TASCO HOLDINGS INTERNATIONAL, INC. 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934

For Period ended June 30, 2006

Commission File Number 0-32201


TASCO HOLDINGS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
DELAWARE
33-0824714
(State of Incorporation)
(I.R.S. Employer Identification No.)
   
   
8885 Rehco Road, San Diego, California
92121
(Address of Principal Executive Offices)
(Zip Code)

(619) 398-3517
(Registrant's telephone number, including area code)


23 Brigham Road, Worcester, Massachusetts 01609
(Former Name or Former Address, if Changed Since Last Report)

Check 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 [ ]

There were 12,780,000 shares of Common Stock outstanding as of August 11, 2006.
 
1
 
Chang G. Park, CPA, Ph. D.
t 371 E STREET t CHULA VISTA t CALIFORNIA 91910-2615t
t TELEPHONE (858)722-5953 t FAX (858) 408-2695 t FAX (619) 422-1465
t E-MAIL changgpark@gmail.com
 

Part 1
Item 1
 
Report of Independent Registered Public Accounting Firm

To the Board of Directors of
Tasco Holding International, Inc.
(A Development Stage Company)

We have reviewed the accompanying balance sheet of Tasco Holding International, Inc. (A Development Stage “Company”) as of June 30, 2006, and the related statements of operation, changes in stockholders’ equity, and cash flows for the six months and three months ended June 30, 2006; and for the period from October 6, 1998 (inception) through June 30, 2006. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed financial statements referred to above for them to be in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company is currently in the development stage. Because of the Company’s current status and limited operations there is substantial doubt about its ability to continue as a going concern. Management’s plans in regard to its current status are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 


/s/ Chang G. Park
Chang G. Park, CPA

August 9, 2006
Chula Vista, California
 
2

TASCO HOLDINGS INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------

ASSETS
 
   
As of
 
 As of
 
   
June 30,
  
 September 30,
  
   
2006
  
 2005
  
   
 
  
  
  
CURRENT ASSETS
           
Cash
  
$
-
  
$
-
  
               
Total Current Assets
    
-
    
-
  
               
NET PROPERTY & EQUIPMENT
    
-
    
-
  
               
OTHER ASSETS
              
               
Total Other Assets
    
-
    
-
  
               
TOTAL ASSETS
  
$
-
  
$
-
  
 
The accompanying notes are an integral part of the financial statements.
 
3
 
TASCO HOLDINGS INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
 
   
As of
 
As of
 
   
June 30,
  
September 30,
  
   
2006
  
2005
  
CURRENT LIABILITIES
          
Accounts payable
  
$
143
  
$
1,743
  
Loan Payable (related parties)
    
5,300
   
-
 
Notes payable
    
-
   
-
 
               
Total Current Liabilities
    
5,443
   
1,743
 
               
Total Liabilities
    
-
   
-
 
               
TOTAL LIABILITIES
    
5,443
   
1,743
 
               
STOCKHOLDERS' EQUITY
              
Preferred stock, $ 0.0001 par value; 20,000,000 shares authorized: -0-
shares issued and outstanding as of June 30, 2006 and September 30, 2005..
              
Common stock ($0.001 par value, 100,000,000 shares authorized;
12,780,000 and 120,780,000 shares issued and outstanding
as of June 30, 2006 and September 30, 2005, respectively)
    
1,278
   
1,278
 
Additional paid-in capital
    
31,895
   
31,895
 
Retained (deficit)
    
(38,616
)
  
(34,916
)
               
Total Stockholders' Equity
    
(5,443
)
  
(1,743
)
               
               
TOTAL LIABILITIES
             
& STOCKHOLDERS' EQUITY
  
$
-
  
$
-
  

The accompanying notes are an integral part of the financial statements.
 
4
 
TASCO HOLDINGS INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
--------------------------------------------------------------------------------
 
                   
Oct 6 1998
  
                   
(Inception)
  
   
Nine Mo Ended
  
Nine Mo Ended
  
Three Mo Ended
  
Three Mo Ended
  
Through
  
   
June 30,
  
June 30,
  
June 30,
  
June 30,
  
June 30,
  
   
2006
  
2005
  
2006
  
2005
  
2006
  
REVENUES
                      
Revenues
  
$
-
  
$
-
  
$
-
  
$
-
    
1,000
  
Total Revenues
    
-
    
-
    
-
    
-
    
1,000
  
                                 
COSTS AND EXPENSES
                                
General and administrative
    
3,714
    
4,546
    
1,831
    
275
    
39,655
  
                                 
Total Costs and Expenses
    
3,714
    
4,546
    
1,831
    
275
    
39,655
  
                                 
                                 
