DELAWARE
|
|
3841
|
|
33-0824714
|
(State
or other jurisdiction of
incorporation or organization)
|
|
(Primary
Standard Industrial
Classification Code Number)
|
|
(I.R.S.
Employer Identification
No.)
|
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
|
|
5 | |
7 | |
10 | |
10 | |
11 | |
12 | |
13 | |
16 | |
18 | |
18 | |
19 | |
22 | |
23 | |
23 | |
24 | |
25 | |
26 | |
27 | |
27 | |
27 | |
27 | |
27 | |
27 |
Balance
Sheet
Data
|
|
As
of September 30,
2007
|
As
of September 30,
2006
|
Total
Current
Assets
|
$55,408
|
$42848
|
Total
Assets
|
$443,823
|
$412,532
|
Total
Current
Liabilities
|
$107,197
|
$1,453,055
|
Total
Liabilities
|
$107,197
|
$1,453,055
|
Shareholder's
Equity (
Deficit)
|
$336,626
|
$(1,040,523
)
|
|
|
|
Operating
Information
|
|
|
|
For
the twelve months
ended
September 30,
2007
|
For
the nine months
ended
September 30,
2006
|
|
Revenues
|
$0
|
$0
|
|
Total
Operating
Expenses
|
$ 2,429,343
|
$ 2,050,882
|
|
Net
Loss per common
share
|
$0.13
|
$0.19
|
|
Weighted
Average number of shares
outstanding
|
18,397,245
|
10,960,440
|
|
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”. These include risks
associated with a new business enterprise, the introduction of
new
products, and regulatory risks are
significant.
|
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
|
Common
Stock outstanding after the
offering
|
23,151,396
|
Equipment | 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
|
$
|
25,000
|
||
Flow
Cytometer
|
$
|
175,000
|
||
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
|
$
|
661,000
|
Equipment | 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
|
$
|
275,000
|
Title | Estimated Annual Compensation | ||||
Director of
Labs
|
$
|
120,000
|
|||
Director of
Quality & Assurance
|
$
|
75,000
|
|||
Adm.
Director
|
$
|
75,000
|
|||
Dir.
Of Engineering / Production
|
$
|
85,000
|
|||
Lab
Tech
|
$
|
65,000
|
|||
Lab
Tech
|
$
|
65,000
|
|||
Customer
Service Representative.
|
$
|
45,000
|
|||
Director
of Market & Sales
|
$
|
100,000
|
|||
Facility
Manager / Receiving & Shipping
|
$
|
60,000
|
|||
Support
Staff
|
$
|
50,000
|
|||
Total
|
$
|
740,000
|
October
1, 2005 to September 30, 2006
|
High
|
Low
|
First
Quarter
|
3.00
|
3.00
|
Second
Quarter
|
3.00
|
1.50
|
Third
Quarter
|
3.05
|
1.01
|
Fourth
Quarter
|
3.20
|
1.25
|
October
1, 2006 to September 30, 2007
|
||
First
Quarter
|
2.00
|
.36
|
Second
Quarter
|
.80
|
.50
|
Third
Quarter
|
1.20
|
.50
|
Fourth
Quarter
|
.18
|
.69
|
October
1, 2007 to December 31, 2007
|
||
First
Quarter
|
.25
|
.16
|
(a) | the cryogenic storage of stem cells and |
(b)
|
the
development of medical devices
used in live tissue transfer and stem cell research. Live tissue
transfer
is the process of harvesting, treating, and re- injecting tissue
without
damaging precious living cells, potentially increasing the chance
of
tissue surviving once transplanted to a donor
site.
|
Name
|
Age
|
Position
|
|||
David
R. Koos
|
49
|
Chairman
of the Board of Directors, President, CEO, Secretary, and Acting
CFO
|
|||
Brian
Pockett
|
53
|
Vice
President and COO, Director
|
Position:
|
Company
Name:
|
Employment
Dates:
|
Chairman,
President, CEO and Acting CFO
|
Bio-Matrix
Scientific Group,
Inc.
|
June
14, 2006 (Chairman) to Present
June
19, 2006 (President, CEO and Acting CFO)
June
19, 2006(Secretary) to Present
|
Chairman,
Chief Executive Officer, Secretary &
Acting
Chief Financial Officer
|
Frezer
Inc.
|
May
2, 2005 to February
2007
|
Chairman,
Chief Executive Officer, Secretary &
Acting
Chief Financial Officer
|
BMXP
Holdings, Inc.
