BIO-MATRIX SCIENTIFIC GROUP, INC. S-8 POS
As
filed with the Securities and Exchange Commission on September 29,
2006
Registration
No. 333-136390
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
BIO-MATRIX
SCIENTIFIC GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
33-0824714
|
(State
or other jurisdiction
of
incorporation or organization)
|
(I.R.S.
Employer
Identification
No.)
|
|
|
8885
Rehco Road, San Diego, California
|
92121
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
TASCO
HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION
PLAN
(Full
title of the plan)
David
R.
Koos
Chief
Executive Officer
8885
Rehco
Road, San Diego, California, 92121
(619)
398-3517 ext. 308
(Name
and
address and telephone of agent for service)
Copies
to:
CALCULATION
OF REGISTRATION FEE
Title
of securities
to
be registered
|
Amount
to be registered
|
Proposed
maximum
offering
price
per
share
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
|
Common
Stock, par value $0.001 per share
|
(1)
|
(1)
|
(1)
|
(1)
|
(1)
|
No
additional securities are being registered hereby 1,500,000 of the
shares
authorized under the Plan were registered on August 8, 2006 pursuant
to
the original Registration Statement No. 333-136390. A fee of$354.70
was
paid in connection with the original Registration
Statement.
|
EXPLANATORY
NOTE
This
Post
Effective Amendment to our registration statement on Form S-8, File No:
333-136390, includes a re-offer prospectus prepared in accordance with General
Instruction C of Form S-8 and Part I of Form S-3. The re-offer prospectus
relates to reefers and resales on a continuous or delayed basis in the future
of
up to an aggregate of 300,000 common shares that constitute “control securities”
that were issued to officers of Bio-Matrix Scientific Group, Inc. under the
TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
document(s) containing the information specified in Part I of Form S-8 (plan
information and registrant information) were sent or given to employees as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
“Securities Act”). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the “Commission”) either as part of this registration statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. Bio-Matrix Scientific Group, Inc. (the “Company”) shall maintain
a file of such documents in accordance with the provisions of Rule 428(a) (2)
of
the Securities Act. Upon request, the Company shall furnish to the Commission
or
its staff a copy of any or all of the documents included in the
file.
PROSPECTUS
300,000
Shares
Bio-Matrix
Scientific Group, Inc.
Common
Stock
_____________
The
selling stockholders identified in this prospectus will from time to time sell
the shares of our common stock offered by this prospectus. Please read “Selling
Stockholders.” The shares to be sold by the selling stockholders were or will be
acquired pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND
CONSULTANTS STOCK COMPENSATION PLAN.
The
sales
may occur in transactions on the over-the-counter bulletin board at prevailing
market prices, in negotiated transactions or through a combination of these
methods. The selling stockholders may offer the shares at fixed prices, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. We will not receive proceeds
from any of these sales. We are paying the expenses incurred in registering
the
shares, but all selling and other expenses incurred by the selling stockholders
will be borne by the selling stockholders.
The
shares
of common stock included in this prospectus are held by David R. Koos (our
Chief
Executive Officer,, President and Director) and Brian Pockett (our Chief
Operating Officer Vice President and Director) and in their possession such
shares of common stock constitute “control securities” as defined in General
Instruction C of Form S-8. This prospectus has been prepared for the purpose
of
registering the control securities under the Securities Act of 1933, as amended
(the “Securities Act”) to allow for future sales by the selling stockholders, on
a continuous or delayed basis, to the public without restriction. The selling
stockholders and any broker-dealer or agents involved in the sale or resale
of
the common stock may be deemed to be “underwriters” within the meaning of the
Securities Act. In addition, any commissions, discounts or concessions paid
to
any such broker-dealer or agent in connection with the sale or resale of the
shares may be deemed to be underwriting commissions or discounts under the
Securities Act. Please read “Plan of Distribution.”
Our
common
stock is quoted on the OTC Bulletin Board under the symbol BMSM. On September
21, 2006, the closing price of our common stock on the OTC Bulletin Board was
$1.90 per share.
Our
principal executive offices are located at 8885 Rehco Road, San Diego,
California, 92121, and our telephone number is 619)
398-3517
Unless
the
context requires otherwise, references in this prospectus to “Bio-Matrix
Scientific Group, Inc.,” the “Company” “we,” “us” or “our” refer to Bio-Matrix
Scientific Group, Inc. and its wholly owned subsidiary on a consolidated
basis.
Investing
in our common stock involves risk. Please read “Risk Factors” beginning on page
2.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
The
date
of this prospectus is September 29, 2006.
TABLE
OF CONTENTS
RISK
FACTORS
|
2
|
CAUTIONARY
STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
|
8
|
SUMMARY
|
8
|
USE
OF PROCEEDS
|
9
|
SELLING
STOCKHOLDERS
|
9
|
PLAN
OF DISTRIBUTION
|
10
|
LEGAL
MATTERS
|
12
|
EXPERTS
|
12
|
WHERE
YOU CAN FIND MORE INFORMATION
|
13
|
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
|
13
|
You
should rely only on the information contained in or incorporated by reference
in
this prospectus. We have not authorized anyone to provide you with different
information. If anyone provides you with different or inconsistent information,
you should not rely on it. The selling stockholders are offering to sell, and
seeking offers to buy, shares of our common stock only in jurisdictions where
offers and sales of our common stock are permitted. The information contained
in
this prospectus is accurate only as of the date of this prospectus, regardless
of the date of delivery of this prospectus or any sale of shares of our common
stock. The information contained in the documents incorporated by reference
in
this prospectus is accurate only as of the date of the document incorporated
by
reference. Neither the delivery of this prospectus nor any sale or offer to
sell
the shares made hereunder shall under any circumstances create any implication
that there has been no change in our affairs since the date hereof or that
the
information contained herein is correct as of any time subsequent to the date
hereof.
RISK
FACTORS
Investing
in our common stock involves risk. Before making an investment in our common
stock, you should carefully consider the following risks, as well as the other
information contained in this prospectus and the documents incorporated and
deemed to be incorporated in this prospectus. Any of the risk factors described
below could significantly and adversely affect our business, prospects,
financial condition and results of operations. As a result, the trading price
of
our common stock could decline and you may lose all or part of your investment.
