**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB/A**


**Amendment
      No. 1**





Quarterly
      Report under Section 13 or 15 (d) of


Securities
      Exchange Act of 1934





For
      Period
      ended June 30, 2007





Commission
      File Number 0-32201





**BIO-
      MATRIX SCIENTIFIC GROUP, INC.**


(Exact
      name of registrant as specified in its charter)




DELAWARE
            33-0824714(State
                of Incorporation)
            (I.R.S.
                Employer Identification No.)8885
                Rehco Road, San Diego, California
            92121(Address
                of Principal Executive Offices)
            (Zip
                Code)





(619)
      398-3517


(Registrant's
      telephone number, including area code)








Check
      whether the registrant (1) has filed all reports required to be filed
      by


Section
      13
      or 15 (d) of the Securities Exchange Act of 1934 during the
      preceding


12
      months
      (or for such shorter period that the registrant was required to
      file


such
      reports), and (2) has been subject to such filing requirements for the
      past


90
      days.
      Yesx Noo





There
      were
      23,174,396 shares of Common Stock outstanding as of September 10,
      2007**.**











**Item
      1. Financial
      Statements.**














**Chang
                G. Park, CPA, Ph. D.**
              **t
                371 E STREET
                t CHULA
                VISTA
                t CALIFORNIA
                91910-2615t**
              **t
                TELEPHONE
                (858)722-5953 t FAX
                (858)
                761-0341  t FAX
                (858)
                764-5480**
              **t E-MAIL
                changgpark@gmail.com t**







**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 June 30, 2007, and the related consolidated statements of
      operation, changes in stockholders’ equity, and cash flows for the nine months
      and three months ended June 30, 2007; and for the period from August 2, 2005
      (inception) through June 30, 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





November
      14, 2007


Chula
      Vista, California




2







**BIO-MATRIX
                SCIENTIFIC GROUP, IINC. AND SUBSIDIARY****(FORMERLY
                TASCO INTERNATIONAL)****(A
                Development Stage Company)****Balance
                Sheet**


**As
                of June 30, 2007**


**(Unaudited)****CURRENT
                ASSETS**Cash
            
            $
            1,412Employee
                Receivable
            
            
            -Pre-paid
                Expenses
            
            
            13,156**Total
                Current Assets**
            
            
            14,568**PROPERTY
                & EQUIPMENT**
            
            
            364,403**GOODWILL****Intangible
                Assets/Technology**
            
            
            -**Total
                Other Assets**
            
            
            23,092**TOTAL
                ASSETS**
            
            **$**
            **402,063****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            5,483Loans
                from former parent
            
            
            -Due
                To/ From New Parent
            
            
            -Notes
                Payable
            
            
            138,846Accrued
                Payroll
            
            
            -Accrued
                Payroll Taxes
            
            
            36,689Accrued
                Interest
            
            
            5,678Accrued  expenses
            
            
            -**Total
                Current Liabilities**
            
            
            186,696**LONG
                TERM LIABILITIES**
            
            
            -**TOTAL
                LIABILITIES**
            
            
            186,696**STOCKHOLDERS'
                EQUITY**Preferred
                Stock ($.0001 par value authorized20,000,000
                shares authorized; noneissued
                and outstanding.)Common
                Stock,  ($.0001  par value authorized80,000,000
                shares authorized;  13,385,000 & 20,110,179shares
                issued and outstanding as of September 30, 2006 and June 30, 2007,
                respectively
            
            
            2,011Additional
                paid in Capital
            
            
            4,335,309Deficit
                accumulated during the development stage
            
            
            (4,121,953
            )**Total
                Stockholders' Equity (Deficit)**
            
            $
            215,367**TOTAL
                LIABILITIES****&
                STOCKHOLDERS' EQUITY**
            
            **$**
            **402,063**




**The
      following Notes are an integral part of these financial
      statements**




3







**BIO-MATRIX
                SCIENTIFIC GROUP, INC. AND SUBSIDIARY****(FORMERLY
                TASCO INTERNATIONAL, INC.)****(
                A Development stage Company)****Unaudited
                Statements of Operations****Inception****(August
                2, 2005)****3
                Months Ended**
            
            
            **3
                Months Ended**
            
            
            **9
                Months Ended**
            
            
            **9
                Months Ended**
            
            
            **through****June
                30,**
            
            
            **June
                30,**
            
            
            **June
                30,**
            
            
            **June
                30,**
            
            
            **June
                30,****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006**
            
            
            **2007****REVENUES**Sales
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -**Total
                Revenues**
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -**COSTS
                AND EXPENSES**
            
            
            -Research
                and Development
            
            
            59,337
            
            
            
            26,130
            
            
            
            228,429
            
            
            
            183,165
            
            
            
            439,270General
                and administrative
            
            
            421,315
            
            
            
            190,401
            
            
            
            863,078
            
            
            
            536,526
            
            
            
            2,187,644Depreciation
                and amortization
            
            
            334
            
            
            
            269
            
            
            
            1,001
            
            
            
            549
            
            
            
            1,882Consulting
                and professional fees
            
            
            233,763
            
            
            
            7,000
            
            
            
            587,924
            
            
            
            57,054
            
            
            
            1,435,613Impairment
                of goodwill & intangibles
            
            
            -
            
            
            