BMSG
|
December
6, 2004 to Present
|
Managing
Director & President
|
Cell
Source Research Inc.
|
December
5, 2001 to Present
|
Managing
Director & President
|
Venture
Bridge Inc.
|
November
21, 2001 to Present
|
Member
of the Board of Directors, Chief Financial Officer &
Secretary
|
Cell
Bio-Systems Inc.
(New
York)
|
July
17, 2003 to December 1, 2003
|
Registered
Representative
|
Amerivet
Securities Inc.*
|
March
31, 2004 to Present
(Previously
employed: November, 2000 to
May,2002)
|
Position:
|
Company
Name:
|
Employment
Dates:
|
Vice
President, COO and Director
|
Bio-Matrix
Scientific Group, Inc.
|
June
19, 2006 (Vice President and COO) to Present
June
14, 2006 (Director) to Present
|
Managing
Director & Chief Operating Officer
|
Frezer
Inc.
|
May
2, 2005 to February 2007
|
Managing
Director & Chief Operating Officer
|
BMXP
Holdings, Inc.
BMSG
|
December
6, 2004 to Present
|
Business
Development Consultant
|
Cell
Bio-Systems Inc.
(New
York)
|
April
1, 2003 to November 30, 2004
|
Sales
& Marketing Consultant
|
North
County Times
|
July
1, 2002 to March 15, 2003
|
Independent
Magazine Contractor
|
DaVinci
|
January
1, 2000 to June 30, 2002
|
Independent
Magazine Contractor
|
Digital
Diner
|
January
1, 2000 to June 30, 2002
|
Independent
Magazine Contractor
|
Shock
Waves
|
January
1, 2000 to June 30, 2002
|
Position:
|
Company
Name:
|
Employment
Dates:
|
Chief
Scientific Advisor
|
Bio-Matrix
Scientific Group, Inc.
|
August
9, 2006 to present
|
President
|
Frezer
Inc., San Diego , CA
|
May
2, 2005 to present
|
President
|
BMXP
Holdings, Inc.. San Diego, CA
|
March,
2005 to present
|
Consultant
in Biotechnology
|
Self
employed, Tarpon Springs FL
|
July,
2004 to March, 2005
|
Laboratory
and Scientific Director
|
Cryo-Cell
International Inc, Clearwater, FL
|
April,
1999 to June, 2004
|
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
|
$292,500
|
SUMMARY
COMPENSATION TABLE
|
|||||||||
Name
and principal position
|
Year
|
Salary($)
|
Bonus($)
(b)
|
Stock
Awards($)
(c)
|
Option
Awards($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
(d)
|
Total
($)
|
Dr.
David Koos
Chairman,
CEO and President
|
October
1, 2006
to
September 30,
2007
|
$10,000*
|
$8,000
|
$197,600
|
$4,446
|
$220,046
|
|||
Mr.
