UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
August 6, 2009
--------------
BIO MATRIX SCIENTIFIC GROUP,INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-32201 33-0824714
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
8885 Rehco Road, San Diego, California 92121
--------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(619) 398-3517 ext. 308
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On August 6, 2009, the Board of Directors of the Registrant dismissed
Moore & Associates Chartered, its independent registered public account firm.
On the same date, August 6, 2009, the accounting firm of Seale and Beers,
CPAs was engaged as the Registrant's new independent registered public
account firm. The Board of Directors of the Registrant and the Registrant's
Audit Committee approved of the dismissal of Moore & Associates Chartered
and the engagement of Seale and Beers, CPAs as its independent auditor. None
of the reports of Moore & Associates Chartered on the Company's financial
statements for either of the past two years or subsequent interim period
contained an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles, except
that the Registrant's audited financial statements contained in its Form
10-KSB for the fiscal year ended September 30, 2008 a going concern
qualification in the registrant's audited financial statements.
During the registrant's two most recent fiscal years and the subsequent
interim periods thereto, there were no disagreements with Moore and
Associates, Chartered whether or not resolved, on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedure, which, if not resolved to Moore and Associates, Chartered's
satisfaction, would have caused it to make reference to the subject matter
of the disagreement in connection with its report on the registrant's
financial statements, nor were there any up to and including the time of
dismissal on August 6, 2009.
The registrant has requested that Moore and Associates, Chartered furnish
it with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. The letter is attached as an
exhibit to this Form 8-K.
b) On August 6, 2009, the registrant engaged Seale and Beers, CPAs as its
independent accountant. During the two most recent fiscal years and the
interim periods preceding the engagement, the registrant has not consulted
Seale and Beers, CPAs regarding any of the matters set forth in Item
304(a)(1)(v) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
a) Not Applicable.
b) Not Applicable.
c) Exhibits
No. Exhibits
--- --------
16.1 Letter from Moore and Associates, Chartered, dated
August 6, 2009, to the Securities and Exchange Commission
regarding statements included in this Form 8-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 6, 2009
By: /s/ David Koos
-----------------
Name: David Koos
Title: CEO
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
16.1 Letter from Moore and Associates, Chartered, dated
August 6, 2009, to the Securities and Exchange Commission
regarding statements included in this Form 8-K