UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D. C. 20549

 

FORM 10-K/A

Amendment No 4.

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the Year Ended September 30, 2012

File Number: 0-32201

 

 

BIO-MATRIX SCIENTIFIC GROUP, INC.

(Exact name of registrant as specified in its charter)

  

DELAWARE		33-0824714
(State of jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)
4700 SPRING STREET, SUITE 304, LA MESA, CALIFORNIA,		91942
(Address of principal executive offices)		(Zip Code)

 

(619) 702-1404

(Registrants telephone number, including area code)

 

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

 

Title of Each Class to be so Registered:	Name of each exchange on which registered:
None	None

 

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

 

Common Stock, Par Value $.0001

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐  No ☑

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐  No ☑

 

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

 

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or amendment to Form 10-K. ☐

 

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

 

Large Accelerated Filer ☐		Accelerated Filer                   ☐
Non-accelerated Filer     ☐		Smaller reporting company ☑

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐   No ☑

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No ☑

 

As of March 31, 2012, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant, based upon the closing price of the common stock, under the symbol “BMSN” as quoted on the OTC market of $0.095., was approximately $564,979.  For purposes of the statement in the preceding statement, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

 

Number of shares outstanding of each of the issuer's class of common stock as of  June 13, 2013:

Common: 1,998,299,049

 

In this annual report, the terms “Bio-Matrix Scientific Group Inc.”,  “Company”,  “us”, “we”, or “our”, unless the context otherwise requires, mean Bio-Matrix Scientific Group,  Inc., a Delaware corporation, and its subsidiaries.

 

This annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking statements.  Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements.  The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

*	dependence on key personnel;
*	competitive factors;
*	degree of success of research and development programs
*	the operation of our business; and
*	general economic conditions

 

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this annual report.

 

 

EXPLANATORY NOTE:

THIS AMENDMENT NO.4 TO BIO-MATRIX SCIENTIFIC GROUP, INC’S (THE “COMPANY”) FORM 10-K FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (“FORM 10-K”) IS BEING FILED SOLELY TO AMEND THE FOLLOWING PORTIONS OF AMENDMENT NO 3 TO THE FORM 10K.(“ORIGINAL FILING”)

 

PART 1 ITEM 8

Audit Report for the year ended September 30, 2011

Consolidated Statement of Cash Flow

 

THE COMPANY HAS NOT MODIFIED OR UPDATED DISCLOSURES PRESENTED IN THE ORIGINAL FILING, EXCEPT AS INDICATED ABOVE. ACCORDINGLY, THIS AMENDMENT DOES NOT REFLECT EVENTS OCCURRING AFTER THE DATE OF THE ORIGINAL FILING AND DOES NOT MODIFY OR UPDATE THOSE DISCLOSURES AFFECTED BY SUBSEQUENT EVENTS, EXCEPT AS SPECIFICALLY REFERENCED HEREIN. INFORMATION NOT AFFECTED BY THE ABOVE AMENDMENTS IS UNCHANGED AND REFLECTS THE DISCLOSURES MADE AT THE TIME OF THE ORIGINAL FILING.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To: The Board of Directors and Stockholders

Bio-Matrix Scientific Group Inc.

 

I have audited the accompanying consolidated balance sheet of Bio-Matrix Scientific Group Inc. as of September 30, 2011 and the related statements of operations and cash flows for the year ended September 30, 2011. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

 

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but do not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

 

In my opinion, the financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Bio-Matrix Scientific Group Inc. as of September 30, 2011 and the results of its operations and cash flows for the year ended September 30, 2011 in conformity with accounting principles generally accepted in the United States.

 

The accompanying financial statements have been prepared assuming that the Company is a going concern. As discussed in Note 5 to the financial statements, the Company has not generated income and has accumulated losses. This raises substantive doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/ s / John Kinross-Kennedy

John Kinross-Kennedy

Certified Public Accountant

Irvine, California

December 22,2011 (as amended) 

 

 

BIO-MATRIX SCIENTIFIC GROUP, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
										From
		Year ended September 30				Year ended September 30				inception to September 30
		2012				2011				2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)		$	(1,752,809	)		$	40,289,686			$	26,547,311
Adjustments to reconcile net Income to net cash (used in) provided by operating activities:
Depreciation expense											2,667
Stock issued for compensation to employees			40,809				71,387				1,227,151
Stock issued for services rendered by consultants			140,000				62,396				4,223,130
Stock issued for prepaid expenses											313,665
Stock issued for interest							6,821				138,547
Gain recognized on deconsolidation of Subsidiary							(42,000,000	)			(42,000,000	)
Derecognition of noncontrolling Interest due to deconsolidation							536,961
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses			24,925				500				(15,000	)
Increase (Decrease) in Accounts Payable			2,532				(121,021	)			133,040
Increase (Decrease) in Accrued Expenses			(260,180	)			188,481				580,466
(Increase) Decrease in Employee Receivable							1,396
Increase (Decrease) in Due to Affiliate			(20,360	)			59,500				39,140
Loss attributable to Non Controlling interest in subsidiary							(229,845	)
Equity in Loss of Entest			399,082				264,567				663,649
Net Cash Provided by (Used in) Operating Activities			(1,426,001	)			(869,171	)			(8,146,234	)
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) Decrease in Other Assets							22,366				(4,200	)
Purchases of fixed assets											(541,536	)
Disposal of Fixed Assets							7,300				7,300
Loss on Disposal of Equipment			20,789				510,780				531,569
Net Cash Provided by (Used in) Investing Activities			20,789				540,466				(6,867	)
CASH FLOWS FROM FINANCING ACTIVITIES
Preferred Stock issued for Cash											874,985
Common Stock issued for Cash											621,164
Common Stock issued for Accrued Salaries											424,500
Common Stock issued pursuant to Contractual Obligations			66,372								66,372
Additional paid in Capital			439,708				336,498				962,945
Principal borrowings on Convertible Debentures			392,108				70,326				705,809
Principal borrowings (repayments) on notes and Convertible Debentures			647,445				(78,094	)			2,932,529
Net Borrowings From Related Parties											1,195,196
Contributed Capital											509,353
Increase (Decrease) in Notes from Affiliated party											1,000
(Increase) Decrease in Deferred Financing Costs			(65,000	)							(65,000	)
Net Cash Provided by (Used in) Financing Activities			1,480,633				328,730				8,228,853
Net Increase (Decrease) in Cash			75,421				25				75,752
Cash at Beginning of Period			331				306				0
Cash at End of Period		$	75,752			$	331			$	75,752
Supplemental Disclosure of Noncash investing and financing activities:
Stock Issued for Debt		$	405,300			$	89,992			$	1,701,353
Noncash Increase in Investment in Entest						$	41,735,443
The Accompanying Notes are an Integral Part of These Financial Statements

 

 

EXHIBITS:

 

31.1		CERTIFICATION BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT
32.1		CERTIFICATION BY CEO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT
31.2		CERTIFICATION BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT
32.2		CERTIFICATION BY CFO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT

 

 

 

SIGNATURES

 

 

  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

			Bio-Matrix Scientific Group, Inc.
		By:	/s/ David R. Koos
			Name: David R. Koos
			Title: President, Chairman, Chief Executive Officer
			Date: September 9, 2013

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on September 9 , 2013.

 

 

			Bio-Matrix Scientific Group, Inc.
		By:	/s/ David R. Koos
			Name: David R. Koos
			Title: President, Chairman, Chief Executive Officer, Acting Chief Financial Officer
			Date: September 9, 2013.