock, shares	37,852
Notes Payable, Other Payables [Member]
Promissory note, debt discount (in Dollars)	$ 259,720
Notes Payable, Other Payables [Member]
Promissory note, debt discount (in Dollars)	$ 80,754	$ 0

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NOTE 10 - STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2015

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 10 — STOCKHOLDERS’ EQUITY

On October 12, 2015, the Company filed an amendment to its Articles of Incorporation and effected a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock, $0.001 par value, effective November 19, 2015. The Financial Industry Regulatory Authority (“FINRA”) declared the ex-dividend date for the dividend date as November 4, 2015.  All per share amounts and number of shares in the condensed financial statements and related notes have been retroactively restated to reflect the reverse stock split as if it had occurred on the first day of the first period presented resulting in the transfer of $580,852 from common stock to additional paid in capital at December 31, 2014.

During the nine months ended September 30, 2015, the Company issued an aggregate of 20,819 shares of its common stock in the amount of $152,777 for the settlement of outstanding accounts payable and accrued expenses. In connection with the issuance of the shares the Company recognized a gain on settlement of accounts payable and accrued expenses in the amount of $86,763 (see Note 5).

During the nine months ended September 30, 2015, the Company issued 6,650 shares of common stock in settlement of litigation. In connection with the issuances, the Company recognized a loss in the amount of $59,850, which is included in the marketing, general and administration expense in the Statement of Operations (see Note 12).

On April 3, 2015, the Company issued 1,363 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2015 per the forbearance agreement on Northstar note (See Note 8).

During the nine months ended September 30, 2015, the Company issued an aggregate of 247,524 shares of its common stock for the conversion of $623,237 of notes payable and related accrued interest. Upon conversion of the notes, the Company recorded an adjustment to the derivative liability in the amount of $672,350 (see Note 13).

During the nine months ended September 30, 2015, the Company purchased 37,852 shares of the Company’s common stock in the open market at an average cost of $4.17 per share.

During the nine months ended September 30, 2015, the Company issued an aggregate of 87,812 shares of common stock in exchange for $521,538 under the stock purchase agreement with Magna Equities II, LLC (see Note 6), and issued an aggregate of 7,852 shares of common stock in exchange for $61,270. In connection with the stock sale, the Company issued an aggregate of 1,443,656 warrants to purchase the Company’s common stock (see Note 11).

During the nine months ended September 30, 2015, the Company issued an aggregate of 24,353 shares of its common stock in settlement of accumulative outstanding accounts payable due to Guarantors of the Company of $961,125. In connection with the issuance, the Company incurred a $791,024 gain in settlement of debt.

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Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 05, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	U.S. STEM CELL, INC.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		1,283,757
Amendment Flag	false
Entity Central Index Key	0001388319
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	Yes
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3

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NOTE 11 - STOCK OPTIONS AND WARRANTS

9 Months Ended

Sep. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

NOTE 11 — STOCK OPTIONS AND WARRANTS

Stock Options

In December 1999, the Board of Directors and shareholders adopted the 1999 Officers and Employees Stock Option Plan, or the Employee Plan, and the 1999 Directors and Consultants Stock Option Plan, or the Director Plan. The Employee Plan and the Director Plan are collectively referred to herein as the Plans. The Plans are administered by the Board of Directors and the Compensation Committee.

The objectives of the Plans include attracting and retaining key personnel by encouraging stock ownership in the Company by such persons. In February 2010, the Directors & Consultants Plan was amended to extend the termination date of the Plan to December 1, 2011.

On April 1, 2013, the Board of Directors approved, subject to shareholder approval, the establishment of the Bioheart 2013 Omnibus Equity Compensation Plan, or the “2013 Omnibus Plan”. The 2013 Omnibus Plan reserves up to fifty thousand shares of common stock for issuance. On August 4, 2014, the Board of Directors approved to set the reserve to one hundred thousand shares of common stock for issuance and to close the 1999 Officers and Employees Stock Option Plan. On February 2, 2015, at the annual meeting of shareholders, the majority of shareholders approved the 2013 Omnibus Equity Compensation Plan. On November 2, 2015, the Board of Directors approved the increase of the reserve under the 2013 Omnibus Plan to (pre-split) five hundred million shares of common stock for issuance.

A summary of options at September 30, 2015 and activity during the nine months then ended is presented below:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)
Options outstanding at January 1, 2014		23,921		$	150.00	9.0
Granted		43,148		$	23.00	10.0
Exercised		—		$
Forfeited/Expired		(136	)	$	5,200.00
Options outstanding at December 31, 2014		66,933		$	56.00	8.9
Granted		7,100		$	11.16	10.0
Exercised		—
Forfeited/Expired		(229	)	$	5,112.48
Options outstanding at September 30, 2015		73,804		$	36.32	8.3
Options exercisable at September 30, 2015		44,468		$	46.41	8.3
Available for grant at September 30, 2015		89,400

The following information applies to options outstanding and exercisable at September 30, 2015:

		Options Outstanding					Options Exercisable
		Shares		Weighted- Average Remaining Contractual Term	Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
$	0.00 – $20.00		52,690	8.2	$	16.73		34,490	$	16.38
$	20.01 – $30.00		19,849	8.8	$	26.96		8,713	$	26.94
$	30.01 – $100.00		300	5.9	$	70.00		300	$	70.00
$	>100.00		965	4.3	$	1,243.27		965	$	1,243.27
			73,804	8.3	$	36.32		44,468	$	46.41

On February 2, 2015, the Company issued an aggregate 7,000 options to purchase the Company’s common stock at $11.16 per share to members of the Board of Directors, vesting immediately and exercisable over 10 years. The aggregate fair value of $121,735, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 142.65% and Risk free rate: 1.68%.

On August 24, 2015, the Company issued 100 options to purchase the Company’s common stock at $5.31 per share to a consultant, vesting immediately and exercisable over 4 years. The aggregate fair value of $347, determined using the Black Scholes option pricing model with the following assumptions: Dividend yield: 0%; Volatility: 129.01% and Risk free rate: 1.39%.

The fair value of all options vesting during the three and nine months ended September 30, 2015 of $73,520 and $345,761, respectively, was charged to current period operations. The fair value of all options vesting during the three and nine months ended September 30, 2014 of $164,247 and $407,616, respectively, was charged to period operations.