Brian Pockett
Vice
President,
COO
and Director
|
October
1, 2006
to
September 30,
2007
|
$49,000
|
$6,400
|
$76,550
|
$12,800
|
$144,750
|
Title
of Class
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Owner
|
Percent
of Class
|
Common
|
David
R. Koos (a)(b)
C/o
Bio-Matrix Scientific Group, Inc
8885
REHCO RD.SAN DIEGO CA92121
|
13,206,955
|
56.45%
|
Common
|
Brian
Pockett
(a)
C/o
Bio-Matrix Scientific Group, Inc
8885
REHCO RD.SAN DIEGO CA92121
|
1,766,720
|
759%
|
Common
|
BMXP
Holdings Shareholder Business Trust
1010
University Ave #40, San Diego, CA 92103
|
11,462,570
|
48.99%
|
Common
|
All
Officers and Directors
As
a
Group(a)(b)(c)
|
13,378,915
|
57.85%
|
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
|
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
|
28 | |
Balance
Sheet as of September 30,
3007 and September 30, 2006
|
29 |
Statement
of
Operations
|
30 |
Consolidated
Statements of
Stockholders Equity
|
31 |
Consolidated
Statements of Cash
Flows
|
32 |
Notes
to Financial
Statements
|
33 |
BIO-MATRIX
SCIENTIFIC GROUP,
INC.
|
|
||||||||
(Formerly
Tasco International,
Inc.)
|
|
||||||||
(A
Development Stage
Company)
|
|
||||||||
Balance
Sheet
|
|
||||||||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
ASSETS
|
|
||||||||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
As
of
September
30,
2007
|
|
|
As
of
September
30,
2006
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
CURRENT
ASSETS
|
|
|
|
|
|
|
|||
Cash
|
|
$
|
44,110
|
|
|
$
|
22,641
|
|
|
Pre-paid
Expenses
|
|
|
11,298
|
|
|
|
20,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Current
Assets
|
|
|
55,408
|
|
|
|
42,848
|
|
|
|
|
|
|
|
|
|
|
|
|
PROPERTY
&
EQUIPMENT
|
|
|
365,323
|
|
|
|
340,557
|
|
|
|
|
|
|
|
|
|
|
|
|
GOODWILL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible
Assets/Technology
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Other
Assets
|
|
|
23,092
|
|
|
|
29,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
443,823
|
|
|
$
|
412,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND
STOCKHOLDERS' EQUITY
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Bank
overdraft
|
|
|
11,534
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
9,015
|
|
|
$
|
91,079
|
|
|
Loans
from former parent
|
|
|
-
|
|
|
|
1,195,196
|
|
|
Notes
Payable
|
|
|
41,609
|
|
|
|
148,952
|
|
|
Accrued
Payroll
|
|
|
12,000
|
|
|
|
-
|
|
|
Accrued
Payroll Taxes
|
|
|
30,181
|
|
|
|
4,983
|
|
|
Accrued
Interest
|
|
|
2,858
|
|
|
|
1,368
|
|
|
Accrued expenses
|
|
|
-
|
|
|
|
11,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
$
|
107,197
|
|
|
$
|
1,453,055
|
|
|
|
|
|
|
|
|
|
|
|
|
LONG
TERM
LIABILITIES
|
|
|
-
|
|
|
|
-
|
|
|
TOTAL
LIABILITIES
|
|
$
|
107,997
|
|
|
$
|
1,453,055
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
Common
Stock, ($.0000 par value)
|
|
|
|
|
|
|
||
authorized
80,000,000 shares authorized; 13,385,000 and
23,229,396 shares issued and outstanding
|
|
|
|
|
|
|
||
as
of
September 30, 2006 and September 30, 2007,
respectively
|
|
|
2,323
|
|
|
|
1,339
|
|
Additional
paid-in
Capital
|
|
|
5,208,244
|
|
|
|
1,379,332
|
|
Deficit
accumulated
during the development stage
|
|
|
(4,873,941
|
)
|
|
|
(2,421,194
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity (Deficit)
|
|
$
|
336,626
|
|
|
$
|
(1,040,523
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
|
|
|
|
|
|
&
STOCKHOLDERS' EQUITY
|
|
$
|
432,823
|
|
|
$
|
412,532
|
|
|
|
|
|
|
|
|
|
|
BIO-MATRIX
SCIENTIFIC GROUP,
INC.