OPERATING LOSS
    
(3,714
)
  
(4,546
)
  
(1,831
)
  
(275
)
  
(38,655
)
                                 
OTHER INCOME & (EXPENSES)
                                
                                 
Interest Income
    
14
    
-
    
1
    
-
    
25
  
Other income
    
-
    
-
    
-
    
-
    
14
  
                                 
Total Other Income & (Expenses)
    
14
    
-
    
1
    
-
    
39
  
                                 
                                 
NET LOSS
  
$
(3,700
)
$
(4,546
)
$
(1,830
)
$
(275
)
  
(38,616
)
                                 
                                 
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
                              
                                 
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
      
                                 
WEIGHTED AVERAGE NUMBER OF
                                
COMMON SHARES OUTSTANDING
    
12,780,000
    
12,780,000
    
12,780,000
    
12,780,000
        

The accompanying notes are an integral part of the financial statements.
 
5
 
TASCO HOLDINGS INTERNATIONAL, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From October 6, 1998 (inception) through June, 2006
--------------------------------------------------------------------------------
 
           
Deficit
      
 
 
 
 
 
 
Accumulated
      
       
Additional
  
During
      
 
  
Common
  
Paid-in
  
Development
  
 
  
 
  
Shares
  
Amount
  
Capital
  
Stage
  
Total
  
Shares issued for cash on October 6, 1998 @ $0.0001 per share
    
1,000,000
    
100
    
(90
)
  
-
    
10
  
Shares issued for cash on October 9, 1998 @ $0.0001 per share
    
1,300,000
    
130
    
1,170
    
-
    
1,300
  
Shares issued for cash on October 12, 1998 @ $0.0001 per share
    
190,000
    
19
    
171
    
-
    
190
  
Shares issued for cash on April 11, 1999 @ $0.0001 per share
    
290,000
    
29
    
261
    
-
    
290
  
Net loss, October 6, 1998 (inception) through September 30, 1999
                      
(295
)
  
(295
)
                                 
Balance September 30, 1999
    
2,780,000
    
278
    
1,512
    
(295
)
  
1,495
  
Shares issued for cash on October 19, 1999 @ $0.01 per share
    
10,000,000
    
1,000
    
9,000
    
-
    
10,000
  
Net loss, October 1, 1999 through September 30, 2000
                      
(367
)
  
(367
)
                                 
Balance September 30, 2000
    
12,780,000
    
1,278
    
10,512
    
(662
)
  
11,128
  
Net loss, October 1, 2000 through September 30, 2001
                      
(11,028
)
  
(11,028
)
                                 
Balance September 30, 2001
    
12,780,000
    
1,278
    
10,512
    
(11,690
)
  
100
  
Net loss, October 1, 2001 through September 30, 2002
                      
(4,257
)
  
(4,257
)
                                 
Balance September 30, 2002
    
12,780,000
    
1,278
    
10,512
    
(15,947
)
  
(4,157
)
Net loss, October 1, 2002 through September 30, 2003
                      
(4,328
)
  
(4,328
)
Contributed Capital
                
12,362
          
12,362
  
                                 
Net loss, October 1, 2003 through September 30, 2004
                      
(7,974
)
  
(7,974
)
                                 
Balance September 30, 2004
    
12,780,000
    
1,278
    
22,874
    
(28,249
)
  
(4,097
)
Contributed Capital
                
9,021
          
9,021
  
Net loss, October 1, 2004 through September 30, 2005
                      
(6,667
)
  
(6,667
)
                                 
Balance September 30, 2005
    
12,780,000
   
1,278
   
31,895
   
(34,916
)
  
(1,743
)
Stock cancelled June 13, 2006
    
(10,000,000
)
  
(1,000
)
                  
Stock issued June 13, 2006
    
10,000,000
    
1,000
                    
Net loss, October 1, 2005 through June 30, 2006
                      
(3,700
)
  
(3,700
)
Balance June 30, 2006
    
12,780,000
    
1,278
    
31,895
    
(38,616
)
  
(5,443
)
 
The accompanying notes are an integral part of the financial statements.
 