The risks and uncertainties described below are not the only ones facing us.
Additional risks and uncertainties not presently known to us, or that we
currently deem immaterial, may also harm our business. All references to
“Subsidiary” shall mean Bio-Matrix Scientific Group, Inc., a Nevada corporation,
which is a wholly owned subsidiary of the Company.
1) The
market price of our common stock may fluctuate significantly.
The
market
price of our common shares may fluctuate significantly in response to factors,
some of which are beyond our control, such as:
·
|
the
announcement of new technologies by us or our
competitors;
|
|
|
·
|
developments
concerning new stem cell therapeutics;
|
|
|
·
|
quarterly
variations in our and our competitors’ results of
operations;
|
|
|
·
|
changes
in earnings estimates or recommendations by securities
analysts;
|
|
|
·
|
developments
in our industry; and
|
|
|
·
|
general
market conditions and other factors, including factors unrelated
to our
own operating performance.
|
|
|
·
|
Changing
regulatory exposure, laws, rules and regulations which may
change.
|
|
|
·
|
tax
incentives and other changes in the tax
code.
|
Further,
the stock market in general has recently experienced extreme price and volume
fluctuations. Continued market fluctuations could result in extreme volatility
in the price of our common shares, which could cause a decline in the value
of
our common shares. You should also be aware that price volatility might be
worse
if the trading volume of our common shares is low.
2) Because
our Subsidiary became public by means of a reverse Acquisition, we may not
be
able to attract the attention of major brokerage
firms.
Additional
risks may exist since we became public through a “reverse acquisition.” Security
analysts of major brokerage firms may not cover us since there is no incentive
to brokerage firms to recommend the purchase of our common stock. Unlike
companies that become a “public company” by way of filing a registration
statement to register shares of their common stock in a traditional public
offering, we have little if any public disclosure regarding our company and
our
business. As a result, the market may have only a limited interest in our
company and in our future prospects. No assurance can be given that brokerage
firms will want to conduct any secondary offerings on our behalf in the future
or that our common stock will generate any broad market interest in our company.
For these and other reasons, there may only be a limited and sporadic market
for
our common stock and if any market does develop, there is no guarantee that
any
such market will be sustained.
3) Trading
of our common stock is limited.
Trading
of
our common stock is currently conducted on the OTC Bulletin Board. Trading
in
our stock has historically been limited and sporadic with no continuous trading
market over any long or extended period of time. This has adversely effected
the
liquidity of our securities, not only in terms of the number of securities
that
can be bought and sold at a given price, but also through delays in the timing
of transactions and reduction in security analysts' and the media's coverage
of
us. This may result in lower prices for our common stock than might otherwise
be
obtained and could also result in a larger spread between the bid and asked
prices for our common stock. Further, since our common stock is traded only
on
the OTC Bulletin Board there will likely be only limited liquidity and investors
will not likely have the ability to purchase or sell our common stock in any
significant quantities. This too will sharply limit interest by individual
and
institutional investors.
4) Because
it is a “penny stock,” it will be more difficult for you to sell shares of our
common stock.
In
addition, our common stock is a “penny stock.” Broker-dealers who sell penny
stocks must provide purchasers of these stocks with a standardized
risk-disclosure document prepared by the SEC. This document provides information
about penny stocks and the nature and level of risks involved in investing
in
the penny-stock market.
In
the
absence of a security being quoted on NASDAQ, or the Company having $2,000,000
in net tangible assets, trading in the Common Stock is covered by Rule 3a51-1
promulgated under the Securities Exchange Act of 1934 for non-NASDAQ and
non-exchange listed securities. Under such rule, broker/dealers who recommend
such securities to persons other than established customers and accredited
investors (generally institutions with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or an annual income exceeding
$200,000 or $300,000 jointly with their spouse) must make a special written
suitability determination for the purchaser and receive the purchaser's written
agreement to a transaction prior to sale.
Securities
are also exempt from this rule if the market price is at least $5.00 per share,
or for warrants, if the warrants have an exercise price of at least $5.00 per
share. The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure related to the market for penny stocks and for trades
in
any stock defined as a penny stock. The Commission has recently adopted
regulations under such Act which define a penny stock to be any NASDAQ or
non-NASDAQ equity security that has a market price or exercise price of less
than $5.00 per share and allow for the enforcement against violators of the
proposed rules. In addition, unless exempt, the rules require the delivery,
prior to any transaction involving a penny stock, of a disclosure schedule
prepared by the Commission explaining important concepts involving the penny
stock market, the nature of such market, terms used in such market, the
broker/dealer's duties to the customer, a toll-free telephone number for
inquiries about the broker/dealer's disciplinary history, and the customer's
rights and remedies in case of fraud or abuse in the sale. Disclosure also
must
be made about commissions payable to both the broker/dealer and the registered
representative, current quotations for the securities, and if the broker/dealer
is the sole market-maker, the broker/dealer must disclose this fact and its
control over the market.
Finally,
monthly statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. While many NASDAQ stocks are covered by the proposed definition of
penny
stock, transactions in NASDAQ stock are exempt from all but the sole
market-maker provision for (i) issuers who have $2,000,000 in tangible assets
($5,000,000 if the issuer has not been in continuous operation for three years),
(ii) transactions in which the customer is an institutional accredited investor
and (iii) transactions that are not recommended by the broker/dealer. In
addition, transactions in a NASDAQ security directly with the NASDAQ
market-maker for such securities, are subject only to the sole market-maker
disclosure, and the disclosure with regard to commissions to be paid to the
broker/dealer and the registered representatives.
Finally,
all NASDAQ securities are exempt if NASDAQ raised its requirements for continued
listing so that any issuer with less then $2,000,000 in net tangible assets
or
stockholder's equity would be subject to delisting. These criteria are more
stringent than the proposed increased in NASDAQ's maintenance
requirements.
