a5611714.htm
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 December 31,
2007
Commission
File Number
0-32201
BIO-
MATRIX SCIENTIFIC GROUP, 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)
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. YesxNoo
There
were 23,420,823 shares of Common
Stock outstanding as of December 31, 2007.
Item
1. Financial
Statements.
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 (858)
764-5480
E-MAIL
changgpark@gmail.com
Report
of Independent
Registered Public Accounting Firm
To
the
Board of Directors of
Bio-Matrix
Scientific Group, Inc. and Subsidiary
(A
Development Stage Company)
We
have
reviewed the consolidated accompanying balance sheet of Bio-Matrix Scientific
Group, Inc. and Subsidiary (A Development Stage “Company”) as of December 31,
2007, and the related consolidated statements of operation, changes in
stockholders’ equity, and cash flows for the three months ended December 31,
2007; and for the period from October 6, 1998 (inception) through December
31,
2007. 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 consolidated financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
The
accompanying consolidated financial statements have been prepared assuming
that
the Company will continue as a going concern. As discussed in Note 5
to the consolidated 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
February
14, 2008
Chula
Vista, California
|
(A
Development Stage Company)
|
Consolidated
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
As
of December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
CURRENT
ASSETS
|
|
|
|
Cash
|
|
$ |
1,076 |
|
Employee
Receivable
|
|
|
282 |
|
Pre-paid
Expenses
|
|
|
22,345 |
|
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
23,703 |
|
|
|
|
|
|
PROPERTY
& EQUIPMENT
|
|
|
382,461 |
|
|
|
|
|
|
GOODWILL
|
|
|
|
|
|
|
|
|
|
Intangible
Assets/Technology
|
|
|
- |
|
|
|
|
|
|
Total
Other Assets
|
|
|
23,092 |
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$ |
429,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
Accounts
payable
|
|
$ |
43,745 |
|
Loans
from former parent
|
|
|
- |
|
Bank
Overdraft
|
|
|
3,537 |
|
Notes
Payable
|
|
|
162,619 |
|
Accrued
Payroll
|
|
|
48,000 |
|
Accrued
Payroll taxes
|
|
|
30,386 |
|
Accrued
Interest
|
|
|
6,515 |
|
Accrued
expenses
|
|
|
16,513 |
|
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
311,315 |
|
|
|
|
|
|
LONG
TERM LIABILITIES
|
|
|
|
|
Convertible
Note
|
|
|
125,000 |
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
436,315 |
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
Preferred
Stock ($.0001 par value authorized
|
|
|
|
|
20,000,000
shares authorized; none
|
|
|
|
|
issued
and outstanding.)
|
|
|
|
|
Common
Stock, ($.0001 par value authorized
|
|
|
|
|
80,000,000
shares authorized; 23,420,823 and 23,229,396
|
|
|
|
|
shares
issued and outstanding as of December 31, and September 30, 2007,
respectively
|
|
|
2,342 |
|
Additional
paid in Capital
|
|
|
5,270,352 |
|
Deficit
accumulated during the development stage
|
|
|
(5,279,753 |
) |
|
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity (Deficit)
|
|
$ |
(7,059 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
|
|
&
STOCKHOLDERS' EQUITY
|
|
$ |
429,256 |
|
|
|
|
|
|
|
|
|
|
|
The
Following Notes are an integral part
of these Financial Statements
|
|
Consolidated
Statements of Operations (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inception
|
|
|
|
|
|
|
|
|
|
(August
2, 2005)
|
|
|
|
3
Months Ended
|
|
|
3
Months Ended
|
|
|
through
|
|
|
|
Dec
31,
|
|
|
Dec
31,
|
|
|
Dec
31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COSTS
AND EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and Development
|
|
|
34,307 |
|
|
|
108,489 |
|
|
|
506,224 |
|
General
and administrative
|
|
|
225,275 |
|
|
|
224,673 |
|
|
|
2,681,597 |
|
Depreciation
and amortization
|
|
|
334 |
|
|
|
333 |
|
|
|
2,549 |
|
Consulting
and professional fees
|
|
|
142,237 |
|
|
|
125,840 |
|
|
|
2,025,103 |
|
Impairment
of goodwill & intangibles
|
|
|
|
|
|
|
|
|
|
|
34,688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Costs and Expenses
|
|
|
402,153 |
|
|
|
459,335 |
|
|
|
5,250,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
LOSS
|
|
|
(402,153 |
) |
|
|
(459,335 |
) |
|
|
(5,250,161 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME & (EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
(3,659 |
) |
|
|
(6,844 |
) |
|
|
(29,824 |
) |
Interest
Income
|
|
|
|
|
|
|
|
|
|
|
306 |
|
Other
income
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Expense
|
|
|
|
|
|
|
|
|
|
|
(74 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Other Income & (Expenses)
|
|
|
(3,659 |
) |
|
|
(6,844 |
) |
|
|
(29,592 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME (LOSS)
|
|
$ |
(405,812 |
) |
|
$ |
(466,179 |
) |
|
$ |
(5,279,753 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
AND DILUTED EARNINGS (LOSS) PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
AND DILUTED EARNINGS (LOSS) PER SHARE
|
|
$ |
(0.02 |
) |
|
$ |
(0.03 |
) |
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF
|
|
|
23,335,098 |
|
|
|
15,275,294 |
|
|
|
|
|
COMMON
SHARES OUTSTANDING
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Following Notes are an integral part
of these Financial Statements
BIO-MATRIX
SCIENTIFIC GROUP INC. AND SUBSIDIARY
|
|
Consolidated
Statement of Stockholders' Equity (Unaudited)
|
|
From
August 2, 2005 through December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Paid-in
|
|
|
Retained
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Earnings
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued to parent
|
|
|
25,000 |
|
|
|
35,921 |
|
|
|
0 |
|
|
|
|
|
|
35,921 |
|
Net
Loss August 2, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
through
September 30, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,000 |
) |
|
|
(1,000 |
) |
Balance
September 30, 2005
|
|
|
25,000 |
|
|
|
35,921 |
|
|
|
0 |
|
|
|
(1,000 |
) |
|
|
34,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss October 1, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
through
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(366,945 |
) |
|
|
(366,945 |
) |
Balance
December 31, 2005
|
|
|
25,000 |
|
|
|
35,921 |
|
|
|
0 |
|
|
|
(367,945 |
) |
|
|
(332,024 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recapitalization
|
|
|
9,975,000 |
|
|
|
(34,921 |
) |
|
|
34,921 |
|
|
|
|
|
|
|
0 |
|
Stock
issued Tasco merger
|
|
|
2,780,000 |
|
|
|
278 |
|
|
|
(278 |
) |
|
|
|
|
|
|
0 |
|
Stock
issued for services
|
|
|
305,000 |
|
|
|
31 |
|
|
|
759,719 |
|
|
|
|
|
|
|
759,750 |
|
Stock
issued for Compensation
|
|
|
300,000 |
|
|
|
30 |
|
|
|
584,970 |
|
|
|
|
|
|
|
585,000 |
|
Net
Loss January 1, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through
September 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,053,249 |
) |
|
|
(2,053,249 |
) |
Balance
September 30, 2006
|
|
|
13,385,000 |
|
|
|
1,339 |
|
|
|
1,379,332 |
|
|
|
(2,421,194 |
) |
|
|
(1,040,523 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for services
|
|
|
100,184 |
|
|
|
10 |
|
|
|
112,524 |
|
|
|
|
|
|
|
112,534 |
|
Stock
issued for Compensation
|
|
|
153,700 |
|
|
|
15 |
|
|
|
101,465 |
|
|
|
|
|
|
|
101,480 |
|
Stock
issued in exchange for canceling debt
|
|
|
2,854,505 |
|
|
|
284 |
|
|
|
1,446,120 |
|
|
|
|
|
|
|
1,446,404 |
|
Net
Loss October 1, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through
December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(466,179 |
) |
|
|
(466,179 |
) |
Balance
December 31, 2006
|
|
|
16,493,389 |
|
|
|
1,649 |
|
|
|
3,039,441 |
|
|
|
(2,887,373 |
) |
|
|
153,717 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for cash
|
|
|
500,000 |
|
|
|
50 |
|
|
|
124,950 |
|
|
|
|
|
|
|
125,000 |
|
Stock
issued for services
|
|
|
359,310 |
|
|
|
36 |
|
|
|
235,042 |
|
|
|
|
|
|
|
235,078 |
|
Stock
issued for Compensation
|
|
|
143,920 |
|
|
|
14 |
|
|
|
88,400 |
|
|
|
|
|
|
|
88,414 |
|
Stock
issued in exchange for canceling debt
|
|
|
500,000 |
|
|
|
50 |
|
|
|
124,950 |
|
|
|
|
|
|
|
125,000 |
|
Net
Loss January 1, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through
March 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(515,624 |
) |
|
|
(515,624 |
) |
Balance
March 31, 2007
|
|
|
17,996,619 |
|
|
|
1,800 |
|
|
|
3,612,783 |
|
|
|
(3,402,997 |
) |
|
|
211,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for cash
|
|
|
240,666 |
|
|
|
24 |
|
|
|
60,142 |
|
|
|
|
|
|
|
60,166 |
|
Stock
issued for services
|
|
|
406,129 |
|
|
|
41 |
|
|
|
222,889 |
|
|
|
|
|
|
|
222,930 |
|
Stock
issued for Compensation
|
|
|
150,000 |
|
|
|
15 |
|
|
|
110,435 |
|
|
|
|
|
|
|
110,450 |
|
Stock
issued in exchange for canceling debt
|
|
|
1,316,765 |
|
|
|
132 |
|
|
|
329,059 |
|
|
|
|
|
|
|
329,191 |
|
Net
Loss April 1, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through