            
            
            
            
            -
            
            
            
            
            
            
            
            34,688**Total
                Costs and Expenses**
            
            
            714,749
            
            
            
            223,800
            
            
            
            1,680,432
            
            
            
            777,294
            
            
            
            4,099,097**OPERATING
                LOSS**
            
            
            (714,749
            )
            
            
            (223,800
            )
            
            
            (1,680,432
            )
            
            
            (777,294
            )
            
            
            (4,099,097
            )**OTHER
                INCOME & (EXPENSES)**Interest
                Expense
            
            
            (4,206
            )
            
            
            (837
            )
            
            
            (20,560
            )
            
            
            (1,160
            )
            
            
            (23,088
            )Other
                Expense
            
            
            -
            
            
            
            
            
            
            
            (73
            )
            
            
            
            
            
            
            (73
            )Interest
                Income
            
            
            -
            
            
            
            -
            
            
            
            306
            
            
            
            
            
            
            
            306Other
                income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -**Total
                Other Income & (Expenses)**
            
            
            (4,206
            )
            
            
            (837
            )
            
            
            (20,327
            )
            
            
            (1,160
            )
            
            
            (22,855
            )**NET
                INCOME (LOSS)**
            
            **$**
            **(718,955**
            **)**
            
            **$**
            **(224,637**
            **)**
            
            ****
            **(1,700,759**
            **)**
            
            ****
            **(778,454**
            **)**
            
            **$**
            **(4,121,952**
            **)****BASIC
                AND DILUTED EARNINGS (LOSS) PER SHARE****BASIC
                AND DILUTED EARNINGS (LOSS) PER SHARE**
            
            **$**
            **(0.04**
            **)**
            
            **$**
            **(0.02**
            **)**
            
            ****
            **(0.10**
            **)**
            
            ****
            **(0.06**
            **)**
            
            $
            -****
            
            
            
            ****
            
            
            
            ****
            
            
            
            ****
            
            
            
            ******WEIGHTED
                AVERAGE NUMBER OF****COMMON
                SHARES OUTSTANDING**
            
            ****
            **19,330,268**
            
            
            ****
            **12,780,000**
            
            
            ****
            **17,178,178**
            
            
            ****
            **12,780,000**
            
            
            
            -




**The
      following Notes are an integral part of these financial
      statements**






4


**BIO-MATRIX
                SCIENTIFIC GROUP, INC. AND SUBSIDIARY****(FORMERLY
                TASCO INTERNATIONAL, INC.)****(
                A Development stage Company)****Unaudited
                Consolidated Statements of Cash Flows**


**August
                2, 2005****(inception)****9
                Mos Ended**
            
            
            **9
                Mos Ended**
            
            
            **3
                Mos Ended**
            
            
            **3
                Mos Ended**
            
            
            **through****June
                30,**
            
            
            **June
                30,**
            
            
            **June
                30,**
            
            
            **June
                30,**
            
            
            **June
                30,****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006**
            
            
            **2007****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                (loss)
            
            $
            (1,700,759
            )
            
            $
            (778,454
            )
            
            $
            (718,955
            )
            
            
            (224,637
            )
            
            $
            (4,121,952
            )Adjustments
                to reconcile net loss to net cash (used in) providedby
                operating activities:Depreciation
                expense
            
            
            1,000
            
            
            
            548
            
            
            
            333
            
            
            
            269
            
            
            
            1,881Stock
                issued for compensation
            
            
            300,344
            
            
            
            -
            
            
            
            110,450
            
            
            
            -
            
            
            
            885,344Stock
                issued for services
            
            
            570,542
            
            
            
            -
            
            
            
            222,930
            
            
            
            -
            
            
            
            1,330,292Stock
                issued to cancel debt plus accrued interest
            
            
            1,900,596
            
            
            
            
            
            
            
            329,191
            
            
            
            
            
            
            
            1,900,596Changes
                in operating assets and liabilities:
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -(Increase)
                decrease in receivables
            
            
            -
            
            
            
            34921
            
            
            
            3,000
            
            
            
            
            
            
            
            -(Increase)
                decrease in prepaid expenses
            
            
            7,051
            
            
            
            (5,315
            )
            
            
            10,571
            
            
            
            1,810
            
            
            
            (13,156
            )Increase
                (Decrease) in Accounts Payable
            
            
            (85,596
            )
            
            
            32,320
            
            
            
            1,538
            
            
            
            11,790
            
            
            
            5,483Increase
                (Decrease) in Accrued Expenses
            
            
            24,541
            
            
            
            13,360
            
            
            
            14,565
            
            
            
            3,122
            
            
            
            42,368(
                Increase) Decrease in Deposits
            
            
            6,035
            
            
            
            (29,127
            )
            
            
            2,634
            
            
            
            -
            
            
            
            (23,092
            )***Net
                Cash Provided by (Used in) Operating
                Activities***
            
            ****
            1,023,754
            
            
            ****
            **(731,746**
            **)**
            
            ****
            **(23,743**
            **)**
            
            ****
            **(207,646**
            **)**
            
            ****
            **7,764****CASH
                FLOWS FROM INVESTING ACTIVITIES**Purchases
                of fixed assets
            
