**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**





Quarterly
      Report under Section 13 or 15 (d) of


Securities
      Exchange Act of 1934





For
      Period
      ended December 31, 2006





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.
      Yes [X] No [ ]





There
      were
      16,733,289 shares of Common Stock outstanding as of February 14,
      2007**.**






1








**PART
      I.**





**Item
      1: Financial Statements**








**Chang
        G. Park, CPA, Ph. D.**
 **t** **371 E STREET** **t** **CHULA VISTA** **t** **CALIFORNIA 91910-2615** **t**
 **t** **TELEPHONE (858)722-5953** **t** **FAX (858) 408-2695** **t** **FAX (858) 764-5480**
 **t** **E-MAIL changgpark@gmail.com**








**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 December 31, 2006, and the related consolidated
      statements of operation, changes in stockholders’ equity, and cash flows for the
      three months ended December 31, 2006; and for the period from October 6, 1998
      (inception) through December 31, 2006. 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





February
      12, 2007


Chula
      Vista, California





2




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


**ASSETS****As
                  of December 31, 2006**
                **(unaudited)**
              
              **As
                  of September 30, 2006****CURRENT
                  ASSETS**Cash
              
              $
              14,991
              
              $
              22,641Receivable
              
              
              74Pre-paid Expenses
              
              
              -
              
              
              20,207**Total Current Assets**
              
              
              15,065
              
              
              42,848**PROPERTY
                  & EQUIPMENT**
              
              
              365,070
              
              
              340,557**GOODWILL**
              
              
              -**Intangible
                  Assets/Technology**
              
              
              -**Total
                  Other Assets**
              
              
              29,127
              
              
              29,127**TOTAL
                  ASSETS**
              
              
              **409,262**
              
              
              **412,532**


The
      accompanying 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)****Consolidated
                Balance Sheets**




**LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              
              **As
                  of December 31,****2006**
                **(unaudited)**
              
              
              **As
                  of September 30, 2006****CURRENT
                  LIABILITIES**Accounts payable
              
              $
              54,223
              
              $
              91,079Loans from former parent
              
              
              -
              
              
              1,195,196Notes Payable
              
              
              188,324
              
              
              148,952Accrued Payroll
              
              
              4,000
              
              
              -Accrued Payroll Taxes
              
              
              1,387
              
              
              16,460Accrued Interest
              
              
              3,748
              
              
              1,368Accrued Expenses
              
              
              3,863
              
              
              -**Total Current Liabilities**
              
              
              255,545
              
              
              1,453,055**LONG
                  TERM LIABILITIES**
              
              
              -
              
              
              -**TOTAL
                  LIABILITIES**
              
              
              255,545
              
              
              1,453,055**STOCKHOLDERS'
                  EQUITY**Preferred
                  Stock ($.0001 par value authorized 20,000,000 shares authorized;
                  none issued and outstanding.)Common
                      Stock, ($.0001 par value authorized 80,000,000 shares authorized;
                      16,493,389 shares and 13,385,000   shares issued and
                      outstanding as of December 31, 2006 and September 30,
                      2006)
              
              
              1,649
              
              
              1339Additional
                  paid in Capital
              
              
              32,035,693
              
              
              30,375,584Deficit
                  accumulated during the development stage
              
              
              (31,883,625
              )
              
              (31,417,446
              )**Total Stockholders' Equity (Deficit)**
              
              
              153,717
              
              
              (1,040,523
              )**TOTAL****LIABILITIES
                    & STOCKHOLDERS' EQUITY**
              
              $
              **409,262**
              
              $
              **412,532**


**** The
      accompanying 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)****Consolidated
                Statements of Operations**
              **(unaudited)**


**Inception****(October
                6, 1998)****3
                Months Ended**
            
            **3
                Months Ended**
            
            **through****Dec
                31,**
            
            **Dec
                31,**
            
            **Dec
                31,****2006**
            
            **2005**
            
            **2006****(unaudited)**
            
            **(unaudited)**
            
            **(unaudited)****REVENUES**Sales
            
            $
            -
            
            $
            -
            
            $
            1,000**Total
                Revenues**
            
            
            -
            
            
            -
            
            
            1,000**COSTS
                AND EXPENSES**Research
                and Development
            
            
            108,489
            
            
            
            
            
            136,164General
                and administrative
            
            
            224,673
            
            
            250
            
            
            1,051,368Depreciation
                and amortization
            
            
            333
            
            
            -
            
            
            666Consulting
                and professional fees
            
            
            125,840
            
            
            -
            
            
            916,475Impairment
                of goodwill & intangibles
            
            
            -
            
            
            
            
            
            29,777,222**Total
                Costs and Expenses**
            
            
            459,335
            
            
            250
            
            
            31,881,895**OPERATING
                LOSS**
            
            
            (459,335
            )
            
            (250
            )
            
