Edgar Filing: Bio-Matrix Scientific Group, Inc.

a5465931.htm

As filed with the Securities and Exchange Commission on August 7, 2007 Registration No. __________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

BIO-MATRIX SCIENTIFIC GROUP, INC.

(Name of small business issuer in its charter)

8885 Rehco Road

San Diego, CA 92121

619-398-3517 ext. 308

(Name, address and telephone number of Registrant)

DELAWARE		3841		33-0824714
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

David Koos

Bio-Matrix Scientific Group, Inc.

8885 Rehco Road

San Diego, CA 92121

619-398-3517 ext. 308

With a copy to

William M. Aul, Esq.

Law Offices of William M. Aul

7676 Hazard Center Drive, Suite 500

San Diego, California 92108

(619-497-2555)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of proposed sale to the public: As soon as practicable after this Registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title Of Each

Class Of Securities

To Be Registered

Amount To Be

Registered⁽¹⁾

Proposed

Maximum

Offering Price

Per Share⁽²⁾

Proposed

Maximum

Aggregate

Offering Price^{(3)
(4)}

Amount Of

Registration Fee

Common stock

17,195,263

⁽¹⁾

.415

7,136,034

219.08

Total

17,195,263

7,136,034

219.08

(1) Of the shares of common stock being registered hereby, 11,212,384 of the shares included herein are being distributed to the beneficiaries of the BMXP Holdings, Inc. and Shareholders Business Trust (“BMXP Trust”), a Nevada business trust, 5,982,879 of the shares included herein will be sold by Selling Shareholders.

(2) The offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933. For the purposes of this table, we have used the average of the closing bid and asked prices as of July 16, 2007. No assurance can be given that the shares offered hereby may be sold at this, or any, price.

(3) The beneficiaries of the BMXP Trust will not be charged or assessed for Bio Matrix Scientific Group, Inc. Common Stock, and Bio Matrix Scientific Group, Inc. will receive no consideration for the distribution of the foregoing shares in the spin-off. Bio Matrix Scientific Group, Inc. will not receive any of the proceeds from the sale of common stock by the Selling Shareholders.

(4) Estimated in accordance with Rule 457(c) solely for the purpose of calculating registration fee.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL OUR SHARES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL OUR SHARES, AND IT IS NOT SOLICITING AN OFFER TO BUY OUR SHARES IN ANY STATE WHERE THE OFFER OR SALE IS NOT

THIS PAGE WAS INTENTIONALLY LEFT BLANK

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED

Bio-Matrix Scientific Group, Inc.

17,195,263 SHARES OF COMMON STOCK

$____ per share

This prospectus relates to the sale of an aggregate of 17,195,263 shares of the common stock of Bio-Matrix Scientific Group, Inc. by certain selling shareholders. We will not receive any proceeds from the sale of the shares by any of the selling shareholders and we will pay all costs for the registration of these shares.

Of the 17,195,263 shares, 11,212,384 shares are being sold by BMXP Holdings, Inc. Shareholders Business Trust (the “BMXP Trust”) and another 5,982,879 shares are being sold by 22 other selling shareholders.

Our common stock currently trades on the Over the Counter Bulletin Board under the symbol “BMSN.”

On August 6, 2007, the last reported sale price for our common stock on the OTC Bulletin Board was $.45 per share.

A copy of this prospectus is being mailed to each beneficiary of the BMXP Trust together with a certificate representing the number of Shares to which each beneficiary is entitled. No underwriter or person has been or will be engaged in connection with the sale of the shares.

Investing in our Common Stock involves significant risks. See “Risk Factors” on page 9 for a description of certain factors that you should carefully consider before purchasing the shares offered by this prospectus. 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 _____________.

TABLE OF CONTENTS

SUMMARY INFORMATION	3
RISK FACTORS	6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	11
USE OF PROCEEDS	11
PLAN OF OPERATION	12
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	14
DESCRIPTION OF BUSINESS	15
GOVERNMENT REGULATION	19
COMPETITION	20
DESCRIPTION OF PROPERTY	21
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	21
EXECUTIVE COMPENSATION	23
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	23
DESCRIPTION OF SECURITIES	25
SELLING SHAREHOLDERS	26
PLAN OF DISTRIBUTION	27
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	28
LEGAL MATTERS	28
EXPERTS	28
INTEREST OF NAMED EXPERTS AND COUNSEL	29
WHERE YOU CAN FIND MORE INFORMATION	29
INDEX TO FINANCIAL STATEMENTS	F1

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document. However, in the event of a material change, this prospectus will be amended or supplemented accordingly.

Unless the context indicates otherwise, all references in this prospectus to “we,” “us,” and “our” and “BMSN” refer to Bio-Matrix Scientific Group, Inc.

SUMMARY INFORMATION

The following summary is qualified in its entirety by the more detailed information, financial statements and other data appearing elsewhere in this Prospectus. At various places in this Prospectus, we may make reference to ”BMSN,” the "company," "us" or "we." When we use those terms, unless the context otherwise requires, we mean Bio-Matrix Scientific Group, Inc. and its subsidiaries.

About Bio-Matrix Scientific Group, Inc.

We are a development stage company and we do not have any revenues or any history of generating significant revenues.

We were incorporated as Tasco International, Inc. in Delaware on October 6, 1998. From October 6, 1998 to June 3, 2006 our activities were limited to capital formation, organization, and development of our 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 we abandoned its efforts in the field of digital media production when we acquired 100% of the share capital of Bio-Matrix Scientific Group, Inc. (“BMSG”), a Nevada corporation, from BMXP Holdings, Inc., a Delaware corporation for the sum of 10,000,000 shares of our common stock. On August 1, 2006, We announced the company was changing its name to Bio-Matrix Scientific Group Inc., in keeping with the company’s current business model. We subsequently amended our Articles of Incorporation to change our name to 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.

If we are to gain the ability to undertake operations, we will need to secure a license from the State of California and achieve registration with the U.S. Food and Drug Administration. This will require that our facility be inspected by the California Department of Public Health, Laboratory Field Services and that a favorable inspection report be issued As of the date of this prospectus, we have completed our application for our State of California Blood Banks and Biologics License and are awaiting an inspection of our facilities by a representative from the State of California Department of Public Health, Laboratory Field Services.. In the event that we receive a satisfactory inspection of our facility, we anticipate that we would then receive a State of California Blood Banks and Biologics License (the “State License”). We are not able to predict, with any precision, the date and time frame for the inspection or whether we will be successful in obtaining the State License.

If we receive the State License, then we intend to register with the U.S. Food and Drug Administration. Under current rules, we will need to have the State License before we can file an application for registration with the FDA. If we can raise the additional capital that will allow us to implement our business plan, we believe that we may be successful in obtaining the State License and that we may obtain registration with the FDA. However, we cannot assure that we will be successful in achieving these objectives or, if we do achieve them, that we can achieve them in a time frame that is reasonable in light of our circumstances.

The Offering

A total of 17,195,263 shares of our Common Stock are being distributed by selling shareholders. Of the 17,195,263 shares, 11,212,384 shares are being sold by BMXP Holdings Shareholders Business Trust (the “BMXP Trust”) and another 5,982,879 shares are being sold by 22 other selling shareholders.

However, under Section 16(a) of the Securities Exchange Act of 1934, Mr. David Koos and Brian Pockett and certain persons (who own 10% or more owner of our common stock) are required to file electronically an initial statement of the shares of our stock that they own. The Form 3 that they file will be filed with the U.S. Securities and Exchange Commission (SEC) at the time that we file our planned Form 8-A with the Commission (we plan to file the Form 8-A on the date at which the Registration Statement to which this Prospectus is a part, becomes effective). The Form 3 is entitled “Initial Statement of Beneficial Ownership of Securities” will be found at the SEC’s web site at www.sec.gov.

Thereafter, if any of these persons purchase or sell any of our shares, they will be required to file a Form 4 electronically with the SEC on or before the end of the second day on which they acquire or sell our shares. The Form 4 can also be found at the SEC’s web site. The Form 4 is entitled “Statement of Changes in Beneficial Ownership of Securities” and this Form will show the date and amount of our shares that were purchased by any of these persons.

And, under Section 16(b) of the Securities Exchange Act of 1934, if any of these persons purchase and sell any of our shares (whether purchased from the Company through this offering or previously or in the open market and later sell shares (or sell and later purchase), each of these persons may if such transactions are undertaken within less than 180 days, become liable for civil liabilities under Section 16(b) and the disgorgement of any difference between the price at which they purchased they purchased the shares and the price at which the shares were sold.

Further, if any of these persons purchase the shares registered in this offering they will also be subject to certain limitations on the amount of that they can re-sell in any 90-day period under Rule 144(e) of the Securities Act of 1933.

Finally, in the case of selling stockholders, Rules 101 and 102 of Regulation M of the Securities Exchange Act of 1934 generally prohibits our selling stockholders from purchasing, bidding, or inducing any person to purchase or bid for our shares during this offering. Rule 104 of Regulation M further generally prohibits our selling stockholders from undertaking actions to stabilize the market price of our common stock and this serves to limit their participation in any trading market. Regulation M further prohibits our selling stockholders from undertaking any market-making activities with respect to our shares for a period of five business days prior to commencement of this offering and continuing thereafter until the date at which the selling stockholder has sold all of its shares in this offering.

Beneficiaries and Selling Shareholders

Beneficiaries

On July 3, 2006 BMXP Holdings, Inc. (“BMXP”) acquired 10,000,000 shares of our stock as consideration for the purchase of its wholly owned subsidiary, BMSG.

On October 11, 2006, we entered into an agreement with BMXP which was at the time our largest shareholder. Under the agreement, we agreed to issue an additional 1,462,570 of our common shares to BMXP in full satisfaction of the amount then owing of $1,191,619 plus any accrued and unpaid interest, owed to BMXP by us.

This agreement also obligated us to register at the demand of BXPH 11,462,570 of our common shares owned by BMXP in order that those common shares 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). This right may also be exercised by any entity to whom BMXP has transferred ownership of the common shares in trust for the BMXP Record Shareholders.

On May 23, 2007 BMXP transferred ownership of its 11,462,570 of our common shares to the BMXP Trust for benefit of BMXP shareholders of record as of May 23, 2007.

We have included 11,212,384 of our common shares owned by the BMXP Trust in the registration statement of which this prospectus forms a part in response to a demand by the BMXP Trust in order that 11,212,384 shares may be distributed to the beneficiaries on a pro rata basis.

Selling Shareholders

Also included in the registration statement of which this prospectus forms a part are 5,982,879 of our common shares being registered on behalf of 22 selling shareholders. The names of these 22 selling stockholders and the number of shares that each is selling is listed in the section entitled “Selling Shareholders”

Our Address and Telephone

Our office address is at 8885 Rehco Road San Diego CA. Our telephone number is 619/398-3517 and our fax number is 619/330-2328, respectively.

SUMMARY FINANCIAL DATA

The following selected financial data should be read in conjunction with the Financial Statements, including the related notes, and Management’s Discussion and Analysis or Plan of Operations contained in this Prospectus.

Balance Sheet Data

	As of March 31, 2007 (unaudited)	As of September 30, 2006	As of September 30, 2005
Total Current Assets	$174,432	$42,848	$0
Total Assets	$564,895	$412,532	$0
Total Current Liabilities	$353,310	$1,453,055	$1,743
Total Liabilities	$353,310	$1,453,055	$1,743
Shareholder's Deficit	$32,399,250	$ 31,417,446	34,916

Operating Information

	For the six months ended March 31, 2007 (unaudited)	For the six months ended March 31, 2006 (unaudited)	For the twelve months ended September 30, 2006	For the twelve months ended September 30, 2005
Revenues	$0	$0	$0	$0
Total Operating Expenses	$965,683	$1,883	$31,386,619	$6,667
Net Loss per common share	$0.06	$0.00	$2.45	$0
Weighted Average number of shares outstanding	16,102,133	12,780,000	12,820,493	12,780,000

The Offering

Securities Being Offered	17,195,263 shares of our common stock by selling shareholders.
Securities Issued	23,151,396 shares of our common stock are issued and outstanding as of the date of this Prospectus. All of the 17,195,263 shares of common stock to be sold under this Prospectus will be sold by selling shareholders.
Risk Factors	Prospective Investors should carefully evaluate the following matters, including those under the heading “Risk Factors”.

Common stock offered by Bio-Matrix Scientific Group, Inc.	0 Shares
Common stock offered by the selling stockholders	17,195,263 Shares
Common stock outstanding before the offering	23,151,396 Shares
Common Stock outstanding after the offering	23,151,396 Shares

Use of Proceeds

We will not receive any proceeds from the sale of the common stock by any of the Selling Shareholders.

RISK FACTORS

THE COMMON SHARES OFFERED ARE HIGHLY SPECULATIVE IN NATURE, INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER, ALONG WITH OTHER MATTERS REFERRED TO HEREIN, THE FOLLOWING RISK FACTORS IN EVALUATING US AND OUR BUSINESS BEFORE PURCHASING ANY COMMON SHARES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED. AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH IN THE FOLLOWING RISK FACTORS AND ELSEWHERE IN THIS PROSPECTUS. PLEASE NOTE THAT THROUGHOUT THIS PROSPECTUS, THE WORDS “WE”, “OUR” OR “US” REFER TO BIO MATRIX SCIENTIFIC GROUP, INC., AND NOT THE BENEFICIARIES OR SELLING SHAREHOLDERS. ALL REFERENCES TO “SUBSIDIARY” SHALL MEAN BIO-MATRIX SCIENTIFIC GROUP, INC., A NEVADA CORPORATION, WHICH IS A WHOLLY OWNED SUBSIDIARY OF THE COMPANY AND OUR SOLE OPERATING ENTITY.