June 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(718,955 |
) |
|
|
(718,955 |
) |
Balance
June 30, 2007
|
|
|
20,110,179 |
|
|
|
2,011 |
|
|
|
4,335,308 |
|
|
|
(4,121,952 |
) |
|
|
215,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for cash
|
|
|
1,200,000 |
|
|
|
120 |
|
|
|
299,880 |
|
|
|
|
|
|
|
300,000 |
|
Stock
issued for services
|
|
|
1,253,000 |
|
|
|
125 |
|
|
|
404,125 |
|
|
|
|
|
|
|
404,250 |
|
Stock
issued for Compensation
|
|
|
100,000 |
|
|
|
10 |
|
|
|
24,990 |
|
|
|
|
|
|
|
25,000 |
|
Stock
issued in exchange for canceling debt
|
|
|
566,217 |
|
|
|
57 |
|
|
|
143,940 |
|
|
|
|
|
|
|
143,997 |
|
Net
Loss July 1, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through
September 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(751,989 |
) |
|
|
(751,989 |
) |
Balance
September 30, 2007
|
|
|
23,229,396 |
|
|
|
2,323 |
|
|
|
5,208,244 |
|
|
|
(4,873,941 |
) |
|
|
336,626 |
|
Stock
issued for Cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for services
|
|
|
191,427 |
|
|
|
19 |
|
|
|
62,108 |
|
|
|
|
|
|
|
62,127 |
|
Net
Loss October 1, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
through
December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(405,812 |
) |
|
|
(405,812 |
) |
Balance
December 31, 2007
|
|
|
23,420,823 |
|
|
|
2,342 |
|
|
|
5,270,352 |
|
|
|
(5,279,753 |
) |
|
|
(7,059 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Following Notes are an integral part
of these Financial Statements
Bio-Matrix
Scientific Group Inc. and subsidiary
|
|
Consolidated
Statements of Cash Flows (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August
2, 2005
|
|
|
|
|
|
|
|
|
|
(inception)
|
|
|
|
3
Months Ended
|
|
|
3
Months Ended
|
|
|
through
|
|
|
|
December
31,
|
|
|
December
31,
|
|
|
December
31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
(loss)
|
|
|
(405,812 |
) |
|
|
(466,179 |
) |
|
|
(5,279,753 |
) |
Adjustments
to reconcile net loss to net cash (used in) provided
|
|
|
|
|
|
|
|
|
|
|
|
|
by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
expense
|
|
|
334 |
|
|
|
333 |
|
|
|
2,548 |
|
Stock
issued for compensation
|
|
|
|
|
|
|
101,480 |
|
|
|
910,344 |
|
Stock
issued for services
|
|
|
62,128 |
|
|
|
112,534 |
|
|
|
1,796,670 |
|
Stock
issued to cancel debt plus accrued interest
|
|
|
|
|
|
|
251,209 |
|
|
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in receivables
|
|
|
(282 |
) |
|
|
(74 |
) |
|
|
(282 |
) |
(Increase)
decrease in prepaid expenses
|
|
|
(11,047 |
) |
|
|
20,207 |
|
|
|
(22,345 |
) |
(Increase)
decrease in organizational costs
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in Accounts Payable
|
|
|
34,730 |
|
|
|
(36,856 |
) |
|
|
43,744 |
|
Increase
(Decrease) in Accrued Expenses
|
|
|
56,375 |
|
|
|
(4,830 |
) |
|
|
131,361 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
Increase) Decrease in Deposits
|
|
|
|
|
|
|
|
|
|
|
(23,092 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by (Used in) Operating Activities
|
|
|
(263,574 |
) |
|
|
(22,176 |
) |
|
|
(2,440,805 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases
of fixed assets
|
|
|
(17,473 |
) |
|
|
(24,846 |
) |
|
|
(385,009 |
) |
Purchases
of Intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by (Used in) Investing Activities
|
|
|
(17,473 |
) |
|
|
(24,846 |
) |
|
|
(385,009 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash
|
|
|
|
|
|
|
|
|
|
|
1,472 |
|
Additional
paid in Capital
|
|
|
|
|
|
|
|
|
|
|
519,615 |
|
Principal
borrowings on notes and Convertible Debentures
|
|
|
121,010 |
|
|
|
39,372 |
|
|
|
982,070 |
|
Convertible
notes
|
|
|
125,000 |
|
|
|
|
|
|
|
125,000 |
|
Increase
(Decrease) in Bank Overdraft
|
|
|
(7,997 |
) |
|
|
|
|
|
|
3,537 |
|
Net
borrowings from related parties
|
|
|
|
|
|
|
|
|
|
|
1,195,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by (Used in) Financing Activities
|
|
|
238,013 |
|
|
|
39,372 |
|
|
|
2,826,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase (Decrease) in Cash
|
|
|
(43,034 |
) |
|
|
(7,650 |
) |
|
|
1,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at Beginning of Quarter
|
|
|
44,110 |
|
|
|
22,641 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at End of Quarter
|
|
$ |
1,076 |
|
|
|
14,991 |
|
|
|
1,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash
Flow Disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant
non-cash activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued to cancel debt
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
2,044,592 |
|
Total
|
|
|
- |
|
|
|
- |
|
|
|
2,044,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Following Notes are an integral part
of these Financial Statements
BIO-MATRIX
SCIENTIFIC GROUP, INC. AND SUBSIDIARY
Notes
to
consolidated Financial Statements
As
of
December 31, 2007
NOTE
1.
ORGANIZATION AND DESCRIPTION OF BUSINESS
Bio-Matrix
Scientific Group, Inc. (“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
July 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, for consideration consisting of 10,000,000 shares of
the
common stock of the Company and the cancellation of 10,000,000 shares of the
Company owned and held by John Lauring.
As
a
result of this transaction, the former stockholder of Bio-Matrix Scientific
Group, Inc held approximately 80% of the voting capital stock of the Company
immediately after the transaction. For financial accounting purposes,
this acquisition was a reverse acquisition of the Company by Bio-Matrix
Scientific Group, Inc under the purchase method of accounting, and was treated
as a recapitalization with Bio-Matrix Scientific Group, Inc. as the acquirer.
Accordingly, the financial statements have been prepared to give retroactive
effect to August 2, 2005 (date of inception), of the reverse acquisition
completed on July 3, 2006, and represent the operations of Bio-Matrix Scientific
Group, Inc.
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. BMSG is the Company's only subsidiary and operating entity at this
time.
On
November 1, 2007, the Company was granted a Biologics license (“License”) from
the Department of Health Services of the State of California. This License
permits the Company’s current facility to accept and store cord blood (Stem
Cells), whole blood, and various blood related specimens for cryogenic short
and
long term storage and on November 13, 2007, the Company entered into an
agreement with Dr. Joao L. Ascensao, M.D., Ph.D., F.A.C.P. whereby Dr. Ascensao,
as an independent contractor and not as an employee, has agreed to act
as the Company’s Medical Director.
NOTE
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A.
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.
B.
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.
C.
DEVELOPMENT STAGE
The
Company is a development stage company that 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.
D.
CASH
EQUIVALENTS
The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.
E.
PROPERTY AND EQUIPMENT
Property
and equipment are recorded at cost. Maintenance and repairs are expensed in
the
year in which they are incurred. Expenditures that enhance the value of property
and equipment are capitalized.
The
Company has depreciated property and equipment by the straight-line method
over
the useful life.
F.
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 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 or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
G.
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
loss per share amounts is computed by dividing the net income by the weighted
average number of common
shares
outstanding. Diluted earnings per share are the same as basic earnings per
share
due to the lack of dilutive items in the Company.
NOTE
3.
Property and equipment
Property
and equipment as of December 31, 2007 consists of the following:
Acquisition
cost:
|
Estimate
useful life (year)
|
|
|
|
Production
Equipment
|
3
to
5
|
|
$ |
US
|
108,201
|
|
Production
Clean room
|
10
|
|
|
|
78,261
|
|
Leasehold
improvement
|
10
|
|
|
|
188,980
|
|
Office
equipment
|
3
to
5
|
|
|
|
4,311
|
|
Computer
|
3
|
|
|
|
5,257
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
|
|
385,009
|
|
Less
accumulated depreciation
|
|
|
|
|
( 2,549 )
|
|
Total
|
|
|
$ |
US
|
382,461
|
|
Depreciation
expenses were $334 and $333 for the three months ended December 31, 2007 and
December 31, 2006, respectively.
NOTE
4.
WARRANTS AND OPTIONS
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 expired unexercised six months from the date of
execution of the agreement
NOTE
5.
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 $5,279,753
during the period from August 2, 2005 (inception) through December 31, 2007.
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. While
management has raised $125,000 through the issuance of convertible
debentures during the three months ended December 31, 2007, management has
yet
to 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
6.