            
            (24,847
            )
            
            
            (267,544
            )
            
            
            -
            
            
            
            (51,104
            )
            
            
            (366,285
            )Purchases
                of Intangible assets
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -***Net
                Cash Provided by (Used in) Investing
                Activities***
            
            ****
            **(24,847**
            **)**
            
            ****
            **(267,544**
            **)**
            
            ****
            **-**
            
            
            ****
            **(51,104**
            **)**
            
            ****
            **(366,285**
            **)****CASH
                FLOWS FROM FINANCING ACTIVITIES**Common
                stock issued for cash
            
            
            74
            
            
            
            
            
            
            
            24
            
            
            
            
            
            
            
            1,352Additional
                paid in Capital
            
            
            185,092
            
            
            
            -
            
            
            
            60,142
            
            
            
            -
            
            
            
            219,735Principal
                borrowings on notes
            
            
            (10,106
            )
            
            
            10,000
            
            
            
            (182,716
            )
            
            
            5,844
            
            
            
            138,846Net
                borrowings from related parties
            
            
            (1,195,196
            )
            
            
            1,000,882
            
            
            
            -
            
            
            
            251,881
            
            
            
            0***Net
                Cash Provided by (Used in) Financing
                Activities***
            
            ****
            (1,020,136
            **)**
            
            ****
            **1,010,882**
            
            
            ****
            **(122,550**
            **)**
            
            ****
            **257,725**
            
            
            ****
            359,933****
            
            
            
            ****
            
            
            
            ****
            
            
            
            ****
            
            
            
            *******Net
                Increase (Decrease) in Cash***
            
            ****
            **(21,229**
            **)**
            
            ****
            **11,592**
            
            
            ****
            **(146,293**
            **)**
            
            ****
            **(1,025**
            **)**
            
            ****
            **1,412*****Cash
                at Beginning of Period***
            
            ****
            **22,641**
            
            
            ****
            **-**
            
            
            ****
            **147,705**
            
            
            ****
            **12,617**
            
            
            ****
            **-*****Cash
                at End of Period***
            
            **$**
            **1,412**
            
            
            ****
            **11,592**
            
            
            **$**
            **1,412**
            
            
            ****
            **11,592**
            
            
            ****
            **1,412******
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            *******Supplemental  Cash
                Flow Disclosures:***Cash
                paid during period for interest
            
            $
            -
            
            
            
            -
            
            
            $
            -
            
            
            
            -
            
            
            $
            -Cash
                paid during period for taxes
            
            $
            -
            
            
            
            -
            
            
            $
            -
            
            
            
            -
            
            
            $
            800




**The
      following Notes are an integral part of these financial
      statements**




5





**BIO-MATRIX
                SCIENTIFIC GROUP, INC. AND SUBSIDIARY****(FORMERLY
                TASCO INTERNATIONAL, INC.)****Consolidated
                Statement of Stockholders' Equity****From
                August 2, 2005 through June 30, 2007**
              **(Unaudited)**


**Additional****Common**
            
            
            **Paid-in**
            
            
            **Retained****Shares**
            
            
            **Amount**
            
            
            **Capital**
            
            
            **Earnings**
            
            
            **Total**Shares
                issued to parent
            
            
            25,000
            
            
            
            35,921
            
            
            
            0
            
            
            
            
            
            
            35,921Net
                Loss August 2, 2005
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -through
                September 30, 2005
            
            ****
            
            
            
            ****
            
            
            
            ****
            
            
            
            
            (1,000
            )
            
            
            (1,000
            )**Balance
                September 30, 2005**
            
            ****
            **25,000**
            
            
            ****
            **35,921**
            
            
            ****
            **0**
            
            
            ****
            **(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**
            
            
            ****
            **0**
            
            
            ****
            **(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
            
            
            
            
            
            
            
            759,750Stock
                issued for Compensation
            
            
            300,000
            
            
            
            30
            
            
            
            584,970
            
            
            
            
            
            
            
            585,000Net
                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
            
            
            100,184
            
            
            
            10
            
            
            
            112,524
            
            
            
            
            
            
            
            112,534Stock
                issued for Compensation
            
            
            153,700
            
            
            
            15
            
            
            
            101,465
            
            
            
            
            
            
            
            101,480Stock
                issued in exchange for canceling debt
            
            
            2,854,505
            
            
            
            284
            
            
            
            1,446,120
            
            
            
            
            
            
            
            1,446,404Net
                Loss October 1, 2006
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -through
                December 31, 2006
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (466,179
            )
            
            
            (466,179
            )**Balance
                December 31, 2006**
            
            ****
            **16,493,389**
            
            
            ****
            **1,649**
            
            
            ****
            **3,039,441**
            
            
            ****
            **(2,887,373**
            **)**
            
            ****
            **153,717**Stock
                issued for cash
            
            
            500,000
            
            
            
            50
            
            
            
            124,950
            
            
            
            
            
            
            
            125,000Stock
                issued for services
            
            
            359,310
            
            
            
            36
            
            
            
            235,042
            
            
            
            
            
            
            
            235,078Stock
                issued for Compensation
            
            
            143,920
            
            
            
            14
            
            
            
            88,400
            
            
            
            
            
            
            