Warrants

A summary of common stock purchase warrants at September 30, 2015 and activity during the period then ended is presented below:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)
Outstanding at January 1, 2014		118,134		$	220.00		6.3
Issued		57,582		$	20.00		8.2
Exercised		(11,918	)	$	10.00
Expired		(13,178	)	$	80.00
Outstanding at December 31, 2014		150,620		$	10.00		6.6
Issued		1,444		$	11.27		10.0
Exercised				$
Expired		(13,325	)	$	24.00
Outstanding at September 30, 2015		138,739		$	182.90		6.5
Exercisable at September 30, 2015		133,194		$	100.27		6.6

The following information applies to common stock purchase warrants outstanding and exercisable at September 30, 2015:

		Warrants Outstanding						Warrants Exercisable
		Shares		Weighted- Average Remaining Contractual Term		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
$	0.01 – $20.00		94,108		7.0	$	15.54		94,108	$	15.54
$	20.01 – $30.00		29,743		6.3	$	24.52		27,743	$	24.72
$	30.01 – $50.00		6,253		3.4	$	48.36		4,253	$	48.49
$	50.01 – $60.00		543		2.2	$	60.00		543	$	60.00
$	>60.00		8,092		4.4	$	2,823.67		6,547	$	1,675.28
			138,739		6.5	$	182.90		133,194	$	100.27

In conjunction with the authorized issuance of common stock, the Company granted 1,444 common stock purchase warrants during the nine months ended September 30, 2015. The warrants are exercisable at an exercise price of approximately $11.27 per share for ten years.

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CONDENSED STATEMENTS OF OPERATIONS (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenue:
Products	$ 321,129	$ 281,752	$ 949,251	$ 869,012
Services	236,483	297,784	663,225	694,852
Total revenue	557,612	579,536	1,612,476	1,563,864
Cost and operating expenses:
Cost of sales	243,940	455,603	868,742	782,487
Research and development	12,764	8,581	39,696	33,916
Marketing, general and administrative	563,676	1,580,325	2,252,057	3,289,419
Depreciation and amortization	1,328	1,759	3,947	3,745
Total operating expenses	821,708	2,046,268	3,164,442	4,109,567
Net loss from operations	(264,096)	(1,466,732)	(1,551,966)	(2,545,703)
Other income (expenses):
Gain on settlement of debt	58,873	85,229	2,097,483	2,272,283
Gain on change of fair value of derivative liability	374,684	239,296	260,953	61,339
Income from equity investment	11,625	0	23,934	0
Other income	10,131	0	13,282	0
Interest expense	(312,576)	(331,026)	(1,126,668)	(1,035,118)
Total other income (expenses)	142,737	(6,501)	1,268,984	1,298,504
Net loss before income taxes	(121,359)	(1,473,233)	(282,982)	(1,247,199)
Income taxes (benefit)	0	0	0	0
NET LOSS	$ (121,359)	$ (1,473,233)	$ (282,982)	$ (1,247,199)
Net loss per common share, basic and diluted (in Dollars per share)	$ (0.15)	$ (2.84)	$ (0.38)	$ (2.68)
Weighted average number of common shares outstanding, basic and diluted (in Shares)	835,113	519,135	736,269	464,608

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NOTE 5 - ACCRUED EXPENSES

9 Months Ended

Sep. 30, 2015

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

NOTE 5 — ACCRUED EXPENSES

Accrued expenses consisted of the following as of September 30, 2015 and December 31, 2014:

	September 30, 2015		December 31, 2014
Amounts payable to the Guarantors of the Company’s loan agreement with Bank of America and Seaside Bank, including fees and interest	$	40,205	$	1,533,217
Interest payable on notes payable		451,937		685,575
Vendor accruals and other		141,582		120,836
Employee commissions, compensation, etc.		22,417		33,987
	$	656,141	$	2,373,615

During the nine months ended September 30, 2014, the Company issued an aggregate of 45,232 shares of its common stock in settlement of outstanding accounts payable and accrued expenses. In connection with the issuance, the Company incurred $105,737 loss in settlement of debt.

During the nine months ended September 30, 2015, the Company issued an aggregate of 20,819 shares of its common stock in settlement of outstanding accounts payable. In connection with the issuance, the Company incurred $86,763 gain in settlement of debt.

During the nine months ended September 30, 2015, the Company incurred a gain of $50,638 in relief of accounts payable.

During the nine months ended September 30, 2015, the Company issued an aggregate of 24,353 shares of its common stock in settlement of accumulative outstanding accounts payable due to Guarantors of the Company of $961,124.  In connection with the issuance, the Company incurred a $791,024 gain in settlement of debt.

During the nine months ended September 30, 2015, the Company settled an outstanding subordinated debt, related accrued interest and accounts payable due to the guarantor by issuing a five year, non-interest bearing note payable.  (See Note 7).  In connection with the note issuance, the Company settled $624,737 of outstanding guarantor fees.

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NOTE 4 - PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

NOTE 4 — PROPERTY AND EQUIPMENT

Property and equipment as of September 30, 2015 and December 31, 2014 summarized as follows:

	September 30, 2015			December 31, 2014
Laboratory and medical equipment	$	353,252		$	352,358
Furniture, fixtures and equipment		125,634			125,634
Computer equipment		47,647			47,647
Leasehold improvements		362,046			362,046
		888,579			887,685
Less accumulated depreciation and amortization		(878,946	)		(874,999	)
	$	9,633		$	12,686

Property and equipment are recorded on the basis of cost. For financial statement purposes, property, plant and equipment are depreciated using the straight-line method over their estimated useful lives.

Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its property and equipment for impairment in accordance with the guidance for impairment of long lived assets.

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NOTE 4 - PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Property and equipment as of September 30, 2015 and December 31, 2014 summarized as follows:

	September 30, 2015			December 31, 2014
Laboratory and medical equipment	$	353,252		$	352,358
Furniture, fixtures and equipment		125,634			125,634
Computer equipment		47,647			47,647
Leasehold improvements		362,046			362,046
		888,579			887,685
Less accumulated depreciation and amortization		(878,946	)		(874,999	)
	$	9,633		$	12,686

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NOTE 12 - COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 12 — COMMITMENTS AND CONTINGENCIES

Litigation

On March 19 2015, the Company settled a prospective dispute with a third party over the use of proprietary information through the issuance of 6,650 shares of common stock. (See Note 10)

On November 10, 2014, the Company was served with a lawsuit by an alleged assignee and a guarantor to a Loan Guarantee, Payment and Security Agreement. These parties claim breach of that Agreement and damages of approximately $2.3 Million plus interest. The assignor and assignee also sued the Company’s directors and two past directors and an affiliate shareholder for breach of fiduciary duty, claiming damages as alleged creditors arising out of these parties’ alleged participation in Northstar Biotech Group, LLC, a secured creditor of the Company. On June 1, 2015, the Company settled the lawsuit. As part of the settlement, the Company recorded a gain of $1,169,058. The Company provided a note to the original guarantor in the amount of $1,697,762, to be paid over a five year period with a 0% interest rate.