RISKS RELATED TO THIS OFFERING:

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.

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.

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 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 , you will have only limited liquidity and you will not likely have the ability to purchase or sell our common stock in any significant quantities. This too will sharply limit interest by any potential individual and institutional investors and we do not anticipate that the trading market for our stock will improve at any time in the foreseeable future. Further, given the lack of liquidity, you may find it impossible to use our stock as collateral for any loan or other advance of funds.

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 require 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.

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 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.

The Beneficiaries and Selling Shareholders are offering 17,195,263 shares of our common stock through this Prospectus and the sale of these shares could cause the price of our common stock to decline.

As trading in our stock has historically been limited and sporadic, shares of our common stock shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall. The outstanding shares of common stock covered by this Prospectus represent approximately 73.64% of the common shares outstanding as of the date of this Prospectus. The offering and sale of these shares may have a very severe and depressive effect on the trading market for our common stock for a protracted period of time.

We have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the Board of Directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

We are controlled, and in all likelihood will continue to be controlled, by current management which will restrict the ability of minority stockholders to influence our activities.

Mr. David Koos, our Chairman, Chief Executive Officer, Acting Chief Financial Officer and Corporate Secretary and Mr. Brian Pockett, Our Chief Operations Officer, Vice President and Director collectively beneficially own Common Shares, representing 8.28% (or 28.28% if BMXP Trust is included) of our shares outstanding as of July 30, 2007

RISKS RELATED TO OUR BUSINESS:

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 outside financing. 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 our plans . In addition, we could be forced to discontinue certain operations or limit our marketing plans and forego attractive business opportunities. Any additional sources of financing will likely involve the sale of our equity securities, which will likely have a significant dilutive effect on our stockholders.

We have a limited operating history, which limits the information available to you to evaluate our business

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.

We can not assure you that we will be successful in achieving any of our goals to commercialize our planned products or if we do achieve these objectives, that we can do so while also achieving and sustaining profitability and positive cash flow.

Our accountants' audit report indicates there is substantial doubt about our ability to continue and is a concern.

Our auditor’s report dated January 4, 2007 indicates there is substantial doubt as to our ability to continue and is a concern. We do not anticipate seeking funding. In the event that we cannot generate sufficient revenue, we may be forced to cease operations. Therefore, shareholders are accepting a high probability of losing their entire investment.

We are dependent on our senior executives and the loss of any of these executives or our inability to attract and retain other key personnel could adversely affect our business.

Our success may substantially depend upon our ability to attract and retain qualified employees and upon the ability of our senior management and other key employees to implement our business strategy. We believe there are only a limited number of available, qualified executives in the business lines in which we compete. The success of our initiatives and our future performance will likely depend, in significant part, upon the continued service of our senior management team, including David Koos, our Chairman, Chief Executive Officer, President and Acting Chief Financial Officer and Brian Pockett, our Vice President and Chief Operating Officer and Director. Currently, neither of Mr. Koos or Mr. Pockett is party to a binding employment agreement with us. We do not currently maintain key man life insurance policies with respect to any of our employees.

The structure of the industry in which we seek to sell our products and services may change with an adverse impact on us.

The products and services that we seek to sell are novel and the structure of the industry and the extent of the existing and potential competitors in the marketplace is not yet known. We may face competition from one or more future competitors who may possess significantly lower costs or an ability to offer competitive products and services at a significantly prices. In this event our prices, margins, and profits (if any) will be significantly lower and we will likely incur significant and protracted losses.

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 will likely need to 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;

· lack of efficacy of a technology after thorough analysis;

· 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

· inability to compete the process by virtue of litigation or other possible legal interference with the company, the technology or the revenue.

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.

We may not successfully manage our growth.

Our success will likely 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, hire, and train a significant number of additional qualified personnel. If we are unable to manage our growth effectively, we will likely incur significantly higher costs and expenses with the likelihood of significant and protracted resulting financial losses.

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.

Lack of independent evaluation of business plan.

Neither the Company nor 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.

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. We can not assure you that we will obtain sufficient additional financing to meet our financial needs in the future or if we are able to obtain it, that it can be obtained on terms that are reasonable in light of our present circumstances.

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 will likely have in the foreseeable future.

Concentration and lack of diversification.

Our business is primarily focused on the business and strategy of Bio-Matrix Scientific Group, Inc., a Nevada corporation, our subsidiary (“BMXG”). While we believe that our strategy is comprehensive and that 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.

General risks of investing in early-stage business.

We are an early-stage company and while we believe that we may be successful in implementing our business plan, our plan of operation is subject to ever-changing technological, competitive, and regulatory variables, uncertainties, technology trends, and other factors beyond 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.

Risks associated with forward-looking statements.

This Prospectus contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") although such forward-looking statements included herein will not be subject to the safe harbors for such statements under such sections. The forward-looking statements include the plans and objectives of management for our future operations, including plans and objectives relating to our planned expansion and future economic performance.

The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions that we will meet our business objectives and there will be no material adverse change in our operations or business or in governmental regulations affecting our suppliers or us. The foregoing assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed elsewhere in the "Risk Factors" section of this Prospectus, there are a number of other risks inherent in the Company's business and operations which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements. Growth in absolute and relative amounts of cost of goods sold and selling, general and administrative expenses or the occurrence of extraordinary events could cause actual results to vary materially from the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter its marketing, capital investment and other expenditures, which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in this Prospectus, the inclusion of such information should not be regarded as a representation by the Company or any other person that our objectives or plans will be achieved. See "Management's Discussion and Analysis," and "Business."

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under the "Prospectus Summary," "Risk Factors," "Management Discussion and Analysis or Plan of Operation," "Business" and elsewhere in this prospectus constitute forward-looking statements. The "safe harbor" for forward-looking statements does not apply to this offering since it is an initial public offering of our securities. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievement expressed or implied by such forward-looking statements. Such factors include, among other things, those listed under "Risk Factors" and elsewhere in this prospectus.

In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "intend", "expects," "plan," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms or other comparable terminology.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. We are under no duty to update any of the forward-looking statements after the date of this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from this offering. All of the shares that are the subject of this Prospectus are being offered and sold by Selling Shareholders.

MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with our audited financial statements and unaudited interim statements, including the notes thereto, appearing elsewhere in this prospectus.

Plan of Operations

As of March 31, 2007, our most recently completed quarter, we had $147,705 cash on hand and current liabilities of $353,310 such liabilities consisting of Accounts Payable, Notes Payable, Accrued Payroll Taxes, and Accrued Interest.

At this time and subject to limited funds that may be available from any operating revenues, we plan to fund our financial needs through operating revenues and, if required, through equity private placements of our common stock.

We have had only limited discussions with a few individual investors who have expressed an interest in investing in our company. We have not, however, undertaken any negotiations with any institutional investors or other large sources of capital. If we are not successful in meeting our capital requirements, we may need to commence discussions with one or more institutional sources to obtain the necessary financing. We cannot assure you that any such discussions will be successful or, if they are successful, that we will not incur significant dilution for our current stockholders. Without additional capital, we will not be able to fund our operating needs and implement our business plan

During the period beginning January 1, 2007 and ending April 4, 2007, we sold 1,752,867 shares of common stock at a purchase price of $0.25 per share through private placements exclusively to Accredited Investors who represented that they were sophisticated and experienced in making investments in small public development-stage companies whose common stock has only a limited and sporadic trading market.

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. We estimate that these net proceeds will not be sufficient to fulfill our capital needs through the next twelve months.

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.

566,217 of the Shares were issued to Bombardier Pacific Ventures in full satisfaction of $141,554 owed by the Company to Bombardier Pacific Ventures on July 30, 2007.

Over the next 12 months and if we are successful in obtaining necessary licenses (as described below), to the extent that we are able, we anticipate opening our stem cell bank and marketing our disposable stem cell / tissue management instruments.

Prior to opening our stem cell banking facility, we will be required to register with the 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. Stem cell banking is also subject to State Regulations. We will also be required to obtain a California Blood Banks and Biologics License for our facility (the “State License”).

Over the next twelve months and if we are successful in obtaining the necessary additional financing and obtaining equipment and necessary additional professional staff, we anticipate purchasing the following significant laboratory equipment:

Equipment	Currently Estimated cost
Laboratory information systems	$30,000
Laminar flow hoods (2 ea) 4ft	$10,000
Sepax Cell Separation Device	$50,000
Blood processing equipment	$80,000
Bar code labeling equipment	$3,000
Tube heat sealers (2 ea)	$4,000
Bench top centrifuges (2) refrigerated	$12,000
Cell Therapy Software	$30,000
Cryo Tracking Software	$28,000
Cryo Tracking Equipment	$45,000
Hematology analyzer	$15,000
Flow Cytometer	$150,000
BacTec Microbiology equipment	$20,000
Small equipment (lab set-up)	$10,000
Microscope	$5,000
CO2 Incubator	$4,000
Lab benches	$30,000
Supplies / reagents*	$100,000
Total	$626,000

* to be reordered on an annual basis

We can not assure you that we will be successful in obtaining additional financing necessary to implement our business plan. We have not received any commitment or expression of interest from any financing source that has given us any assurance that we will obtain the amount of additional financing in the future that we currently anticipate. For these and other reasons, we are not able to assure you that we will obtain any additional financing or, if we are successful, that we can obtain any such financing on terms that may be reasonable in light of our current circumstances.

If we are able to obtain the amount of additional financing that we require, we currently anticipate that we will need to undertake the following capital expenditures:

Equipment

Currently Estimated cost

Computer system / Lab & offices	$100,000
Medical Software	$45,000
Misc. equipment	$30,000
Phone system	$30,000
Back-up generator	$50,000
Security system	$20,000
Total	$626,000

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

Currently 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

We have not undertaken any efforts to recruit any persons to fill any of the positions shown above. We may face protracted difficulties in recruiting individuals with sufficient experience and skills needed to fill these positions and we can not assure you that we will be successful in obtaining the necessary persons at the compensations levels shown above or that we will not incur significant additional expenses to attract, relocate, and retain any persons that we recruit.

Off Balance Sheet Arrangements

We are not currently party to any Off Balance Sheet arrangements.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock has been trades on the OTC Bulletin Board. The trading symbol was changed from "THII" to "BMSN" effective September 5, 2006.

2005	High	Low
First Quarter
Second Quarter
Third Quarter	3.55	0.12
Fourth Quarter	3.25	2.75

2006
First Quarter	3.00	1.50
Second Quarter	3.00	1.26
Third Quarter	3.19	1.51
Fourth Quarter	2.00	0.49

2007
First Quarter	0.80	0.51

THE ABOVE QUOTATIONS REFLECT INTER-DEALER PRICES WITHIOUT RETAIL MARKUP. MRKDOWN OR COMMISSION AND MAY NOT NECESSARILY REPRESENT ACTUAL TRANSACTIONS

Holders and Dividends

No cash dividends have been paid on our common stock for the 2006 fiscal year and no change of this policy is under consideration by the Board of Directors. The payment of cash dividends in the future will be determined by the Board of Directors in light of conditions then existing, including our Company's earnings (if any), financial requirements, and opportunities for reinvesting earnings, business conditions, and other factors.

The number of shareholders of record of our Company's Common Stock on August 6, 2007 was 400.

DESCRIPTION OF BUSINESS

Background of Company

We were incorporated on October 6, 1998, under the laws of the State of Delaware under the name Tasco International, Inc. We have been since inception a development stage company with only minimal and sporadic revenues.

From October 6, 1998 to October 19, 1999, we were in the business of marketing and selling hand-made jewelry and art objects on the Internet. We conducted no operations past the development stage and this business did not generate any revenues.

From October 19, 1999 to July 3, 2006 we were in the business of providing production of visual content and other digital media, including still media, 360-degree images, video, animation and audio for the Internet. This business did not generate any significant revenues.

Acquisition of Bio Matrix Scientific Group, Inc.

On June 14, 2006, we and Bio-Matrix Scientific Group, Inc., a Delaware corporation (the “Seller”) entered into a Stock Purchase Agreement (the “Acquisition Agreement”) to acquire 100% of Bio-Matrix Scientific Group, Inc., a Nevada corporation.

Under the terms of the Acquisition Agreement and pursuant to a separate Escrow Agreement between us and the Seller, we delivered to the Escrow Agent the sum of 10,000,000 shares of our common stock and other corporate and financial records and the Seller delivered to the Escrow Agent 25,000 shares of the common stock of Bio-Matrix Scientific Group, Inc., a Nevada corporation, its wholly owned subsidiary (“BMSG”). 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, our former Chairman and Chief Executive Officer, John Lauring, returned 10,000,000 shares owned by him for cancellation.

On June 14, 2006, our former officers and directors resigned their positions and elected Dr. David R. Koos and Mr. Brian Pockett as in-coming Directors. Following their election, the reconstituted the 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 we acquired twenty-five thousand (25,000) shares of common stock of BMSG from the Seller in exchange for the payment of the purchase price of 10,000,000 shares of our common stock and 10,000,000 shares of our common stock owned and held by John Lauring were returned to us 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, BMSG is our wholly owned subsidiary. We abandoned our efforts in the field of digital media production when we acquired 100% of BMSG on July 3, 2006. 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.