            88,414Stock
                issued in exchange for canceling debt
            
            
            500,000
            
            
            
            50
            
            
            
            124,950
            
            
            
            
            
            
            
            125,000Net
                Loss January 1, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -through
                March 31, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (515,624
            )
            
            
            (515,624
            )**Balance
                March 31, 2007**
            
            ****
            **17,996,619**
            
            
            ****
            **1,800**
            
            
            ****
            **3,612,783**
            
            
            ****
            **(3,402,997**
            **)**
            
            ****
            **211,585**Stock
                issued for cash
            
            
            240,666
            
            
            
            24
            
            
            
            60,142
            
            
            
            
            
            
            
            60,166Stock
                issued for services
            
            
            406,129
            
            
            
            41
            
            
            
            222,889
            
            
            
            
            
            
            
            222,930Stock
                issued for Compensation
            
            
            150,000
            
            
            
            15
            
            
            
            110,435
            
            
            
            
            
            
            
            110,450Stock
                issued in exchange for canceling debt
            
            
            1,316,765
            
            
            
            132
            
            
            
            329,059
            
            
            
            
            
            
            
            329,191Net
                Loss April 1, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -through
                June 30, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (718,955
            )
            
            
            (718,955
            )**Balance
                June 30, 2007**
            
            ****
            **20,110,179**
            
            
            ****
            **2,011**
            
            
            ****
            **4,335,308**
            
            
            ****
            **(4,121,952**
            **)**
            
            ****
            **215,367**




**The
      following Notes are an integral part of these financial
      statements**





6











BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco Holdings International, Inc.)


(A
      Development Stage Company)


Notes
      to
      unaudited consolidated Financial Statements


As
      of June
      30, 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
      July 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, for consideration consisting of 10,000,000 shares of
      the
      common stock of the Company and the cancellation of 10,000,000 shares of the
      Company owned and held by John Lauring.





As
      a
      result of this transaction, the former stockholder of Bio-Matrix Scientific
      Group, Inc held approximately 80% of the voting capital stock of the Company
      immediately after the transaction.  For financial accounting purposes,
      this acquisition was a reverse acquisition of the Company by Bio-Matrix
      Scientific Group, Inc under the purchase method of accounting, and was treated
      as a recapitalization with Bio-Matrix Scientific Group, Inc.  as the
      acquirer. Accordingly, the financial statements have been prepared to give
      retroactive effect to August 2, 2005 (date of inception), of the reverse
      acquisition completed on July 3, 2006, and represent the operations of
      Bio-Matrix Scientific Group, Inc.





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





The
      Company is a development stage company that 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





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.





7


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





NOTE
      3.
      Property and equipment




Property
      and equipment as of June   30, 2007 consists of the
      following:




Acquisition
                cost:Production
                Equipment
            US$
            
            
            93,314Production
                Cleanroom
            
            
            
            78,264Leasehold
                improvement
            
            
            
            188,981Office
                equipment
            
            
            
            3,057Computer
            
            
            
            2,120Subtotal
            
            
            
            365,736Less
                accumulated depreciation
            
            
            
            (1,333
            )Total
            US$
            
            
            364,403




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 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 $4,121,952
      during the period from August 2, 2005 (inception) through June 30, 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.





NOTE
      6.
      INCOME TAXES





**As
                of June 30 , 2007**Deferred
                tax assets:Net
                operating tax carry forwards
            
            $
            1,414,
                593Other
            
            
            -0-Gross
                deferred tax assets
            
            
            1,414,593Valuation
                allowance
            
            
            (1,414,593)Net
                deferred tax assets
            
            $
            -0-




As
      of June
      30 , 2007 the Company has a  Deferred Tax Asset of  $1,414,
      593 completely attributable to  net operating loss carry
      forwards  of approximately $4,160,568 ( which expire 20 years from the
      date the loss was incurred) consisting  of





(a)
      $38,616, of Net Operating Loss Carry forwards acquired in the reverse
      acquisition and





(b)
      $
      4,121,952 attributable to BMSG.





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. The achievement of required future
      taxable income is uncertain. In addition, the reverse 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. As a result, the Company has  recorded a valuation
      allowance reducing all deferred tax assets to 0.





8
 
 NOTE
        7.
        RELATED PARTY TRANSACTION





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. in a reverse acquisition
      (See Note 11).





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.





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
      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
      8.
      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
      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.





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 27,589 common shares pursuant to the TASCO HOLDINGS
      INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN as
      consideration for services rendered valued at $11,619.





On
      April
      4, 2007, the Company issued 5,000 common shares as consideration for services
      rendered valued at $1,250.


9


On
      April
      4, 2007, the Company issued 40,000 common shares to management and employees
      as
      compensation pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
      AND CONSULTANTS STOCK COMPENSATION PLAN.





On
      April
      4, 2007 there were 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
      April
      4, 2007, the Company issued 5,000 common shares to an employee as compensation
      pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS
      STOCK COMPENSATION PLAN.





On
      April
      4, 2007, the Company issued 5,000 common shares pursuant to the TASCO HOLDINGS
      INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN as
      consideration for services rendered valued at $3,750





On
      May 22,
      2007, the Company issued 15,000 common shares pursuant to the TASCO HOLDINGS
      INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN as
      consideration for services rendered valued at $9,300.