The Company is subject to other legal proceedings that arise in the ordinary course of business. In the opinion of management, as of September 30, 2015, the amount of ultimate liability with respect to such matters, if any, in excess of applicable insurance coverage, is not likely to have a material impact on the Company’s business, financial position, results of operations or liquidity. However, as the outcome of litigation and other claims is difficult to predict significant changes in the estimated exposures could exist.

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NOTE 8 - RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 8 — RELATED PARTY TRANSACTIONS

Advances

As of September 30, 2015 and December 31, 2014, the Company’s officers and directors have provided advances in the aggregate of $155,363 and $148,759, respectively, for working capital purposes. The advances are unsecured, due on demand and non-interest bearing.

Notes payable-related party

Northstar Biotechnology Group, LLC

On February 29, 2012, a note issued to BlueCrest Master Fund Limited was assigned to Northstar Biotechnology Group, LLC (“Northstar”), owned partly by certain directors and existing shareholders of the Company, including Dr. William P. Murphy Jr., Dr. Samuel Ahn and Charles Hart. At the date of the assignment, the principal amount of the BlueCrest note was $544,267.

On March 30, 2012, the Company and Northstar agreed to extend until May 1, 2012 the initial payment date for any and all required monthly under the Note, such that the first of the four monthly payments required under the Note will be due and payable on May, 2012 and all subsequent payments will be due on a monthly basis thereafter commencing on June 1, 2012, and to waive any and all defaults and/or events of default under the Note with respect to such payments. The Company did not make the required payment, and as a result, was in default of the revised agreement The Company renegotiated the terms of the Note and Northstar agreed to suspend the requirement of principal payments by the Company and allow payment of interest-only in common stock.

On September 21, 2012, the Company issued 5,000 common stock purchase warrants to Northstar that was treated as additional interest expense upon issuance.

On October 1, 2012, the Company and Northstar entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000 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 was 12.85% per annum. The parties agreed, as of February 28, 2013, to reduce the interest rate to 7% per annum.

In connection with the consideration paid, Northstar waived, from the effective date through the earlier of termination or expiration of the agreement, satisfaction of the obligations as described in the forbearance agreement.

In 2012, 5,000,000 shares of Series A Convertible Preferred Stock were approved to be issued, which was subsequently increased to 20,000,000 shares of preferred stock as Series A Convertible Preferred Stock. In addition, the Company is obligated to issue additional preferred stock equal in lieu of payment of cash of accrued and unpaid interest on each six month anniversary of the effective date (October 1, 2012). In lieu of the initial two payments in preferred stock, the parties have determined to modify the voting rights of the Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stock holders to 25 votes per share on matters to be voted on by the common stock holders and all prior and subsequent payments of interest will be in common stock. The Company is required to issue additional shares of its common stock (as amended), in lieu of cash, each six month anniversary of the effective date for any accrued and unpaid interest.

As described above, during the year ended December 31, 2013, the Company issued the 5,000,000 shares of Series A Convertible Preferred Stock and the 10,000 of common stock described above in exchange for the $210,000 as payment towards outstanding principle of the debt. In addition, the Company issued 15,000,000 shares of Series A Convertible Preferred Stock as a penalty in settlement of the terms of the forbearance agreement. The fair value of the Preferred Stock of $274,050 was included in interest expense for the year ended December 31, 2013.

On September 30, 2013, the Company issued 8,772 shares of its common stock as payment of $100,000 towards cash advances.

On December 24, 2013, the Company issued 3,916 shares of its common stock as payment of accrued interest through June 30, 2013 of $85,447.

On April 2, 2014, the Company issued 275 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2014 per the forbearance agreement.

On September 17, 2014, limited waiver and forbearance agreement entered into on October 1, 2012 to provide that the perpetual license on products as described for resale, relicensing and commercialization outside the United States was amended as such to condition upon NorthStar providing certain financing, which financing the Company, in its sole discretion, could decline and retain the license.

On October 3, 2014, the Company issued 515 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,705 due October 1, 2014 per the forbearance agreement.

On April 3, 2015, the Company issued 1,363 shares of its common stock in lieu of payment in cash of accrued and unpaid interest of $12,635 due April 1, 2015 per the forbearance agreement.

As of September 30, 2015 and December 31, 2014, the principle of this note was $362,000.

	September 30, 2015		December 31, 2014
Notes payable, Dr Murphy	$	465,240	$	465,240
Note payable, Mr. Tomas		252,250		331,354
Note payable, Mr. Tomas		375,000		375,000
Note payable, Mr. Tomas		500,000		500,000
Note payable, Ms. Comella		287,772		299,465
Total	$	1,880,262	$	1,971,059

Notes payable, Dr. Murphy

At September 30, 2015 and December 31, 2014, the Company has outstanding notes payable to Dr. Murphy with interest at 8% per annum due at maturity in aggregate $465,240. Of the outstanding balance, certain subordinated notes totaling $100,000 and $140,000 were previously due on November 30, 2012 and June 4, 2011 respectively, and are unsecured. The Company is not obligated to make payment until Northstar (or successor) Loan is paid off.

Notes payable, Mr. Tomas

In 2013, the Company issued a promissory note payable for previous advances and accrued compensation. The promissory note bears interest of 5% per annum and due on demand. During the nine months ended September 30, 2015, the Company paid off $79,104 of the outstanding promissory note. The principle outstanding balance of this note as of September 30, 2015 is $252,250.

On August 1, 2013, the Company issued a $375,000 promissory note due on demand in settlement of accrued compensation. The promissory note bears interest of 5% per annum and is due on demand. The principle outstanding balance of this note as of September 30, 2015 is $375,000.

On July 1, 2014, the Company issued a $500,000 promissory note in settlement of accrued compensation. The promissory note bears interest of 5% per annum and was due on January 1, 2015. The principle outstanding balance of this note as of September 30, 2015 is $500,000.

Notes payable, Ms. Comella

On July 1, 2014, the Company issued a $300,000 promissory note in settlement of accrued compensation. The promissory note bears interest of 5% per annum and due on January 1, 2015. During the nine months ended September 30, 2015, the Company paid off $11,693 of the outstanding promissory note. The principle outstanding balance of this note as of September 30, 2015 is $287,772.

Transactions with Pavilion

During the three and nine months ended September 30, 2015, the Company purchased $69,973 and $242,271 lab kits, respectively, from Pavillion, Inc., a related party, whose owner is related to an officer of the Company.