Through BMSG, we have developed a planned line of medical devices (approximately 192 disposable instruments for use in the plastic surgery field and stem cell research). The instruments are designed to be used to harvest adult stem cells from adipose (fat) tissue. To the extent that we are able, we seek 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. We have not conducted or obtained any independent evaluation of the efficacy or the likely commercial interest in using these instruments. Our evaluations have been limited to those conducted by our management without the benefit of any independent or third party professional evaluation.

Through BMSG and to the extent that we are able, we plan to implement good manufacturing practices (cGMP) and good tissue practices (cGTP) in a compliant facility for the processing and cryo-storage (in liquid nitrogen) of adult stem cells under current U.S. Food and Drug Administration requirements. Subject to market conditions and to the extent that we are able, we anticipate that we may offer processing and cryo-storage services to expectant parents by offering to store their newborn’s cord blood stem cells as well. In undertaking these plans, we currently plan to offer such storage services at our planned facility. The planned facility is located at 8885 Rehco Road, San Diego, California 92121 and has approximately 15,000 square feet. The planned facility was acquired under a five-year lease on December 1, 2005 at a current cost of $19,498 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 then prevailing market lease rates.

All of our current plans and strategy have been developed solely by our officers and Directors and we have not received and do not currently anticipate engaging the services of any independent third party that may allow our plans to be evaluated by professionals experienced in our industry.

Planned Principal Products and Services

In our current plans we seek to offer the following products and services:

(a) the cryogenic storage of stem cells and

(b) the development of medical devices used in live tissue transfer and stem cell research. Live tissuetransfer is the process of harvesting, treating, and re-injecting tissue without damaging preciousliving cells, potentially increasing the chance of tissue surviving once transplanted to a donor site.

Planned Stem Cell Bank

We have constructed what we believe to be 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 and are currently in the process of seeking regulatory approval to begin accepting specimens. We anticipate that we 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, we intend to offer such storage services at our planned facility. This facility is located at 8885 Rehco Road, San Diego, California 92121 and has approximately 15,000 square feet. The facility was acquired by our operating subsidiary under a five-year lease on December 1, 2005 at a current cost of $19,498 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.

Planned Medical Devices

Through BMSG, we have developed a line of medical devices consisting of approximately 192 disposable instruments for use in the plastic surgery field and stem cell research. If we obtain regulatory approvals and subject to then existing market conditions, we currently plan 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.

Through our subsidiary, BMXG, we have filed six provisional patent applications, one utility patent application and one international patent application. In filing these applications, we have not undertaken any evaluation of our patent and intellectual property rights and we do not currently anticipate undertaking any such evaluation in the near future. In the event that the patent claims that we have made are challenged, we may not have the financial resources to defend our patent claims. These patent applications are as follows:

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 may 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 is designed to protect 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 Monoject 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 may reduce hand and arm fatigue. The handle may 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

We have not obtained and we do not anticipate obtaining any evaluation of the extent of the patent rights claimed by the provisional patent applications set forth above. In the event that our patent claims (and other intellectual property rights claims) are challenged, we may not be able to successfully defend the claims that we seek in any one or more of these applications. Further, since we have limited financial resources, in the event that we are not able to assert any one or more of these patent claims, we may face injunctions, claims for damages, and the loss of use of any one or more of the devices together with protracted litigation and costs incurred thereby. In that event may suffer significant losses and a limitation on the extent to which we can effectively implement our business plan.

Planned Veterinary Division

Since we believe that many of the medical devices we have developed can easily be used in veterinary applications, to the extent that we are able, we plan to pursue opportunities in this field. Although the plans for this field are still evolving, initially we expect to only be involved in the cryogenic storage of animal stem cells. The veterinary specimens would be totally isolated from human specimens throughout the facility and stored in an entirely separate area and cryogenic storage container.

As currently planned and subject to market conditions, we anticipate that the veterinary division will seek to market and sell its services through other companies already serving the veterinary market.

DISTRIBUTION METHODS OF OUR PLANNED PRODUCTS AND SERVICES

To the extent that we are able, we intend to market and sell our planned services to medical professionals and other companies that offer potential for commercial synergies. Our Subsidiary has entered into an agreement with Cord Blood America, Inc. (CBAI), whereby CBAI will market to potential clients our subsidiary’s services of adipose stem cell banking using the Subsidiary’s planned stem cell bank facility. Under this agreement, the Subsidiary has agreed to contract with Cord Blood America Inc. to marketing adult stem cell banking to its clients. This contract involves a sharing of fees charged on a 60 / 40 basis, with 60% of the fees going to us and 40% going to Cord Blood America.

Our marketing plan is fairly simple and our target market includes three segments: plastic surgeons, hospitals and medical schools. If we are able to implement our business plan, we intend to reach these three target markets through advertising and promotional efforts at medical related trade shows/conventions, online websites, trade publications and independent medical marketing entities.

We have not yet commenced any marketing efforts to reach these targeted segments and we have not yet prepared a marketing budget. We are aware, however, that our current financial resources may limit our ability to fully promote the products and services that we plan to offer and we anticipate that we will need to develop and refine our marketing plans further before commencing these efforts.

The primary products and services we intend to offer are: (A) our medical devices (consisting of over 192 disposable instruments used in stem cell procedures / tissue transfer procedures) and (B) the services to be provided by our planned stem cell bank.

Cord Blood Banking

We believe there is a significant likelihood that human cord blood banking will consolidate as a result of further trends in increased government regulation. If we are successful in gaining the required licenses for our planned facility and accept cord blood specimens, we believe may have an opportunity to acquire these specimens on a favorable basis from smaller companies unable to meet the financial burden of increased regulation.

In the event that this occurs and depending on our ability to obtain the necessary financing, we believe that any significant consolidation of cord blood companies may offer potential economies of scale that could provide a profitable revenue stream for our company. We are currently seeking to identify such companies that are potential candidates for consolidation that may become suitable acquisition candidates.

However, given our limited financial and managerial resources, we cannot assure you that we will be successful in identifying any such suitable candidates or, if we can identify them, that we can successfully negotiate any acquisition on reasonable terms in light of our current circumstances. Acquisition and consolidation transactions frequently involve the payment of significant investment banking, legal, and accounting fees and related due diligence and other costs. In that event, we cannot assure you that any such transaction may be undertaken.

Planned Adipose Derived Stem Cell Banking

We have also entered into an agreement with Cord Blood America Inc. (OTCBB: CBAI) to market the collection of adipose (fat) derived stem cells to plastic and cosmetic surgeons. It is anticipated upon roll-out, this relationship may offer us the opportunity to utilize as many as 28 independent out-side sales representatives already in the field. If these efforts are successful, we plan to initiate a new web-site that can take orders, provide information, and respond to questions from potential customers. We have not yet completed work on the design of this planned web site, but we anticipate that the design and development of the web site will require careful planning and careful coordination with Cord Blood America to ensure that our marketing plans can be implemented on a consistent basis.

Collection of adipose (fat) tissue from which stem cells may be harvested, must be done by a physician skilled in using a Stem Cell Collection Kit. While many physicians have experience in handling adipose (fat) tissue as a part of their practice as a plastic surgeon, we anticipate we will need to provide information to physicians and other medical personal that will assist them in developing their understanding and preference for the use of our kit, instruments, and our stem cell storage services. This will likely be required if we are obtain a sufficient market interest in our planned products and services.

After the stem cells are collected, they are prepared for cryo-preservation and storage. In order to successfully harvest stem cells intended for cryo-preservation and storage, the instruments used must be clean and free of any contaminants. To ensure that the collection process meets these requirements and to prevent difficulties that may arise in cryo-preservation and storage and to the extent that we are able, we intend to provide each surgeon who undertakes to collect the stem cells, with our Stem Cell Collection Kit after the patient has entered into an agreement with us to store their stem cells with us.

Currently Anticipated Steps to Market Planned Products and Services

If we are able to obtain the necessary additional financing and implement our business plan, we currently anticipate that the marketing of our planned products and services will likely require that we complete the following currently anticipated steps. These are:

First, we currently plan to introduce our Stem Cell Collection Kits to certain key physicians so as to allow them to become familiar with our kit, the instrumentation, and our line of products.

Second, we currently anticipate that we will need to expend significant efforts to develop physician acceptance of our kit and instruments.

Third, we will likely need to hire and train skilled marketing personnel to develop relationships with physicians that will serve to encourage physicians to use and recommend our services to their patients. We have not, as of this date, made any estimate for the amount of funds that will be needed to complete these marketing efforts or the anticipated time frame that will be required to implement these steps.

Stem Cell / Tissue Transfer Instrumentation

If market conditions allow and if we are successful in implementing our business plan (outlined above), we currently plan to market our Stem Cell Collection Kit through loyalty programs to physicians and attempt to convert them to use our complete instrumentation product line. We intend, as opportunities and our financial resources allow, to rely upon the 28 out-side CBAI sales representatives already in the field to show our complete product line (consisting of over 192 disposable instruments) to other physicians, hospitals, out patient surgery centers, and plastic surgery centers. This strategy may allow us an opportunity to showcase our instruments for other procedures where there is a heighten concern for the risks of cross-contamination and the need for greater predictability in tissue manipulation. We also believe that our instruments may offer greater ease of use and clean up compared to other existing products. These features may serve to make our instruments more attractive to physicians as it allows them and their staff to be more productive. We also believe that our disposable instruments may allow the medical service provider (such as a physician, hospital, or surgery center) an opportunity to directly charge the patient for instrumentation. This may offer an additional financial incentive to encourage physician usage and loyalty in using our instruments.

In addition to our planned website and direct marketing plans and if our financial resources allow, we plan to attend trade shows and conventions to further introduce and promote our planned products and services. These trade shows and conventions will likely include meetings and conventions sponsored by such groups as the American Society of Plastic Surgeons Conventions, Orthopedic Surgery, and the AAPS Annual Meeting. These efforts will be primarily focused on introducing, establishing, building, and fostering relationships with the targeted segments of physicians, hospitals, surgery centers, plastic surgery centers, and other providers of medical services. These relationships will likely become critically important to us if are to develop a sufficient and sustainable revenue To the extent that we are able, we anticipate receiving a favorable inspection which would allow us to receive the license. However, California Department of Public Health laboratory regulations are subject to continuing change and we cannot assure you that we will be successful in obtaining a favorable inspection report. And if we receive a favorable inspection report, we cannot assure you that we will continue to obtain favorable inspections in the future which would allow us to maintain the licenses that we seek and a possible revenue base for our company from the sale of our planned products and services.

We anticipate that if we are successful in introducing and developing loyalty for our planned products and services, we will need to expend significant financial resources ranging from $1,750,000 to $2,000,000 or more for advertising and marketing expenditures over a period of at least nine months to one year or longer. There are many variables and factors that may impact the time frame and the amount of expenditures that we will need to make to introduce and develop loyalty with our targeted segments. We may need to adjust our plans and devote a larger amount of funds to these efforts over a longer period of time if we are not able to generate a sufficient volume of product acceptance and repeat sales that will allow us to achieve these objectives.

In the event that we are successful in achieving these objectives, we anticipate that it may take an additional eighteen to twenty four months or longer before we may be able to achieve profitability and positive cash flow, if at all.

As we assess the cost to enter a new business, with all of the uncertainties and risks associated with the offering of new products and services, while also developing, testing, and implementing marketing plans for the offering of products and services that are new, we face many challenges. These include but are not limited to, an ever-changing competitive environment from other, larger, and well-established competitors that may force us to examine and revise our marketing plans. As a result, our business strategy may change or we may eliminate or reduce certain product or marketing plans as conditions require. As of November13, 2006 all construction work has been completed on its 15,000 square foot facility and we are now seeking to finalize its required documentation for quality assurance systems necessary for FDA and California licensing.

GOVERNMENT REGULATION

The U.S. Food and Drug Administration (FDA) regulations require thatall human tissue and cellular products be manufactured according to Good Tissue Practice (cGTP). FDA code of Federal regulations 21 CFR

part1271 was effective May 2005). As currently planned, we plan to manufacture human cellular based products for future, as yet undefined, medical treatments in accordance with this regulation. Good tissue practices requires that all tissue based and cellular products be manufactured to minimize the transmission ofdiseases including hepatitis and HIV. All tissue banks (including those banking cellular based products) must register with the FDA and be compliant.

Stem cell banking is also subject to State Regulations. We have applied for our State of California Blood Banks and Biologics License. In the event that we receive our California License we are required to register with the 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.

Status of California State licensure

As of the date of this prospectus, we have completed our application for our State of California Blood Banks and Biologics License and are awaiting an inspection of our facilities by a representative from the State of California Department of Public Health, Laboratory Field Services. Before accepting specimens it is required that our facility be inspected by the California Department of Public Health, Laboratory Field Services and that a favorable inspection report be issued.

In the event that we receive a satisfactory inspection of our facility, we anticipate that we would then receive a State of California Blood Banks and Biologics License (the “State License”). We are not able to predict, with any precision, the date and timeframes for the inspection or whether we will be successful in obtaining the State License.