On
      May 22,
      2007 the Company issued 65,000 common shares to management pursuant to the
      BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
      COMPENSATION PLAN





On
      June 7,
      2007, the Company issued 32,040 common shares pursuant to the BIO MATRIX
      SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN
      as
      consideration for services rendered valued at $20,185.





On
      June 7,
      2007, the Company issued 5,000 common shares to an employee as compensation
      pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS
      STOCK COMPENSATION PLAN.





On
      June
      21, 2007, 331,597 shares of the Company’s common stock were issued to Venture
      Bridge Advisors in full satisfaction of $82,900 owed by the Company to Venture
      Bridge Advisors.





On
      June
      28, 2007 the Company issued 321,500 common shares pursuant to the BIO-MATRIX
      SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN
      as
      consideration for services rendered valued at $176,825.





On
      June
      28, 2007 the Company issued 35,000 common shares to management pursuant to
      the
      BIO MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
      COMPENSATION PLAN








NOTE
      9.
      STOCKHOLDERS' EQUITY





The
      stockholders' equity section of the Company contains the following classes
      of
      capital stock as of June 30, 2007:





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





*
      Common stock, $ 0.0001 par value; 80,000,000 shares authorized: 20,110,179
      shares issued and outstanding





NOTE
      10.
      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


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.




Minimum
      Lease Commitments


For
      the
      fiscal years ended on September 30,




2007
            
            $
            232,8422008
            
            $
            239,9362009
            
            $
            247,0382010
            
            $
            254,4442011
            
            $
            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.


10





NOTE
      11.
      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. For financial
      accounting purposes, this acquisition was a reverse acquisition of the Company
      by Bio-Matrix Scientific Group, Inc under the purchase method of accounting,
      and
      was treated as a recapitalization with Bio-Matrix Scientific Group, Inc. as
      the
      acquirer.





NOTE
      12.
      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 ).





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 June
      30, 2007, 1,454,772 shares have been issued pursuant to the
      Plan




**Number
                of****Shares****As
                of June 30, 2007:**Granted
            
            
            1,454,772
            *Remaining
                shares available for issuance under the Plan as of June 30,
                2007
            
            
            45,228




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




NOTE
      13.
      BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
      COMPENSATION PLAN


On  June
      3 , 2007 the Company adopted the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007
      EMPLOYEE  AND CONSULTANTS STOCK COMPENSATION PLAN (“the  Bio
      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 June 5, 2007. This Bio Plan shall terminate
      on
      June 3, 2017.





11


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 ).





The
      Bio
      Plan is currently administered by a 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 Bio 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 Bio 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 June
      30, 2007, 458,540 shares have been issued pursuant to the Plan




**Number
                of****Shares****As
                of June 30, 2007:**Granted
            
            
            458,540Remaining
                shares available for issuance under the Plan as of June 30,
                2007
            
            
            1,041,460




NOTE
      14.
      SUBSEQUENT EVENTS




On
      July
      12, 2007, the Company issued 23,000 common shares to consultants pursuant to
      the
      BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
      COMPENSATION PLAN as consideration for services rendered.





On
      July
      30, 2007, the Company issued 555,000 common shares to consultants pursuant
      to
      the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
      COMPENSATION PLAN as consideration for services rendered





On
      July
      30, 2007, the Company issued 100,000 common shares to management pursuant
      to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
      COMPENSATION PLAN





On
      July
      30, 2007, the Company issued 566,217 common shares to Bombardier Pacific
      Ventures in satisfaction of the principal amount of $141,554 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
      31, 2007, the Company issued 760,000 common shares for cash consideration of
      $190,000.





On
      August
      6, 2007, the Company issued 620,000 common shares to consultants as
      consideration for services rendered.





On
      August
      6, 2007, the Company issued 440,000 common shares for cash consideration of
      $110,000





On
      September 10, 2007, the Company issued 55,000 common shares to consultants
      pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
      STOCK COMPENSATION PLAN as consideration for services rendered





On
      October
      2, 2007, the Company issued 21,429 common shares to consultants pursuant to
      the
      BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
      COMPENSATION PLAN as consideration for services rendered





On
      October
      4, 2007, the Company issued 28,752 common shares to consultants pursuant to
      the
      BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
      COMPENSATION PLAN as consideration for services rendered





On
      October
      29, 2007, the Company issued 20,000 common shares to consultants pursuant to
      the
      BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
      COMPENSATION PLAN as consideration for services rendered.





12


On
      November 1, 2007, the Company was granted a Biologics license (“License”) from
      the Department of Health Services of the State of California. This License
      permits the Company’s current facility to accept and store cord blood (Stem
      Cells), whole blood, and various blood related specimens for cryogenic short
      and
      long term storage and on November 13, 2007, the Company entered into an
      agreement with Dr. Joao L. Ascensao, M.D., Ph.D., F.A.C.P. whereby Dr. Ascensao,
      as an independent contractor and not as an employee, has agreed to act as the
      Company’s Medical Director.





On
      November 7, 2007, the Company issued 28,750 common shares to consultants
      pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
      STOCK COMPENSATION PLAN as consideration for services rendered.