6
 
TASCO HOLDINGS INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
--------------------------------------------------------------------------------
 
   
Nine Months
  
Nine Months
  
Three Months
  
Three Months
  
October 6, 1998(inception)
  
   
Ended
  
Ended
  
Ended
  
Ended
  
through
  
   
June 30,
  
June 30,
  
June 30,
  
June 30,
  
June 30,
  
   
2006
  
2005
  
2006
  
2005
  
2006
  
                       
CASH FLOWS FROM OPERATING ACTIVITIES
                      
                       
Net (loss)
  
$
(3,700
)
$
(4,546
)
$
(1,830
)
$
(275
)
$
(38,616
)
Adjustments to reconcile net loss to net cash (used in) provided
                              
by operating activities:
                                
Amortization
                      
240
        
Changes in operating assets and liabilities:
                                
Increase (decrease) in organization cost
                      
(240
)
      
Increase (decrease) in Loans payable (related parties)
    
(1,600
)
  
(2,669
)
  
0
    
(800
)
  
143
  
Increase (decrease) in notes payable
                      
(3,200
)
      
                                 
Net Cash Provided by (Used in) Operating Activities
    
(5,300
)
  
(7,215
)
  
(1,830
)
  
(4,275
)
  
(38,473
)
                                 
CASH FLOWS FROM INVESTING ACTIVITIES
                                
                                 
Net Cash Provided by (Used in) Investing Activities
    
-
    
-
    
-
    
-
    
-
  
                                 
CASH FLOWS FROM FINANCING ACTIVITIES
                                
                                 
Common stock issued for cash
    
-
    
-
                
1278
  
Additional paid in capital
          
6,900
          
3,200
    
31,895
  
Net borrowings from related parties
    
5,300
    
-
    
1800
    
-
    
5,300
  
                                 
Net Cash Provided by (Used in) Financing Activities
    
5,300
    
6,900
    
1,800
    
3,200
    
38,473
  
                                 
Net Increase (Decrease) in Cash
    
-
    
(315
)
  
(30
)
  
(1,075
)
  
-
  
                                 
Cash at Beginning of Year
    
-
    
315
    
30
    
1,075
    
-
  
                                 
Cash at End of Year
  
$
-
  
$
-
  
$
-
  
$
-
  
$
-
  

The accompanying notes are an integral part of the financial statements.
 
7
 
TASCO HOLDINGS INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2006
 
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Tasco Holdings International, Inc. (the “Company”) was organized October 6, 1998, under the laws of the State of Delaware as Tasco International, Inc.

The Company is in the development stage. From October 6, 1998 to June 3, 2006 its activities have been limited to capital formation, organization, and development of its business plan to provide production of visual content and other digital media, including still media, 360-degree images, video, animation and audio for the Internet.

On June 3, 2006 the Company abandoned its efforts in the field of digital media production when it acquired 100% of the share capital of Bio-Matrix Scientific Group, Inc., a Nevada corporation. Bio-Matrix Scientific Group, Inc. (“BMSG”) is a development stage company in the business of designing, developing, and marketing medical devices, specifically disposable instruments used in stem cell extraction and tissue transfer procedures and operating cryogenic cellular storage facilities, specifically stem cell banking facilities.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The financial statements have been prepared using the accrual basis of accounting. Under the accrual basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30, year-end.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

DEVELOPMENT STAGE

The Company is a development stage company that, through its wholly owned subsidiary, devotes substantially all of its efforts in the development of its plan to operate in the field of the development, manufacture and marketing of medical devices and the operation of cellular storage facilities, specifically stem cell banking facilities.

INCOME TAXES

Income taxes are provided in accordance with Statement of Financial accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net
8
 
TASCO HOLDINGS INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2006

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

BASIC EARNINGS (LOSS) PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic Earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective October 6, 1998 (inception).

Basic net earnings (loss) per share amounts is computed by dividing the net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

NOTE 3. WARRANTS AND OPTIONS

As of June 30, 2006 there were no warrants or options outstanding to acquire any additional shares of common or preferred stock.

On July 17, 2006 the Company signed a public relations agreement with OTCFN which called for the issuance of an option agreement for 200,000 options exercisable at $4.50 per share. These options expire six months from the date of execution of the agreement.
 
NOTE 4. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $38,616 during the period from October 6, 1998 (inception) through June 30, 2006. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management plans to raise additional funds through debt or equity offerings. Management does not yet decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings.