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NOTE 6 - STOCK PURCHASE AGREEMENT

9 Months Ended

Sep. 30, 2015

Stock Purchase Agreement Disclosure [Abstract]

Stock Purchase Agreement Disclosure [Text Block]

NOTE 6 – STOCK PURCHASE AGREEMENT

On October 23, 2014, the Company, entered into a common stock purchase agreement (the “Purchase Agreement”) with Magna Equities II, LLC, a New York limited liability company (the “Investor”).  The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, the Investor is committed to purchase up to $3,000,000 (the “Total Commitment”) worth of the Company’s common stock, $0.001 par value (the “Shares”), over the 24-month term of the Purchase Agreement.

From time to time over the term of the Purchase Agreement, commencing on the trading day immediately following the date on which the initial registration statement was declared effective by the Securities and Exchange Commission (the “Commission”), the Company may provide the Investor with a draw down notice to purchase a specified dollar amount of Shares, with each draw down subject to certain limitations. The Company may not deliver any Draw Down Notice to the Investor if the Initial Purchase Price with respect to the Shares subject to such Draw Down Notice is less than $2.50 as of the date the applicable Draw Down Notice is received by the Investor (the “Draw Down Exercise Date”).

The applicable Initial Purchase Price, the “Initial Purchase Price”, is defined as a price equal to 93% of the lowest of (i) the arithmetic average of the three lowest daily volume weighted average prices for the Company’s common stock (the “VWAP”) during the 10 consecutive trading days ending on the trading day immediately preceding the applicable Draw Down Exercise Date, (ii) the arithmetic average of the three lowest closing sale prices for the Company’s common stock during the 10 consecutive trading days ending on the trading day immediately preceding the applicable Draw Down Exercise Date and (iii) the closing sale price for the Company’s common stock on the trading day immediately preceding the applicable Draw Down Exercise Date.

In 2014, the Company paid to the Investor as a commitment fee for entering into the Purchase Agreement equal an aggregate of to 12,000 shares of the Company’s common stock.

During the nine months ended September 30, 2015, the Company issued an aggregate of 87,812 shares of its common stock in exchange for $521,538 under the Purchase Agreement. (See Note 10)

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NOTE 7 - NOTES PAYABLE

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

NOTE 7 — NOTES PAYABLE

Notes payable were comprised of the following as of September 30, 2015 and December 31, 2014:

	September 30, 2015			December 31, 2014
Seaside Bank note payable.	$	980,000		$	980,000
Hunton & Williams notes payable		384,972			384,972
Asher notes payable		66,000			151,000
Daniel James Management notes payable		75,000			75,000
Fourth Man, LLC notes payable		75,000			75,000
Magna Group note payable		64,595			205,000
Power Up Lending Group notes payable		169,965			-
Total notes payable		1,815,532			1,870,972
Less unamortized debt discount		(180,032	)		(339,160	)
Total notes payable net of unamortized debt discount	$	1,635,500		$	1,531,812

Seaside Bank

On October 25, 2010, the Company entered into a Loan Agreement with Seaside National Bank and Trust for a $980,000 loan at 4.25% per annum interest that was used to refinance the Company’s loan with Bank of America. The obligation is guaranteed by certain shareholders of the Company. The Company renewed the loan with Seaside National Bank and Trust during the first quarter of 2014 to extend the maturity date to December 23, 2015.

Hunton & Williams Notes

At September 30, 2015 and December 31, 2014, the Company has two outstanding notes payable with interest at 8% per annum due at maturity. The two notes, $61,150 and $323,822, are payable in one balloon payment upon the date the Noteholder provides written demand, however the Company is not obligated to make payments until the Northstar (or successor) Loan is paid off.

Asher Notes (During this period)

During the nine months ended September 30, 2015, the Company entered into Securities Purchase Agreements with Asher Enterprises, Inc. (“Asher”) or affiliates, for the sale of 8% convertible notes in aggregate principal amount of $180,000 (the “Asher Notes”). The Company incurred legal fees in the amount of $15,000 which were deducted from the proceeds of the notes.

The Asher Notes bear interest at the rate of 8% per annum. As of the nine months ended September 30, 2015, all interest and principal must be repaid nine months from the issuance date, with the last note being due February 6, 2016. The Asher Notes are convertible into shares of common stock, at Asher’s option, at a 45% discount to the average of the three lowest closing bid prices of the shares of common stock during the 10 trading day period prior to conversion. The Company has identified the embedded derivatives related to the Asher Notes. (see note 9)

These embedded derivatives included certain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Asher Notes and to fair value as of each subsequent reporting date, which at September 30, 2015 was $72,522. At the inception of the Asher Notes, the Company determined the aggregate fair value of $211,575 of the embedded derivatives.

During the nine months ended September 30, 2015, $151,000 of notes plus accrued interest that were outstanding at December 31, 2014, and $114,000 of notes plus accrued interest that were issued during 2015, were converted into shares of the Company’s common stock (see Note 10).

The remaining aggregate Asher Notes unconverted principle balance as of September 30, 2015 was $66,000.

Daniel James Management (During this period)

During the nine months ended September 30, 2015, the Company entered into Securities Purchase Agreements with Daniel James Management (“Daniel”) for the sale of 9.5% convertible note in aggregate principal amount of $100,000 (the “Daniel Notes”).

The Daniel Notes bear interest at the rate of 9.5% per annum. As of the nine months ended September 30, 2015, all interest and principal must be repaid one year from the issuance date, with the last note being due September 1, 2016. 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 9).

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, 2015 was $110,537. At the inception of the Daniel Notes, the Company determined the aggregate fair value of $180,930 of the embedded derivatives.

During the nine months ended September 30, 2015, $75,000 of notes plus accrued interest that were outstanding at December 31, 2014, and $25,000 of notes plus accrued interest that were issued during 2015, were converted into shares of the Company’s common stock (see Note 10).

The remaining aggregate Daniel Notes unconverted principle balance as of September 30, 2015 was $75,000.

Fourth Man, LLC (During this period)

During the nine months ended September 30, 2015, the Company entered into Securities Purchase Agreements with Fourth Man, LLC. (“Fourth Man”), for the sale of a 9.5% convertible notes in the aggregate principal amount of $100,000 (the “Notes”).

The Notes bears interest at the rate of 8% to 9.5% per annum. As of the nine months ended September 30, 2015, all interest and principal must be repaid one year from the issuance date, with the last note being due July 31, 2016. The Notes are convertible into shares of common stock, at Fourth Man’s option, at a 47% discount to the lowest closing bid price 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 9)

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, 2015 was $108,731.  At the inception of the Fourth Man Notes, the Company determined the aggregate fair value of $198,855 of the embedded derivatives.