Status of Registration with the FDA

If we receive a State of California Blood Banks and Biologics License, then we intend to register with the U.S. Food and Drug Administration. Under current rules, we will need to have the State License before we can file an application for registration with the FDA. If we can raise the additional capital that will allow us to implement our business plan, we may be successful; in obtaining the State License and we may obtain registration with the FDA. However, we can not assure that we will be successful in achieving these objectives.

We are aware that despite these plans and the information that we have developed regarding regulatory and licensing requirements, regulatory and licensing requirements are subject to continuing changes. The U.S. Food and Drug Administration (FDA) regulates companies or other businesses engaged in the manufacture of human tissue or cellular products. Currently, these products must be manufactured in compliance with the FDA 21CFR part 1271. This regulation seeks to minimize the risk of transmission of diseases that can be transmitted due to transplantation or transfusion of human tissue or cellular products such as hepatitis and HIV. These Federal regulations may have an adverse impact on the current stem cell banking industry. There is significant cost associated with compliance to any code of Federal regulations (CFR). Only those companies that have the financial resources to implement and maintain comprehensive quality programs for both Good Manufacturing Processes (cGMPs) and Good Tissue Practice (cGTP) will be able to establish such a business. While we believe that our plans, if implemented successfully, will allow us to satisfy our obligations under these regulations, we cannot assure you that we will continue to satisfy federal and state regulatory requirements or that the cost of satisfying these and future regulatory requirements can be achieved without undue and unacceptable expense to us.

The environmental laws that directly impact us currently concern the following:

1. Disposition of bio-hazardous waste.

2. Emission control from an electricity generator to be installed for backup power at the planned facility.

Bio-hazardous waste (human tissue, blood and other body fluids) will be disposed of according to laws of the State of California. State licensed contactors will be used. The cost of bio-hazardous waste disposal is proportional to the weight of bio-hazardous material generated in a facility. It is estimated that in the start-up phase of our planned operations that the cost attributable to disposal of bio-hazardous waste will be approximately $1000 per month. No other waste material, such as chemical or radioactive waste will be generated at our planned facility.

The State of California currently requires that all electrical generators utilizing fossil fuels be in compliance with all State and local clean air requirements. A new generator will need to be installed at our planned facility that will comply with all Federal, State and local regulations. No significant budgetary impact is foreseen on the cost of acquisition of back-up power at our planned facility that we anticipate will be in compliance with all local, State and Federal regulations.

We are aware that environmental laws , particularly those dealing with the handling of bio-hazardous wastes are subject to ever-changing requirements and there is every likelihood that the demands, costs, and burdens of these laws will increase in the future. Similarly, we also anticipate that emissions from our planned electrical generator will also be further limited in the future and the costs that we incur in achieving and remaining compliant with applicable laws will also increase. To the extent that we are able, we intend to remain compliant with applicable laws with respect to the handling of bio-hazardous wastes and emissions. However, we cannot assure you that we will achieve such compliance or if we do achieve it, that we can remain in compliance.

COMPETITION

We face intense and ever-changing competition from many other established local, regional and national companies. Many of these companies, such as Cryo-Cell International Inc., California Cryo-Bank, Cord Blood Registry, Inc. and Viacord are well-established competitors who possess significantly greater financial, managerial, and marketing resources.

These competitors have, in many cases, completed or implemented strategies that may provide them with a greater ability and a more diversified business strategy that will allow them to better respond to product and market changes and other variables in this new industry.

Our small size, changing technology, and our limited resources, the intensity of competition will likely continue for the foreseeable future. This may limit our ability to introduce and market our products, limit our ability to price our planned products and services, and, ultimately, our ability to generate and sustain sufficient sales revenues that would allow us to achieve profitability and positive cash flow.

Competitive conditions and the industry structure are likely to further change as comparative technologies, cost factors, and regulatory issues develop. These and other risks and uncertainties are likely to have a continuing direct impact on the Registrant in implementing its business plan.

We source raw materials from a variety of vendors as the materials required by us are widely available on competitive terms and conditions.

We have not, as of the date of this document, sold any products or services. We do not anticipate dependence on one or a few major customers upon commencement of sales.

DESCRIPTION OF PROPERTY

Our facility is located at 8885 Rehco Road, San Diego, California 92121 and has approximately 14,562 square feet. Our annual cost under the lease is $241,008 in addition to paying certain common area expenses. We hold this property under a five year lease which is renewable for an additional five years at then existing market prices. This facility houses our stem cell processing and storage laboratories as well as our executive offices.

The cryogenic storage laboratories, comprising 1050 sq. ft. have been completed. A central external liquid nitrogen supply system is also now in place at the facility. In addition, the first of eight liquid nitrogen stem cell storage tanks have been installed and is under going testing and validation.

Adipose and cellular processing will be performed in Class 100 environments in our 400 sq. ft. Class 10,000 Modular Laboratory which was completed in October 2006. Cord blood processing will be done in Class 100 environments in our Class 100,000 Laboratory. The facility also has an area for viability testing, preparatory, receiving, quarantine/ chemical storage, flow cytometry and microbiology.

NUMBER OF EMPLOYEES

As of August 6, 2007, we have eight total employees all of which are full time employees.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following is information regarding our executive officers and directors as of August 6, 2007.

Name	Age	Position

David R. Koos	49	Chairman of the Board of Directors, President, CEO, Secretary, and Acting CFO

Brian Pockett	55	Vice President and COO, Director

David R. Koos (49) – Chairman of the Board of Directors, President, CEO, Secretary and Acting CFO

Dr. Koos has served as our CEO, President, Secretary, and Acting CFO since June 19, 2006, and as Chairman of our Board of Directors since June 14, 2006. Over the past five years, Dr. Koos either is currently, or has previously been employed as: Chairman, Chief Executive Officer, Secretary & Acting Chief Financial Officer of both BMXP Holdings, Inc. and BMSG (December 6, 2004 to Present), Managing Director & President of Cell Source Research Inc. (December 5, 2001 to Present) Director of Venture Bridge Inc.(November 21, 2001 to Present) Board Member, Chief Financial Officer & Secretary of Cell Bio-Systems Inc., a New York corporation currently operating under the name Franklin Scientific, Inc. (July 17, 2003 to December 1, 2003) and as a Registered Representative of Amerivet Securities, Inc. (March 31, 2004 to Present and also from November, 2000 to May, 2002). In addition, Dr. Koos has been involved with investment banking, venture capital, and investor relations for the past 20 years. He has worked with several major Wall Street Investment Banks. He also was a Vice-President of Investments with Sutro & Co., Everen Securities and Dean Witter. Dr. Koos holds the following securities licenses: NASD Series 7 (General Securities), and Series 24 (Securities Managing Principal).

Dr. Koos' educational background includes two doctoral degrees. His first doctorate is a Doctor of Philosophy degree (PhD) in Economic Sociology (2003). Dr. Koos’ PhD studies in Sociology were done at the University of California, Riverside, which he left prior to completing his Ph.D. degree.

Dr. Koos completed his PhD studies at Atlantic International University where he was allowed 120 units in transfer credits in support of being admitted on an ABD (All But Dissertation) basis for a joint PhD/DBA program. Subsequent to the transfer credits, he completed an additional 91 units at Atlantic International University. Dr. Koos’ second doctorate, a Doctor of Business Administration (DBA), Corporate Finance (2003), focuses on the process of Public Trading, Direct Public Offerings and Synthetic Reverse Mergers. Both of these degrees are the result of studies and research completed through Atlantic International University. The dissertation for Dr. Koos’ D.B.A. in Finance was titled “De-Coupling A Reverse Merger to facilitate a Direct Public Offering’s Time to Market: A Case Study Testing the value of a Synthetic Reverse Merger in Achieving Public Trading Status”. Prior to obtaining these two doctoral degrees, Dr. Koos received a Master of Arts degree in the Economic Sociology from the University of California, Riverside, California (1983). Currently, Dr. Koos is pursuing a DBA in Financial Management through Northcentral University, Prescott, Arizona. David R. Koos, our Chief Executive Officer, has been the subject of the following securities related regulatory actions:

On June 26 - 28 of 2001 the New York Stock Exchange (NYSE) held an administrative hearing panel regarding Mr. David Koos’ handling of a client’s account while he was at Everen Securities. Mr. Koos has not been employed by Everen over the last five years. The panel found Mr. Koos had engaged in excessive, unsuitable and discretionary trading in a client’s account. The NYSE found Mr. Koos guilty of the aforementioned and suspended him from association with the NYSE and its affiliates for a period of 9 months. On appeal, the Enforcement Division requested the suspension be 18 months, which was upheld by the Appeal Board.

The suspension began on May 10, 2002 at the close of business and lasted until November 10, 2003. The NYSE took no further action at the end of the suspension. David Koos’ securities licenses (NASD Series 7 and Series 24) were re-instated with Amerivet Securities Inc. on March 31, 2004. Amerivet’s business operations are currently suspended since the company’s Chief Executive Officer is serving with the U.S. Army in Iraq.

On December 7, 1999 First Union Securities (formerly known as Everen Securities) and Thomas Monahan settled with Dr. Jan Yanda for the sum of $55,000. The claim made by Dr. Yanda to the NASD (Case # 98-03797) was that Mr. Monahan and his then partner David Koos mishandled her account in failing to correctly advise her on the liquidation of an annuity contract. Dr. Yanda asserted that she was not aware of any tax consequences in withdrawing funds from her annuity. Mr. Koos was named as a result of being in a then partnership with Mr. Monahan while they worked together at Everen Securities. In the terms of the settlement, $55,000 was paid to Dr. Yanda by First Union Securities (formerly Everen Securities) At the time the claim was filed, David Koos was no longer working for First Union Securities (formerly known as Everen Securities). The matter was fully settled by First Union Securities (formerly Everen Securities) and there are no outstanding issues in this matter.

Dr. Koos is currently enrolled in a DBA - Financial Management program at Northcentral University - Prescott, Arizona . He also holds a DBA - Finance (December 2003) from Atlantic International University and a PhD - Sociology (Economic Sociology - September 2003) from Atlantic International University In addition, Dr. Koos holds a MA - Sociology (Economic Sociology - June 1983) from the University of California - Riverside, California.

Brian Pockett (55) - Managing Director and COO

Brian Pockett has served as our Vice President and COO since June 19, 2006 and as a Director since June 14, 2006. Mr. Pockett has over twenty-nine years of professional experience in operations, marketing, sales, financial and grant development. Prior to assuming his positions with us, Mr. Pockett founded PD&C, a private consulting firm and has served as a consultant to some of the largest companies in North America including Disney, SONY, Nintendo, Acclaim Entertainment and UFO. Mr. Pocket has not been affiliated with PD&C during the past five years. The scope of client projects expanded into the areas of global distributing, product development, commercialization, investment and intellectual properties. Mr. Pockett served as an Executive Vice President of Operations for Metropolis Publications and as Sr. Vice President of Marketing and Sales for Slawson Communications. Mr. Pockett is an Ordained Minister and attended Crestmont College - Rancho Palos Verdes, California. He also holds an Advanced Teachers Training Certificate from Crestmont College and is a member of the Evangelical Teachers Training Association and holds an Associate of Arts – Business from Azusa Pacific University - Azusa, California (June 1977).

EXECUTIVE COMPENSATION

The following table sets forth compensation information for services rendered by certain of our executive officers in all capacities during the last completed fiscal year. We paid no compensation to any officer during any previous fiscal year. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted, and certain other compensation, if any, whether paid or deferred.

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (a)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Dr. David Koos Chairman, CEO and President	October 1, 2005 to September 30, 2006	0	0	$292,500	0	0	0	0	$292,500
Mr. Brian Pockett Vice President, COO and Director	October 1, 2005 to September 30, 2006	0	0	$292,500	0		0	0	$292,500

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company's common stock as of August 6, 2007, of each officer or director of the Company, by each person or firm who owns more than 5% of the Company's outstanding shares and by all officers and directors of the Company as a group.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner *	Percent of Class
Common	David R Koos 1010 University Ave #40 San Diego, CA 92103	4,681,029	20.22%

Common	Brian Pockett 8885 Rehco Road San Diego, CA 92121	1,846,772	7.98%

Common	BMXP Trust 1010 University Ave #40 San Diego, CA 92103	11,462,570	57.00%

*Totals for David R. Koos and Brian Pockett include amounts to be distributed by BMXP Trust.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

On June 14, 2006, our 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

Under the terms of the Acquisition Agreement and pursuant to a separate Escrow Agreement between us and the Seller, We 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 and wholly owned subsidiary of the Seller. 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, our former Chairman and Chief Executive Officer, John Lauring returned 10,000,000 shares of the Company held and owned by him for cancellation.

On July 3, 2006, the Acquisition Agreement closed and we acquired the twenty-five thousand (25,000) shares of the Common Stock of BMSG from the Seller in exchange for the payment of the purchase price of: (a) 10,000,000 shares of our common stock and (b) the return for cancellation of 10,000,000 shares of our stock owned and held by John Lauring. 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, BMSG became our wholly owned subsidiary and the Seller became the holder of approximately 78.24% of our outstanding common stock as of the closing of the Acquisition.

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

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 the Seller Inc. as well as beneficial owner of 24% of the share capital of the Seller. 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 the Seller as well as beneficial owner of 14% of the share capital of the Seller.