Since
a
broker must also give a purchaser, orally or in writing, bid and offer
quotations and information regarding broker and salesperson compensation, make
a
written determination that the penny stock is a suitable investment for the
purchaser, and obtain the purchaser’s written agreement to the purchase. The
penny stock rules may make it difficult for you to sell your shares of our
stock. Because of the rules, there is less trading in penny stocks. Also, many
brokers choose not to participate in penny-stock transactions. Accordingly,
you
may not always be able to resell shares of our common stock publicly at times
and prices that you feel are appropriate.
5) There
may be a significant number of shares of our common stock eligible for sale,
which could depress the market price of our stock.
Some
or
all of our shares may be offered from time to time in the open market pursuant
to Rule 144, and these sales may have a depressive effect on the market for
our
common stock. In general, a person who has held restricted shares for a period
of one year may, upon filing with the SEC a notification on Form 144, sell
into
the market common stock in an amount equal to the greater of 1 percent of the
outstanding shares or the average weekly number of shares sold in the last
four
weeks prior to such sale. Such sales may be repeated once each three months,
and
any of the restricted shares may be sold by a non-affiliate after they have
been
held two years.
Risks
Related to Our Business
6) We
currently have no revenues and will need to raise additional capital to operate
our business.
To
date,
we have not derived any revenues from cryogenic storage of stem cells or from
the development of medical devices used in live tissue transfer and stem cell
research. We have limited assets and we have generated capital to implement
our
business strategy from financing rounds that we have conducted prior to the
close of the Acquisition Agreement. We will likely need additional financing
which may not be available on favorable terms, if at all. However, changes
may
occur that would consume our existing capital prior to that time, including
the
progress of our research and development efforts, changes in governmental
regulation and acquisitions of additional product candidates. If we are unable
to raise additional funds in the future on acceptable terms, or at all, we
may
be unable to complete planned developments or obtain sufficient funds to
complete existing properties we have already begun to explore and drill. In
addition, we could be forced to discontinue development of our existing
properties, reduce or forego other properties and forego attractive business
opportunities. Any additional sources of financing will likely involve the
sale
of our equity securities, which will have a dilutive effect on our
stockholders.
7) Bio-Matrix
Scientific Group,
Inc. is not currently profitable and may never become
profitable.
We
have a
history of losses in Bio-Matrix Scientific Group, Inc. We may experience
substantial losses and negative operating cash flow for the foreseeable future,
and we may never achieve or maintain profitability as a public company. Even
if
we succeed in developing and commercializing one or more of our properties,
we
could incur substantial losses for the foreseeable future and may never become
profitable. We also expect to continue to incur significant operating and
capital expenditures and anticipate that our expenses will increase
substantially in the foreseeable future as we:
·
|
continue
to undertake development of our current and new
prospects;
|
|
|
·
|
seek
regulatory approvals for our prospects where required;
|
|
|
·
|
implement
additional internal systems and infrastructure; and
|
|
|
·
|
hire
additional personnel
|
We
also
expect to experience negative cash flow for the foreseeable future as we fund
our operating losses and capital expenditures. As a result, we will need to
generate significant revenues in order to achieve and maintain profitability.
We
may not be able to generate these revenues or achieve profitability in the
future. Our failure to achieve or maintain profitability could negatively impact
the value of our stock.
8) We
have a limited operating history upon which to base an investment decision.
Our
Subsidiary and sole operating entity is an early-stage company that was founded
on August 1, 2005. To date, we have not demonstrated an ability to perform
the
functions necessary for the successful commercialization of (A) cryogenic
storage of stem cells; and (B) the development of medical devices used in live
tissue transfer and stem cell research. The successful commercialization of
our
planned business will require us to perform a variety of functions, including:
·
|
continuing
to undertake development and testing;
|
|
|
·
|
participating
in regulatory approval processes where required;
|
|
|
·
|
formulating
new technologies for innovative approaches to meet technological
challenges; and
|
|
|
·
|
implementing
strategies that allow us to exploit commercial opportunities without
undue
risks and uncertainties as markets and product prices
change.
|
Our
operations have been limited to organizing and staffing our company, acquiring,
developing and securing our technology and undertaking, through third parties,
testing of our principal product candidates. These operations provide a limited
basis for you to assess our ability to commercialize our product candidates
and
the advisability of investing in our securities.
9) The
stem cell cryogenic storage industry and the live tissue transfer medical device
industry are very expensive, time-consuming and difficult to implement
successfully.
In
order
to achieve success, we must offer products and services in a highly competitive
market that we can acquire with limited resources. This is an expensive and
time
consuming process. Failure can occur at any stage of process, and we could
encounter problems that cause us to abandon or repeat the analysis if we are
either unable to complete the acquisition or the information proves the prospect
to be unworthy. The commencement and completion of such analysis and testing
may
be delayed by several factors, including:
·
|
unforeseen
safety and efficacy issues;
|
|
|
·
|
determination
of equipment and personnel issues;
|
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·
|
lack
of efficacy of a technology after thorough analysis;
|
|
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·
|
slower
than expected technology implementation;
|
|
|
·
|
competitive
conditions that change the perceived conditions for proposed product
and
service sales and the margins that may be available from said sales;
and
|
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|
·
|
inability
to compete the process by virtue of litigation or other possible
legal
interference with the company, the technology or the
revenue.
|
10) Our
development programs depend upon third-party specialists who are outside our
control.
We
depend
upon independent specialists, to conduct research and analysis of the
technology, efficacy, and overall review of our planned products and services.
These collaborators are not our employees and we cannot control the amount
or
timing of resources that they devote to our programs. These collaborators may
not assign as great a priority to our programs or pursue them as diligently
as
we would if we were undertaking such programs ourselves. If outside
collaborators fail to devote sufficient time and resources to our prospects,
or
if their performance is substandard, flawed or the results simply do not meet
expectations, our limited financial resources will be severely strained. These
collaborators may also have relationships with other commercial entities, some
of whom may compete with us who have significantly greater resources and likely
have longer relationships with our specialists. If our collaborators assist
our
competitors at our expense, our competitive position would be
harmed.