|
|
|||||||||||||
(Formerly
Tasco International,
Inc.)
|
|
|||||||||||||
Consolidated
Statements of
Operations
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
August
2,
2005
|
|
|||||
|
|
|
|
|
|
|
|
(inception)
|
|
|||||
|
|
12
Months
Ended
|
|
|
9
Months
Ended
|
|
|
Through
|
|
|||||
|
|
Sept
30,
|
|
|
Sept
30,
|
|
|
Sept
30,
|
|
|||||
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
REVENUES
|
|
|
|
|
|
|
|
|
|
|||||
Sales
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
COSTS
AND
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Research
and
Development
|
|
|
261,077
|
|
|
|
75,453
|
|
|
|
471,917
|
|
||
General
and
administrative
|
|
|
1,131,756
|
|
|
|
1,138,364
|
|
|
|
2,456,322
|
|
||
Depreciation
and
amortization
|
|
|
1,333
|
|
|
|
742
|
|
|
|
2,215
|
|
||
Consulting
and
professional fees
|
|
|
1,035,177
|
|
|
|
801,635
|
|
|
|
1,882,866
|
|
||
Impairment
of
intangibles
|
|
|
0
|
|
|
|
34,688
|
|
|
|
34,688
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total
Costs and
Expenses
|
|
|
2,429,343
|
|
|
|
2,050,882
|
|
|
|
4,848,008
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
OPERATING
LOSS
|
|
|
(2,429,343
|
)
|
|
|
(2,050,882
|
)
|
|
|
(4,848,008
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
OTHER
INCOME &
(EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Interest
Expense
|
|
|
(23,636
|
)
|
|
|
(2,367
|
)
|
|
|
(26,165
|
)
|
||
Other
Expense
|
|
|
(74
|
)
|
|
|
-
|
|
|
|
(74
|
)
|
||
Interest
Income
|
|
|
306
|
|
|
|
-
|
|
|
|
306
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total
Other Income &
(Expenses)
|
|
|
(23,404
|
)
|
|
|
(2,367
|
)
|
|
|
(25,933
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
NET
INCOME
(LOSS)
|
|
$
|
(2,452,747
|
)
|
|
|
(2,053,249
|
)
|
|
$
|
(4,873,941
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
BASIC
AND DILUTED EARNINGS (LOSS)
PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
BASIC
AND DILUTED EARNINGS (LOSS)
PER SHARE
|
|
$
|
(0.13
|
)
|
|
$
|
(0.19
|
)
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
WEIGHTED
AVERAGE NUMBER
OF
|
|
|
|
|
|
|
|
|
|
|
|
|
||
COMMON
SHARES
OUTSTANDING
|
|
|
18,397,245
|
|
|
|
10,960,440
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
BIO-MATRIX
SCIENTIFIC GROUP INC.
AND SUBSIDIARY
|
|||||
(FORMERLY
TASCO INTERNATIONAL,
INC.)