During the nine months ended September 30, 2015, $75,000 of notes plus accrued interest that were outstanding at December 31, 2014, and $25,000 of notes plus accrued interest that were issued during 2015, were converted into shares of the Company’s common stock (see Note 10).

The remaining aggregate Fourth Man, LLC Notes unconverted principle balance as of September 30, 2015 was $75,000.

Magna Group (During this period)

On August 6, 2015, the Company amended the securities purchase agreement with Magna amending the maturity date of its convertible notes payable with Magna from August 7, 2015 to November 7, 2015.  This amendment also changes to conversion price of the notes from $0.01035 to the lesser of a) $0.006 or b) a 40% discount from the lowest trading price in the five trading days prior to conversion.

The Company has identified the embedded derivatives related to the Magna Notes. These embedded derivatives included certain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Magna Notes and to fair value as of each subsequent reporting date which at September 30, 2015 was $83,787.

During the nine months ended September 30, 2015, $140,405 of notes that were outstanding at December 31, 2014, plus accrued interest, were converted into shares of the Company’s common stock (see Note 10). The remaining aggregate Magna notes unconverted principle balance as of September 30, 2015 was $64,595.

PowerUp Lending Group, Ltd

In July 2015, the Company entered into two revenue based factoring agreements and received an aggregate of $180,000 (less origination fees of $3,590) in exchange for $243,000 of future receipts relating to monies collected from customers or other third party payors. Under the terms of the agreements, the Company is required to make daily payments equal to the greater of $1,464 or 20% of the Company’s daily cash or monetary sales receipts over the term of the agreements (ranging from 126 to 189 business days). The Company has recorded a debt discount which is being amortized to interest expense over the term of the agreements. At September 30. 2015, the Company has recorded interest expense in the amount of $20,014 under the terms of the agreement. The remaining unamortized debt discount at September 30, 2015 is $46,576.

Promissory note

At December 31, 2014, a related party to one of the Company’s former officers provided notes in aggregate of $1,500,000.  As of December 31, 2014, these notes were not considered as related party. The notes range from 4.75% to 8% per annum and are due upon payoff of the Northstar note payable described in Note 8.

On June 1, 2015, the Company issued an amended and restated promissory note of $1,697,762 in settlement of the $1,500,000 outstanding subordinated debt (See Note 12), related accrued interest of $373,469 and accumulated and unpaid guarantor fees of $624,737 (See Note 5).

The note is unsecured and non-interest bearing with four semi-annual payments of $75,000 beginning on December 31, 2015 with the remaining unpaid balance due June 1, 2020.

The Company imputed an interest rate of 5% and discounted the promissory note accordingly. The imputed debt discount of $368,615 is amortized to interest expense using the effective interest method.

In connection with the settlement, the Company recorded a gain on settlement of debt of $1,169,058.

For the three and nine months ended September 30, 2015, the Company amortized $21,396 and $28,141 of debt discounts to current period operations as interest expense, respectively.

Summary:

The Company has identified the embedded derivatives related to the Asher, Daniel, Fourth Man LLC and Magna notes. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of these notes and to fair value as of each subsequent reporting date which at September 30, 2015 was $375,577. The fair value of the embedded derivatives at issuance of the Asher, Daniel, Fourth Man and Magna Notes, was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 111.98% to 147.97%, (3) weighted average risk-free interest rate of 0.17% to 0.37%, (4) expected lives of 0.75 to 1.00 years, and (5) estimated fair value of the Company’s common stock from $0.0019 to $0.0127 per share.

The initial fair value of the embedded debt derivative of $591,360 was allocated as a debt discount up to the proceeds of the notes ($363,964) with the remainder ($227,396) charged to current period operations as interest expense. For the three and nine months ended September 30, 2015, the Company amortized an aggregate of $207,196 and $632,825 of debt discounts to current period operations as interest expense, respectively.

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NOTE 9 - DERIVATIVE LIABILITIES

9 Months Ended

Sep. 30, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

NOTE 9 — DERIVATIVE LIABILITIES

Reset warrants

On October 1, 2012, in connection with the forbearance agreement with Northstar as discussed in Note 8 above, the Company issued an aggregate of 15,000 common stock purchase warrants to purchase the Company’s common stock with an exercise price of $0.014 per share for ten years with anti-dilutive (reset) provisions.

The Company has identified embedded derivatives related to the issued warrants. These embedded derivatives included certain and anti-dilutive (reset) provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to fair value as of each subsequent reporting date.

At September 30, 2015, the fair value of the reset provision related to the embedded derivative liability of $23,751 was determined using the Binomial Option Pricing model with the following assumptions: dividend yield: 0%; volatility: 136.32%; risk free rate: 1.74%; and expected life: 7.00 years. The Company recorded a gain on change in derivative liabilities of $58,760 and $126,168 during the three and nine months ended September 30, 2015, respectively.

Convertible notes

In 2014 and the nine months ended September 30, 2015, the Company issued convertible notes (see Note 7 above).

These notes are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of these notes and to fair value as of each subsequent reporting date.

The fair value of the embedded derivatives at September 30, 2015, in the amount of $375,577, was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 136.32%, (3) weighted average risk-free interest rate of 0.01 to 0.33%, (4) expected lives of 0.25 to 0.92 years, and (5) estimated fair value of the Company’s common stock of $0.0019 per share. The Company recorded a gain on change in derivative liabilities of $315,924 and $134,784 during the three and nine months ended September 30, 2015, respectively.

Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.

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NOTE 5 - ACCRUED EXPENSES (Details) - Schedule of Accrued Liabilities - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Schedule of Accrued Liabilities [Abstract]
Amounts payable to the Guarantors of the Company’s loan agreement with Bank of America and Seaside Bank, including fees and interest	$ 40,205	$ 1,533,217
Interest payable on notes payable	451,937	685,575
Vendor accruals and other	141,582	120,836
Employee commissions, compensation, etc.	22,417	33,987
	$ 656,141	$ 2,373,615

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NOTE 14 - SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2015

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 14 — SUBSEQUENT EVENTS

Subsequent stock issuances

In October and November 2015, the Company issued an aggregate of 252,157 shares of its common stock in settlement of $136,095  of outstanding convertible notes payable and $7,499 accrued interest; 14,848 shares of its common stock in settlement of services of approximately $65,015. In addition, the Company issued an aggregate 38,678 shares of its common stock in settlement of $100,000 principal and $12,705 accrued interest on Northstar debt. The Company also issued an aggregate of 274,211 shares of its common stock in settlement of $471,000 of outstanding notes payable and advances to related parties.