11) We
may not successfully manage our growth.
Our
success will depend upon the expansion of our operations and the effective
management of our growth, which will place a significant strain on our
management and on our administrative, operational and financial resources.
To
manage this growth, we must expand our facilities, augment our operational,
financial and management systems and hire and train additional qualified
personnel. If we are unable to manage our growth effectively, our business
would
be harmed.
12) We
may incur substantial liabilities and may be required to limit commercialization
of our products in response to liability lawsuits.
Stem
cell
and medical device products and their development are inherently risk
generating. The potential liabilities we could incur relate to technology and
the unknown effect of stem cell therapies and could be potentially fatal to
us
if we did not have sufficient insurance to cover the exposure in any case or
series of cases. If we cannot successfully defend ourselves against liability
claims, we may incur substantial liabilities or be required to limit our future
activities.
13) We
rely on key executive officers and technological advisors, and their knowledge
of our business and technical expertise would be difficult to replace.
We
are
highly dependent on our principal technologies, regulatory environment and
key
officers. We do not have “key person” life insurance policies for Dr. David R.
Koos or Brian Pockett or any of our other key employees. The loss of the
technical knowledge and management and industry expertise of any of our key
personnel could result in delays in product development, loss of customers
and
sales and diversion of management resources, which could adversely affect our
operating results. There can be no guarantee that we will ever obtain any “key
person” life insurance for any of our officers in the future.
14) If
we are unable to hire additional qualified personnel, our ability to grow our
business may be harmed.
We
will
need to hire additional qualified personnel with expertise in testing, research
and testing, government regulation, formulation and manufacturing and sales
and
marketing. We compete for qualified individuals with numerous biotechnology
companies, universities and other institutions. Competition for such individuals
is intense and we cannot be certain that our search for such personnel will
be
successful. Attracting and retaining qualified personnel will be critical to
our
success.
15) Lack
of Independent Evaluation of Business Plan
Neither
the Company no the Subsidiary has obtained any independent or third party
professional evaluation of its business plan and we do not anticipate obtaining
any independent evaluation of our business plan in the near future. As a result,
all of our plans and strategies will be entirely dependent upon the evaluation
of our existing management.
16) Limited
Financial Resources
We
are a
small early-stage company and we have limited financial resources. While we
believe that we have some significant growth opportunities, our ability to
grow
will likely be constrained by our limited financial resources.
17) Operating
Losses & Lack of Operating History
Bio-Matrix
Scientific Group, Inc., a Nevada corporation, our Subsidiary, has had a limited
operating history. Since our inception, we have incurred significant and
continuing operating losses. While we believe that our business plan, if
successfully implemented, may hold the promise of achieving profitability,
our
lack of a substantial operating history provides only a limited basis to
forecast anticipated revenues and expenses. As a result, we will likely incur
additional losses in the future. There is no assurance that our operations
will
be successful or that we will become profitable in the future.
18)
Uncertainties & Limited Revenues.
Bio-Matrix
Scientific Group, Inc., a Nevada corporation, our Subsidiary, has expended
substantial resources to develop and implement its business strategy. There
can
be no assurance, however, that we will not need to continue to make further
investments or that we will become successful in generating and sustaining
revenues with any profitability or positive cash flow in the near future.
19) Current
Financial Structure, Minimal Equity, Limited Working Capital & Need for
Additional Financing.
We
have
only limited Shareholder Equity and only limited working capital. While our
management believes that our new financial policies have been prudent, our
substantial reliance on these policies may impose significant financial risks
on
us to meet operating, development, and marketing goals. There can be no
assurance that we will be successful in continuing to meet its cash requirements
from existing operations, or in raising a sufficient amount of additional
capital or if we are successful, that we will be able to achieve our objectives
on reasonable terms in light of our current circumstances.
20)
Subordinate
to Existing and Future Debt and Preferred Stock.
All
of our
Common Stock is subordinate to the claims of our existing and future creditors
and any preferred stock that we may issue in the future. Since we have only
limited equity and limited liquidity, the Company may face significant cash
shortages from time to time and this creates financial risks that may directly
and adversely impact the value of our Common Stock.
21)
Concentration
& Lack of Diversification.
Our
business is primarily focused on the business and strategy of Bio-Matrix
Scientific Group, Inc., a Nevada corporation, our Subsidiary. While we believe
that our strategy is comprehensive and that the our plans hold a strong
potential for success, in the event that we are not able to attract additional
capital at a reasonable cost basis and otherwise successfully implement our
plans, any investor who acquires our Common Stock will lose all or substantially
all of their investment.
22) Control.
Approximately
74% of our outstanding common stock is held by BMXP Holdings, Inc.., a Delaware
corporation (the “Seller”) that sold to us Bio-Matrix Scientific Group, Inc., a
Nevada corporation (the “Subsidiary”). On this basis, the Seller, can
effectively control the Company and there is little opportunity for any other
existing stockholder to have any meaningful influence on the
Company.
23) Conflicts
of Interest.
Prior
to
our purchase of our Subsidiary, the Subsidiary was owned and controlled by
Bio-Matrix Scientific Group, Inc., a Delaware corporation, currently named
BMXP
Holdings Inc. (“BMXP”) and during this period, BMXP provided services, capital,
and management to our Subsidiary in various agreements and transactions.
Further, BMXP owns approximately 74% of our outstanding common stock and we
anticipate that we will likely have further agreements and transactions with
BMXP in the future. In the case of the agreements and transactions entered
into
before we acquired the Subsidiary and those agreements and transactions entered
into after the acquisition, a conflict of interest can be said to exist. This
is
particularly apparent as we resolve financial debts owing to BMXP and the
efforts that will be required to resolve them. A conflict of interests exists
whenever a party has an interest on both sides of a transaction. While we
believe that we have and will take prudent and appropriate steps to ensure
that
all agreements and transactions between us and BMXP are fair, reasonable, and
no
different than the terms that would be obtained in an arms-length transaction
with a third party, there can be no assurance that we will always be successful
in achieving this objective.