INCOME TAXES
As
of December 31 , 2007
|
|
|
|
|
|
|
|
Deferred
tax assets:
|
|
|
|
Net
operating tax carry forwards
|
|
$
|
1,781,987
|
|
Other
|
|
|
-0-
|
|
Gross
deferred tax assets
|
|
|
1,781,987
|
|
Valuation
allowance
|
|
|
(1,781,987)
|
|
|
|
|
|
|
Net
deferred tax assets
|
|
$
|
-0-
|
|
As
of December 31, 2007 the Company has a Deferred Tax Asset
of $1,781,987 completely attributable to net operating loss carry
forwards of approximately $5,318,369 ( which expire 20 years from the
date the loss was incurred) .consisting of
(a)
$38,616, of Net Operating Loss Carry forwards acquired in the reverse
acquisition and
(b)
$5,279,753 attributable to BMSG.
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. The achievement of required future
taxable income is uncertain. In addition, the reverse 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. As a result, the Company has the Company recorded a valuation
allowance reducing all deferred tax assets to 0.
NOTE
7.
RELATED PARTY TRANSACTION
On
July 3,
2006, the Company acquired 100% of the share capital of BMSG from BMXP Holdings,
Inc., formerly named Bio-matrix Scientific Group, Inc. in a reverse acquisition
(See Note 12).
David
R.
Koos, the Chairman, CEO and President of the Company, is, and at the time of
the
acquisition was, the Chairman and Chief Executive Officer of BMXP Holdings
Inc.
as well as beneficial owner of 24% of the share capital of BMXP Holdings, Inc.
Brian Pockett, Vice President, COO and Director of the Company, is , and at
the
time of the acquisition was, Chief Operating Officer, Managing Director and
a
Director of BMXP Holdings Inc. as well as beneficial owner of 14% of the share
capital of BMXP Holdings, Inc.
On
October
11, 2006, the Company entered into an Agreement with BMXP Holdings, Inc (“BMXP”)
(“Agreement”) pursuant to which the Company issued to BMXP 1,462,570 common
shares of the Company on or prior to October 12, 2006. This issuance will
constitute full satisfaction of the amount of $1,191,619 plus any accrued and
unpaid interest, owed to BMXP by the Company.
As
further
consideration to BMXP for entering into this Agreement and abiding by the terms
and conditions thereof, at any time within a period of 365 days from the date
of
the Agreement, BMXP shall have the right, upon written demand to the Company
(“Registration Demand”), to cause the Company, within ninety days of the
Registration Demand, to prepare and file with the United States Securities
and
Exchange Commission (“SEC”) a registration statement to register under the
Securities Act of 1933, as amended, 11,462,570 common shares of the Company
(including the shares issued pursuant to this Agreement) owned by BMXP
(“Registerable Securities”), in order that the Registerable Securities may be
distributed to BMXP shareholders on a pro rata basis ( based on their ownership
of common shares of the Company as of a Record Date to be determined by BMXP),
and use its reasonable best efforts to cause that registration statement to
be
declared effective by the SEC. This right may also be exercised by any entity
to
which BMXP has transferred ownership of the Registerable Securities in trust
for
the BMXP Record Shareholders.
On
April
4, 2007, 985,168 shares of the Company’s common stock were issued to Bombardier
Pacific Ventures in full satisfaction of $246,292 owed by the Company to
Bombardier Pacific Ventures. David R. Koos, the Company’s Chairman of the Board
of Directors, President, CEO, Secretary, and Acting CFO is the sole beneficial
owner of Bombardier Pacific Ventures.
On
July
30, 2007, the Company issued 566,217 common shares to Bombardier Pacific
Ventures in satisfaction of the principal amount of $141,554 owed
by the Company to Bombardier Pacific Ventures. David R. Koos, the Company’s
Chairman of the Board of Directors, President, CEO, Secretary, and Acting CFO,
is the sole beneficial owner of Bombardier Pacific Ventures.
Between
October 12, 2007 and December 31, 2007, the Company borrowed $127,009 from
Bombardier Pacific Ventures. David R. Koos, the Company’s Chairman of the Board
of Directors, President, CEO, Secretary, and Acting CFO, is the sole beneficial
owner of Bombardier Pacific Ventures. In consideration for this loan, the
Company issued bombardier Pacific Ventures a series of Notes, callable at par
plus any accrued and unpaid interest by the company upon five days written
notice, bearing simple interest at 15% maturing within one year of
issuance.
NOTE
8.
CONVERTIBLE DEBENTURES
On
November 14, 2007 the Company sold a $50,000 face value
convertible debenture (“Convertible Debenture”) for an aggregate purchase price
of $50,000 to one purchaser.
Interest
on the Convertible Debenture shall accrue at a rate of 12% per annum based
on a
365 day year. The Company shall pay simple interest to the holder on the
aggregate unconverted and then outstanding principal amount of this Convertible
Debenture at the rate of 12% per annum, payable on the maturity Date, which
is
November 14, 2009.
At
any
time subsequent to the expiration of a six month period since either
of:
(i) that
Registration Statement, as amended, filed with the SEC on Form SB-2
relating to the sale of an aggregate of 17,195,263 shares of the common stock
of
the Company by certain selling shareholders (the “Selling
Shareholders Registration Statement”) has been declared effective by the SEC
or
(ii) the
Selling Shareholder Registration Statement has been withdrawn by the
Company,
the
holder
may convert the Convertible Debenture, in whole but not in part, into the
Company’s common shares at the conversion rate of $0.15 per
Share.
Subsequent
to any conversion , the holder shall have the right, upon written
demand to Company (“Registration Demand”), to cause Company, within ninety days
of the Registration Demand, to prepare and file with the United States
securities and Exchange Commission (“SEC”) a Registration Statement in order
that the Conversion Shares may be registered under the Securities Act of 1933,
as amended, and use its reasonable best efforts to cause that Registration
Statement to be declared effective by the SEC. There is no penalty to the
Company in the event the registration Statement is not declared effective by
the
SEC.
On
November 30, 2007, the Company sold $75,000 face value
convertible debenture (“Convertible Debenture”) for an aggregate purchase price
of $75,000 to one purchaser.
Interest
on the Convertible Debenture shall accrue at a rate of 12% per annum based
on a
365 day year. The Company shall pay simple interest to the holder on the
aggregate unconverted and then outstanding principal amount of this Convertible
Debenture at the rate of 12% per annum, payable on the maturity Date, which
is
November 14, 2009.
At
any
time subsequent to the expiration of a six month period since either
of:
(i) that
Registration Statement, as amended, filed with the SEC on Form SB-2
relating to the sale of an aggregate of 17,195,263 shares of the
Company’s common stock by certain selling shareholders (the “Selling
Shareholders Registration Statement”) has been declared effective by the SEC
or
(ii) the
Selling Shareholder Registration Statement has been withdrawn by
us.
The
holder
may convert the Convertible Debenture, in whole but not in part, into the
Company’s common shares at the conversion rate of $0.15 per
Share (“Conversion Shares”).
Subsequent
to any conversion , the holder shall have the right, upon written
demand to us (“Registration Demand”), to cause the Company, within ninety days
of the Registration Demand, to prepare and file with the United States
securities and Exchange Commission (“SEC”) a Registration Statement in order
that the Conversion Shares may be registered under the Securities Act of 1933,
as amended, and use its reasonable best efforts to cause that Registration
Statement to be declared effective by the SEC. There is no penalty to us in
the
event the registration Statement is not declared effective by the
SEC.
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
October, 6, 2006 the Company issued 8,850 shares of common stock to consultants
for services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
AND CONSULTANTS STOCK COMPENSATION PLAN.
On
October
11, 2006 the Company issued 43,000 shares of common stock to consultants for
services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND
CONSULTANTS STOCK COMPENSATION PLAN.
On
October
11, 2006, the Company issued 1,462,570 common shares of the Company to BMXP
Holdings Inc. in full satisfaction of the amount of $1,191,619 plus
accrued and unpaid interest, owed to BMXP Holdings, Inc. by the
Company.
On
November 10, 2006 the Company issued 100,000 shares of common stock to
management pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
AND
CONSULTANTS STOCK COMPENSATION PLAN.
On
November 10, 2006 the Company issued 25,000 shares of common stock to
consultants for services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC.
2006
EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN.
On
December 5, 2006 the Company issued 8,334 shares of common stock to a consultant
for services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
AND CONSULTANTS STOCK COMPENSATION PLAN.
On
December 5, 2006 the Company issued 1,391,935 shares of common stock to
Bio-Technology Partners Business Trust which constituted full satisfaction
of
the amount of $246,744 plus accrued interest owed by the Company to
Bio-Technology Partners Business Trust.
On
December 14, 2006 the Company issued 68,700 shares of common stock to
management, employees and consultants for services pursuant to the TASCO
HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION
PLAN.
During
the
quarter ended March 31, 2007 the Company issued 143,920 shares of common stock
to management and employees as compensation pursuant to the TASCO HOLDINGS
INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION
PLAN.
During
the
quarter ended March 31, 2007 the Company issued 359,310 to consultants for
services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND
CONSULTANTS STOCK COMPENSATION PLAN.
On
March
9, 2007 the Company issued 500,000 shares of common stock to Bio-Technology
Partners Business Trust which constituted full satisfaction of the amount of
$125,000 owed by the Company to Bio-Technology Partners Business
Trust.