Between
      October 12, 2007 and November 9, 2007, the Company borrowed $106,240 from
      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. In consideration for this loan, the
      Company issued bombardier Pacific Ventures a series of Notes, callable at par
      plus any accrued and unpaid interest by the company upon five days written
      notice, bearing simple interest at 15% maturing on the following
      dates:





Due
                Date
            
            Principal
                AmountOctober
                25, 2008
            
            $
            3,620October
                19, 2008
            
            $
            10,000November
                9, 2008
            
            $
            14,000October
                25, 2008
            
            $
            19,500October
                12, 2008
            
            $
            28,000November
                2, 2008
            
            $
            31,300





On
      November 14, 2007 the Company sold a   $50,000 face value
      convertible debenture (“Convertible Debenture”) for an aggregate purchase price
      of $50,000 to one purchaser.





Interest
      on the Convertible Debenture shall accrue at a rate of 12% per annum based
      on a
      365 day year. The Company shall pay simple interest to the holder on the
      aggregate unconverted and then outstanding principal amount of this Convertible
      Debenture at the rate of 12% per annum, payable on the maturity Date, which
      is
      November 14, 2009.





At
      any
      time subsequent to the expiration of a six month period since either
      of:





(i)           that
      Registration Statement, as amended,  filed with the SEC on Form SB-2
      relating to the sale of an aggregate of 17,195,263 shares of the common stock
      of
      the Company  by certain selling shareholders (the “Selling
      Shareholders Registration Statement”) has been declared effective by the SEC
      or


(ii)           the
      Selling Shareholder Registration Statement has been withdrawn by the
      Company





the
      holder
      may convert the Convertible Debenture, in whole but not in part, into the
      Company’s common shares at the conversion rate of $0.15 per Share.





Subsequent
      to any conversion , the holder  shall have the right, upon written
      demand to Company (“Registration Demand”), to cause Company, within ninety days
      of the Registration Demand, to prepare and file with the United States
      securities and Exchange Commission (“SEC”) a Registration Statement in order
      that the Conversion Shares may be registered under the Securities Act of 1933,
      as amended, and use its reasonable best efforts to cause that Registration
      Statement to be declared effective by the SEC. There is no penalty to the
      Company in the event the registration Statement is not declared effective by
      the
      SEC.








**Item
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS
      OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.**





**CERTAIN
      FORWARD-LOOKING INFORMATION**




Information
      provided in this Quarterly report on Form 10QSB/A may contain forward-looking
      statements within the meaning of Section 21E or Securities Exchange Act of
      1934
      that are not historical facts and information. These statements represent the
      Company's expectations or beliefs, including, but not limited to, statements
      concerning future and operating results, statements concerning industry
      performance, the Company's operations, economic performance, financial
      conditions, margins and growth in sales of the Company's products, capital
      expenditures, financing needs, as well assumptions related to the forgoing.
      For
      this purpose, any statements contained in this Quarterly Report that are not
      statement of historical fact may be deemed to be forward-looking statements.
      These forward-looking statements are based on current expectations and involve
      various risks and uncertainties that could cause actual results and outcomes
      for
      future periods to differ materially from any forward-looking statement or views
      expressed herein. The Company's financial performance and the forward-looking
      statements contained herein are further qualified by other risks including
      those
      set forth from time to time in the documents filed by the Company with the
      Securities and Exchange Commission, including the Company's most recent Form
      10KSB , as amended, for the year ended September 30, 2006. All references to
      “Company” or the “Company” refer to Bio-Matrix Scientific Group,
      Inc.





**CONDITION
      AND RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2007**





Revenues
      were -0- for the quarter ending June, 2007 and -0- for the same quarter ending
      June 30, 2006. Net losses were $718,955 for the three months ended June 30,
      2007
      and $224,637 for the same period ended June 30, 2006.




**PLAN
      OF OPERATION**





As
      of June
      30, 2007 the Company has $1,412 cash on hand and current liabilities of $186,696
      such liabilities consisting of Accounts Payable, Notes Payable, Accrued Payroll
      Taxes, and Accrued Interest.




The
      Company feels it will not be able to satisfy its cash requirements over the
      next
      twelve months and shall be required to seek additional financing.





At
      this
      time, the Company plans to fund its financial needs through operating revenues
      (which cannot be assured) and, if required, through equity private placements
      of
      common stock. (No plans, terms, offers or candidates have yet been established
      and there can be no assurance that the company will be able to raise funds
      on
      terms favorable to the Company or at all.)





During
      the
      period beginning January 1, 2007 and ending April 4, 2007, the Company sold
      1,752,867 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.





13


Additionally,
      during the quarter ended June 30, 2007, 331, 597 shares of our  common
      stock were issued to Venture Bridge Advisors in full satisfaction of $82,900
      owed by the Company to Venture Bridge Advisors.





From
      the
      period beginning July 1, 2007 and ending August 6, 2007 the Company issued
      1,060,000 common shares for aggregate cash consideration of
      $300,000.  The net proceeds of the sale of these shares sold for cash
      consideration, which were $300,000, will be utilized for general working capital
      purposes. We estimate that these net proceeds will not be sufficient to fulfill
      the Company’s capital needs through the next twelve months.





On
      November 14, 2007 the Company sold $50,000 face value of convertible debentures
      for an aggregate purchase price of $50,000 to one purchaser. The net proceeds,
      which are $50,000, will be utilized general working capital
      purposes.