24)
Competition
We
face
intense competition from various domestic and international stem cell and
medical device manufacturers that are well-established in the marketplace.
Each
of these competitors will likely continue to maintain a strong position in
the
overall market. In addition, most of our competitors have substantially greater
financial and managerial resources than we currently have or may have in the
foreseeable future.
25) General
Risks of Investing in Early-Stage Business.
We
are an
early-stage company and while management believes that we can successfully
implement the business plan developed by Bio-Matrix Scientific Group, Inc.,
a
Nevada corporation (which has become our wholly-owned subsidiary), our plan
of
operation is subject to ever-changing technological, competitive, and regulatory
variables, uncertainties, technology trends, and other factors beyond the its
control. For these and other reasons, the purchase of our Common Shares should
only be made by persons who can afford to lose their entire investment.
CAUTIONARY
STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
THE
STATEMENTS CONTAINED IN THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED BY
REFERENCE THAT ARE NOT HISTORICAL FACTS ARE “FORWARD-LOOKING STATEMENTS (AS THAT
TERM IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995), THAT
CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS “BELIEVES,
“EXPECTS, “MAY,” “WILL,” “SHOULD,” OR “ANTICIPATES,” OR THE NEGATIVE OF THESE
WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS
OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION
THE READER THAT THESE FORWARD-LOOKING STATEMENTS INCLUDING, BUT NOT LIMITED
TO,
STATEMENTS REGARDING THE PLANNED EFFORTS TO IMPLEMENT THE COMPANY’S BUSINESS
PLAN, THE STATUS OF STEM CELL TECHNOLOGY, OUR PLANNED MEDICAL DEVICE PRODUCTS,
AND ANY OTHER EFFORTS THAT THE COMPANY INTENDS TO TAKE IN AN ATTEMPT TO GROW
THE
COMPANY, ENHANCE SALES, ATTRACT & RETAIN QUALIFIED PERSONNEL, AND OTHERWISE
EXPAND THE COMPANY’S BUSINESS ARE NOT HISTORICAL FACTS AND ARE ONLY PREDICTIONS.
NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT
THE
ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER
MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR
BECAUSE OF THE CONTINUING RISKS AND UNCERTAINTIES FACING THE COMPANY. SUCH
RISKS
INCLUDE, BUT ARE NOT LIMITED TO, THE FOLLOWING: BUSINESS (OR SYSTEMATIC) RISK
ASSOCIATED WITH AN EARLY STAGE COMPANY, UNSYSTEMATIC RISK, AND POLITICAL RISK.
FURTHER, BECAUSE OF THE SMALL SIZE OF THE COMPANY, THE COMPANY’S LIMITED
FINANCIAL AND MANAGERIAL RESOURCES AND THE CONTINUING COMPETITIVE PRESSURES
AND
UNCERTAINT REGULATORY ENVIRONMENT, ANY ONE OR MORE OF THESE AND OTHER RISKS
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS
INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING
STATEMENTS.
The
Company
History
The
Company was incorporated as on October 6, 1998 as Tasco International , Inc..
From ( the date of incorporation) of to October 19, 1999, the Company was in
the
business of marketing and selling hand-made jewelry and art objects on the
Internet. The Company conducted no operations past the development stage and
did
not generate any revenues in this business.
From
October 19, 1999 to July 3, 2006 the Company was in the business of provides
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 acquired 25,000 common shares of Bio-Matrix Scientific Group,
Inc. (“BMXG”), a Nevada corporation
in
exchange for the payment of the purchase price of 10,000,000 shares of the
common stock of the Company and the return by John Lauring, a former officer
and
director of the Company , of 10,000,000 common shares of the Company owned
and
held by him for cancellation.
From
July
3, 2006 to the date of this prospectus the Company has been, thorough BMXG,
engaged primarily in the cryogenic storage of stem cells and the development
of
medical devices used in live tissue transfer and stem cell research. On August
25, 2006 the Company amended its certificate of incorporation in order that
it
may change its name to Bio-Matrix Scientific Group, Inc.. from Tasco Holdings
International, Inc.
Business
Through
BMXG, the Company is currently constructing what it believes is a state-of-the
art, FDA good manufacturing practices (cGMP) and good tissue practices (cGTP)
compliant facility for the processing and cryo-storage (in liquid nitrogen)
of
adult stem cells. the Company anticipates that it will offer a similar service
to expectant parents by offering to store their newborn’s cord blood stem cells
as well. In undertaking these plans, the Company intends to offer such storage
services at its planned facility. The planned facility is located at 8885 Rehco
Road, San Diego, California 92121 and has approximately 15,000 square feet.
The
planned facility was acquired by BMXG under a five year lease on December 1,
2005 at a current cost of $18,931 per month (plus certain common area costs).
Under the terms of the lease, the lease term may be extended for an additional
five year lease term at the then prevailing market prices.
Through
BMXG, the Company has developed a line of medical devices consisting of
approximately 192 disposable instruments for use in the plastic surgery field
and stem cell research. The instruments are designed to be used to harvest
adult
stem cells from adipose (fat) tissue. the Company seeks to market and sell
these
instruments to plastic surgeons and to offer the patients of these plastic
surgeons an opportunity to store stem cells derived from adipose tissue for
future medical treatments.
BMXG
has
filed six provisional patent applications, one utility patent application and
one international patent application :
A.
Cannula
-
This provisional patent application was filed based on BMXG’s intellectual
property and designs relating to tubular instruments used in stem cell
harvesting and tissue transfers.
B.
Tissue
Transfer Cannula and Connectors - This provisional patent application was filed
based on BMXG’s intellectual property relating to tubular instrument connectors
used in conjunction with cannulae designed specifically for stem cell harvesting
and tissue transfer procedures. These tissue transfer connectors will allow
the
transfer of tissue from a 20cc to a 3cc or 6cc or 12cc syringe for harvesting
or
tissue transfer procedures.
C.