During
the
quarter ended March 31, 2007 the Company issued 500,000 shares of common stock
for cash consideration of $125,000.
On
April
4, 2007, the Company issued 240,666 common shares for cash consideration of
$60,166.
On
April
4, 2007, the Company issued 27,589 Shares to two purchasers as consideration
for
services rendered valued at $6,758.
On
April
4, 2007, the Company issued 5,000 common shares as consideration for services
rendered valued at $1,250.
On
April
4, 2007, the Company issued 40,000 common shares to management and employees
as
compensation pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
AND CONSULTANTS STOCK COMPENSATION PLAN.
On
April
4, 2007, 985, 168 shares of the Company’s common stock were issued to Bombardier
Pacific Ventures in full satisfaction of $246,292 owed by the Company to
Bombardier Pacific Ventures. David R. Koos, the Company’s Chairman of the Board
of Directors, President, CEO, Secretary, and Acting CFO, is the sole beneficial
owner of Bombardier Pacific Ventures
On
April18, 2007, the Company issued 5,000 common shares to an employee as
compensation pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
AND CONSULTANTS STOCK COMPENSATION PLAN.
On
April
18, 2007, the Company issued 5,000 common shares pursuant to the TASCO HOLDINGS
INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN as
consideration for services rendered valued at $3,750
On
May 22,
2007, the Company issued 15,000 common shares pursuant to the TASCO HOLDINGS
INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN as
consideration for services rendered valued at $9,300.
On
May 22,
2007 the Company issued 65,000 common shares to management pursuant to the
BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN
On
June 7,
2007, the Company issued 32,040 common shares pursuant to the BIO-MATRIX
SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN
as
consideration for services rendered valued at $20,185.
On
June 7,
2007, the Company issued 5,000 common shares to an employee as compensation
pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS
STOCK COMPENSATION PLAN.
On
June
21, 2007, 331,597 shares of the Company’s common stock were issued to Venture
Bridge Advisors in full satisfaction of $82,900 owed by the Company to Venture
Bridge Advisors.
On
June
28, 2007 the Company issued 321,500 common shares pursuant to the BIO-MATRIX
SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN
as
consideration for services rendered valued at $176,825.
On
June
28, 2007 the Company issued 35,000 common shares to management pursuant to
the
BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN
On
July
12, 2007, the Company issued 23,000 common shares to consultants pursuant to
the
BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN as consideration for services rendered.
On
July
30, 2007, the Company issued 500,000 common shares to consultants pursuant
to
the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN as consideration for services rendered
On
July
30, 2007, the Company issued 155,000 common shares to management pursuant
to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN
On
July
30, 2007, the Company issued 566,217 common shares to Bombardier Pacific
Ventures in satisfaction of the principal amount of $141,554 owed
by the Company to Bombardier Pacific Ventures. David R. Koos, the Company’s
Chairman of the Board of Directors, President, CEO, Secretary, and Acting CFO,
is the sole beneficial owner of Bombardier Pacific Ventures.
On
July
31, 2007, the Company issued 760,000 common shares for cash consideration of
$190,000.
On
August
6, 2007, the Company issued 620,000 common shares to consultants as
consideration for services rendered.
On
August
6, 2007, the Company issued 440,000 common shares for cash consideration of
$110,000
On
September 10, 2007, the Company issued 55,000 common shares to consultants
pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
STOCK COMPENSATION PLAN as consideration for services rendered
On
October
2, 2007, the Company issued 21,429 common shares to consultants pursuant to
the
BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN as consideration for services rendered
On
October
4, 2007, the Company issued 28,572 common shares to consultants pursuant to
the
BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN as consideration for services rendered
On
October
29, 2007, the Company issued 20,000 common shares to consultants pursuant to
the
BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN as consideration for services rendered.
On
November 7, 2007, the Company issued 28,750 common shares to consultants
pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
STOCK COMPENSATION PLAN as consideration for services rendered.
On
November 26, 2007, the Company issued 48,510 common shares to consultants
pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
STOCK COMPENSATION PLAN as consideration for services rendered.
On
December 6, 2007, the Company issued 25,000 common shares to consultants
pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
STOCK COMPENSATION PLAN as consideration for services rendered.
On
December 17, 2007, the Company issued 19,166 common shares to a consultant
pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
STOCK COMPENSATION PLAN as consideration for services rendered.
NOTE
10.
STOCKHOLDERS' EQUITY
The
stockholders' equity section of the Company contains the following classes
of
capital stock as of December 31, 2007:
*
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: 23,420,823
shares issued and outstanding
NOTE
11.
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
Commitments
|
Ending
September 30
|
Amounts
|
|
|
2008
|
$
241,611
|
|
|
2009
|
248,864
|
|
|
2010
|
234,377
|
|
|
2011
|
42,614
|
|
|
Total
|
$
767,466
|
|
Since
the
signing of this lease, BMSG has been improving this facility and has made
substantial progress toward creating a cGMP (Good Manufacturing Practices)
and
cGTP (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.
Concurrently,
the Company has been developing the policies and procedures needed for
processing stem cells for cryogenic storage.
NOTE
12.
ACQUISITION OF BIO-MATRIX SCIENTIFIC GROUP (NEVADA).
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, The Company 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
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 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. 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. For financial
accounting purposes, this acquisition was a reverse acquisition of the Company
by Bio-Matrix Scientific Group, Inc under the purchase method of accounting,
and
was treated as a recapitalization with Bio-Matrix Scientific Group, Inc. as
the
acquirer.
NOTE
13.
TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN
On
July
25, 2006 the Company adopted the TASCO HOLDINGS INTERNATIONAL, INC. 2006
EMPLOYEE AND CONSULTANTS STOCK COMPENSATIONPLAN (“the Plan”) which provides for
the issuance of up to 1,500,000 authorized but unissued shares of Common Stock
to eligible employees and consultants for services rendered (“Award Shares” or
“Awards”). These Award Shares were registered with the Securities and Exchange
Commission (“Commission”) on Form S-8 filed with the Commission on August 8,
2006. This Plan shall terminate on July 15, 2016.
Award
Shares may be issued to Eligible Persons (The term "Eligible Person" means
any
natural person who, at a particular time, is an employee, officer, director,
consultant, or advisor of the Company or any Parent or Subsidiary of the
Company; provided that, in the case of consultants or advisors such services
are
not in connection with the offer and sale of securities in a capital-raising
transaction and /or such services are not intended to directly or indirectly
promote or maintain a market for the Company 's securities) in any of the
following instances:
(i)
as a
bonus for services previously rendered and compensated, in which case the
recipient of the Award Shares shall not be required to pay any consideration
for
such Award Shares, and the value of such Award Shares shall be the Fair Market
Value of such Award Shares on the date of grant; or
(ii)
as
compensation for the previous performance or future performance of services
or
attainment of goals, in which case the recipient of the Award Shares shall
not
be required to pay any consideration for such Award Shares (other than the
prior
performance of his services or the assumption of the obligation of future
performance of services ).
The
Plan
is currently administered by the Plan Committee, which currently consists of
the
entire Board of Directors of the Company, and which has sole and absolute
discretion to interpret and determine the effect of all matters and questions
relating to this Plan.
The
Plan
Committee has the full and final authority in its sole discretion, at any time
and from time-to-time, subject only to the express terms, conditions and other
provisions of the Articles of Incorporation of the Company and this Plan, and
the specific limitations on such discretion set forth herein, to:
(i)
Designate the Eligible Persons or classes of Eligible Persons eligible to
receive Awards from among the Eligible Persons;
(ii)
Grant
Awards to such selected Eligible Persons or classes of Eligible Persons in
such
form and amount (subject to the terms of the Plan) as the Plan Committee shall
determine;
(iii)
Interpret the Plan, adopt, amend and rescind rules and regulations relating
to
the Plan, and make all other determinations and take all other action necessary
or advisable for the implementation and administration of the Plan;
and
(iv)
Delegate all or a portion of its authority to one or more directors of the
Company who are executive officers of the Company, subject to such restrictions
and limitations (such as the aggregate number of shares of Common Stock that
may
be awarded) as the Plan Committee may decide to impose on such delegate
directors.
As
of
December 31, 2007 -- 1,454,772 shares have been issued pursuant to the
Plan
|
|
Number
of
|
|
|
|
Shares
|
|
As
of December 31, 2007:
|
|
|
|
|
|
|
|
Granted
|
|
|
1,454,772
|
*
|
Remaining
shares available for issuance under the Plan as of
September 30, 2007
|
|
|
45,228
|
|
*Does
not
include 300,000 shares which were issued erroneously and subsequently
cancelled
NOTE
14.
BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN
On June
3 , 2007 the Company adopted the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007
EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN (“the Bio
Plan”) which provides for the issuance of up to 1,500,000 authorized but
unissued shares of Common Stock to eligible employees and consultants for
services rendered (“Award Shares” or “Awards”). These Award Shares were
registered with the Securities and Exchange Commission (“Commission”) on Form
S-8 filed with the Commission on June 5, 2007. This Bio Plan shall terminate
on
June 3, 2017.