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 December 5, 2006, we entered into an Agreement with Bio-Technology Partners Business Trust whereby we became obligated to issue to Bio-Technology Partners Business Trust 1,391,935 common shares of the Company on or prior to December 6, 2006. This issuance constituted full satisfaction of the amount of $246,744 plus accrued interest owed by us to Bio-Technology Partners Business Trust due to loans made to us by Bio-Technology Partners Business Trust between August 24, 2006 and November 10, 2006. This resulted in Bio-Technology Partners Business Trust having become a holder of approximately 8% of our issued and outstanding shares at that point in time.

We also agreed to include these shares issued to Bio-Technology Partners Business Trust in a subsequent registration statement of securities filed by us pursuant to the Securities Act of 1933, as amended, with the United States Securities and Exchange Commission on Form SB-1 or SB-2. Bio-Technology Partners Business Trust has agreed to waive those registration rights.

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, 566,217 of the Shares were issued to Bombardier Pacific Ventures in full satisfaction of $141,554 owed by the Company to Bombardier Pacific Ventures.

TAX CONSEQUENCES OF DISTRIBUTION

The following is a general discussion of the material United States federal income tax consequences of the distribution of 11,212,384 of our common shares by the BMXP Trust to the Beneficiaries. This discussion does not address all aspects of United States federal taxation that may be relevant to a particular Beneficiary in light of the Beneficiary’s individual investment or tax circumstances. In addition, this discussion does not address state, local or non-U.S. tax consequences or special tax rules that may apply to certain Beneficiaries, including without limitation, taxpayers whose functional currency is not the U.S. dollar. Additionally, the discussion does not consider the tax treatment of partnerships (or other entities treated as partnerships for U.S. federal income tax purposes) or other pass-through entities or persons who hold our units, common stock or warrants through such entities.

This discussion is based on current provisions of the Internal Revenue Code in effect on the date hereof and which are subject to differing interpretations or change, possibly with retroactive effect. We have not sought, and will not seek, any ruling from the Internal Revenue Service (“IRS”) with respect to the tax consequences discussed herein, and there can be no assurance that the IRS will not take a position contrary to the tax consequences discussed below or that any position taken by the IRS would not be sustained.

This discussion is only a summary of the material United States federal income tax consequences of the distribution of 11,212,384 of our common shares by the BMXP Trust to the Beneficiaries. Beneficiaries are urged to consult their own tax advisors with respect to the particular tax consequences to them of the distribution of our securities by the BMXP Trust, including the effect of any federal tax laws other than income tax laws, any state, local, or non-U.S. tax laws and any applicable tax treaty.

Tax Consequences of the Distribution

It is our belief that pursuant to Section 662 (a) 2 of the Internal Revenue Code, the distribution of our common shares by the BMXP Trust to the Beneficiaries will result in an inclusion to the gross income of each Beneficiary of an amount equivalent to the number of common shares received multiplied by the adjusted basis per share in the hands of the BMXP Trust immediately before the distribution

Basis of the common shares received by the Beneficiary

It is our belief that pursuant to Section 643(e) of Internal Revenue Code, the basis of any common shares received by a Beneficiary in the distribution by the BMXP Trust shall be the adjusted basis of such common shares in the hands of the BMXP Trust immediately prior to the distribution.

DESCRIPTION OF SECURITIES

The following statements are qualified in their entirety by reference to the detailed provisions of our Certificate of Incorporation and Bylaws. The shares registered pursuant to the registration statement of which this prospectus is a part are shares of common stock, all of the same class and entitled to the same rights and privileges as all other shares of common stock.

Common Stock

We are authorized to issue 100,000,000 shares of common stock, par value $0.001 per share and 20,000,000 shares of preferred stock, par value $0.001 per share As of August 6, 2007, 23,151,396 shares of common stock were issued and outstanding and no shares of preferred stock were issued and outstanding.

The holders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Upon liquidation, dissolution or winding-up of the company, the holders of our common stock are entitled to share ratably in all assets of the company that are legally available for distribution, after payment of or provision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.

We do not presently have any options or warrants authorized or any securities that may be convertible into common stock or preferred stock.

We are subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware (“DGCL”). In general, the DGCL prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person becomes an interested stockholder, unless the business combination is approved in a prescribed manner. An “interested stockholder” is a person who, together with affiliates and associates, owns, or within the prior three years did own, 15% or more of the corporation's voting stock. This provision could make it more difficult for an “interested stockholder” to obtain control of us without the approval of the Board of Directors.

Dividend Policy

The holders of our common stock are entitled to receive dividends, if any, as may be declared by our board of directors out of legally available funds on a pro-rata basis. The company, however, has not declared or paid dividends on its common stock and the current policy of our board of directors is to retain earnings, if any, for the operation and expansion of the company.

SELLING SHAREHOLDERS

The following table sets forth the names of the Selling Shareholders, the number of shares of common stock beneficially owned by the Selling Shareholders and the number of shares of common stock, which may be offered for sale pursuant to this prospectus by the particular selling stockholder. The offered shares of common stock may be offered from time to time by each of the Selling Shareholders named below. However, the Selling Shareholders are under no obligation to sell all or any portion of the shares of common stock offered, nor are the Selling Shareholders obligated to sell any shares of common stock immediately under this prospectus. Particular Selling Shareholders may not have a preset intention of selling their shares and may offer less than the number of shares indicated. Because the Selling Shareholders may sell all or part of the shares of common stock offered hereby, no estimate can be given as to the number of shares of common stock that will be held by the Selling Shareholders upon termination of any offering made hereby.

Name of Selling Shareholder	Shares of Common Stock owned prior to Offering	Percent of Common Stock Owned Prior to offering	Shares of Common Stock to be Sold*	Shares of Common Stock Owned After Offering
BMXP Holdings, Inc. Shareholders Business Trust(1)(2)	11,212,384		11,212,384	0
Michael Scott Borish Robert Clark Roy Copeland Phillip Davis Ken Fisher Gordon Forbes	500,000 416,667 6,000 4,000 54,333 131,000		500,000 416,667 6,000 4,000 54,333 131,000	0 0 0 0 0 0
The Haag Family Trust	275,000		275,000	0
Ronald Paugh	562,500		562,500	0
Steven Kikuchi	100,000		100,000	0
Stephen Glick	100,000		100,000	0
Mark Srour	100,000		100,000	0
Richard Owen	42,162		42,162	0
Wesley Kikuchi	5,000		5,000	0
Stephen J. Reardon	1,000,000		1,000,000	0
Sleezer Family Trust Jeffrey Zimmerman Worldwide Trust Financial First Advisory LLC Glen Devore John P. Lauring Nutmeg / Mercury Fund John & Lucy Burns Trust	200,000 100,000 800,000 250,000 100,000 100,000 400,000 50,000		200,000 100,000 800,000 250,000 100,000 100,000 400,000 50,000	0 0 0 0 0 0 0 0

Assumes that all of the shares of common stock offered in this Prospectus are sold and no other shares of common stock are sold or issued during the offering period.

11,212,384 of the shares included herein are being distributed to the beneficiaries of the BMXP Holdings, Inc. Shareholders Business Trust a Nevada business trust.

David Koos is the sole trustee of the BMXP Holdings, Inc. Shareholders Business Trust. David Koos, and Brian Pockett own 24%, and 15% of the beneficial interest in the BMXP Holdings Shareholders Business Trust, respectively. David Koos and Brian Pockett will own 20.22%, and 7.98% of our common shares upon distribution based on 23,151,396 common shares outstanding as of July 30, 2007. David Koos is our Chairman of the Board of Directors, President, CEO, Secretary, and Acting CFO. Further, Brian Pockett is our Vice President, COO and Director. For these reasons, the shares held by Dr. Koos are “control securities” and Dr. Koos and Mr. Pockett will be required to file Form 144 and adhere to the requirements of Rule 144. In addition, both Dr. Koos and Mr. Pockett will need to comply with Section 16(a) of the Securities Exchange Act of 1934 and file Form 4 upon receipt of the shares and each will need to abide by the prohibitions against short-swing profits found in Section (b) of the same statute.

Except as stated above, none of the selling shareholders:

(1) Has had a material relationship with us other than as a shareholder at any time within the past three years

(2) Has ever been one of our officers or directors; or

(3) Are broker-dealers or are affiliated with broker-dealers.

PLAN OF DISTRIBUTION

The shares of common stock held by the Selling Shareholders stock will be offered solely by the Selling Shareholders. No underwriters are participating in this offering. To our knowledge, the selling stockholders have not made any arrangements with any brokerage firm for the sale of the shares. The selling stockholders have advised us that they presently intend to dispose of the shares through broker-dealers in ordinary brokerage transactions at market prices prevailing at the time of the sale. However, depending on market conditions and other factors, the selling stockholders may also dispose of the shares through private re-sales.

The selling stockholders, including Dr. Koos and Mr. Pockett, may be considered “underwriters” within the meaning of the Securities Act in connection with the sale of their shares. Any broker-dealers or agents who act in connection with the sale of the shares may also be deemed to be underwriters. Profits on any resale of the shares by selling stockholders and any discounts, commissions or concessions received by such broker-dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Because selling stockholders may be considered to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, the selling stockholders may be subject to the prospectus delivery requirements of Section 5 of the Securities Act for transactions involving the sale of our common stock.

The selling stockholders are subject to the applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M. Regulation M may limit the timing of purchases and sales of any of the shares of our common stock by selling stockholders and any other person distributing our common stock. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of shares of our common stock to engage in market-making activities with respect to the particular shares of common stock being distributed for a period beginning five business days prior to the commencement of such distribution and ending upon such person's completion of participation in the distribution. All of the foregoing may affect the marketability of our common stock and the ability of any person or entity to engage in market-making activities with respect to our common stock. Rules 101 and 102 of Regulation M, among other things, generally prohibit certain participants in a distribution from bidding for, purchasing or inducing any person to bid for or purchase any of the securities that are the subject of the distribution. Rule 104 of Regulation M governs bids and purchases made to stabilize the price of a security in connection with a distribution of the security.

The shares offered by selling stockholder are being registered pursuant to our contractual obligations and we have agreed to pay the expenses of the preparation of this prospectus.

Regarding all selling shareholders but the BMXP Trust:

The shares may be sold or distributed from time to time by the selling shareholders, directly to one or more purchasers or through brokers or dealers who act solely as agents or may acquire shares as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which my be changed. The distribution of the shares may be effected in one or more of the following methods:

(1) On such public markets or exchanges as the common stock may from time to time be trading;

(2) In privately negotiated transactions;

(3) Through the writing of options on the common stock;

(4) In short sales or long; or

(5) In any combination of these methods of distribution.

(6) The market price of our common stock prevailing at the time of sale;

(7) A price related to such prevailing market price of our common stock; or

(8) Such other price as the selling shareholders determine from time to time.

(9) The shares may also be sold in compliance with the Securities and Exchange Commission’s Rule 144.

The selling shareholders may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions. Any broker or dealer participating in such transactions as agent, may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. If applicable, the selling shareholders may distribute shares to one or more entities, who are unaffiliated with us. Such entities may, in turn, distribute such shares as described above.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. The estimated costs of the offering borne by the company for legal and accounting fees are $15,000.

The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act in the offer and sale of the common stock.

Regarding BMXP Trust and the Beneficiaries:

As soon as practicable after this Registration Statement is declared effective by the Securities and Exchange Commission, the BMXP Trust plans to distribute 11,212,384 of its common shares of us to the beneficiaries. The remainder of the shares held by the BMXP Trust are also being registered with the Securities and Exchange Commission and may be sold as described in the section of this prospectus captioned “Regarding all selling shareholders but the BMXP Trust”. The following information is applicable to the Beneficiaries.

Distributing Company	BMXP Holdings, Inc. Shareholders Business Trust
Property to be Distributed	11,212,384 common shares of Bio Matrix Scientific Group, Inc
Record Date	This distribution is to be made to May 28, 2007 shareholders of record of BMXP Holdings, Inc.
Distribution Date	As soon as practicable
Distribution Ratio	1 Common Share of Bio Matrix Scientific Group, Inc for every 3 shares of BMXP Holdings, Inc. common stock held as of the Record Date.
Distribution Agent/Transfer Agent	Signature Stock Transfer, Inc.
Relationship with BMXP Holdings, Inc. Shareholders Business Trust subsequent to the distribution	None

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our certificate of incorporation provides for our indemnification, to the fullest extent permitted or authorized by Florida general corporate law, of any officer, director, employee or agent of our company with respect to claims arising or asserted against such person by reason of him or her being or having been an officer, director, employee or agent of our company. Insofar as indemnification for liabilities arising under the Securities Act of 1933, known as the “Act,” is permitted to our directors, officers and controlling persons, pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

LEGAL MATTERS

The validity of the shares offered under this prospectus is being passed upon for us by William Aul, Esq.