Subsequent financing

On October 1, 2015, the Company entered into a Securities Purchase Agreement with Magna Equities, II, LLC for the sale of 12% convertible note in the principal amount of $160,000 (the “Note”).

The Note bears interest at the rate of 12% per annum. All interest and principal must be repaid on August 1, 2016. The Note is convertible into common stock, at Magna Equities, II, LLC’s option, at a $0.72 per share or if a registration statement registering the underlying shares of common stock is not filed within 70 days, 45%  of the lowest trading price during five consecutive trading days prior to conversion with anti-dilutive provisions.

On October 7, 2015, the Company entered into a Securities Purchase Agreement with Fourth Man, LLC., for the sale of a 9.5% convertible note in the principal amount of $25,000 (the “Note”).

The Note bears interest at the rate of 9.5% per annum. All interest and principal must be repaid on October 6, 2016. The Note is convertible into common stock, at Fourth Man’s option, at a 47% discount to the lowest daily closing trading price of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the Note in full, the Company is required to pay off all principal at 150%, interest and any other amounts.

The Company amended its Articles of Incorporation to change its name to U.S. Stem Cell, Inc. and to implement a reverse stock split in the ratio of 1 share for every 1,000 shares of common stock. This amendment was approved and filed of record by the Florida Secretary of State on October 12, 2015, effective on October 19, 2015.  FINRA has declared the Company’s 1-for-1,000 reverse stock split market effective as of November 4, 2015. The number of authorized shares of common and preferred stock remained unchanged.  All fractional shares will be rounded up. In addition, the ticker symbol will be BHRTD for 20 business days on November 4th2015 and will change to USRM (OTC Markets) on December 2, 2015.

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NOTE 8 - RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

Schedule of Related Party Transactions [Table Text Block]

	September 30, 2015		December 31, 2014
Notes payable, Dr Murphy	$	465,240	$	465,240
Note payable, Mr. Tomas		252,250		331,354
Note payable, Mr. Tomas		375,000		375,000
Note payable, Mr. Tomas		500,000		500,000
Note payable, Ms. Comella		287,772		299,465
Total	$	1,880,262	$	1,971,059

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NOTE 13 - FAIR VALUE MEASUREMENT (Details) - Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Total (gains) losses
Balance	$ 399,328
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | Embedded Derivative Financial Instruments [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance	149,920	$ 146,855
Net gain for the period included in earnings relating to the liabilities held at September 30, 2015	126,169
Total (gains) losses
Initial fair value of derivative		0
Mark-to-market	(126,169)	3,065
Transfers out of Level 3		0
Balance	23,751	149,920
Fair Value, Inputs, Level 3 [Member] | Debt [Member] | Embedded Derivative Financial Instruments [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance	591,351	256,956
Net gain for the period included in earnings relating to the liabilities held at September 30, 2015	134,784
Total (gains) losses
Initial fair value of derivative	591,360	1,443,708
Mark-to-market	(134,784)	(429,018)
Transfers out of Level 3	(672,350)	(680,295)
Balance	$ 375,577	$ 591,351

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NOTE 10 - STOCKHOLDERS' EQUITY (Details) - USD ($)										3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 12, 2015	Apr. 03, 2015	Mar. 19, 2015	Oct. 03, 2014	Apr. 02, 2014	Dec. 24, 2013	Sep. 30, 2013	Oct. 01, 2012	Sep. 21, 2012	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013	Oct. 23, 2014
NOTE 10 - STOCKHOLDERS' EQUITY (Details) [Line Items]
Common Stock, Par or Stated Value Per Share (in Dollars per share)										$ 0.001		$ 0.001		$ 0.001
Adjustments to Additional Paid in Capital, Stock Split														$ 580,852
Gains (Losses) on Extinguishment of Debt										$ 58,873	$ 85,229	$ 2,097,483	$ 2,272,283
Stock Issued During Period, Shares, Settlement of Litigation (in Shares)			6,650									6,650
Gain (Loss) Related to Litigation Settlement												$ (59,850)	$ 0
Stock Issued During Period, Value, New Issues												$ 582,808
Class of Warrant or Rights, Granted (in Shares)												1,444		57,582
Stock Purchase Agreement, Magna Equities II, LLC [Member]
NOTE 10 - STOCKHOLDERS' EQUITY (Details) [Line Items]
Stock Issued During Period, Shares, New Issues (in Shares)												87,812
Stock Issued During Period, Value, New Issues												$ 521,538
Stock Purchase Agreement [Member]
NOTE 10 - STOCKHOLDERS' EQUITY (Details) [Line Items]
Common Stock, Par or Stated Value Per Share (in Dollars per share)																$ 0.001
Stock Issued During Period, Shares, New Issues (in Shares)												7,852		12,000
Stock Issued During Period, Value, New Issues												$ 61,270
Class of Warrant or Rights, Granted (in Shares)												1,443,656
Subsequent Event [Member]
NOTE 10 - STOCKHOLDERS' EQUITY (Details) [Line Items]
Stockholders' Equity, Reverse Stock Split	1-for-1,000
Common Stock [Member]
NOTE 10 - STOCKHOLDERS' EQUITY (Details) [Line Items]
Stock Issued During Period, Shares, Settlement of Litigation (in Shares)												6,650
Stock Repurchased During Period, Shares (in Shares)												37,852
Treasury Stock Acquired, Average Cost Per Share (in Dollars per share)												$ 4.17
Stock Issued During Period, Shares, New Issues (in Shares)												95,664
Stock Issued During Period, Value, New Issues												$ 96
Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member]
NOTE 10 - STOCKHOLDERS' EQUITY (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)												20,819
Debt Conversion, Original Debt, Amount												$ 152,777
Gains (Losses) on Extinguishment of Debt												$ 86,763
Common Stock Issued in Settlement of Notes Payable and Accrued Interest [Member]
NOTE 10 - STOCKHOLDERS' EQUITY (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)												247,524
Debt Conversion, Original Debt, Amount												$ 623,237
Common Stock Issued in Settlement of Guarantor Fees [Member]
NOTE 10 - STOCKHOLDERS' EQUITY (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)												24,353
Debt Conversion, Original Debt, Amount												$ 961,125
Gains (Losses) on Extinguishment of Debt												$ 791,024
Notes Payable, Other Payables [Member] | Affiliated Entity [Member]
NOTE 10 - STOCKHOLDERS' EQUITY (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)						3,916	8,772								10,000
Class of Warrant or Rights, Granted (in Shares)								15,000	5,000
Notes Payable, Other Payables [Member] | Interest [Member] | Affiliated Entity [Member]
NOTE 10 - STOCKHOLDERS' EQUITY (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)		1,363		515	275							1,363
Debt Conversion, Original Debt, Amount												$ 12,635
Fair Value, Inputs, Level 3 [Member] | Embedded Derivative Financial Instruments [Member] | Debt [Member]
NOTE 10 - STOCKHOLDERS' EQUITY (Details) [Line Items]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers out of Level 3												$ (672,350)		$ (680,295)