Award
Shares may be issued to Eligible Persons (The term "Eligible Person" means
any
natural person who, at a particular time, is an employee, officer, director,
consultant, or advisor of the Company or any Parent or Subsidiary of the
Company; provided that, in the case of consultants or advisors such services
are
not in connection with the offer and sale of securities in a capital-raising
transaction and /or such services are not intended to directly or indirectly
promote or maintain a market for the Company ’s securities) in any of the
following instances:
(i)
as a
bonus for services previously rendered and compensated, in which case the
recipient of the Award Shares shall not be required to pay any consideration
for
such Award Shares, and the value of such Award Shares shall be the Fair Market
Value of such Award Shares on the date of grant; or
(ii)
as
compensation for the previous performance or future performance of services
or
attainment of goals, in which case the recipient of the Award Shares shall
not
be required to pay any consideration for such Award Shares (other than the
prior
performance of his services or the assumption of the obligation of future
performance of services ).
The
Bio
Plan is currently administered by a Plan Committee, which currently consists
of
the entire Board of Directors of the Company, and which has sole and absolute
discretion to interpret and determine the effect of all matters and questions
relating to this Bio Plan.
The
Plan
Committee has the full and final authority in its sole discretion, at any time
and from time-to-time, subject only to the express terms, conditions and other
provisions of the Articles of Incorporation of the Company and this Bio Plan,
and the specific limitations on such discretion set forth herein,
to:
(i)
Designate the Eligible Persons or classes of Eligible Persons eligible to
receive Awards from among the Eligible Persons;
(ii)
Grant
Awards to such selected Eligible Persons or classes of Eligible Persons in
such
form and amount (subject to the terms of the Plan) as the Plan Committee shall
determine;
(iii)
Interpret the Plan, adopt, amend and rescind rules and regulations relating
to
the Plan, and make all other determinations and take all other action necessary
or advisable for the implementation and administration of the Plan;
and
(iv)
Delegate all or a portion of its authority to one or more directors of the
Company who are executive officers of the Company, subject to such restrictions
and limitations (such as the aggregate number of shares of Common Stock that
may
be awarded) as the Plan Committee may decide to impose on such delegate
directors.
As
of
December 31, 2007, 1,389,787 shares have been issued pursuant to the
Plan
|
|
Number
of
|
|
|
|
Shares
|
|
As
of December 31, 2007:
|
|
|
|
|
|
|
|
Granted
|
|
|
1.389,787 |
|
|
|
|
|
|
Remaining
shares available for issuance under the Plan as of September 30,
2007
|
|
|
110,213 |
|
NOTE
15.
SUBSEQUENT EVENTS
On
January
8, 2008, the Company sold $18,400 face value convertible debenture (“Convertible
Debenture”) for an aggregate purchase price of $18,400 to one
purchaser.
Interest
on the Convertible Debenture shall accrue at a rate of 12% per annum based
on a
365 day year. The Company shall pay simple interest
to the holder on the aggregate unconverted and then outstanding principal amount
of this Convertible Debenture at the rate of 12% per annum, payable on the
maturity Date, which is December 28, 2009.
At
any
time subsequent to the expiration of a six month period since either
of:
(i) that
Registration Statement, as amended, filed with the SEC on Form SB-2
relating to the sale of an aggregate of 17,195,263 shares of our
common stock by certain selling shareholders (the “Selling Shareholders
Registration Statement”) has been declared effective by the SEC or
(ii) the
Selling Shareholder Registration Statement has been withdrawn by
us.
The
holder
may convert the Convertible Debenture, in whole but not in part, into our common
shares at the conversion rate of $0.15 per Share (“Conversion
Shares”).
Subsequent
to any conversion, the holder shall have the right, upon written demand to
us
(“Registration Demand”), to cause us, within ninety days of the Registration
Demand, to prepare and file with the United States securities and Exchange
Commission (“SEC”) a Registration Statement in order that the Conversion Shares
may be registered under the Securities Act of 1933, as amended, and use its
reasonable best efforts to cause that Registration Statement to be declared
effective by the SEC. There is no penalty to us in the event the registration
Statement is not declared effective by the SEC.
On
January
8, 2007 the Company issued 110,000 common shares to consultants pursuant to
the
BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN as consideration for services rendered.
On
January
8, 2007 the Company issued 24,800 common shares to consultants pursuant to
the
TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN as consideration for services rendered.
On
January12, 2008, the Company sold $200,000 face value convertible debenture
(“Convertible Debenture”) for an aggregate purchase price of $200,000 to one
purchaser.
Interest
on the Convertible Debenture shall accrue at a rate of 14% per annum based
on a
365 day year. The Company shall pay simple interest
to the holder on the aggregate unconverted and then outstanding principal amount
of this Convertible Debenture at the rate of 14% per annum, payable on the
maturity Date, which is January 12, 2010
At
any
time subsequent to the expiration of a six month period since either
of:
(i) that
Registration Statement, as amended, filed with the SEC on Form SB-2
relating to the sale of an aggregate of 17,195,263 shares of our
common stock by certain selling shareholders (the “Selling Shareholders
Registration Statement”) has been declared effective by the SEC or
(ii) the
Selling Shareholder Registration Statement has been withdrawn by
us.
The
holder
may convert the Convertible Debenture, in whole but not in part, into our common
shares at the conversion rate of $0.25 per Share (“Conversion
Shares”).
Subsequent
to any conversion, the holder shall have the right, upon written demand to
us
(“Registration Demand”), to cause us, within ninety days of the Registration
Demand, to prepare and file with the United States securities and Exchange
Commission (“SEC”) a Registration Statement in order that the Conversion Shares
may be registered under the Securities Act of 1933, as amended, and use its
reasonable best efforts to cause that Registration Statement to be declared
effective by the SEC. There is no penalty to us in the event the registration
Statement is not declared effective by the SEC.
On
January12, 2008, the Company sold $100,000 face value convertible debenture
(“Convertible Debenture”) for an aggregate purchase price of $100,000 to one
purchaser.
Interest
on the Convertible Debenture shall accrue at a rate of 14% per annum based
on a
365 day year. The Company shall pay simple interest
to the holder on the aggregate unconverted and then outstanding principal amount
of this Convertible Debenture at the rate of 14% per annum, payable on the
maturity Date, which is January 12, 2010
At
any
time subsequent to the expiration of a six month period since either
of:
(i) that
Registration Statement, as amended, filed with the SEC on Form SB-2
relating to the sale of an aggregate of 17,195,263 shares of our
common stock by certain selling shareholders (the “Selling Shareholders
Registration Statement”) has been declared effective by the SEC or
(ii) the
Selling Shareholder Registration Statement has been withdrawn by
us.
The
holder
may convert the Convertible Debenture, in whole but not in part, into our common
shares at the conversion rate of $0.25 per Share (“Conversion
Shares”).
Subsequent
to any conversion, the holder shall have the right, upon written demand to
us
(“Registration Demand”), to cause us, within ninety days of the Registration
Demand, to prepare and file with the United States securities and Exchange
Commission (“SEC”) a Registration Statement in order that the Conversion Shares
may be registered under the Securities Act of 1933, as amended, and use its
reasonable best efforts to cause that Registration Statement to be declared
effective by the SEC. There is no penalty to us in the event the registration
Statement is not declared effective by the SEC.
The
Company shall agree to the granting of a Lien to the Holder against collateral
which the Company owns or intends to purchase, namely:
Flow
Cytometer (4 Color) (BD Facscanto)
|
|
Laboratory
computer system/also for enrollments/storage tracking
|
|
Hematology
Analyzer (celldyne 1800)(ABBOTT)
|
|
Laminar
Flow Hood 4 ft ( Clean hood) (2)
|
|
Bench
top centrifuges (2) refrigerated
|
|
Small
equipment (lab set-up)
|
|
Microscope
|
|
Tube
heat sealers (2 ea)
|
|
Barcode
printer and labeling device
|
|
|
|
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,
2007. All references to” We”, “Us”, “Company” or the “Company” refer
to Bio-Matrix Scientific Group, Inc.
CONDITION
AND RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2007
Revenues
were -0- for the quarter ending
December 31 2007 and -0- for the same quarter ending December 31, 2006. Net
losses were $405,812 for the three months ended December 31, 2007 and $466,179
for the same period ended December 31, 2006.
PLAN
OF OPERATION
As
of December 31, 2007 the Company has
$1,076 cash on hand and current liabilities of $311, 315 such liabilities
consisting of Accounts Payable, Notes Payable, Bank Overdraft, Accrued Payroll
Taxes, and Accrued Interest and other Accrued Expenses.
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.
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 plans, 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.)
On
November 14, 2007 the Company sold a $50,000 face value convertible
debenture (“Convertible Debenture”) for an aggregate purchase price of $50,000
to one purchaser.
Interest
on the Convertible Debenture shall accrue at a rate of 12% per annum based
on a
365 day year. The Company shall pay simple interest to the holder on the
aggregate unconverted and then outstanding principal amount of this Convertible
Debenture at the rate of 12% per annum, payable on the maturity Date, which
is
November 14, 2009.
At
any
time subsequent to the expiration of a six month period since either
of:
(i) that
Registration Statement, as amended, filed with the SEC on Form SB-2
relating to the sale of an aggregate of 17,195,263 shares of the common stock
of
the Company by certain selling shareholders (the “Selling
Shareholders Registration Statement”) has been declared effective by the SEC
or
(ii) the
Selling Shareholder Registration Statement has been withdrawn by the
Company,
the
holder
may convert the Convertible Debenture, in whole but not in part, into the
Company’s common shares at the conversion rate of $0.15 per
Share.