|
|||||
Consolidated
Statement of
Stockholders' Equity
|
|||||
From
August 2, 2005 through
September 30, 2007
|
|||||
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Common
|
Paid-in
|
Retained
|
|
|
|
Shares
|
Amount
|
Capital
|
Earnings
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued to
parent
|
25,000
|
35,921
|
-
|
|
35,921
|
Net
Loss August 2,
2005
|
|
|
|
|
|
through
September 30,
2005
|
|
|
|
(1,000)
|
(1,000)
|
Balance
September 30,
2005
|
25,000
|
35,921
|
-
|
(1,000)
|
34,921
|
|
|
|
|
|
|
Net
Loss October 1,
2005
|
|
|
|
|
|
through
December 31,
2005
|
|
|
|
(366,945)
|
(366,945)
|
Balance
December 31,
2005
|
25,000
|
35,921
|
-
|
(367,945)
|
(332,024)
|
|
|
|
|
|
|
Recapitalization
|
9,975,000
|
(34,921)
|
34,921
|
|
-
|
Stock
issued Tasco
merger
|
2,780,000
|
278
|
(278)
|
|
-
|
Stock
issued for
services
|
305,000
|
31
|
759,719
|
|
759,750
|
Stock
issued for
Compensation
|
300,000
|
30
|
584,970
|
|
585,000
|
Net
Loss January 1,
2006
|
|
|
|
|
|
through
September 30,
2006
|
|
|
|
(2,053,249)
|
(2,053,249)
|
Balance
September 30,
2006
|
13,385,000
|
1,339
|
1,379,332
|
(2,421,194)
|
(1,040,523)
|
|
|
|
|
|
|
Stock
issued for
services
|
2,118,623
|
212
|
974,580
|
|
974,792
|
Stock
issued for
Compensation
|
547,620
|
55
|
325,291
|
|
325,346
|
Stock
issued for
Cash
|
1,940,666
|
195
|
484,972
|
|
485,167
|
Stock
issued in exchange for
canceling debt
|
5,237,487
|
523
|
2,044,069
|
|
2,044,592
|
Net
Loss October 1,
2006
|
|
|
|
|
|
through
September 30,
2007
|
|
|
|
(2,452,747)
|
(2,452,747)
|
Balance
September 30,
2007
|
23,229,396
|
2,323
|
5,208,244
|
(4,873,941)
|
336,626
|
BIO-MATRIX
SCIENTIFIC GROUP, INC.
AND SUBSIDIARY
|
|
||||||||||||
(FORMERLY
TASCO INTERNATIONAL,
INC.)
|
|
||||||||||||
(
A Development stage
Company)
|
|
||||||||||||
Consolidated
Statements of Cash
Flows
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
August
2,
2005
|
|
||||
|
|
|
|
|
|
|
|
(inception)
|
|
||||
|
|
12
Months
Ended
|
|
|
9
Months
Ended
|
|
|
through
|
|
||||
|
|
Sept
30,
|
|
|
Sept
30,
|
|
|
Sept
30,
|
|
||||
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
CASH
FLOWS FROM OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net
(loss)
|
|
$
|
(2,452,747
|
)
|
|
$
|
(2,053,249
|
)
|
|
$
|
(4,873,941
|
)
|
|
Adjustments
to reconcile net loss to net cash (used in)
provided
|
|
|
|
|
|
|
|
|
|
|
|
|
|
by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
expense
|
|
|
1,333
|
|
|
|
742
|
|
|
|
2,215
|
|
|
Stock
issued for compensation
|
|
|
325,344
|
|
|
|
585,000
|
|
|
|
910,344
|
|
|
Stock
issued for services
|
|
|
974,792
|
|
|
|
759,750
|
|
|
|
1,734,542
|
|
|
Changes
in
operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in prepaid expenses
|
|
|
8,909
|
|
|
|
(15,074
|
)
|
|
|
(11,298
|
)
|
|
Increase
(Decrease) in accounts payable
|
|
|
(82,064
|
)
|
|
|
67,878
|
|
|
|
9,015
|
|
|
Increase
(Decrease) in accrued expenses
|
|
|
57,155
|
|
|
|
15,799
|
|
|
|
74,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by (Used in) Operating Activities
|
|
|
(1,167,278
|
)
|
|
|
(639,154
|
)
|
|
|
(2,154,140
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(
Increase) Decrease in deposits
|
|
|
6,035
|
|
|
|
-
|
|
|
|
(23,092
|
)
|
|
Purchases
of fixed assets
|
|
|
(26,100
|
)
|
|
|
(237,874
|
)
|
|
|
(367,539
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by (Used in) Investing Activities
|
|
|
(20,065
|
)
|
|
|
(237,874
|
)
|
|
|
(390,631
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
(Decrease) in bank overdraft
|
|
|
11,534
|
|
|
|
-
|
|
|
|
11,534
|
|
|
Common