Syringe
Clip - This provisional patent application was filed based on BMXG’s
intellectual property relating to a locking device used with syringes which
are
connected to smaller size cannulae in stem cell harvesting and tissue transfer
procedures. This syringe clip is designed to hold and lock the plunger on the
Monoject 3cc, 6cc, 12cc, and 20cc syringes. By locking the plunger in place
it
protects the harvested cells until processing.
D.
Syringe
Clip - This provisional patent application was filed based on BMXG’s
intellectual property relating to a locking device used with syringes which
are
connected to larger sized cannulae in stem cell harvesting and tissue transfer
procedures. This syringe clip is designed to hold and lock the plunger on the
Monojet 60cc syringe by locking the plunger it protects the harvested cell
until
processing.
E.
Tissue
Transfer Cannula and Connectors - This provisional patent application was filed
based on BMXG’s intellectual property relating to the tubular instrumentation
system used in stem cell harvesting and tissue transfer procedures. This
transfer system is used to transfer human tissue from a 60cc syringe to a 35cc
or 20cc syringe for tissue transfer.
F.
Cannula
Handle and Storage System - This provisional patent application was filed back
on BMXG’s intellectual property relating to a locking device used with syringes
which are connected to cannulae in stem cell harvesting and tissue transfer
procedures. This cannula handle will reduce hand and arm fatigue. The handle
will allow a proper flow of tissue through the cannula using an aspirator or
a
pull syringe.
G.
Tissue
Transfer Cannula and Connectors - This utility patent application was filed
based on BMXG’s previously filed provisional patent application relating to the
aforementioned intellectual property pertaining to tubular instruments locking
device used with syringes which are connected to cannulae in stem cell
harvesting and tissue transfer procedures.
H.
Tissue
Transfer Cannula and Connectors - This international utility patent application
was filed in conjunction with the utility patent application mentioned in Item
G.
USE
OF PROCEEDS
The
shares
of common stock offered by this prospectus are being registered for the account
of the selling stockholders identified in this prospectus under the caption
“Selling Stockholders.” We will not receive any proceeds from the sale of the
shares of common stock by the Selling Stockholders.
SELLING
STOCKHOLDERS
This
prospectus relates to offers and sales by the selling stockholders of shares
of
common stock acquired under the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
AND CONSULTANTS STOCK COMPENSATION PLAN. As noted in the table below, our
selling stockholders are our executive officers and directors.
As
the
selling stockholders may sell all or some part of the common stock that they
hold under this prospectus and this offering is not being underwritten on a
firm
commitment basis, we are unable to estimate the amount of common stock that
will
be held by the selling stockholders upon termination of this offering. Our
common stock offered by this prospectus may be offered from time to time, in
whole or in part, by the persons named below or by their transferees, as to
whom
applicable information will, to the extent required, be set forth in a
prospectus supplement. There can be no assurance that the selling stockholders
will offer or sell any of their shares registered in this offering.
The
following table sets forth information as of September 21, 2006 regarding the
beneficial ownership of our common stock by the selling stockholders prior
to
this offering, the shares of our common stock to be offered by the selling
stockholders in this offering and the beneficial ownership of our common stock
by the selling stockholders after this offering. As of September 12, 2006 there
were 13,685,000 shares of our common stock outstanding.
Except
under applicable community property laws or as otherwise indicated in the
footnotes to the table below, the persons named in the table has sole voting
and
investment power with respect to all shares beneficially owned. Unless otherwise
noted, the address of the selling stockholders is :
c/o
Bio-Matrix Scientific Group, Inc.
8885
Rehco
Road, San Diego, California, 92121
|
|
Shares
Beneficially Owned
Prior
to the Offering (1)
|
|
|
|
Shares
Beneficially Owned
After
the Offering (1)
|
|
Name
of Selling Stockholders
|
|
Number
of
Shares
Beneficially
Owned
|
|
Percent
of
Class
|
|
Shares
of
Common
Stock
to
be Offered
|
|
Number
of
Shares
of
Common
Stock
|
|
Percent
of
Class
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
R. Koos
Chief
Executive Officer, President, Acting Chief Financial Officer and
Director
Financial
Officer and Director
|
|
|
10,150,000
|
|
|
74%
|
|
|
150,000
|
|
|
10,000,000
|
|
|
74%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian
Pockett
Chief
Operating Officer, Vice President and Director
|
|
|
10,150,000
|
|
|
74%
|
|
|
150,000
|
|
|
10,000,000
|
|
|
74%
|
|
(1)
Includes 10,000,000 Common Shares owned by BMXP Holdings, Inc. David R. Koos
is
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 is 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.
PLAN
OF DISTRIBUTION
We
are
registering the common stock covered by this prospectus for the Selling
Stockholders listed in the table set forth under the caption “Selling
Stockholders.” As used in this prospectus, the term “Selling Stockholders”
includes the Selling Stockholders named in the table above and any of their
permitted donees, pledges, transferees, successors-in-interest or others who
may
later hold such selling stockholder's interests in the shares of our common
stock covered by this prospectus and are entitled to resell the shares using
this prospectus. Registration of the Selling Stockholders' shares of our common
stock does not necessarily mean that the Selling Stockholders will offer or
sell
any of their shares. We will not receive any proceeds from the offering or
sale
of the Selling Stockholders' shares.
The
shares
of common stock registered pursuant to this registration statement and offered
from time to time by the Selling Stockholders have been issued to the Selling
Stockholders under the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND
CONSULTANTS STOCK COMPENSATION PLAN.
.