Subsequent
to any conversion , the holder shall have the right, upon written
demand to Company (“Registration Demand”), to cause Company, within ninety days
of the Registration Demand, to prepare and file with the United States
securities and Exchange Commission (“SEC”) a Registration Statement in order
that the Conversion Shares may be registered under the Securities Act of 1933,
as amended, and use its reasonable best efforts to cause that Registration
Statement to be declared effective by the SEC. There is no penalty to the
Company in the event the registration Statement is not declared effective by
the
SEC.
On
November 30, 2007, the Company sold $75,000 face value convertible debenture
(“Convertible Debenture”) for an aggregate purchase price of $75,000 to one
purchaser.
Interest
on the Convertible Debenture shall accrue at a rate of 12% per annum based
on a
365 day year. The Company shall pay simple interest to the holder on the
aggregate unconverted and then outstanding principal amount of this Convertible
Debenture at the rate of 12% per annum, payable on the maturity Date, which
is
November 14, 2009.
At
any
time subsequent to the expiration of a six month period since either
of:
(i) that
Registration Statement, as amended, filed with the SEC on Form SB-2
relating to the sale of an aggregate of 17,195,263 shares of the
Company’s common stock by certain selling shareholders (the “Selling
Shareholders Registration Statement”) has been declared effective by the SEC
or
(ii) the
Selling Shareholder Registration Statement has been withdrawn by
us.
The
holder
may convert the Convertible Debenture, in whole but not in part, into the
Company’s common shares at the conversion rate of $0.15 per
Share (“Conversion Shares”).
Subsequent
to any conversion , the holder shall have the right, upon written
demand to us (“Registration Demand”), to cause the Company, within ninety days
of the Registration Demand, to prepare and file with the United States
securities and Exchange Commission (“SEC”) a Registration Statement in order
that the Conversion Shares may be registered under the Securities Act of 1933,
as amended, and use its reasonable best efforts to cause that Registration
Statement to be declared effective by the SEC. There is no penalty to us in
the
event the registration Statement is not declared effective by the
SEC.
On
January
8, 2008, the Company sold $18,400 face value convertible debenture (“Convertible
Debenture”) for an aggregate purchase price of $18,400 to one
purchaser.
Interest
on the Convertible Debenture shall accrue at a rate of 12% per annum based
on a
365 day year. The Company shall pay simple interest
to the holder on the aggregate unconverted and then outstanding principal amount
of this Convertible Debenture at the rate of 12% per annum, payable on the
maturity Date, which is December 28, 2009.
At
any
time subsequent to the expiration of a six month period since either
of:
(i) that
Registration Statement, as amended, filed with the SEC on Form SB-2
relating to the sale of an aggregate of 17,195,263 shares of our
common stock by certain selling shareholders (the “Selling Shareholders
Registration Statement”) has been declared effective by the SEC or
(ii) the
Selling Shareholder Registration Statement has been withdrawn by
us.
The
holder
may convert the Convertible Debenture, in whole but not in part, into our common
shares at the conversion rate of $0.15 per Share (“Conversion
Shares”).
Subsequent
to any conversion, the holder shall have the right, upon written demand to
us
(“Registration Demand”), to cause us, within ninety days of the Registration
Demand, to prepare and file with the United States securities and Exchange
Commission (“SEC”) a Registration Statement in order that the Conversion Shares
may be registered under the Securities Act of 1933, as amended, and use its
reasonable best efforts to cause that Registration Statement to be declared
effective by the SEC. There is no penalty to us in the event the registration
Statement is not declared effective by the SEC.
On
January
12, 2008, the Company sold $200,000 face value convertible debenture
(“Convertible Debenture”) for an aggregate purchase price of $200,000 to one
purchaser.
Interest
on the Convertible Debenture shall accrue at a rate of 14% per annum based
on a
365 day year. The Company shall pay simple interest
to the holder on the aggregate unconverted and then outstanding principal amount
of this Convertible Debenture at the rate of 14% per annum, payable on the
maturity Date, which is January 12, 2010
At
any
time subsequent to the expiration of a six month period since either
of:
(i) that
Registration Statement, as amended, filed with the SEC on Form SB-2
relating to the sale of an aggregate of 17,195,263 shares of our
common stock by certain selling shareholders (the “Selling Shareholders
Registration Statement”) has been declared effective by the SEC or
(ii) the
Selling Shareholder Registration Statement has been withdrawn by
us.
The
holder
may convert the Convertible Debenture, in whole but not in part, into our common
shares at the conversion rate of $0.25 per Share (“Conversion
Shares”).
Subsequent
to any conversion, the holder shall have the right, upon written demand to
us
(“Registration Demand”), to cause us, within ninety days of the Registration
Demand, to prepare and file with the United States securities and Exchange
Commission (“SEC”) a Registration Statement in order that the Conversion Shares
may be registered under the Securities Act of 1933, as amended, and use its
reasonable best efforts to cause that Registration Statement to be declared
effective by the SEC. There is no penalty to us in the event the registration
Statement is not declared effective by the SEC.
The
Company shall agree to the granting of a Lien to the Holder against collateral
which the Company owns or intends to purchase, namely:
Flow
Cytometer (4 Color) (BD Facscanto)
|
|
Laboratory
computer system/also for enrollments/storage tracking
|
|
Hematology
Analyzer (celldyne 1800)(ABBOTT)
|
|
Laminar
Flow Hood 4 ft ( Clean hood) (2)
|
|
Bench
top centrifuges (2) refrigerated
|
|
Small
equipment (lab set-up)
|
|
Microscope
|
|
Tube
heat sealers (2 ea)
|
|
Barcode
printer and labeling device
|
|
|
|
Over
the next 12 months and if the
Company is successful in obtaining necessary licenses (as described below),
the
Company anticipates opening its stem cell bank and marketing its disposable
stem cell / tissue management instruments.
On
November 1, 2007, the Company was
granted a Biologics license (“License”) from the Department of Health Services
of the State of California.
This License permits the Company’s
current facility to accept and store cord blood (Stem Cells), whole blood,
and
various blood related specimens for cryogenic short and long term
storage and on November 13, 2007, the Company entered into an
agreement with Dr. Joao L. Ascensao, M.D., Ph.D., F.A.C.P. whereby Dr. Ascensao,
as an independent contractor and not as an employee, has agreed to act
as the Company’s Medical Director.
On
February 13, 2008, the Company became
registered with the US Food and Drug Administration (“FDA”) under the Public
Health Service Act to satisfy the regulatory requirements involving the storage
of stem cells and other tissue. These regulatory requirements apply to all
establishments engaged in the recovery, processing, storage, labeling,
packaging, or distribution of any Human Cells, Tissues, and Cellular and
Tissue-Based Products (HCT/Ps) or the screening or testing of a cell or tissue
donor.
The
Company is currently endeavoring to obtain a Tissue Bank License to be granted
by Department of Health Services
of the State of California.
Over
the next twelve months and if the
Company is successful in obtaining the necessary additional financing and
obtaining equipment and necessary additional professional staff, the
Company anticipates purchasing the following significant laboratory
equipment:
Equipment
|
Estimated
Cost
|
Sepax
Cell Separation
Device
|
$ 50,000.00
|
Blood
processing
equipment
|
$ 80,000.00
|
Bar
code labeling
equipment
|
$ 3,000.00
|
Tube
heat sealers (2
ea)
|
$ 4,000.00
|
Bench
top centrifuges (2)
refrigerated
|
$ 12,000.00
|
Cell
Therapy
Software
|
$ 30,000.00
|
Cryo
Tracking
Software
|
$ 28,000.00
|
Cryo
Tracking
Equipment
|
$ 45,000.00
|
BacTec
Microbiology
equipment
|
$ 20,000.00
|
Small
equipment (lab
set-up)
|
$ 10,000.00
|
CO2
Incubator
|
$ 4,000.00
|
Supplies/reagents*
|
$ 100,000.00
|
Total
|
$ 386,000.00
|
*
to be reordered on an annual
basis
In
the
event that we are successful in obtaining the amount of the additional
financing that we require on acceptable terms, we currently anticipate that
we will need to add the following additional employees during the twelve
month period thereafter:
Title
|
Estimated
Annual Compensation
|
|
Director of
Labs
|
|
|
$
|
120,000
|
|
Director of
Quality & Assurance
|
|
|
$
|
75,000
|
|
Adm.
Director
|
|
|
$
|
75,000
|
|
Dir.
Of Engineering / Production
|
|
|
$
|
85,000
|
|
Lab
Tech
|
|
|
$
|
65,000
|
|
Lab
Tech
|
|
|
$
|
65,000
|
|
Customer
Service Representative.
|
|
|
$
|
45,000
|
|
Director
of Market & Sales
|
|
|
$
|
100,000
|
|
Facility
Manager / Receiving & Shipping
|
|
|
$
|
60,000
|
|
Support
Staff
|
|
|
$
|
50,000
|
|
Total
|
|
|
$
|
740,000
|
|
The
Company cannot assure that it will
be successful in obtaining additional financing necessary to implement
its business plan. The Company has not received any
commitment or expression of interest from any financing source that has given
it any assurance that it will obtain the amount of additional financing in
the future that it currently anticipates. For these and other
reasons, the Company is not able to assure that it will obtain any
additional financing or, if it is successful, that it can obtain any
such financing on terms that may be reasonable in light of its current
circumstances.