NOTE 5. INCOME TAXES

   
As of June 30, 2006
  
       
Deferred tax assets:
      
Net operating tax carry forwards
  
$
5,792
  
Other
    
-0-
  
Gross deferred tax assets
    
5,792
  
Valuation allowance
    
(5,792
)
         
Net deferred tax assets
  
$
-0-
  
 
9
 
TASCO HOLDINGS INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2006

NOTE 5. INCOME TAXES (continued)

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary
differences and carry forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. In addition, the acquisition of BMSG has resulted in a change of control. Internal Revenue Code Sec 382 limits the amount of income that may be offset by net operating loss (NOL) carryovers after an ownership change.

NOTE 6. SCHEDULE OF NET OPERATING LOSSES
 
 
1998 Net Operating Income
  
$
295
  
 
1999 Net Operating Loss
    
367
  
 
2000 Net Operating Income
    
11,028
  
 
2001 Net Operating Loss
    
4,257
  
 
2002 Net Operating Loss
   
4,328
  
 
2003 Net Operating Loss
   
7,974
  
 
2004 Net Operating Loss
   
6,667
  
 
2005 Net Operating Loss (nine months)
    
3,700
  
           
 
Net Operating Loss
  
$
38,616
  
 
As of June 30 , 2006 the Company has a net operating loss carry forward of approximately $38,616, which will expire 20 years from the date the loss was incurred.

NOTE 7. RELATED PARTY TRANSACTION

Office Services:

Until July 3, 2006, A former director has provided office services without charge Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.

Loan from related Party:

$5,300 was loaned to the Company from a related party without repayment terms and with no interest being charged. This Loan was forgiven as part of the Purchase Agreement involving Tosco’s purchase of Bio-Matrix Scientific Group Inc. (Nevada).

NOTE 8. COMMITMENTS AND CONTINGENCIES

On August 3, 2005, BMSG entered into an agreement to lease a 14,562 square foot facility for use as a cellular storage facility at a rate of $18,931 per month. The lease is for a period of five years commencing on December 1, 2005 and expiring on November 30, 2010. The lease contains a renewal option enabling the Company to renew the lease for an additional five years. There are no contingent payments which the Company is required to make. Lease payments schedules are following as:
 
10
 
TASCO HOLDINGS INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2006

NOTE 8. COMMITMENTS AND CONTINGENCIES(continued)

   
Amounts
  
2006
  
$
227,739
  
2007
    
234,562
  
2008
    
241,611
  
2009
    
248,864
  
2010
    
234,377
  
Total
  
$
1,187,153
  

Since the signing of this lease, BMSG has been improving this facility and has made substantial progress toward creating a GMP (Good Manufacturing Practices) and GTP (Good Tissue Practices) compliant facility specifically designed for the cryogenic storage of stem cells, medical device engineering, stem cell research and stem cell specimen processing laboratories.

The Company expects to have the facility licensed by the State of California and registered with the FDA. Concurrently, the Company has been developing the policies and procedures needed for processing stem cells for cryogenic storage.

NOTE 9. STOCK TRANSACTIONS

Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.

On August 29, 2005 the Company split its common stock ten for one (10:1) from 1,278,000 to 12,780,000 shares outstanding. All stock transactions have been retroactively restated to reflect the ten for one stock split.

On October 6, 1998, the Company issued 1,000,000 shares of common stock for cash at $0.0001 per share.

On October 9, 1998, the Company issued 1,300,000 shares of common stock for cash at $0.01 per share.

On October 12, 1998, the Company issued 190,000 shares of common stock for cash at $0.01 per share.

On April 1 1999, the Company issued 290,000 shares of common stock for cash at $0.01 per share.

On October 19, 1999, the Company issued 10,000,000 shares of common stock for cash at $0.01 per share.

On June 13, 2006, the Company cancelled 10,000,000 shares of common stock belonging to the Company’s former Chairman

On June 13, 2006, the Company issued 10,000,000 shares of common stock into Escrow in connection with the acquisition of BSMG.

As of June 30, 2006 the Company had 12,780,000 shares of its common stock issued and outstanding.
 
11
 
TASCO HOLDINGS INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2006

NOTE 10. STOCKHOLDERS' EQUITY ( continued)

The stockholders’ equity section of the Company contains the following classes of capital stock as of June 30, 2006:

* Preferred stock, $ 0.0001 par value; 20,000,000 shares authorized:
-0- shares issued and outstanding.

* Common stock, $ 0.0001 par value; 80,000,000 shares authorized:
12,780,000 shares issued and outstanding.
 
NOTE 11. SUBSEQUENT EVENTS

On June 14, 2006, the Company and Bio-Matrix Scientific Group, Inc., a Delaware corporation (the “Seller”) entered into a Stock Purchase Agreement (the “Acquisition Agreement”).