The
Selling Stockholders may sell the common stock being offered by this prospectus
in one or more of the following ways at various times, which may include block
transactions or crosses:
·
|
to
underwriters for resale to the public or to institutional
investors;
|
·
|
In
privately negotiated transactions
|
·
|
through
brokers, dealers or agents to the public or to institutional
investors.
|
The
Selling Stockholders will act independently of us in making decisions with
respect to the timing, manner and size of each sale. We have advised the Selling
Stockholders that the anti-manipulative rules of Regulation M under the
Securities Exchange Act of 1934, as amended, may apply to sales in the market
and have informed them of the possible need for delivery of copies of this
prospectus. The Selling Stockholders may sell the common stock on the OTC
Bulletin Board or any other exchange or automated quotation system on which
our
common stock may be listed in the future, in negotiated transactions or through
a combination of these methods. Those sales may be made at fixed prices, at
market prices prevailing at the time of sale, at prices related to such
prevailing
market prices or at negotiated prices. If underwriters are used in the sale,
the
common stock will be acquired by the underwriters for their own account and
may
be resold at various times in one or more transactions, including negotiated
transactions, at a fixed public offering price or prices, which may be changed,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. We are paying the expenses
incurred in registering the shares, but all selling and other expenses incurred
by the Selling Stockholders will be borne by the Selling Stockholders. A
distribution of the common stock by the Selling Stockholders may also be
effected through the issuance by the Selling Stockholders or others of
derivative securities, including warrants, exchangeable securities, forward
delivery contracts and the writing of put or call options, or a combination
of
any of those derivative securities.
In
addition, the Selling Stockholders may sell some or all of the shares of common
stock covered by this prospectus through:
·
|
block
trades in which a broker-dealer will attempt to sell as agent, but
may
position or resell a portion of the block, as principal, in order
to
facilitate the transaction;
|
·
|
purchases
by a broker-dealer, as principal, and resale by the broker-dealer
for its
account;
|
·
|
ordinary
brokerage transactions and transactions in which a broker solicits
purchasers; or
|
·
|
privately
negotiated transactions.
|
When
selling the common stock, the Selling Stockholders may enter into hedging
transactions with broker-dealers or other
financial
institutions. For example, the Selling Stockholders may:
·
|
enter
into options or other types of transactions that require the Selling
Stockholders to deliver common stock to a broker-dealer or other
financial
institution, who will then resell or transfer the common stock under
this
prospectus (as supplemented or amended to reflect the transaction);
or
|
·
|
loan
or pledge the common stock to a broker-dealer or other financial
institution, who may sell the loaned shares or, in the event of default,
sell the pledged shares.
|
Broker-dealers
engaged in connection with the sale of shares of common stock covered by this
prospectus may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders or purchasers of the shares for whom
those broker-dealers may act as agents or to whom they sell as principal, or
both. The compensation of a particular broker-dealer may be less than or in
excess of customary commissions. Broker-dealers engaged by the Selling
Stockholders may allow other broker-dealers to participate in resales. The
Selling Stockholders and any broker-dealers or agents involved in the sale
or
resale of the common stock may be deemed to be “underwriters” within the meaning
of the Section 2(a)(11) of the Securities Act. In addition, the commissions,
discounts or concessions paid to any such broker-dealers or agents in connection
with the sale or resale of the shares may be deemed to be underwriting
commissions or discounts under the Securities Act.
In
addition to selling shares of common stock under this prospectus, the Selling
Stockholders may:
·
|
transfer
shares of common stock in other ways not involving market makers
or
established trading markets, including directly by gift, distribution,
or
other transfer;
|
·
|
sell
shares of common stock pursuant to Rule 144 under the Securities
Act
rather than under this prospectus, if the transaction meets the
requirements of Rule 144; or
|
·
|
sell
shares of common stock by any other legally available
means.
|
We
are not
aware of any agreements, arrangements or understandings between the Selling
Stockholders and any brokers, dealers, agents or underwriters regarding the
sale
of shares of common stock by the Selling Stockholders.
Upon
our
being notified by the Selling Stockholders that any material arrangement has
been entered into with an underwriter, broker-dealer or agent for the sale
of
shares through a block trade, special offering, exchange distribution or
secondary distribution, we will file a supplement to this prospectus, if one
is
required, under Rule 424(b) under the Securities Act. That supplement, if
required, will disclose to the extent applicable:
·
|
the
name of the Selling Stockholders and of any participating underwriter,
broker-dealer or agent;
|
·
|
the
number of shares involved;
|
·
|
the
price at which those shares were
sold;
|
·
|
the
commissions paid or discounts or concessions allowed;
and
|
·
|
other
facts material to the transaction.
|
LEGAL
MATTERS
Joseph
A
Pittera has passed upon the validity of the common stock offered by this
prospectus.
Our
financial consolidated statements as of September 30, 2005 and 2004 incorporated
by reference from our Form 10-KSB filed with the SEC for the year ended
September 30, 2005 have been audited by Armando C Ibarra ., Independent
Registered Public Accounting Firm, as set forth in their report accompanying
the
consolidated financial statements and are included herein in reliance upon
the
report.
The
financial statements of our wholly owned subsidiary, Bio-Matrix Scientific
Group, Inc. (a Nevada corporation) for the twelve months ended December 31,
2005
incorporated by reference from our 8-K dated July 7, 2006 filed with the SEC
have been audited by Armando C Ibarra ., Independent Registered Public
Accounting Firm, as set forth in their report accompanying the consolidated
financial statements and are included herein in reliance upon the
report.
INFORMATION
INCORPORATED BY REFERENCE
The
following documents and information previously filed by us with the Commission
are incorporated by reference in this prospectus:
(a) |
The
Registrant’s Annual Report on Form 10-KSB for the year ended, September
30, 2005,
|
(b) |
All
other reports filed by the Registrant pursuant to Section 13(a) or
15(d)
of the Exchange Act since the end of the fiscal year covered by the
registrant document referred to in (a)
above.
|
(c) |
The
description of the Registrant's common stock contained in the Registrant’s
Form 10SB/A dated September 19,2001
|
(d) |
In
addition, all documents subsequently filed by the Registrant pursuant
to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing
of
such documents.
|
All
documents filed by us with the Commission pursuant to Sections 13(a), 13(c),
14
or 15(d) of the Exchange Act subsequent to the date of this prospectus and
prior
to the termination of the offering relating to this prospectus shall be deemed
to be incorporated by reference in this prospectus and to be a part of this
prospectus from the date such documents are filed.
Any
statement contained in this prospectus or in a document incorporated or deemed
to be incorporated in this prospectus by reference shall be deemed to be
modified or superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference in this prospectus
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.