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, 2007 and
ending June 30, 2007, David Koos, who is both the Company's Principal Executive
Officer and Principal Financial Officer has determined that there were no
changes to the Company's internal controls over financial reporting that have
been materially effected, 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 Delawarecorporation.
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 expired unexercised 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.
On
October 12, 2006, the Company issued
1,462,570 common shares of the Company to BMXP in full satisfaction of the
amount of $1,191,619 plus accrued and unpaid interest, owed to BMXP Holdings,
Inc. by the Company.
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 full
satisfaction of the amount of $1,191,619 plus accrued and unpaid interest,
owed
to BMXP Holdings, Inc. by the Company.
On
December 5, 2006 the Company issued
1,391,935 shares of common stock to Bio-Technology Partners Business Trust
which
constituted full satisfaction of the amount of $246,744 plus accrued interest
owed by the Company to Bio-Technology Partners Business
Trust.
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 full
satisfaction of the amount $246,744 plus accrued interest owed by the Company
to
Bio-Technology Partners Business Trust.
On
March 9, 2007 the Company issued
500,000 shares of common stock to Bio-Technology Partners Business Trust which
constituted full satisfaction of the amount of $125,000 owed by the Company
to
Bio-Technology Partners Business Trust. The shares were issued pursuant to
Section 4(2) of the Securities Act of 1933, as amended.
The
shares were offered directly through
the management. No underwriters were retained to serve as placement agents.
No
commission or other consideration was paid in connection with the sale of the
shares. There was no advertisement or general solicitation made in connection
with this Offer and Saleof
shares.
A
legend was placed on the certificate
that evidences the shares of Common Stock stating that the shares of Common
Stock have not been registered under the Act and setting forth or referring
to
the restrictions on transferability and sale of the shares of Common
Stock.
During
the period beginning January 1,
2007 and ending April 4, 2007, the Company sold 1,752,867 restricted shares
(the
"Shares") of common stock, at a purchase price of $0.25 per
share.
740,666
of the Shares were sold for cash
consideration of $185,166 to five purchasers. The net proceeds of the
sale of shares sold for cash consideration, which were $185,166, will be
utilized for general working capital purposes.
27,033
of the Shares were issued to two
purchasers as consideration for services rendered valued at
$6,758.
985,168
of the Shares were issued to
Bombardier Pacific Ventures in full satisfaction of $246,292 owed by the Company
to Bombardier Pacific Ventures on April 4, 2007. David R. Koos, the Company’s
Chairman of the Board of Directors, President, CEO, Secretary, and Acting CFO,
is the sole beneficial owner of Bombardier Pacific Ventures.
No
underwriters were retained to serve
as placement agents for the sale. The Shares were sold directly through the
management of the Company. No commission or other consideration was paid in
connection with the sale of the Shares. There was no advertisement or general
solicitation made in connection with this offer and sale of
shares.
The
offer and sale of the Shares was
exempt from the registration provisions of the Securities Act of 1933, as
amended, by reason of Section 4(2) thereof. Each of the purchasers
warranted and represented that they were “Accredited Investors” as that term is
used in Rule 144(a)(1) of the Securities Act of 1933 and each gave further
representations that they were experienced and sophisticated in making
financial, business, and investment decisions and thereby able to “fend for
themselves.” Further, each received an opportunity to ask questions
of the Company’s management regarding the Company, its affairs, condition, and
prospects and to receive answers to all such questions. Finally, each
received a copy of the Company’s business plan, the risks and merits of
investing in the Company, together with copies of the Company’s financial
statements so as to allow each of them to make an informed investment
decision.
On
June 21, 2007, 331,597 shares of the
Company’s common stock were issued to Venture Bridge Advisors in full
satisfaction of $82,900 owed by the Company to Venture Bridge Advisors. The
shares were issued pursuant to Section 4(2) of the Securities Act of 1933,
as
amended.
The
shares were offered directly through
the management. No underwriters were retained to serve as placement agents.
No
commission or other consideration was paid in connection with the sale of the
shares. There was no advertisement or general solicitation made in connection
with this Offer and Saleof
shares.
A
legend was placed on the certificate
that evidences the shares of Common Stock stating that the shares of Common
Stock have not been registered under the Act and setting forth or referring
to
the restrictions on transferability and sale of the shares of Common
Stock.
On
July 30, 2007, the Company issued
566,217 common shares to Bombardier Pacific Ventures in satisfaction of the
principal amount of $141,554 owed by us to Bombardier Pacific Ventures. David
R.
Koos, the Company’s Chairman of the Board of Directors, President, CEO,
Secretary, and Acting CFO, is the sole beneficial owner of Bombardier Pacific
Ventures. The offer and sale of the shares was exempt from the registration
provisions of the Securities Act of 1933, as amended, by reason of Section
4(2)
thereof.
The
shares were offered directly through
the management. No underwriters were retained to serve as placement agents.
No
commission or other consideration was paid in connection with the sale of the
shares. There was no advertisement or general solicitation made in connection
with this Offer and Saleof
shares.
A
legend was placed on the certificate
that evidences the shares of Common Stock stating that the shares of Common
Stock have not been registered under the Act and setting forth or referring
to
the restrictions on transferability and sale of the shares of Common
Stock.
On
July 31, 2007, the Company issued
760,000 common shares for cash consideration of $190,000. The net proceeds
of that sale, which were $190,000, will be utilized for general working capital
purposes. No underwriters were retained to serve as placement agents for the
sale. These shares were sold directly through our management. No commission
or
other consideration was paid in connection with the sale of these shares. There
was no advertisement or general solicitation made in connection with this offer
and sale of shares. The offer and sale of these shares was exempt from the
registration provisions of the Securities Act by reason of Section 4(2) thereof
and Rule 506 of Regulation D thereunder. Management made its determination
of
the availability of such exemption based upon the facts and circumstances
surrounding the offer and sale of these shares, including the representations
and warranties made by the purchasers and the fact that restrictive legends
were
placed on, and stop transfer orders placed against, the certificates for these
shares.
On
August 6, 2007, the Company issued
620,000 common shares to consultants as consideration for services rendered.
The
offer and sale of the shares was exempt from the registration provisions of
the
Securities Act of 1933, as amended, by reason of Section 4(2)
thereof.
The
shares were offered directly through
the management. No underwriters were retained to serve as placement agents.
No
commission or other consideration was paid in connection with the sale of the
shares. There was no advertisement or general solicitation made in connection
with this Offer and Saleof
shares.
A
legend was placed on the certificate
that evidences the shares of Common Stock stating that the shares of Common
Stock have not been registered under the Act and setting forth or referring
to
the restrictions on transferability and sale of the shares of Common
Stock.
On
August 6, 2007, the Company issued
440,000 common shares for cash consideration of $110,000. The net proceeds
of
that sale, which were $110,000, will be utilized for general working capital
purposes. No underwriters were retained to serve as placement agents for the
sale. These shares were sold directly through our management. No commission
or
other consideration was paid in connection with the sale of these shares. There
was no advertisement or general solicitation made in connection with this offer
and sale of shares. The offer and sale of these shares was exempt from the
registration provisions of the Securities Act by reason of Section 4(2) thereof
and Rule 506 of Regulation D thereunder. Management made its determination
of
the availability of such exemption based upon the facts and circumstances
surrounding the offer and sale of these shares, including the representations
and warranties made by the purchasers and the fact that restrictive legends
were
placed on, and stop transfer orders placed against, the certificates for these
shares.
On
November 14, 2007 the Company sold
$50,000 face value convertible debenture (“Convertible Debenture”) for an
aggregate purchase price of $50,000 to one purchaser, who is accredited investor
as “accredited investor” is defined in Rule 501 of Regulation D, promulgated
under the Securities Act of 1933, as amended. and who also has for two years
had
a substantive, pre-existing relationship with the Company.
Interest
on the Convertible Debenture
shall accrue at a rate of 12% per annum based on a 365 day year. The Company
shall pay simple interest to the holder on the aggregate unconverted and then
outstanding principal amount of this Convertible Debenture at the rate of 12%
per annum, payable on the maturity Date, which is November 14,
2009.
At
any time subsequent to the expiration
of a six month period since either of:
(i) that
Registration Statement, as amended, filed with the SEC on Form SB-2
relating to the sale of an aggregate of 17,195,263 shares of the common stock
of
the Company by certain selling shareholders (the “Selling
Shareholders Registration Statement”) has been declared effective by the SEC
or
(ii) the
Selling Shareholder Registration Statement has been withdrawn by the
Company.
The
holder may convert the Convertible
Debenture, in whole but not in part, into the Company’s common shares at the
conversion rate of $0.15 per Share.
Subsequent
to any conversion , the
holder shall have the right, upon written demand to Company
(“Registration Demand”), to cause Company, within ninety days of the
Registration Demand, to prepare and file with the United States securities
and
Exchange Commission (“SEC”) a Registration Statement in order that the
Conversion Shares may be registered under the Securities Act of 1933, as
amended, and use its reasonable best efforts to cause that Registration
Statement to be declared effective by the SEC. There is no penalty to the
Company in the event the registration Statement is not declared effective by
the
SEC.