Under the terms of the Acquisition Agreement and pursuant to a separate Escrow Agreement between the Company and the Seller, Tasco delivered to the Escrow Agent the sum of 10,000,000 shares of the Company’s common stock and other corporate and financial records and the Seller delivered to the Escrow Agent 25,000 shares of the common stock of BSMG., a Nevada corporation (the “Subsidiary”). As a part of the transaction and pursuant to the terms of the Acquisition Agreement and Stock Cancellation Agreement between the parties and John Lauring, the Company’s former Chairman and Chief Executive Officer, John Lauring returned 10,000,000 shares of the Company held and owned by him for cancellation.

On July 3, 2006, the Acquisition Agreement closed and Company acquired the twenty-five thousand (25,000) shares of the Common Stock of the Subsidiary from the Seller in exchange for the payment of the purchase price of 10,000,000 shares of the common stock of the Company and the 10,000,000 shares of the Company owned and held by John Lauring were returned to the Company for cancellation. In addition, all outstanding loans to the company were cancelled. At that time, the Escrow Agent released all stock certificates and certain other corporate and financial books and records held pursuant to the Escrow Agreement.
 
As a result of the Acquisition Agreement, the Subsidiary became a wholly owned subsidiary of the Company and the Seller became the holder of approximately 78.24% of the outstanding common stock of the Registrant.

Following the closing of the Acquisition Agreement and on June 14, 2006, the Company’s officers and directors resigned their positions and elected Dr. David R. Koos and Mr. Brian Pockett as in-coming Directors of the Registrant. Following their election and the reconstruction of the Board of Directors, the Registrant’s Board of Directors elected Dr. David R. Koos as Chief Executive Officer and President and Mr. Brian Pockett as Chief Operating Officer and Vice President on June 19, 2006.

On July 3, 2006, the Company the Company changed its principal offices from 23 Brigham Road, Worcester, MA 01609 to 8885 Rehco Road, San Diego, California 92121

Since the Company's acquisition of BMSG on July 3, 2006 $30,688.18 has been infused into BMSG from several sources in the form of loans. The loans, which carry an interest rate of 15% and are payable January 3, 2007, are obligations of the Company and are to be repaid in full by Tasco.

On July 17, 2006 the Company signed a public relations agreement with OTCFN which called for the issuance of an option agreement for 200,000 options exercisable at $4.50 per share. These options expire six months from the date of execution of the agreement.

A related party loaned the Company $5,300 without repayment terms and with no interest being charged. This Loan was forgiven as part of the Purchase Agreement involving Tasco’s purchase of Bio-Matrix Scientific Group Inc. (Nevada).

On July 25, 2006 the Company adopted the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN which provides for the future issuance of up to 1,500,000 shares of Common Stock to eligible employees and consultants for services rendered.
 
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TASCO HOLDINGS INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
As of June 30, 2006
NOTE 11. SUBSEQUENT EVENTS (continued)

These shares were registered with the Securities and Exchange Commission (“Commission”) on Form S-8 filed with the Commission on August 8, 2006.
 
 
 
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CERTAIN FORWARD-LOOKING INFORMATION

Information provided in this Quarterly report on Form 10QSB may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company's operations, economic performance, financial conditions, margins and growth in sales of the Company's products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company's financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission, including the Company's most recent Form 10KSB for the year ended September 30, 2005.

CONDITION AND RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2006

Revenues were -0- for the quarter ending June 30, 2006 and -0- for the same quarter ending 2005. Operating Expenses were $1,831 for the three months ended June 30, 2006 and $275for the same period in 2005.

ACQUISITION OF WHOLLY OWNED SUSIDIARY

As of the acquisition of 100% of the share capital of Bio-Matrix Scientific Group, Inc. .(“BMSG”, a Nevada corporation) on July 3, 2006, Tasco Holdings International, Inc.(“Company”) has ceased all activities relating to its historical business and adopted the business plan of BMSG.

BMSG is developmental stage company engaged primarily in the cryogenic storage of stem cells and the development of medical devices used in live tissue transfer and stem cell research.

Through BMSG, the Company has developed a line of medical devices (approximately 192 disposable instruments for use in the plastic surgery field and stem cell research). The instruments are designed to be used to harvest adult stem cells from adipose (fat) tissue. The Company seeks to market and sell these instruments to plastic surgeons and to offer the patients of these plastic surgeons an opportunity to store stem cells derived from adipose tissue for future medical treatments. The Company has not conducted or obtained any independent evaluation of the efficacy or likely market interest in using these instruments. The Company’s evaluations have been limited to those conducted by Company management without the benefit of any independent or third party professional evaluation.