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CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (unaudited) - 9 months ended Sep. 30, 2015 - USD ($)	Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member] Common Stock [Member]	Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member] Additional Paid-in Capital [Member]	Common Stock Issued in Settlement of Accounts Payable, Accrued Expenses and Accrued Interest [Member]	Common Stock Issued in Settlement of Guarantor Fees [Member] Common Stock [Member]	Common Stock Issued in Settlement of Guarantor Fees [Member] Additional Paid-in Capital [Member]	Common Stock Issued in Settlement of Guarantor Fees [Member]	Common Stock Issued in Settlement of Other Debt [Member] Common Stock [Member]	Common Stock Issued in Settlement of Other Debt [Member] Additional Paid-in Capital [Member]	Common Stock Issued in Settlement of Other Debt [Member]	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2014										$ 20,000	$ 581	$ 109,519,913	$ 0	$ (120,434,494)	$ (10,894,000)
Balance (in Shares) at Dec. 31, 2014										20,000,000	581,433
Common stock issued settlement of debt	$ 22	$ 165,390	$ 165,412	$ 24	$ 170,077	$ 170,101	$ 248	$ 1,295,340	$ 1,295,588
Common stock issued settlement of debt (in Shares)	22,182			24,353			247,524
Proceeds from issuance of common stock											$ 96	582,712			582,808
Proceeds from issuance of common stock (in Shares)											95,664
Common stock issued in settlement of litigation											$ 7	59,843			$ 59,850
Common stock issued in settlement of litigation (in Shares)											6,650				6,650
Purchase of 37,852 shares of Company's common stock at average cost of $4.17 per share													(157,664)		$ (157,664)
Stock based compensation												341,629			341,629
Net loss														(282,982)	(282,982)
Balance at Sep. 30, 2015										$ 20,000	$ 978	$ 112,134,904	$ (157,664)	$ (120,717,476)	$ (8,719,258)
Balance (in Shares) at Sep. 30, 2015										20,000,000	977,806

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NOTE 3 - INVESTMENTS

9 Months Ended

Sep. 30, 2015

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments and Joint Ventures Disclosure [Text Block]

NOTE 3 — INVESTMENTS

Investment is comprised of a 33% ownership of U.S. Stem Cell Clinic, LLC, accounted for using the equity method of accounting. The investments in 2014 and 2015 of cash and expenses paid on U.S. Stem Cell Clinic, LLC’s behalf were an aggregate of $59,714. The Company’s 33% income earned by U.S. Stem Cell Clinic, LLC of $11,625 and $23,934 for the three and nine months ended September 30, 2015, respectively, (inception to date income of $14,816) was recorded as other income/expense in the Company’s Statement of Operations in the appropriate periods and increased the carrying value of the investment to $74,530.

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NOTE 11 - STOCK OPTIONS AND WARRANTS (Tables)

9 Months Ended

Sep. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of options at September 30, 2015 and activity during the nine months then ended is presented below:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)
Options outstanding at January 1, 2014		23,921		$	150.00	9.0
Granted		43,148		$	23.00	10.0
Exercised		—		$
Forfeited/Expired		(136	)	$	5,200.00
Options outstanding at December 31, 2014		66,933		$	56.00	8.9
Granted		7,100		$	11.16	10.0
Exercised		—
Forfeited/Expired		(229	)	$	5,112.48
Options outstanding at September 30, 2015		73,804		$	36.32	8.3
Options exercisable at September 30, 2015		44,468		$	46.41	8.3
Available for grant at September 30, 2015		89,400

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block]

The following information applies to options outstanding and exercisable at September 30, 2015:

		Options Outstanding					Options Exercisable
		Shares		Weighted- Average Remaining Contractual Term	Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
$	0.00 – $20.00		52,690	8.2	$	16.73		34,490	$	16.38
$	20.01 – $30.00		19,849	8.8	$	26.96		8,713	$	26.94
$	30.01 – $100.00		300	5.9	$	70.00		300	$	70.00
$	>100.00		965	4.3	$	1,243.27		965	$	1,243.27
			73,804	8.3	$	36.32		44,468	$	46.41

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

A summary of common stock purchase warrants at September 30, 2015 and activity during the period then ended is presented below:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)
Outstanding at January 1, 2014		118,134		$	220.00		6.3
Issued		57,582		$	20.00		8.2
Exercised		(11,918	)	$	10.00
Expired		(13,178	)	$	80.00
Outstanding at December 31, 2014		150,620		$	10.00		6.6
Issued		1,444		$	11.27		10.0
Exercised				$
Expired		(13,325	)	$	24.00
Outstanding at September 30, 2015		138,739		$	182.90		6.5
Exercisable at September 30, 2015		133,194		$	100.27		6.6

Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Table Text Block]

The following information applies to common stock purchase warrants outstanding and exercisable at September 30, 2015:

		Warrants Outstanding						Warrants Exercisable
		Shares		Weighted- Average Remaining Contractual Term		Weighted- Average Exercise Price		Shares		Weighted- Average Exercise Price
$	0.01 – $20.00		94,108		7.0	$	15.54		94,108	$	15.54
$	20.01 – $30.00		29,743		6.3	$	24.52		27,743	$	24.72
$	30.01 – $50.00		6,253		3.4	$	48.36		4,253	$	48.49
$	50.01 – $60.00		543		2.2	$	60.00		543	$	60.00
$	>60.00		8,092		4.4	$	2,823.67		6,547	$	1,675.28
			138,739		6.5	$	182.90		133,194	$	100.27