EXPERTS

The financial statements for the year ended September 30, 2006 and included in this prospectus and registration statement have been audited by Chang Park, CPA an independent registered public accounting firm, to the extent and for the periods indicated in their report, and are included in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

The financial statements for the quarter ended March 31, 2007 and included in this prospectus and registration statement have been reviewed by Chang Park, CPA an independent registered public accounting firm, to the extent and for the periods indicated in their report, and are included in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

The financial statements for the year ended September 30, 2005 and included in this prospectus and registration statement have been audited by Armando Ibarra, CPA an independent registered public accounting firm, to the extent and for the periods indicated in their report, and are included in reliance upon such report and upon the authority of such firm as experts in accounting and auditing. Ibarra’s report is incorporated by reference.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, any interest, direct or indirect, in our company or any of our subsidiaries. Nor was any such person connected with us, or any of our subsidiaries, as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Transfer Agent

The transfer agent for our common stock is Signature Stock Transfer, Inc. Signature Stock Transfer Inc.’s address is 2301 Ohio Drive, Suite 100, Plano, Texas 75093 and telephone number is 972.612.4120.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form SB-2 under the Securities Act of 1933, relating to the shares of our common stock being offered by this prospectus. For further information pertaining to our common stock and the shares of common stock being offering by this prospectus, reference is made to such registration statement. This prospectus constitutes the prospectus we filed as a part of the registration statement and it does not contain all information in the registration statement, certain portions of which have been omitted in accordance with the rules and regulations of the SEC.

In addition, we will be subject to the informational requirements of the Securities Exchange Act of 1934, and, in accordance with such requirements, we will be required to file reports, proxy statements and other information with the SEC relating to our business, financial statements and other matters.Reports and proxy and information statements filed under Section 14(a) and 14(c) of the Securities Exchange Act of 1934 and other information filed with the SEC as well as copies of the registration statement can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and at the SEC’s Midwest Regional Offices at 500 West Madison Street, Chicago, Illinois 60606. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the SEC at its principal office at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1.800.SEC.0330 for further information on the operation of the public reference room. Such material may also be obtained electronically by visiting the SEC's web site on the Internet at http://www.sec.gov. We anticipate that our common stock will be quoted on The OTC Bulletin Board Market under the symbol BMSN.

Copies of our filings with the SEC will also be available, free of charge at www.sec.gov.

Report of Review of Independent Accounting Firm	F1
Balance Sheet as of March 31, 2007 (Unaudited)	F2
Statement of Income and Accumulated Deficit	F3
Statement of Cash Flows	F4
Notes to Financial Statements	F5
Report of Independent Accounting Firm	F8
Balance Sheet as of September 30, 2006	F9
Statement of Income and Accumulated Deficit	F10
Statement of Cash Flows	F11
Notes to the Financial Statements	F12

F-1

Chang G. Park, CPA, Ph. D.

t371 E STREETtCHULA VISTAtCALIFORNIA 91910-2615t

tTELEPHONE (858)722-5953tFAX (858) 408-2695tFAX (858) 764-5480

tE-MAIL changgpark@gmail.comt

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

Bio-Matrix Scientific Group, Inc. and Subsidiary

(Formerly Tasco International, Inc.)

(A Development Stage Company)

We have reviewed the consolidated accompanying balance sheet of Bio-Matrix Scientific Group, Inc. and Subsidiary (Formerly Tasco International, Inc) (A Development Stage “Company”) as of March 31, 2007, and the related consolidated statements of operation, changes in stockholders’ equity, and cash flows for the six months and three months ended March 31, 2007; and for the period from October 6, 1998 (inception) through March 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

May 8, 2007

Chula Vista, California

F-2

BIO-MATRIX SCIENTIFIC GROUP, IINC. AND SUBSIDIARY
(FORMARLY TASCO INTERNATIONAL)
(A Development Stage Company)
Consolidated Balance Sheets

ASSETS

	As of March 31, 2007 (Unaudited)			As of September 30, 2006


CURRENT ASSETS
Cash	$	147,705		$	22,641
Employee Receivable		3,000
Pre-paid Expenses		23,727			20,207
Total Current Assets		174,432			42,848

PROPERTY & EQUIPMENT		364,737			340,557

GOODWILL

Intangible Assets/Technology		-

Total Other Assets		25,726			29,127

TOTAL ASSETS	$	564,895		$	412,532



LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
Accounts payable	$	3,945		$	91,079
Loans from former parent		-			1,195,196
Due To/ From New Parent		-			-
Notes Payable		321,562			148,952
Accrued Payroll		-			-
Accrued Payroll Taxes		14,545			16,460
Accrued Interest		13,258			1,368
Accrued expenses		-			-

Total Current Liabilities		353,310			1,453,055

LONG TERM LIABILITIES		-			-
TOTAL LIABILITIES		353,310			1,453,055

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; 17,996,619 and 13,385,000
shares issued and outstanding as of March 31, 2007 and September 30, 2006, respectively		1,800			1339
Additional paid in Capital		32,609,035			30,375,584
Deficit accumulated during the development stage		(32,399,250	)		(31,417,446	)

Total Stockholders' Equity (Deficit)	$	211,585		$	(1,040,523	)

TOTAL LIABILITIES
& STOCKHOLDERS' EQUITY	$	564,895		$	412,532

The accompanying notes are an integral part of these financial statements

F-3

BIO-MATRIX SCIENTIFIC GROUP, IINC. AND SUBSIDIARY

(FORMARLY TASCO INTERNATIONAL)

(A Development Stage Company)

Consolidated Statement of Operations

(Unaudited)

													Inception
													(October 6, 1998)
	3 Months Ended			3 Months Ended			6 Months Ended			6 Months Ended			through
	March 31,			March 31			March 31,			March 31			March 31,
	2007			2006			2007			2006			2007
REVENUES
Sales	$	-		$	-		$	-		$	-		$	1,000
Total Revenues		-			-			-						1,000

COSTS AND EXPENSES		-
Research and Development		60,604						169,092						196,767
General and administrative		217,090			1,633			441,763			1,883			1,268,458
Depreciation and amortization		333						667						1,000
Consulting and professional fees		228,321						354,161						1,144,796
Impairment of goodwill & intangibles		-						-						29,777,222

Total Costs and Expenses		506,348			1,633			965,683			1,883			32,388,243


OPERATING LOSS		(506,348	)		(1,633	)		(965,683	)		(1,883	)		(32,387,243	)

OTHER INCOME & (EXPENSES)


Interest Expense		(9,509	)					(16,354	)					(17,722	)
Other Expense		(73	)		1			(73	)		13			(73	)
Interest Income		306						306						345
Other income		-						-						5,443

Total Other Income & (Expenses)		(9,276	)		1			(16,121	)		13			(12,007	)


NET INCOME (LOSS)	$	(515,624	)	$	(1,632	)		(981,804	)	$	(1870	)	$	(32,399,250	)


BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE	$	(0.03	)	$	(0.00	)		(0.06	)	$	(0.00	)	$	-

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		16,947,346			12,780,000			16,102,133			12.780,000			-

The accompanying notes are an integral part of these financial statements

F-4

BIO-MATRIX SCIENTIFIC GROUP INC. AND SUBSIDIARY

(FORMERLY TASCO INTERNATIONAL, INC.)

Consolidated Statement of Stockholders' Equity

From October 6, 1998 through March 31, 2007

(Unaudited)


							Additional		Deficit Accumulated
	Common						Paid-in		During the
	Shares			Amount			Capital		Development Stage				Total

Stock issued for cash October 6, 1998	1,000,000		$	100		$	(90	)	$			$	10
Stock issued for cash October 9, 1998	1,300,000			130			1,170						1,300
Stock issued for cash October 9, 1998	190,000			19			171						190
Stock issued for cash April 1, 1999	290,000			29			261						290
Net Loss October 6,1998 (inception)													-
through September 30, 1999										(295	)		(295	)
Balance September 30, 1999	2,780,000			278			1,512			(295	)		1,495

Stock issued for cash October 19, 1999	10,000,000			1,000			9,000						10,000
Net Loss October 1,1999													-
through September 30, 2000										(367	)		(367	)
Balance September 30, 2000	12,780,000			1,278			10,512			(662	)		11,128

Net Loss October 1, 2000													-
through September 30, 2001										(11,028	)		(11,028	)
Balance September 30, 2001	12,780,000			1,278			10,512			(11,690	)		100

Net Loss October 1, 2001													-
through September 30, 2002										(4,257	)		(4,257	)
Balance September 30, 2002	12,780,000			1,278			10,512			(15,947	)		(4,157	)

Net Loss October 1, 2002													-
through September 30, 2003										(4,328	)		(4,328	)
Balance September 30, 2003	12,780,000			1,278			10,512			(20,275	)		(8,485	)

Contributed Capital							12,362						12,362
Net Loss October 1, 2003													-
through September 30, 2004										(7,974	)		(7,974	)
Balance September 30, 2004	12,780,000			1,278			22,874			(28,249	)		(4,097	)

Contributed Capital							9,021						9,021
Net Loss October 1, 2004													-
through September 30, 2005										(6,667	)		(6,667	)
Balance September 30, 2005	12,780,000			1,278			31,895			(34,916	)		(1,743	)

Stock Cancelled June 13, 2006	(10,000,000	)		(1,000	)								(1,000	)
Stock issued June 13, 2006	10,000,000			1,000			28,999,000						29,000,000
Stock issued for services	305,000			31			759,719						759,750
Stock issued for Compensation	300,000			30			584,970						585,000
Net Loss October 1, 2005													-
through September 30, 2006										(31,382,530	)		(31,382,530	)
Balance September 30, 2006	13,385,000			1,339			30,375,584			(31,417,446	)		(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			32,035,693			(31,883,625	)		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		$	32,609,035		$	(32,399,249	)	$	211,585

The accompanying notes are an integral part of these financial statements

F-5

BIO-MATRIX SCIENTIFIC GROUP, INC. AND SUBSIDIARY

(FORMERLY TASCO INTERNATIONAL, INC.)

( A Development stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

													October 6, 1998
													(inception)
	6 Months Ended			6 Months Ended			3 Months Ended			3 Months Ended			through
	March 31,			March 31,			March 31,			March 31,			March 31,
	2007			2006			2007			2006			2007

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss)	$	(981,804	)	$	(1,870	)	$	(515,624	)		(1,632	)	$	(32,399,250	)
Adjustments to reconcile net loss to net cash (used in) provided
by operating activities:
Impairment of goodwill and intangible asset		-												29,777,222

Depreciation expense		667			-			333			-			1,000
Stock issued for compensation		189,894			-			88,414			-			774,894
Stock issued for services		347,612			-			235,078			-			1,107,362

Cancellation of Debt														(5,443	)
Stock issued to cancel debt plus accrued interest		376,209						125,000						376,209
Changes in operating assets and liabilities:											-
(Increase) decrease in receivables		(3,000	)					(2,926	)					(3,000	)
(Increase) decrease in prepaid expenses		(3,520	)					(23,727	)					(23,727	)
Increase (Decrease) in Accounts Payable		(87,134	)		(1,600	)		(50,278	)		(1,600	)		3,945
Increase (Decrease) in Accrued Expenses		9,976			-			14,805			-			27,804


( Increase) Decrease in Deposits		3,401						3,401						(25,726	)

*Net Cash Provided by (Used in) Operating Activities*		(147,699	)		(3,470	)		(125,524	)		(3,232	)		(388,710	)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of fixed assets		(24,847	)		-			-			-			(365,737	)
Purchases of Intangible assets					-			-			-			(29,777,222	)

*Net Cash Provided by (Used in) Investing Activities*		(24,847	)		-			-			-			(30,142,959	)

CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash		50						50						1,328

Additional paid in Capital		124,950			-			124,950			-			29,161,288

Principal borrowings on notes		172,610			-			133,238			-			321,562

Net borrowings from related parties		-			3,500			-			-			1,195,196

*Net Cash Provided by (Used in) Financing Activities*		297,610			3,500			258,238			-			30,679,374

*Net Increase (Decrease) in Cash*		125,064			30			132,714			(3,232	)		147,705

*Cash at Beginning of Period*		22,641			-			14,991			3,261			-

*Cash at End of Period*	$	147,705			-		$	147,705			30			147,705

*Supplemental Cash Flow Disclosures:*
Cash paid during period for interest	$	-			-					$	-		$	-
Cash paid during period for taxes	$	-			-					$	-		$	800

The accompanying notes are an integral part of these financial statements

F-6

BIO-MATRIX SCIENTIFIC GROUP, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to consolidated Financial Statements

As of March 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 June 3, 2006 the Company abandoned its efforts in the field of digital media production when it acquired 100% of the share capital of Bio-Matrix Scientific Group, Inc., a Nevada corporation (“BMSG”).

Bio-Matrix Scientific Group, Inc. 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 August 25, 2006, the Company amended its certificate of incorporation in order that it may change its name to Bio-Matrix Scientific Group, Inc.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

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

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

F-7

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 carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be not 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.

H. VALUATION OF GOODWILL

In accordance with SFAS No. 142, goodwill and other intangible assets with indefinite lives are not amortized, they are instead tested for impairment annually or whenever events or changes in circumstances indicate that the asset may be impaired. The Company performed an evaluation of goodwill and intangible assets in the fourth quarter of the twelve months ended September 30, 2006 which resulted in impairment charges of $29,777,222. The Company currently has $0 of goodwill.

NOTE 3. Property and equipment

Property and equipment as of March 31, 2007 consists of the following:

Acquisition cost:
Production Equipment	US$	93,315
Production Cleanroom		78,264
Leasehold improvement		188,981
Office equipment		3,057
Computer		2,120

Subtotal		365,737
Less accumulated depreciation		(1000	)
Total	US$	364,737

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 consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $32,399,250 during the period from October 6, 1998 (inception) through March 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. 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.