stock issued for cash
|
|
|
194
|
|
|
|
-
|
|
|
|
1,472
|
|
|
Additional
paid in capital
|
|
|
484,972
|
|
|
|
|
|
|
|
519,615
|
|
|
Principal
borrowings on notes
|
|
|
712,112
|
|
|
|
148,952
|
|
|
|
861,064
|
|
|
Net
borrowings from related parties
|
|
|
-
|
|
|
|
750,450
|
|
|
|
1,195,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by (Used in) Financing Activities
|
|
|
1,208,812
|
|
|
|
899,402
|
|
|
|
2,588,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase (Decrease) in Cash
|
|
|
21,469
|
|
|
|
22,374
|
|
|
|
44,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at
Beginning of Period
|
|
|
22,641
|
|
|
|
267
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at
End of Period
|
|
$
|
44,110
|
|
|
|
22,641
|
|
|
|
44,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant
non-cash
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued to cancel debt
|
|
$
|
2,044,592
|
|
|
$
|
-
|
|
|
$
|
2,044,592
|
|
|
Total
|
|
|
2,044,592
|
|
|
|
-
|
|
|
|
2,044,592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash
Flow Disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid
during period for interest
|
|
$
|
111
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid
during period for taxes
|
|
$
|
800
|
|
|
|
800
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition
cost:
|
Estimate
useful life
(year)
|
|
2007
|
2006
|
||
Production
Equipment
|
3
to 5
|
|
|
US$
|
93,315
|
93,315
|
Production
Clean
room
|
10
|
|
|
|
78,261
|
56,917
|
Leasehold
improvement
|
10
|
|
|
|
188,980
|
185,482
|
Office
equipment
|
3
to 5
|
|
|
|
4,311
|
3,057
|
Computer
|
3
|
|
|
|
2,668
|
2,668
|
|
|
|
|
|
|
|
Subtotal
|
|
|
|
|
367,535
|
341,439
|
Less
accumulated
depreciation
|
|
|
|
|
(2,212)
|
(882)
|
Total
|
|
|
|
US$
|
365,323
|
340,557
|
As
of September 30 ,
2007
|
|
|
|
|
|
|
|
|
|
Deferred
tax
assets:
|
|
|
|
|
Net
operating tax carry
forwards
|
|
$
|
1,657,140
|
|
Other
|
|
|
-0-
|
|
Gross
deferred tax
assets
|
|
|
1,657,140
|
|
Valuation
allowance
|
|
|
(1,657,140)
|
|
|
|
|
|
|
Net
deferred tax
assets
|
|
$
|
-0-
|
|
As
of September 30 ,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax
assets:
|
|
|
|
|
Net
operating tax carry
forwards
|
|
$
|
853,117
|
|
Other
|
|
|
-0-
|
|
Gross
deferred tax
assets
|
|
|
853,117
|
|
Valuation
allowance
|
|
|
(853,117
|
)
|
|
|
|
|
|
Net
deferred tax
assets
|
|
$
|
-0-
|
|
Due
Date
|
|
Principal
Amount
|
October
25,
2008
|
|
$3620
|
October
19,
2008
|
|
$10,000
|
November
9,
2008
|
|
$14000
|
October
25,
2008
|
|
$19,500
|
October
12,
2008
|
|
$28,000
|
November
2,
2008
|
|
$31,300
|
|
Ending
September
30
|
Amounts
|
|
|
2008
|
$
241,611
|
|
|
2009
|
248,864
|
|
|
2010
|
234,377
|
|
|
2011
|
42,614
|
|
|
Total
|
$
767,466
|
|
|
|
Number
of
|
|
|
|
|
Shares
|
|
|
As
of September 30,
2007:
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1,454,772
|
*
|
Remaining
shares available for
issuance under the Plan as of September 30,
2007
|
|
|
45,228
|
|
|
|
Number
of
|
|
|
|
Shares
|
|
As
of September 30,
2007:
|
|
|
|
|
|
|
|
Granted
|
|
1.198.540
|
|
|
|
|
|
Remaining
shares available for
issuance under the Plan as of September 30, 2007
|
|
301,460
|
|
Due
Date
|
|
Principal
Amount
|
|
October
25,
2008
|
|
$3620
|
|
October
19,
2008
|
|
$10,000
|
|
November
9,
2008
|
|
$14000
|
|
October
25,
2008
|
|
$19,500
|
|
October
12,
2008
|
|
$28,000
|
|
November
2,
2008
|
|
$31,300
|
|
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:
_____,
2008
|
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
|
|
|
|
·
|
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.