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NOTE 8 - RELATED PARTY TRANSACTIONS (Details) - USD ($)										3 Months Ended	9 Months Ended	12 Months Ended
	Apr. 03, 2015	Oct. 03, 2014	Jul. 01, 2014	Apr. 02, 2014	Dec. 24, 2013	Sep. 30, 2013	Oct. 01, 2012	Sep. 21, 2012	Mar. 30, 2012	Sep. 30, 2015	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2013	Aug. 01, 2013	Feb. 28, 2013	Feb. 29, 2012
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Due to Related Parties, Current										$ 155,363	$ 155,363	$ 148,759
Class of Warrant or Rights, Granted (in Shares)											1,444	57,582
Preferred Stock, Shares Authorized (in Shares)										20,000,000	20,000,000	20,000,000
Notes Payable, Related Parties										$ 1,880,262	$ 1,880,262	$ 1,971,059
Series A Preferred Stock [Member]
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Preferred Stock, Voting Rights							modify the voting rights of the Series A Convertible Preferred Stock from 20 votes per share on matters to be voted on by the common stock holders to 25 votes per share on matters to be voted on by the common stock holders and all prior and subsequent payments of interest will be in common stock
Immediate Family Member of Management or Principal Owner [Member]
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Related Party Transaction, Purchases from Related Party										69,973	242,271
Notes Payable, Other Payables [Member] | Affiliated Entity [Member]
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Face Amount																$ 544,267
Debt Instrument, Payment Terms							Company is obligated to issue additional preferred stock equal in lieu of payment of cash of accrued and unpaid interest on each six month anniversary of the effective date (October 1, 2012).		agreed to extend until May 1, 2012 the initial payment date for any and all required monthly under the Note, such that the first of the four monthly payments required under the Note will be due and payable on May, 2012 and all subsequent payments will be due on a monthly basis thereafter commencing on June 1, 2012, and to waive any and all defaults and/or events of default under the Note with respect to such payments. The Company did not make the required payment, and as a result, was in default of the revised agreement The Company renegotiated the terms of the Note and Northstar agreed to suspend the requirement of principal payments by the Company and allow payment of interest-only in common stock.
Class of Warrant or Rights, Granted (in Shares)							15,000	5,000
Debt Instrument, Debt Default, Description of Violation or Event of Default							entered into a limited waiver and forbearance agreement providing a recapitalized new note balance comprised of all sums due Northstar with a maturity date extended perpetually. The Company agreed to issue 5,000,000 shares of Series A Convertible Preferred Stock and 10,000 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.
PercentageOfRevenuesToBeReceivedAsRoyalty							8.00%
Debt Instrument, Interest Rate, Stated Percentage							12.85%								7.00%
Debt Conversion, Converted Instrument, Shares Issued (in Shares)					3,916	8,772							10,000
Debt Conversion, Converted Instrument, Amount					$ 85,447	$ 100,000							$ 210,000
Notes Payable, Related Parties										$ 362,000	$ 362,000	$ 362,000
Notes Payable, Other Payables [Member] | Affiliated Entity [Member] | Series A Preferred Stock [Member]
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)													5,000,000
Stock Issued During Period, Value, Other													$ 274,050
Notes Payable, Other Payables [Member] | Affiliated Entity [Member] | Series A Preferred Stock [Member] | Settlement of Forbearance Agreement, Penalty [Member]
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Stock Issued During Period, Shares, Other (in Shares)													15,000,000
Notes Payable, Other Payables [Member] | Director [Member]
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Payment Terms											The Company is not obligated to make payment until Northstar (or successor) Loan is paid off.
Debt Instrument, Interest Rate, Stated Percentage										8.00%	8.00%	8.00%
Notes Payable, Related Parties										$ 465,240	$ 465,240	$ 465,240
Notes Payable, Other Payables [Member] | Chief Scientific Officer [Member]
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Face Amount			$ 300,000
Debt Instrument, Interest Rate, Stated Percentage			5.00%
Notes Payable, Related Parties										$ 287,772	287,772	299,465
Debt Instrument, Maturity Date			Jan. 01, 2015
Repayments of Related Party Debt											$ 11,693
Notes Payable, Other Payables [Member] | Interest [Member] | Affiliated Entity [Member]
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)	1,363	515		275							1,363
Debt Conversion, Converted Instrument, Amount	$ 12,635	$ 12,705		$ 12,635
Note Payable #1 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member]
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage										5.00%	5.00%
Notes Payable, Related Parties										$ 252,250	$ 252,250	331,354
Repayments of Related Party Debt											79,104
Note Payable #1 [Member] | Subordinated Debt [Member] | Director [Member]
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Notes Payable, Related Parties										100,000	$ 100,000
Debt Instrument, Maturity Date											Nov. 30, 2012
Note Payable #2 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member]
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Face Amount														$ 375,000
Debt Instrument, Interest Rate, Stated Percentage														5.00%
Notes Payable, Related Parties										375,000	$ 375,000	375,000
Note Payable #2 [Member] | Subordinated Debt [Member] | Director [Member]
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Notes Payable, Related Parties										140,000	$ 140,000
Debt Instrument, Maturity Date											Jun. 04, 2011
Note Payable #3 [Member] | Notes Payable, Other Payables [Member] | Chief Executive Officer [Member]
NOTE 8 - RELATED PARTY TRANSACTIONS (Details) [Line Items]
Debt Instrument, Face Amount			$ 500,000
Debt Instrument, Interest Rate, Stated Percentage			5.00%
Notes Payable, Related Parties										$ 500,000	$ 500,000	$ 500,000
Debt Instrument, Maturity Date			Jan. 01, 2015

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NOTE 13 - FAIR VALUE MEASUREMENT

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

NOTE 13 — FAIR VALUE MEASUREMENT

The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

All items required to be recorded or measured on a recurring basis are based upon level 3 inputs.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements.

The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.

As of September 30, 2015 or December 31, 2014, the Company did not have any items that would be classified as level 1 or 2 disclosures.

The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed in notes 7 and 9. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using the methods discussed in Notes 7 and 9 are that of volatility and market price of the underlying common stock of the Company.

As of September 30, 2015 and December 31, 2014, the Company did not have any derivative instruments that were designated as hedges.

The derivative liability as of September 30, 2015, in the amount of $399,328 has a level 3 classification.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2015:

	Warrant Liability			Debt Derivative
Balance, December 31, 2013		146,855		$	256,956
Total (gains) losses
Initial fair value of debt derivative at note issuance		—			1,443,708
Initial fair value of derivative relating to reset warrants		—			—
Mark-to-market at December 31, 2014:		3,065			(429,018	)
Transfers out of Level 3 upon increase in authorized shares		—			—
Transfers out of Level 3 upon conversion and settlement of notes		—			(680,295	)
Balance, December 31, 2014	$	149,920		$	591,351
Total (gains) losses
Initial fair value of debt derivative at note issuance		—			591,360
Mark-to-market at September 30, 2015:		(126,169	)		(134,784	)
Transfers out of Level 3 upon conversion or payoff of notes payable		—			(672,350	)
Balance, September 30, 2015	$	23,751		$	375,577
Net gain for the period included in earnings relating to the liabilities held at September 30, 2015	$	126,169		$	134,784

Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. The Company’s stock price decreased approximately 82% from December 31, 2014 to September 30, 2015. As the stock price decreases for each of the related derivative instruments, the value to the holder of the instrument generally decreases.. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments.

The estimated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in a higher fair value measurement.