{
} Preliminary
Information Statement
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{
} Confidential,
for Use of the Commission Only (as permitted by Rule
14c-5(d))
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{x} Definitive
Information Statement
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{x}
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No
fee required.
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{
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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1)
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Title
of each class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee
is calculated and state how it was determined): N/A in aggregate cash to be received by Registrant (rule 240.0-11(c)(2)). |
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4)
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Proposed
maximum aggregate value of transaction:
_______________________
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{
}
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously.
Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. |
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1)
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Amount
Previously Paid:____
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2)
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Form,
Schedule, or Registration Statement No.:___
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3)
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Filing
Party:___
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4)
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Date
Filed:___
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(A) the
proposal to approve the proposed amendment to Article Four of the
Company's Articles of Incorporation so that, as amended, the amount
of the
Company's authorized common stock will be increased from 80,000,000
shares
to 100,000,000 shares;
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(B) the
proposal to approve the amendment to Article One of the Company's
Articles
of Incorporation to change the Company's name from Tasco Holdings
International, Inc. to Bio-Matrix Scientific Group,
Inc.;
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(C) the
proposal to elect Dr. David R. Koos and Brian Pockett as Directors
of the
Company; and
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(D) the
proposal to adopt a Code of Ethics.
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Sincerely,
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By:
/s/
David R. Koos
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Dr.
David R. Koos
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Chairman
and Chief Executive Officer
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San
Diego, California
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July
24, 2006
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(A) the
proposal to approve the proposed amendment to Article Four of the
Company's Articles of Incorporation so that, as amended, the amount
of the
Company's authorized common stock will be increased from 80,000,000
shares
to 100,000,000 shares;
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(B) the
proposal to approve the amendment to Article One of the Company's
Articles
of Incorporation to change the Company's name from Tasco Holdings
International, Inc. to Bio-Matrix Scientific Group,
Inc.;
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(C) the
proposal to elect Dr. David R. Koos and Brian Pockett as Directors
of the
Company; and
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(D) the
proposal to adopt a Code of Ethics.
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(1)
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(2)
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(3)
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(4)
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Title
Of
Class
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Name
And
Address
Of
Beneficial
Owner
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Amount
And
Nature
Of
Beneficial
Owner
(1)
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Percent
Of
Class(1)(2)
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Common
Stock
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Dr.
David R. Koos, CEO, President & Chairman
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0
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--%
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8885
Rehco Road
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San
Diego, California 92121
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Common
Stock
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Brian
Pockett, COO, Vice President & Director
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0
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--%
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8885
Rehco Road
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San
Diego, California 92121
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Officers
and Directors
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0
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--%
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As
a
Group (2 Persons)
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Common
Stock
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Bio-Matrix
Scientific Group, Inc.
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10,000,000
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78.24%
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1010
University Avenue, Suite 40
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San
Diego, California 92103
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Footnote:
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(1)
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"Beneficial
Owner" means having or sharing, directly or indirectly (i) voting
power,
which includes the power to vote or to direct the voting, or (ii)
investment power, which includes the power to dispose or to direct
the
disposition, of shares of the common stock of an issuer. The definition
of
beneficial ownership includes shares underlying options or warrants
to
purchase common stock, or other securities convertible into common
stock,
that currently are exercisable or convertible or that will become
exercisable or convertible within 60 days. Unless otherwise indicated,
the
beneficial owner has sole voting and investment
power.
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(2)
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Percentages
are based on 12,780,000 shares outstanding on July 3, 2006. There
are no
outstanding warrants, rights, or options to purchase the Company's
common
stock. A former Director, Glen DeVore, owns 550,000 shares or 4.34%
of the
Company's common stock as of July 21, 2006. In addition, Dr. Koos
and Mr.
Pockett are Directors of Bio-Matrix Scientific Group, Inc., a Delaware
corporation (“BMSG-Delaware” - The company from which we purchased our
current Subsidiary.) BMSG-Delaware owns 10,000,000 of the 12,780,000
shares of the Company's common stock outstanding or about 78% of
the
Company's common stock. Therefore, Dr. Koos and Mr. Pockett indirectly,
through their positions as Directors of BMSG - Delaware, are able
to
effect control over the affairs of the
Company.
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Annual
Compensation
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Long-Term
Compensation
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Awards
Payouts
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Name
and Principal Position
(a)
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Year
(b)
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Salary
($)
(c)
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Bonus
($)
(d)
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Other
Annual Compensation
($)
(e)
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Restricted
Stock Awards
(s)
($)
(f)
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Securities
Underlying Options/
SARs
(#)
(g)
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LTIP
Payouts
($)
(h)
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All
Other Compensation
($)
(i)
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Dr.
David R. Koos, CEO, President, & Chairman(1)
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2003
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$0
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$0
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$0
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$0
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0
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$0
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$0
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2004
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$0
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$0
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$0
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$0
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0
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$0
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$0
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2005
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$0
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$0
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$0
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$0
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0
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$0
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$0
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Brian
Pockett, COO, Vice President, & Director(1)
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2003
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$0
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$0
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$0
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$0
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0
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$0
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$0
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2004
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$0
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$0
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$0
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$0
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0
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$0
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$0
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2005
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$0
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$0
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$0
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$0
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0
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$0
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$0
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Name
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Age
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Position
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Dr.
David R. Koos
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48
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Chief
Executive Officer, President, and Chairman
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Brian
Pockett
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54
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Chief
Operating Officer, Vice President and
Director
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1.
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We
will always be honest and truthful.
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2.
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We
will adhere to the letter and spirit of all applicable laws, rules,
and
regulations.
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3.
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We
will handle all actual and apparent conflicts of interest between
personal
and professional dealings in an ethical manner.
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4.
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All
public filings will contain full, fair, accurate, timely, and
understandable disclosure.
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5.
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All
public communications will include full, fair, accurate, timely,
and
understandable disclosure.
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6.
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All
employees will promptly report to the Board of Directors any violations
of
this Code.
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7.
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All
employees will be held accountable for adherence to this Code.
We will
protect employees who report violations of this Code from unfair
and undue
repercussion by those accused.
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8.
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We
will promote and sustain a work environment that fosters mutual
respect,
openness, and individual integrity.
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9.
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We
will provide high quality products and
services.
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