Over
      the
      next 12 months and if the Company is successful in obtaining necessary licenses
      (as described below), the Company anticipates opening its stem cell bank and
      marketing its disposable stem cell / tissue management
      instruments.





On
      November 1, 2007, the Company was granted a Biologics license (“License”) from
      the Department of Health Services of the State of California. This License
      permits the Company’s current facility to accept and store cord blood (Stem
      Cells), whole blood, and various blood related specimens for cryogenic short
      and
      long term storage and on November 13, 2007, the Company entered into
      an agreement with Dr. Joao L. Ascensao, M.D., Ph.D., F.A.C.P. whereby Dr.
      Ascensao, as an independent contractor and not as an employee, has agreed to
      act
      as the Company’s Medical Director.





The
      Company 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.





Over
      the
      next twelve months and if the Company is   successful in obtaining the
      necessary additional financing and obtaining equipment and necessary additional
      professional staff, the Company anticipates purchasing the following
      significant laboratory equipment:




Equipment                                                                    Estimated
      Cost


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


*
      to be
      reordered on an annual basis




The
      Company can not assure that it will be successful in obtaining additional
      financing necessary to implement its business plan.  The Company
      has   not received any commitment or expression of interest from any
      financing source that has given it any assurance that it will obtain the
      amount of additional financing in the future that it currently
      anticipates.  For these and other reasons, the Company is
  not able to assure that it will obtain any additional financing or,
      if it is successful, that it can obtain any such financing on terms
      that may be reasonable in light of its current circumstances.




**Item
      3. CONTROLS AND PROCEDURES**




(A)
      Evaluation of Disclosure Controls and Procedures




As
      of the
      end of the period covered by this report, the Company carried out an evaluation,
      under the supervision and with the participation of David Koos, who is the
      Company's Principal Executive Officer/Principal Financial Officer, of the
      effectiveness of the design and operation of the Company's disclosure controls
      and procedures. The Company's disclosure controls and procedures are designed
      to
      provide a reasonable level of assurance of achieving the Company's disclosure
      control objectives. The Company's Principal Executive Officer/Principal
      Financial Officer has concluded that the Company's disclosure controls and
      procedures are, in fact, effective at this reasonable assurance level as of
      the
      period covered.




(B)
      Changes in Internal Controls over Financial Reporting




In
      connection with the evaluation of the Company's internal controls during the
      period commencing on April 1, 2007 and ending June 30, 2007, David Koos, who
      is
      both the Company's Principal Executive Officer and Principal Financial Officer
      has determined that there were no changes to the Company's internal controls
      over financial reporting that have been materially effected, or is reasonably
      likely to materially effect, the Company's internal controls over financial
      reporting.




**PART
      II.**




**Item
      1: LEGAL PROCEEDINGS**





14


None





**Item
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**





On
      June 13, 2006, the Company deposited 10,000,000 newly issued common
      shares into Escrow pursuant to a stock purchase agreement (“Agreement”) by and
      between the Company and Bio-Matrix Scientific Group, Inc (“Seller”), a Delaware
      corporation.





Under
      the
      terms of the Agreement, the Company acquired all of the outstanding common
      stock
      of BMSG (at that time a wholly-owned subsidiary of the Seller) and the
      aforementioned 10,000,000 newly issued common shares were released to the Seller
      from Escrow at the closing of the acquisition (July 3, 2006).





The
      shares
      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 shares were
      offered directly through the management of the Company, and the consideration
      for the shares was 100% of the share capital of BMSG.





On
      July
      17, 2006 the Company 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, the Company 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.





The
      shares
      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 shares were
      offered directly through the management of the Company, and the consideration
      for the shares was full satisfaction of the amount of $1,191,619 plus accrued
      and unpaid interest, owed to BMXP Holdings, Inc. by the Company.





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.





The
      shares
      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 shares were
      offered directly through the management of the Company, and the consideration
      for the shares was full satisfaction of the amount$246,744
      plus accrued interest owed by the Company to Bio-Technology Partners Business
      Trust.





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. 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.





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.




During
      the
      period beginning January 1, 2007 and ending April 4, 2007, the Company 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.





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. There was
      no
      advertisement or general solicitation made in connection with this offer and
      sale of 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.





On
      June
      21, 2007, 331,597 shares of the Company’s common stock were issued to Venture
      Bridge Advisors in full satisfaction of $82,900 owed by the Company to Venture
      Bridge Advisors. The shares were issued pursuant to Section 4(2) of the
      Securities Act of 1933, as amended.





15


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.





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
      30, 2007, the Company issued 566,217 common shares to Bombardier Pacific
      Ventures in satisfaction of the principal amount of $141,554 owed by us 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. 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.





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.





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
      31, 2007, the Company issued 760,000 common shares for cash consideration of
      $190,000. The net proceeds of that sale, which were $190,000, will be
      utilized for general working capital purposes. No underwriters were retained
      to
      serve as placement agents for the sale. These shares were sold directly through
      our management. No commission or other consideration was paid in connection
      with
      the sale of these shares. There was no advertisement or general solicitation
      made in connection with this offer and sale of shares. The offer and sale of
      these shares was exempt from the registration provisions of the Securities
      Act
      by reason of Section 4(2) thereof and Rule 506 of Regulation D thereunder.
      Management made its determination of the availability of such exemption based
      upon the facts and circumstances surrounding the offer and sale of these shares,
      including the representations and warranties made by the purchasers and the
      fact
      that restrictive legends were placed on, and stop transfer orders placed
      against, the certificates for these shares.