The
net proceeds, which are $50,000,
will be utilized general working capital purposes. No underwriters were retained
to serve as placement agents for the sale. This Convertible Debenture was sold
directly through our management. No commission or other consideration was paid
in connection with the sale of the Convertible Debenture. There was no
advertisement or general solicitation made in connection with this offer and
sale of the Convertible Debenture. The offer and sale of the Convertible
Debenture was exempt from the registration provisions of the Securities Act
by
reason of Section 4(2) thereof. Management made its determination of the
availability of such exemption based upon the facts and circumstances
surrounding the offer and sale of the Convertible Debenture, including the
representations and warranties made by the purchaser and the fact that a
restrictive legend was placed on the Convertible Debenture and restrictive
legends will be placed on, and stop transfer orders placed against, the
certificates for any shares into which the Convertible debenture may
convert.
On
November 30, 2007, the Company sold $75,000 face value
convertible debenture (“Convertible Debenture”) for an aggregate purchase price
of $75,000 to one purchaser who
is accredited investor as
“accredited investor” is defined in Rule 501 of Regulation D, promulgated under
the Securities Act of 1933, as amended. and who also has for two years had
a
substantive, pre-existing relationship with the Company.
.
Interest
on the Convertible Debenture shall accrue at a rate of 12% per annum based
on a
365 day year. The Company shall pay simple interest to the holder on the
aggregate unconverted and then outstanding principal amount of this Convertible
Debenture at the rate of 12% per annum, payable on the maturity Date, which
is
November 30, 2009.
At
any
time subsequent to the expiration of a six month period since either
of:
(i) that
Registration Statement, as amended, filed with the SEC on Form SB-2
relating to the sale of an aggregate of 17,195,263 shares of the
Company’s common stock by certain selling shareholders (the “Selling
Shareholders Registration Statement”) has been declared effective by the SEC
or
(ii) the
Selling Shareholder Registration Statement has been withdrawn by
us.
The
holder
may convert the Convertible Debenture, in whole but not in part, into the
Company’s common shares at the conversion rate of $0.15 per
Share (“Conversion Shares”).
Subsequent
to any conversion , the holder shall have the right, upon written
demand to us (“Registration Demand”), to cause the Company, within ninety days
of the Registration Demand, to prepare and file with the United States
securities and Exchange Commission (“SEC”) a Registration Statement in order
that the Conversion Shares may be registered under the Securities Act of 1933,
as amended, and use its reasonable best efforts to cause that Registration
Statement to be declared effective by the SEC. There is no penalty to us in
the
event the registration Statement is not declared effective by the
SEC.
The
net proceeds, which are $75,000,
will be utilized general working capital purposes. No underwriters were retained
to serve as placement agents for the sale. This Convertible Debenture was sold
directly through our management. No commission or other consideration was paid
in connection with the sale of the Convertible Debenture. There was no
advertisement or general solicitation made in connection with this offer and
sale of the Convertible Debenture. The offer and sale of the Convertible
Debenture was exempt from the registration provisions of the Securities Act
by
reason of Section 4(2) thereof. Management made its determination of the
availability of such exemption based upon the facts and circumstances
surrounding the offer and sale of the Convertible Debenture, including the
representations and warranties made by the purchaser and the fact that a
restrictive legend was placed on the Convertible Debenture and restrictive
legends will be placed on, and stop transfer orders placed against, the
certificates for any shares into which the Convertible debenture may
convert.
On
January
8, 2008, the Company sold $18,400 face value convertible debenture (“Convertible
Debenture”) for an aggregate purchase price of $18,400 to one purchaser who is accredited investor as
“accredited investor” is defined in Rule 501 of Regulation D, promulgated under
the Securities Act of 1933, as amended. and who also has had a substantive,
pre-existing relationship with the Company.
Interest
on the Convertible Debenture shall accrue at a rate of 12% per annum based
on a
365 day year. The Company shall pay simple interest
to the holder on the aggregate unconverted and then outstanding principal amount
of this Convertible Debenture at the rate of 12% per annum, payable on the
maturity Date, which is December 28, 2009.
At
any
time subsequent to the expiration of a six month period since either
of:
(i) that
Registration Statement, as amended, filed with the SEC on Form SB-2
relating to the sale of an aggregate of 17,195,263 shares of our
common stock by certain selling shareholders (the “Selling Shareholders
Registration Statement”) has been declared effective by the SEC or
(ii) the
Selling Shareholder Registration Statement has been withdrawn by
us.
The
holder
may convert the Convertible Debenture, in whole but not in part, into our common
shares at the conversion rate of $0.15 per Share (“Conversion
Shares”).
Subsequent
to any conversion, the holder shall have the right, upon written demand to
us
(“Registration Demand”), to cause us, within ninety days of the Registration
Demand, to prepare and file with the United States securities and Exchange
Commission (“SEC”) a Registration Statement in order that the Conversion Shares
may be registered under the Securities Act of 1933, as amended, and use its
reasonable best efforts to cause that Registration Statement to be declared
effective by the SEC. There is no penalty to us in the event the registration
Statement is not declared effective by the SEC.
The
net proceeds, which are $18,400,
will be utilized general working capital purposes. No underwriters were retained
to serve as placement agents for the sale. This Convertible Debenture was sold
directly through our management. No commission or other consideration was paid
in connection with the sale of the Convertible Debenture. There was no
advertisement or general solicitation made in connection with this offer and
sale of the Convertible Debenture. The offer and sale of the Convertible
Debenture was exempt from the registration provisions of the Securities Act
by
reason of Section 4(2) thereof. Management made its determination of the
availability of such exemption based upon the facts and circumstances
surrounding the offer and sale of the Convertible Debenture, including the
representations and warranties made by the purchaser and the fact that a
restrictive legend was placed on the Convertible Debenture and restrictive
legends will be placed on, and stop transfer orders placed against, the
certificates for any shares into which the Convertible debenture may
convert.
On
January
12, 2008, the Company sold $200,000 face value convertible debenture
(“Convertible Debenture”) for an aggregate purchase price of $100,000 to one
purchaser who is accredited
investor as “accredited investor” is defined in Rule 501 of Regulation D,
promulgated under the Securities Act of 1933, as amended. and who also has
had a
substantive, pre-existing relationship with the Company.
Interest
on the Convertible Debenture shall accrue at a rate of 14% per annum based
on a
365 day year. The Company shall pay simple interest
to the holder on the aggregate unconverted and then outstanding principal amount
of this Convertible Debenture at the rate of 14% per annum, payable on the
maturity Date, which is January 12, 2010
At
any
time subsequent to the expiration of a six month period since either
of:
(i) that
Registration Statement, as amended, filed with the SEC on Form SB-2
relating to the sale of an aggregate of 17,195,263 shares of our
common stock by certain selling shareholders (the “Selling Shareholders
Registration Statement”) has been declared effective by the SEC or
(ii) the
Selling Shareholder Registration Statement has been withdrawn by
us.
The
holder
may convert the Convertible Debenture, in whole but not in part, into our common
shares at the conversion rate of $0.25 per Share (“Conversion
Shares”).
Subsequent
to any conversion, the holder shall have the right, upon written demand to
us
(“Registration Demand”), to cause us, within ninety days of the Registration
Demand, to prepare and file with the United States securities and Exchange
Commission (“SEC”) a Registration Statement in order that the Conversion Shares
may be registered under the Securities Act of 1933, as amended, and use its
reasonable best efforts to cause that Registration Statement to be declared
effective by the SEC. There is no penalty to us in the event the registration
Statement is not declared effective by the SEC.
The
Company shall agree to the granting of a Lien to the
Holder against collateral which the Company owns or intends to
purchase, namely:
Flow
Cytometer (4 Color) (BD Facscanto)
|
|
Laboratory
computer system/also for enrollments/storage tracking
|
|
Hematology
Analyzer (celldyne 1800)(ABBOTT)
|
|
Laminar
Flow Hood 4 ft ( Clean hood) (2)
|
|
Bench
top centrifuges (2) refrigerated
|
|
Small
equipment (lab set-up)
|
|
Microscope
|
|
Tube
heat sealers (2 ea)
|
|
Barcode
printer and labeling device
|
|
|
|
The
net proceeds, which are $200,000,
will be utilized general working capital purposes. No underwriters were retained
to serve as placement agents for the sale. This Convertible Debenture was sold
directly through our management. No commission or other consideration was paid
in connection with the sale of the Convertible Debenture. There was no
advertisement or general solicitation made in connection with this offer and
sale of the Convertible Debenture. The offer and sale of the Convertible
Debenture was exempt from the registration provisions of the Securities Act
by
reason of Section 4(2) thereof. Management made its determination of the
availability of such exemption based upon the facts and circumstances
surrounding the offer and sale of the Convertible Debenture, including the
representations and warranties made by the purchaser and the fact that a
restrictive legend was placed on the Convertible Debenture and restrictive
legends will be placed on, and stop transfer orders placed against, the
certificates for any shares into which the Convertible debenture may
convert.
Item
3. DEFAULTS UPON SENIOR
SECURITIES
None.
Item
4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
None.
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.
|
Bio-
Matrix Scientific Group,
Inc.
|
|
a
Delawarecorporation
|
By:
|
/s/
David R.
Koos
|
|
David
R.
Koos
|
|
Chief
Executive
Officer
|
|
Date:
February 14,
2008
|
25