Through BMSG , the Company is currently constructing what it believes is a state-of-the art, FDA good manufacturing practices (cGMP) and good tissue practices (cGTP) compliant facility for the processing and cryo-storage (in liquid nitrogen) of adult stem cells. It anticipates that it will offer a similar service to expectant parents by offering to store their newborn’s cord blood stem cells as well. In undertaking these plans, it intend to offer such storage services at its planned facility. The planned facility is located at 8885 Rehco Road, San Diego, California 92121 and has approximately 15,000 square feet. The planned facility was acquired under a five year lease on December 1, 2005 at a current cost of $18,931 per month (plus certain common area costs). Under the terms of the lease, the lease term may be extended for an additional five year lease term at the then prevailing market prices.

All of the Company’s current plans and strategy have been developed solely by our officers and Directors.

PLAN OF OPERATION

As of June 30, 2006 the Company has $-0- cash on hand and current liabilities of $5,443, such liabilities consisting of loans from related parties which have since been forgiven as a part of the purchase agreement involving the Company’s acquisition of BMSG.

The Company feels it will not be able to satisfy its cash requirements over the next twelve months and shall be required to seek additional financing.
 
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At this time, the Company plans to fund its financial needs through operating revenues (which cannot be assured) and , if required, through equity private placements of common stock. (No plan of terms, offers or candidates have yet been established and there can be no assurance that the company will be able to raise funds on terms favorable to the Company or at all.)

Over the next 12 months, the Company anticipates opening its stem cell bank and marketing its disposable stem cell / tissue management instruments. Furthermore, the Company expects to increase the total number of employees by 20 new hires.
 
Item 3. CONTROLS AND PROCEDURES
 
(A) Evaluation of Disclosure Controls and Procedures
 
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of David Koos, who is the Company's Principal Executive Officer/Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company's disclosure control objectives. The Company's Principal Executive Officer/Principal Financial Officer has concluded that the Company's disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.
 
(B) Changes in Internal Controls Over Financial Reporting
 
In connection with the evaluation of the Company's internal controls during the period commencing on April 1, 2006 and ending June 30, 2006, David Koos, who is both the Company's Principal Executive Officer and Principal Financial Officer has determined that there are no changes to the Company's internal controls over financial reporting that has materially affected, or is reasonably likely to materially effect, the Company's internal controls over financial reporting.
 
PART II.

Item 1: LEGAL PROCEEDINGS

None

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On June 13, 2006, the Company deposited 10,000,000 newly issued common shares into Escrow pursuant to a stock purchase agreement (“Agreement”) by and between the Company and Bio-Matrix Scientific Group, Inc (“Seller”) , a Delaware corporation.

Under the terms of the Agreement, the Company acquired all of the outstanding common stock of BMSG (at that time a wholly-owned subsidiary of the Seller) and the aforementioned 10,000,000 newly issued common shares were released to the Seller from Escrow at the closing of the acquisition (July 3, 2006).

The shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents. The shares were offered directly through the management of the Company, and the consideration for the shares was 100% of the share capital of BMSG.

On July 17, 2006 the Company signed a public relations agreement with OTCFN (“PR Agreement)which called for the issuance of an option agreement for 200,000 options exercisable at $4.50 per share (“OTCFN Options”). These options expire six months from the date of execution of the agreement.

The OTCFN Options were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents. The OTCFN Options were offered directly through the management of the Company.

Consideration for the OTCFN OPTIONS was OTCFN’s entry into the PR Agreement and the performance of services by OTCFN pursuant to that PR Agreement.
 
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Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

An Information Statement which was circulated to advise the stockholders of actions already taken by a majority of stockholders. This Information Statement (Schedule 14C) was filed, as corrected , with the Securities and Exchange Commission on August 8 , 2006 and is incorporated herein by reference.
 
Item 5. OTHER INFORMATION

None.
 
Item 6. EXHIBITS
 
31.1
Certification of Chief Executive Officer
 
  
31.2
Certification of Acting Chief Financial Officer
 
  
32.1
Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
 
  
32.2
Certification of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

 
SIGNATURES

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
Tasc
o Holdings International Inc., a Delaware corporation
 
  
By: 
/s/ David R. Koos 
David R. Koos
 
Chief Executive Officer
 
Date: August 11, 2006
 
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