On
      August
      6, 2007, the Company issued 620,000 common shares to consultants as
      consideration for services rendered. 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.





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.





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
      August
      6, 2007, the Company issued 440,000 common shares for cash consideration of
      $110,000. The net proceeds of that sale, which were $110,000, will be utilized
      for general working capital purposes. No underwriters were retained to serve
      as
      placement agents for the sale. These shares were sold directly through our
      management. No commission or other consideration was paid in connection with
      the
      sale of these shares. There was no advertisement or general solicitation made
      in
      connection with this offer and sale of shares. The offer and sale of these
      shares was exempt from the registration provisions of the Securities Act by
      reason of Section 4(2) thereof and Rule 506 of Regulation D thereunder.
      Management made its determination of the availability of such exemption based
      upon the facts and circumstances surrounding the offer and sale of these shares,
      including the representations and warranties made by the purchasers and the
      fact
      that restrictive legends were placed on, and stop transfer orders placed
      against, the certificates for these shares.





On
      November 14, 2007 the Company sold $50,000 face value convertible debenture
      (“Convertible Debenture”) for an aggregate purchase price of $50,000 to one
      purchaser, who is accredited investor as “accredited investor” is defined in
      Rule 501 of Regulation D, promulgated under the Securities Act of 1933, as
      amended. and who also has for two years had a substantive, pre-existing
      relationship with the Company.





Interest
      on the Convertible Debenture shall accrue at a rate of 12% per annum based
      on a
      365 day year. The Company shall pay simple interest to the holder on the
      aggregate unconverted and then outstanding principal amount of this Convertible
      Debenture at the rate of 12% per annum, payable on the maturity Date, which
      is
      November 14, 2009.





At
      any
      time subsequent to the expiration of a six month period since either
      of:





(i)           that
      Registration Statement, as amended,  filed with the SEC on Form SB-2
      relating to the sale of an aggregate of 17,195,263 shares of the common stock
      of
      the Company  by certain selling shareholders (the “Selling
      Shareholders Registration Statement”) has been declared effective by the SEC
      or




(ii)           the
      Selling Shareholder Registration Statement has been withdrawn by the
      Company.





The
      holder
      may convert the Convertible Debenture, in whole but not in part, into the
      Company’s common shares at the conversion rate of $0.15 per Share.





Subsequent
      to any conversion , the holder  shall have the right, upon written
      demand to Company (“Registration Demand”), to cause Company, within ninety days
      of the Registration Demand, to prepare and file with the United States
      securities and Exchange Commission (“SEC”) a Registration Statement in order
      that the Conversion Shares may be registered under the Securities Act of 1933,
      as amended, and use its reasonable best efforts to cause that Registration
      Statement to be declared effective by the SEC. There is no penalty to the
      Company in the event the registration Statement is not declared effective by
      the
      SEC.




The
      net
      proceeds, which are $50,000, will be utilized general working capital purposes.
      No underwriters were retained to serve as placement agents for the sale. This
      Convertible Debenture was sold directly through our management. No commission
      or
      other consideration was paid in connection with the sale of the Convertible
      Debenture. There was no advertisement or general solicitation made in connection
      with this offer and sale of the Convertible Debenture. The offer and sale of
      the
      Convertible Debenture was exempt from the registration provisions of the
      Securities Act by reason of Section 4(2) thereof. Management made its
      determination of the availability of such exemption based upon the facts and
      circumstances surrounding the offer and sale of the Convertible Debenture,
      including the representations and warranties made by the purchaser and the
      fact
      that a restrictive legend was placed on the Convertible Debenture and
      restrictive legends will be placed on, and stop transfer orders placed
      against, the certificates for any shares into which the Convertible
      debenture may convert.





16


**Item
      3. DEFAULTS UPON SENIOR
      SECURITIES**





None.




**Item
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.




**Item
      5. OTHER INFORMATION**





None.




**Item
      6. EXHIBITS**


31.1*
            Certification
                of Chief Executive Officer31.2*
            Certification
                of Acting Chief Financial Officer32.1*
            Certification
                of Chief Executive Officer under Section 906 of the Sarbanes-Oxley
                Act of
                2002.32.2*
            Certification
                of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley
                Act of 2002.31.3
            Certification
                of Chief Executive Officer dated November 28, 200731.4
            Certification
                of Acting Chief Financial Officer dated November 28,
                200732.3
            Certification
                of Chief Executive Officer under Section 906 of the Sarbanes-Oxley
                Act of
                2002. dated November 28, 200732.4
            Certification
                of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley
                Act of 2002 dated November 28, 2007


*
      Filed
      previously













**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the Company caused this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Bio-
                Matrix Scientific Group, Inc.a
                Delaware corporationBy:
            /s/
                David R. KoosDavid
                R. KoosChief
                Executive OfficerDate:
                November 28, 2007