F-8

NOTE 6. INCOME TAXES

	As of March 31, 2007
Deferred tax assets:
Net operating tax carry forwards	$	11,015,745
Other		0

Gross deferred tax assets		11,,015,745
Valuation allowance		(11,015,745	)

Net deferred tax assets	$	0

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

NOTE 7. SCHEDULE OF NET OPERATING LOSSES

1998 Net Operating Loss	$	(295	)
1999 Net Operating Loss		(367	)
2000 Net Operating Loss		(11,028	)
2001 Net Operating Loss		(4,257	)
2002 Net Operating Loss		(4,328	)
2003 Net Operating Loss		(7,974	)
2004 Net Operating Loss		(6,667	)
2005 Net Operating Loss		(31,382,530	)
Three Months Ended December 31, 2006 Net Operating Loss		(466,179	)
Three Months Ended March 31, 2007 Net Operating Loss		(515,624	)
Net Operating Loss	$	(32,399,250	)

As of March 31, 2007 the Company has a net operating loss carryforward of approximately $32,399,250 which will expire 20 years from the date the loss was incurred.

NOTE 8. RELATED PARTY TRANSACTION

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

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

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. (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.

F-9

NOTE 9. STOCK TRANSACTIONS

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

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

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

On October 9, 1998, the Company issued 1,300,000 shares of common stock for cash at $0.001 per share.

On October 12, 1998, the Company issued 190,000 shares of common stock for cash at $0.001 per share.

On April 1, 1999, the Company issued 290,000 shares of common stock for cash at $0.001 per share.

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

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

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

On August 28, 2006 the Company issued 300,000 shares of common stock to consultants for services. Initially, 600,000 shares were issued in error, and 300,000shares were subsequently cancelled October 17, 2006.

On September 14, 2006 the Company issued 300,000 shares of common stock to management pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN

On September 14, 2006 the Company issued 5,000 shares of common stock to consultants for services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN.

On October, 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 shall 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.

F-10

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 27,033 Shares to two purchasers as consideration for services rendered valued at $6,758.

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

NOTE 10. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as of March 31, 2007:

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

* Common stock, $ 0.0001 par value; 100,000,000 shares authorized: 17,996,619 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 for the twelve months ended November 30, 2006,

$19,498 per month for the twelve months ended November 30, 2007,

$20,084 per month for the twelve months ended November 30, 2008,

$20,687 per month for the twelve months ended November 30, 2009, and

$21,307 per month for the twelve months ended November 30, 2010.

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. The Company is also responsible to pay its pro rata portion of common charges such as property taxes and insurance.

F-11

Minimum Lease Commitments

For the fiscal years ended on September 30,

2007	$	232,842
2008	$	239,936
2009	$	247,038
2010	$	254,444
2011	$	42,614

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.

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

NOTE 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.

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

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 ).

F-12

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 March 31, 2007 -- 1,362,114 shares have been issued pursuant to the Plan

			Number of
			Shares
As of March 31, 2007:

Granted			1,362,114*
Remaining shares available for issuance under the Plan as of March 31, 2007			137,886

*Does not include 300,000 shares which were issued erroneously and subsequently cancelled

NOTE 14. SUBSEQUENT EVENTS.-

On April 4, 2007, the Company issued 240,666 common shares (“Shares”) for cash consideration of $60,166.

The net proceeds of the sale of shares sold for cash consideration, which were $60,166, will be utilized for general working capital purposes.

On April 4, 2007, the Company issued 27,033 Shares to two purchasers as consideration for services rendered valued at $6,758.

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

F-13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS

BIO-MATRIX SCIENTIFIC GROUP, INC.

(FORMERLY TASCO INTERNATIONAL, INC.)

(A DEVELOPMENT STAGE COMPANY)

WE HAVE AUDITED THE ACCOMPANYING CONSOLIDATED BALANCE SHEET OF BIO-MATRIX SCIENTIFIC GROUP, INC. AND SUBSIDIARY (FORMERLY TASCO INTERNATIONAL, INC.) (A DEVELOPMENT STAGE “COMPANY”) AS OF SEPTEMBER 30, 2006 AND THE RELATED CONSOLIDATED STATEMENTS OF OPERATIONS, CHANGES IN SHAREHOLDERS’ EQUITY AND CASH FLOWS FOR THE YEAR THEN ENDED, AND FOR THE PERIOD FROM OCTOBER 6, 1998 (INCEPTION) TO SEPTEMBER 30, 2006. THESE CONSOLIDATED FINANCIAL STATEMENTS ARE THE RESPONSIBILITY OF THE COMPANY’S MANAGEMENT. OUR RESPONSIBILITY IS TO EXPRESS AN OPINION ON THESE CONSOLIDATED FINANCIAL STATEMENTS BASED ON OUR AUDIT. THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AS OF SEPTEMBER 30, 2005, AND FOR THE PERIOD FROM OCTOBER 6, 1998 (INCEPTION) TO SEPTEMBER 30, 2005 WERE AUDITED BY OTHER AUDITORS WHOSE REPORT DATED DECEMBER 28, 2005, EXPRESSED AN UNQUALIFIED OPINION ON THOSE STATEMENTS. THEIR REPORT INCLUDED AN EXPLANATORY PARAGRAPH REGARDING GOING CONCERN.

WE CONDUCTED OUR AUDIT IN ACCORDANCE WITH THE STANDARDS OF THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD (UNITED STATES). THOSE STANDARDS REQUIRE THAT WE PLAN AND PERFORM THE AUDIT TO OBTAIN REASONABLE ASSURANCE ABOUT WHETHER THE FINANCIAL STATEMENTS ARE FREE OF MATERIAL MISSTATEMENT. 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. WE BELIEVE THAT OUR AUDIT PROVIDES A REASONABLE BASIS FOR OUR OPINION.

IN OUR OPINION, THE CONSOLIDATED FINANCIAL STATEMENTS REFERRED TO ABOVE PRESENT FAIRLY, IN ALL MATERIAL RESPECTS, THE CONSOLIDATED FINANCIAL POSITION OF BIO-MATRIX SCIENTIFIC GROUP, INC. AND SUBSIDIARY AS OF SEPTEMBER 30, 2006, AND THE RESULTS OF ITS OPERATION AND ITS CASH FLOWS FOR THE YEAR THEN ENDED AND FOR THE PERIOD FROM 6, 1998 (INCEPTION) TO SEPTEMBER 30, 2005 IN CONFORMITY WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.

THE 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’S LOSSES FROM OPERATIONS RAISE SUBSTANTIAL DOUBT ABOUT ITS ABILITY TO CONTINUE AS A GOING CONCERN. THE CONSOLIDATED FINANCIAL STATEMENTS DO NOT INCLUDE ANY ADJUSTMENTS THAT MIGHT RESULT FROM THE OUTCOME OF THIS UNCERTAINTY.

S/CHANG G.PARK

____________________

CHANG G. PARK, CPA

JANUARY 4, 2007

SAN DIEGO, CA. 91910

F-14

BIO-MATRIX SCIENTIFIC GROUP, INC. AND SUBSIDIARY

(FORMERLY TASCO INTERNATIONAL, INC.)

(A Development Stage Company)

Consolidated Balance Sheets

	As of			As of
	September 30,			September 30,
	2006			2005
ASSETS
Current Assets
Cash	$	22,641		$	-
Prepaid expenses		20,207			-
Total Current Assets		42,848			-
Property & Equipment, net		340,557			-
Other Asset-Security deposit		29,127			-
TOTAL ASSETS	$	412,532		$	-

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	91,079		$	1,743
Loan from former parent		1,195,196			-
Notes payable		148,952			-
Accrued taxes		16,460			-
Accrued interest		1,368			-
Total Current Liabilities		1,453,055			1,743
TOTAL LIABILITIES		1,453,055			1,743

Stockholders' Equity (Deficit)

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; 13,385,000 and 12,780,000 shares issued and outstanding as of September 30, 2006 and 2005)		1,339			1,278
Additional paid-in capital		30,375,584			31,895
Deficit accumulated during development stage		(31,417,446	)		(34,916	)
Total Stockholders' Equity (Deficit)		(1,040,523	)		(1,743	)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	412,532		$	-

The accompanying Notes are an integral part of these financial statements

F-15

BIO-MATRIX SCIENTIFIC GROUP, INC. AND SUBSIDIARY
(FORMERLY TASCO INTERNATIONAL, INC.)
(A Development Stage Company)
Consolidated Statements of Operations
	Year Ended September 30, 2006			Year Ended September 30, 2005			October 6, 1998 (inception) through September 30, 2006

Revenues
Revenues	$	-		$	-		$	1,000

Total Revenues		-			-			1,000

Cost and expenses
Research and development		27,675						27,675
General and administrative		790,754			6,667			826,695
Depreciation and amortization		333						333
Consulting and professional fees		790,635						790,635
Impairment of goodwill and intangible assets		29,777,222			-			29,777,222

Total cost and Expenses		31,386,619			6,667			31,422,560

Other Income & (Expenses)
Cancellation of debts		5,443						5,443
Interest income		14						39
Interest expense		(1,368	)		-			(1,368	)

Total Other Income & (Expenses)		4,089			-			4,114

Net Loss	$	(31,382,530	)	$	(6,667	)	$	(31,417,446	)

Basic loss per share	$	(2.45	)	$	(0.00	)

Weighted average number of
common shares outstanding		12,820,493			12,780,000

The accompanying Notes are an integral part of these financial statements

F-16

BIO-MATRIX SCIENTIFIC GROUP, INC. AND SUBSIDIARY
(FORMERLY TASCO INTERNATIONAL, INC.)
(A Development Stage Company)
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
From October 6, 1998 (inception) through September 30, 2006
	Common Stock			Common Stock Amount			Additional Paid - in Capital			Deficit Accumulated During Development Stage			Total

Stock issued for cash on October 6,
1998 @ $0.0001 per share	1,000,000		$	100		$	(90	)	$	-		$	10

Stock issued for cash on October 9,
1998 @ $0.0001 per share	1,300,000			130			1,170			-			1,300

Stock issued for cash on October 12,
1998 @ $0.0001 per share	190,000			19			171			-			190

Stock issued for cash on April 1,
1999 @ $0.0001 per share	290,000			29			261			-			290

Net loss, October 6, 1998 (inception)
through September 30, 1999										(295	)		(295	)

Balance, September 30, 1999	2,780,000			278			1,512			(295	)		1,495

Stock issued for cash on October 19,
1999 @ $0.01 per share	10,000,000			1,000			9,000						10,000

Net loss, October 1, 1999 through
September 30, 2000										(367	)		(367	)

Balance, September 30, 2000	12,780,000			1,278			10,512			(662	)		11,128

Net loss, October 1, 2000 through
September 30, 2001										(11,028	)		(11,028	)

Balance, September 30, 2001	12,780,000			1,278			10,512			(11,690	)		100

Net loss, October 1, 2001 through
September 30, 2002										(4,257	)		(4,257	)

Balance, September 31, 2002	12,780,000			1,278			10,512			(15,947	)		(4,157	)

Net loss, October 1, 2002 through
September 30, 2003										(4,328	)		(4,328	)

Balance, September 30, 2003	12,780,000			1,278			10,512			(20,275	)		(8,485	)

Contributed capital							12,362						12,362

Net loss, October 1, 2003 through
September 30, 2004										(7,974	)		(7,974	)

Balance, September 30, 2004	12,780,000			1,278			22,874			(28,249	)		(4,097	)

Contributed capital							9,021						9,021

Net loss, October 1, 2004 through
September 30, 2005										(6,667	)		(6,667	)

Balance, September 30, 2005	12,780,000		$	1,278		$	31,895		$	(34,916	)	$	(1,743	)

Stock cancelled June 13, 2006	(10,000,000	)		(1,000	)		-						(1,000	)

Stock issued June 13, 2006	10,000,000			1,000			28,999,000						29,000,000

Stock issued for services	305,000			31			759,719						759,750

Stock issued for compensation	300,000			30			584,970						585,000

Net loss, October 1, 2005 through
September 30, 2006										(31,382,530	)		(31,382,530	)

Balance, September 30, 2006	13,385,000		$	1,339		$	30,375,584		$	(31,417,446	)	$	(1,040,523	)

The accompanying Notes are an integral part of these financial statements

F-17

BIO-MATRIX SCIENTIFIC GROUP, INC. AND SUBSIDIARY
(FORMERLY TASCO INTERNATIONAL, INC.)
(A Development Stage Company)
Consolidated Statements of Cash Flows
	Year Ended September 30, 2006			Year Ended September 30, 2005			October 6, 1998 (inception) through September 30, 2006

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(31,382,530	)	$	(6,667	)	$	(31,417,446	)
Adjustments to reconcile net loss to net cash (used in) provided
by operating activities:
Impairment of goodwill and intangible asset		29,777,222						29,777,222
Depreciation expense		333			-			333
Stock issued for compensation		585,000			-			585,000
Stock issued for services		759,750			-			759,750
Cancellation of debts		(5,443	)					(5,443	)
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses		(20,207	)		-			(20,207	)
Increase (Decrease) in Accounts Payable		89,336			(2,669	)		91,079
Increase (Decrease) in Accrued Expenses		17,828			-			17,828
( Increase) Decrease in Deposits		(29,127	)		-			(29,127	)

*Net Cash Provided by (Used in) Operating Activities*		(207,838	)		(9,336	)		(241,011	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of fixed assets		(340,890	)		-			(340,890	)
Purchases of Intangible assets		(29,777,222	)		-			(29,777,222	)

*Net Cash Provided by (Used in) Investing Activities*		(30,118,112	)		-			(30,118,112	)

CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash		-						1,278
Additional paid in Capital		29,004,443			9,021			29,036,338
Principal borrowings on notes		148,952			-			148,952
Net borrowings from related parties		1,195,196			-			1,195,196

*Net Cash Provided by (Used in) Financing Activities*		30,348,591			9,021			30,381,764

*Net Increase (Decrease) in Cash*		22,641			(315	)		22,641

*Cash at Beginning of Year*		-			315			-

*Cash at End of Year*	$	22,641		$	-			22,641
*Supplemental Cash Flow Disclosures:*
Cash paid during period for interest	$	-		$	-		$	-
Cash paid during period for taxes	$	800		$	800		$	800

Significant non cash disclosure items:		-
Stock issued for services and compensation		1,344,750						1,344,750
Increase in goodwill and intangible assets		29,777,222						29,777,222

The accompanying Notes are an integral part of these financial statements

F-18

BIO-MATRIX SCIENTIFIC GROUP, INC. AND SUBSIDIARY

(Formerly Tasco International, Inc.)