Documents
incorporated by reference in this prospectus are available from us without
charge, excluding any exhibits to those documents, unless the exhibit is
specifically incorporated by reference in those documents. You may request
a
copy of documents incorporated by reference in this prospectus by contacting
us
in writing or by telephone at our principal executive offices:
WHERE
YOU CAN FIND MORE INFORMATION
We
have
filed with the Commission a registration statement on Form S-8, of which this
prospectus is a part, under the Securities Act with respect to the shares of
common stock offered by this prospectus. The prospectus does not contain all
of
the information included in the registration statement or in the exhibits to
the
registration statement. Statements contained in this prospectus concerning
the
provisions of any document are not necessarily complete. You should refer to
the
copies of these documents filed as exhibits to the registration statement or
otherwise filed by us with the Commission for a more complete understanding
of
the matter involved. Each statement concerning these documents is qualified
in
its entirety by that reference.
We
are
also subject to the informational requirements of the Exchange Act. In
accordance with the Exchange Act, we file periodic reports, proxy and
information statements and other information with the Commission. The
registration statement on Form S-8, of which this prospectus is a part,
including the attached exhibits and schedules thereto, and any other information
that we may file with the Commission may be inspected and copied at the public
reference room maintained by the Commission located at 100 F Street, N.E.,
Room
1580, Washington, D.C. 20549. You may call the Commission at 1-800-SEC-0330
to
obtain further information on the operation of the public reference room. The
Commission maintains an Internet site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. In addition, copies of the registration
statement, including the exhibits and schedules, and the periodic reports,
proxy
and information statements and other information that we file with the
Commission may be obtained from the Commission's Internet site at
http://www.sec.gov.
DISCLOSURE
OF COMMISSION POSITION ON
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar
as
indemnification for liabilities arising under the Securities Act of 1933 may
be
permitted to any of our directors, officers and controlling, we have been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In
the event that a claim for indemnification against such liabilities (other
than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and
will be governed by the final adjudication of such issue.
PROSPECTUS
300,000
Shares
Bio-Matrix
Scientific Group, Inc.
Common
Stock
September
29, 2006
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation of Documents by Reference
The
following documents filed with the Securities and Exchange Commission (the
“SEC”) by the Company are incorporated by reference in this Registration
Statement:
a) |
The
Registrant’s Annual Report on Form 10-KSB for the year ended, September
30,2005.
|
b) |
All
other reports filed by the Registrant pursuant to Section 13(a) or
15(d)
of the Exchange Act since the end of the fiscal year covered by the
registrant document referred to in (a)
above.
|
c) |
The
description of the Registrant's common stock contained in the Registrant’s
Form 10SB/A dated September
19,2001.
|
d) |
In
addition, all documents subsequently filed by the
Registrant
|
pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be
deemed to be incorporated by reference into this Registration Statement and
to
be a part hereof from the date of filing of such documents.
The
class
of securities to be offered is Common Stock.
Item
4.
Description of Securities.
Not
applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item
5.
Interests of Named Experts and Counsel.
Not
Applicable.
Item
6.
Indemnification of Directors and Officers
Under
Section 145 of the Delaware General Corporation Law (the “DGCL”), a corporation
may indemnify a director, officer, employee, or agent of the corporation (or
other entity if such person is serving in such capacity at the corporation’s
request) against expenses (including attorneys’ fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by the person in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), if the person acted in good faith and
in
a manner the person reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person’s conduct was
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee, or agent of the
corporation (or other entity if such person is serving in such capacity at
the
corporation’s request) against expenses (including attorneys’ fees) actually and
reasonably incurred by the person if the person acted in good faith and in
a
manner the person reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made
in
respect of any claim, issue, or matter as to which such person shall have been
adjudged to be liable to the corporation unless a court determines that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses as the court shall deem proper. Expenses (including attorneys’ fees)
incurred by an officer or director in defending any civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified
by
the corporation.
Item
7.
Exemption from Registration Claimed.
Not
applicable.
Item
8.
Exhibits
5.1+
|
Opinion
of Joseph Pittera
incorporated
by reference to Exhibit 5.1 to the Registrant's Registration
Statement on Form S-8 (File No. 333-136390)
|
23.1+
|
Consent
of Armando C Ibarra, CPA
incorporated
by reference to Exhibit 23.1 to the Registrant's Registration
Statement on Form S-8 (File No. 333-136390)
|
23.2+
|
Consent
of Joseph Pittera is
incorporated
by reference to Exhibit 5.1 to the Registrant's Registration
Statement on Form S-8 (File No. 333-136390)
|
23.3+
|
Consent
of Armando C Ibarra, CPA
incorporated
by reference to Exhibit 23.3 to the Registrant's Registration
Statement on Form S-8 (File No. 333-136390)
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23.4
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Consent
of Armando C Ibarra, CPA
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99.1+
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2006
EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN
incorporated
by reference to Exhibit 99.1 to the Registrant's Registration
Statement on Form S-8 (File
No. 333-136390)
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+
Incorporated by Reference
Item
9.
Undertakings
The
undersigned Registrant hereby undertakes:
The
undersigned Registrant hereby undertakes:
(a)
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by section 10(a) (3) of the Securities Act
of
1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective Registration Statement;
(iii)
To include any material information with respect to the plan of distribution
not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;
Provided,
however,
that
paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the Registration
Statement is on Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed
with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by
reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act
of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona
fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall
be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be
the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act, as amended, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Post Effective Amendment to
such
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, California, on September 29,
2006.
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BIO-MATRIX
SCIENTIFIC GROUP, INC.
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By:
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/s/
David R Koos |
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David
R Koos
Chief
Executive Officer, Acting Chief
Financial
Officer and Director (Principal
Executive
Officer and Acting Principal
Accounting
and Financial Officer)
Date:
September 29, 2006
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By:
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/s/
David R. Koos
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David
R. Koos
Chairman
& Director
Date:
September 29, 2006
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By:
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/s/
Brian Pockett |
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Brian
Pockett
Director
Date:
September 29, 2006
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