|
SEC
registration
fee
|
|
$
|
219.08
|
|
Printing
and engraving
expenses
|
|
$
|
30,000.00
|
|
Legal
fees and
expenses
|
|
$
|
26,000.00
|
|
Accounting
fees and
expenses
|
|
$
|
3,000.00
|
|
Miscellaneous
|
|
$
|
32,800.00
|
|
Total
|
|
$
|
92,019.08
|
|
Exhibit
No.
|
|
Description
of
Exhibit
|
|
|
|
3(i)
|
|
Certificate
of Incorporation
(Incorporated by Reference. Filed as Exhibit 3(i) of our Form 10SB12G
filed on January 2, 2001)
|
|
|
|
3(i)(a)
|
|
Amendment
to Certificate of
Incorporation (Incorporated by Reference from Form DEF 14C
filed on August 11, 2006)
|
|
|
|
3(ii)
|
|
By-Laws
(as Incorporated by
Reference . Filed as Exhibit 3(ii) from Form 10-SB filed on January
2,
2001)
|
|
|
|
5
|
|
Opinion
on Legality (William M.
Aul)
|
|
|
|
8
|
|
Opinion
on Tax Matters (Herman H.
Pettegrove, Esq.)**
|
|
|
|
10.1
|
|
Agreement
by and between Tasco Holdings International, Inc and Bio Matrix Scientific
Group, Inc.(now known as BMXP Holdings, Inc) Incorporated by Reference.
Filed as Exhibit 99.1 of the Form 8-K filed by us on June 16,
2006
|
|
|
|
10.2
|
|
Agreement
with Bio Technology
Business Partners Trust of December 5, 2006
(Incorporated by Reference. Filed as Exhibit 10
of Form 8-K as filed on
December 8, 2006)
|
|
|
|
10.3
|
Agreement
RE: Issuance of
1,462,570 shares to BMXP Holdings, Inc. (Incorporated by
Reference, Filed as Exhibit
10 of Form 8-K as filed on October 12,
2006)
|
|
|
|
|
10.4
|
|
Tasco
Agreement with Dr. Geoffrey
O’Neill (dated August 9, 2006) (6)( Incorporated by
Reference. Filed as 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(Incorporated by
Reference to EXHIBIT
Aof Schedule
14C as filed on August 11, 2006
|
|
|
|
23.1
|
|
Consent
of Independent Accountants
dated December 21, 2007
|
|
|
|
23.2
|
|
Consent
of Legal
Counsel
|
23.3
|
|
Consent
of Herman
Pettegrove***
|
|
BIO-MATRIX
SCIENTIFIC GROUP,
INC.
|
|
|
|
|
|
By:
|
/s/David
R. Koos
|
|
|
David
R. Koos, President, CEO,
Secretary, Acting CFO and
Director
|
SIGNATURE
|
TITLE
|
DATE
|
|
|
|
/s/David
R.
Koos
|
President,
Treasurer,
Chief
|
January
9,
2008
|
David
Koos
|
Executive
Officer, Secretary
and
|
|
|
Director
|
|
|
|
|
/s/Brian
Pockett
|
Chief
Operations Officer
and
|
January
9,
2008
|
Brian
Pockett
|
Director
|