(A Development Stage Company)

Notes to consolidated Financial Statements

As of September 30, 2006

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.

On June 3, 2006 the Company abandoned its efforts in the field of digital media production when it acquired 100% of the share capital of Bio-Matrix Scientific Group, Inc., a Nevada corporation.

Bio-Matrix Scientific Group, Inc. (“BMSG”) is a development stage company in the business of designing, developing, and marketing medical devices, specifically disposable instruments used in stem cell extraction and tissue transfer procedures and operating cryogenic cellular storage facilities, specifically stem cell banking facilities. BMSG is the Company’s only subsidiary and operating entity at this time.

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

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

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 of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

F-19

G. BASIC EARNINGS (LOSS) PER SHARE

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.

H. VALUATION OF GOODWILL

NOTE 3. PROPERTY AND EQUIPMENT

Property and equipment as of September 30, 2006 consists of the following:

	2006
Acquisition cost:
Production Equipment	US$	93,315
Production Cleanroom		56,917
Leasehold improvement		185,482
Office equipment		3,057
Computer		2,668
Subtotal		341,439
Less accumulated depreciation		882
Total	US$	340,557

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 expire 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 $31,417,446during the period from October 6, 1998 (inception) through September 30 2006. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management plans to raise additional funds through debt or equity offerings. Management 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 September 30, 2006

Deferred tax assets:
Net operating tax carry forwards	$	10,989,122
Other		0

Gross deferred tax assets		10,989,122
Valuation allowance		(10,989,122	)

Net deferred tax assets	$	0

F-20

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

NOTE 7. SCHEDULE OF NET OPERATING LOSSES

1998 Net Operating Loss	$	(295	)
1999 Net Operating Loss		(367	)
2000 Net Operating Loss		(11,028	)
2001 Net Operating Loss		(4,257	)
2002 Net Operating Loss		(4,328	)
2003 Net Operating Loss		(7,974	)
2004 Net Operating Loss		(6,667	)
2005 Net Operating Loss		(31,382,530	)

Net Operating Loss	$	(31,417, 446	)

As of September 30, 2006 the Company has a net operating loss carry forward of approximately $31,417, 446, which will expire 20 years from the date the loss was incurred.

NOTE 8. RELATED PARTY TRANSACTION

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

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. (See Note 12).

NOTE 9. STOCK TRANSACTIONS

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

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

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

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

F-21

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

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

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

On September 14, 2006 the Company issued 300,000 shares of common stock to management pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN

On September 14, 2006 the Company issued 5,000 shares of common stock to consultants for services.

On October, 6, 2006 the Company issued 8,850 shares of common stock to consultants for services.

On October 12, 2006, the Company shall 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.

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 October 11, 2006 the Company issued 43,000 shares of common stock to consultants for services.

On December 5, 2006 the Company issued 8,554 shares of common stock to a consultant for services.

NOTE 10. STOCKHOLDERS' EQUITY

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

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

* Common stock, $ 0.0001 par value; 100,000,000 shares authorized: 13,385,000 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

2006	$	227,739
2007	$	234,562
2008	$	241,611
2009	$	248,864
2010	$	234,377

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”).

F-22

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

NOTE 13. TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN

(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;

As of September 30, 2006, 605,000 shares have been issued pursuant to the Plan*

F-23

			Number of
			Shares
Twelve months ended September 30, 2006:

Granted			605,000*

Remaining shares available for issuance under the Plan as of September 30, 2006			895,000

*Does not include 300,000 shares which were issued erroneously and subsequently cancelled

As of December 11, 2006, an additional 85,404 common shares were issued pursuant to the Plan.

NOTE 14. SUBSEQUENT EVENTS

Between August 24, 2006 and November 10, 2006, the Company borrowed $246,744 from Bio-Technology Partners Business Trust. These loans carried interest at the rate of 10% and were due and payable in accordance with the following schedule:

August 23, 2007

August 24, 2007

August 30, 2007

September 5, 2007

September 7, 2007

September 12, 2007

September 13, 2007

September 21, 2007

September 28, 2007

October 5, 2007

October 11, 2007

October 12, 2007

October 18, 2007

November 8, 2007

November 9, 2007

$23,683.00

$16,667.21

$ 7,077.59

$26,122.00

$ 787.50

$ 7,269.87

$ 1,900.00

$12,085.72

$ 6,128.93

$ 2,200.00

$ 6,075.50

$28,754.53

$23,751.63

$14,000.00

$ 6,120.57

$ 982.12

$ 7,186.15

$52,051.90

$ 3,900.00

On October 11, 2006, the Company entered into an Agreement with BMXP Holdings, Inc (“BMXP”) (“Agreement”) whereby the Company shall issue 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.

F-24

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.			Common Stock
__________________________________

TABLE OF CONTENTS

SUMMARY INFORMATION			_________________ PROSPECTUS _________________ Dated: _____, 2007
RISK FACTORS
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
DESCRIPTION OF BUSINESS
DESCRIPTION OF PROPERTY
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SELLING STOCKHOLDERS
DESCRIPTION OF SECURITIES
PLAN OF DISTRIBUTION
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
LEGAL PROCEEDINGS
EXPERTS
INTEREST OF NAMED EXPERTS AND COUNSEL
AVAILABLE INFORMATION
INDEX TO FINANCIAL STATEMENTS F-1

F-25

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware law provides for indemnification relating to the liability of directors. These provisions eliminate a director’s personal liability for monetary damages resulting from a breach of their services and fiduciary duties to the Company, except in circumstances involving wrongful acts, such as:

·	any breach of the director’s duty of loyalty;
·	acts or omissions which involve a lack of good faith, intentional misconduct or a knowing violation of the law;
·	payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law; or
·	any transaction from which the director derives an improper personal benefit.

These provisions do not limit or eliminate our rights or any stockholder’s rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of director’s fiduciary duty. These provisions will not alter a director’s liability under federal securities laws.

As permitted by the Delaware General Corporation Law, our Articles of Incorporation require us to indemnify our directors and executive officers to the fullest extent not prohibited by the Delaware law. We may limit the extent of such indemnification by individual contracts with our directors and executive officers. Further, we may decline to indemnify any director or executive officer in connection with any proceeding initiated by such person or any proceeding by such person against us or our directors, officers, employees or other agents, unless such indemnification is expressly required to be made by law or the proceeding was authorized by our Board of Directors. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION

The following table sets forth the estimated expenses in connection with the offering described in this registration statement:

SEC registration fee	$	188.68
Printing and engraving expenses	$	15,000.00
Legal fees and expenses	$	26,000.00
Accounting fees and expenses	$	10,000.00
Miscellaneous	$	3,000.00
Total	$	$54,188.68

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

On June 13, 2006, We issued 10,000,000 shares of common stock into Escrow in connection with the acquisition of BSMG. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. The consideration for these shares was 100% of the outstanding share capital of BMSG.

The shares were offered directly through our 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 Sale of 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 17, 2006 We 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, we 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 us. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.

As further consideration to BMXP Holdings, Inc. Holdings Inc. for entering into this agreement with us whereby 1,462,570 common shares were to be issued in full satisfaction of debts owed (“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 Holdings, Inc. shall have the right, upon written demand to the Company (“Registration Demand”), to cause us , within ninety days of the Registration Demand, to prepare and file with the United States Securities and Exchange Commission 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 Holdings, Inc. (“Registerable Securities”), in order that the Registerable Securities may be distributed to BMXP Holdings, Inc. 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 Holdings, Inc.), 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 Holdings, Inc. has transferred ownership of the Registerable Securities in trust for the BMXP Holdings, Inc. Record Shareholders

On December 5, 2006 we 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.

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 Sale of shares.

On March 9, 2007 we 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 us to Bio-Technology Partners Business Trust.

No underwriters were retained to serve as placement agents for the sale. The 500,000 shares of common stock were sold directly through our management . No commission or other consideration was paid in connection with the sale of the 500,000 shares of common stock.

The offer and sale of the 500,000 shares of common stock was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.

During the period beginning January 1, 2007 and ending April 4, 2007, we 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. We estimate that these net proceeds will not be sufficient to fulfill our capital needs through the next twelve months.

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

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.

ITEM 27. EXHIBITS

Exhibit
No.	Description of Exhibit

3.1	Certificate of Incorporation of Bio Matrix Scientific Group, Inc.(then known as Tasco International)(1)
3.2	Amendment to Certificate of Incorporation of Bio Matrix Scientific Group, Inc.
3.2	Bylaws(2)
4.1	Specimen Copy of Stock Certificate (To be filed by Amendment)
5.1	Opinion of William Aul , Esq. (To be filed by amendment)
8	Opinion of Herman H. Pettegrove, Esq. (To be filed by Amendment)
10.1	Agreement by and between Tasco Holdings International, Inc and Bio Matrix Scientific Group, Inc.(now known as BMXP Holdings, Inc.(3)
10.2	Lease by and between Bio Matrix Scientific Group, Inc.(a Nevada Corporation) and
23.1	Opinion by Chang G. Park, C.P.A.
23.2	Consent of Independent Accountant, Armando Ibarra(5)
23.3	Consent of William M. Aul, Esq.
23.4	Consent of Herman H. Pettegrove, Esq. (To be filed by Amendment)

(1) Incorporated by Reference. Filed as Exhibit 3(i) of our Form 10SB12G filed on January 2, 2001

(2) Incorporated by Reference. Filed as Exhibit 3(ii) of our Form 10SB12G filed on January 2, 2001

(3) Incorporated by Reference. Filed as Exhibit 99.1 of the Form 8-K filed by us on June 16, 2006

(4) Incorporated by Reference to the Form 10-KSB for the fiscal year ended September 30, 2005.

(5) Incorporated by Reference. Filed as Exhibit 23 of our Form 10K-SB for the fiscal year ended September 30, 2006.

ITEM 28. UNDERTAKINGS

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) Reflect in the prospectus any facts or events which, individually or together, 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) 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% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) 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.

(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 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. Undertaking Required by Regulation S-B, Item 512(e).

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons 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 Securities Act of 1933 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 that 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this registration statement to be signed on our behalf by the undersigned in the City of San Diego on July 31, 2007.

	BIO-MATRIX SCIENTIFIC GROUP, INC.

	By:	/s/ David R. Koos
		David R. Koos, President, CEO, Secretary, Acting CFO and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints, David Koos and his true and lawful attorney in fact and agent acting alone, with full powers of substitution and resubstitution, for his or her and in his or her name, place and stead, in any and all capacities, this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ David R. Koos	President, Treasurer, Chief	July 31, 2007
David Koos	Executive Officer, Secretary and
	Director

/s/ Brian Pockett	Chief Operations Officer and	July 31, 2007
Brian Pockett	Director

Exhibits

Exhibit No.		Description of Exhibit

3(i)		Certificate of Incorporation (as filed on January 2, 2001) incorporated from Form 10-SB

3(i)(a)		Amendment to Certificate of Incorporation (as incorporated from Form DEF 14C filed on August 11, 2006)

3(ii)		By-Laws (as incorporated from Form 10-SB filed on January 2, 2001)

5		Opinion on Legality (William M. Aul) (To be provided by Amendment)

8		Opinion on Tax Matters (Herman H. Pettegrove, Esq.)

10.1		Agreement RE: Issuance of 1,462,570 shares to BMXP Holdings, Inc. (as incorporated from Form 8-K as filed on October 12, 2006)

10.2		Agreement with Bio Technology Business Partners Trust of December 5, 2006 (as incorporated from Exhibit 10 of Form 8-K as filed on December 8, 2006)

10.3		Agreement with BMXP Holdings (RE: Issuance of 1,462,570 shares) (as incorporated from Exhibit 10 to Form 8-K filed on October 12, 2006)

10.4		Tasco Agreement with Dr. Geoffrey O’Neill (dated August 9, 2006) (as incorporated from Exhibit 10 of Form 8-K filed on August 14, 2006)

10.5		Lease of Real Property

10.6		Cord Blood Agreement

14		Code of Ethics (as incorporated from Schedule 14C as filed on August 11, 2006)

23.1		Consent of Independent Accountants

23.2		Consent of Legal Counsel (To be filed upon Amendment)