            (31,880,395
            )**OTHER
                INCOME & (EXPENSES)**Interest
                Expense
            
            
            (6,844
            )
            
            -
            
            
            (8,212
            )Interest
                Income
            
            
            -
            
            
            11
            
            
            39Other
                income
            
            
            -
            
            
            -
            
            
            5,443**Total
                Other Income & (Expenses)**
            
            
            (6,844
            )
            
            11
            
            
            (2,730
            )**NET
                INCOME (LOSS)**
            
            $
            **(466,179**
            **)**
            $
            **(239**
            **)**
            $
            **(31,883,625**
            **)****BASIC
                AND DILUTED EARNINGS (LOSS) PER SHARE****BASIC
                AND DILUTED EARNINGS (LOSS) PER SHARE**
            
            $
            **(0.03**
            **)**
            $
            **(0.00**
            **)**
            $
            -**WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARES OUTSTANDING**
            
            
            **15,275,294**
            
            
            **12,780,000**
            
            
            -




The
      accompanying Notes are an integral part of these financial
      statements




5




**BIO-MATRIX
                SCIENTIFIC GROUP, INC. AND SUBSIDIARY****(FORMERLY
                TASCO INTERNATIONAL, INC.)****(A
                Development Stage Company)****Consolidated
                Statements of Changes in Stockholders' Equity
                (Deficit)****From
                October 6, 1998 (inception) through December 31,
                2006****(unaudited)**




**Common**
            
            **Additional
                Paid-in**
            
            **Retained****Shares**
            
            **Amount**
            
            **Capital**
            
            **Earnings**
            
            **Total**Stock
                issued for cash October 6, 1998
            
            
            1,000,000
            
            
            100
            
            
            (90
            )
            
            
            
            
            10Stock
                issued for cash October 9, 1998
            
            
            1,300,000
            
            
            130
            
            
            1,170
            
            
            
            
            
            1,300Stock
                issued for cash October 9, 1998
            
            
            190,000
            
            
            19
            
            
            171
            
            
            
            
            
            190Stock
                issued for cash April 1, 1999
            
            
            290,000
            
            
            29
            
            
            261
            
            
            
            
            
            290Net
                Loss October 6,1998 (inception through September 30, 1999)
            
            
            
            
            
            
            
            
            
            
            
            (295
            )
            
            (295
            )**Balance
                September 30, 1999**
            
            
            **2,780,000**
            
            
            **278**
            
            
            **1,512**
            
            
            **(295**
            **)**
            
            **1,495**Stock
                issued for cash October 19, 1999
            
            
            10,000,000
            
            
            1,000
            
            
            9,000
            
            
            
            
            
            10,000Net
                Loss October 1,1999 through September 30, 2000
            
            
            
            
            
            
            
            
            
            
            
            (367
            )
            
            (367
            )**Balance
                September 30, 2000**
            
            
            **12,780,000**
            
            
            **1,278**
            
            
            **10,512**
            
            
            **(662**
            **)**
            
            **11,128**Net
                Loss October 1, 2000 through September 30, 2001
            
            
            
            
            
            
            
            
            
            
            
            (11,028
            )
            
            (11,028
            )**Balance
                September 30, 2001**
            
            
            **12,780,000**
            
            
            **1,278**
            
            
            **10,512**
            
            
            **(11,690**
            **)**
            
            **100**Net
                Loss October 1, 2001through
                September 30, 2002
            
            
            
            
            
            
            
            
            
            
            
            (4,257
            )
            
            (4,257
            )**Balance
                September 30, 2002**
            
            
            **12,780,000**
            
            
            **1,278**
            
            
            **10,512**
            
            
            **(15,947**
            **)**
            
            **(4,157**
            **)**Net
                Loss October 1, 2002 through September 30, 2003
            
            
            
            
            
            
            
            
            
            
            
            (4,328
            )
            
            (4,328
            )**Balance
                September 30, 2003**
            
            
            **12,780,000**
            
            
            **1,278**
            
            
            **10,512**
            
            
            **(20,275**
            **)**
            
            **(8,485**
            **)**Contributed
                Capital
            
            
            
            
            
            
            
            
            12,362
            
            
            
            
            
            12,362Net
                Loss October 1, 2003 through September 30, 2004
            
            
            
            
            
            
            
            
            
            
            
            (7,974
            )
            
            (7,974
            )**Balance
                September 30, 2004**
            
            
            **12,780,000**
            
            
            **1,278**
            
            
            **22,874**
            
            
            **(28,249**
            **)**
            
            **(4,097**
            **)**Contributed
                Capital
            
            
            
            
            
            
            
            
            9,021
            
            
            
            
            
            9,021Net
                Loss October 1, 2004 through September 30, 2005
            
            
            
            
            
            
            
            
            
            
            
            (6,667
            )
            
            (6,667
            )**Balance
                September 30, 2005**
            
            
            **12,780,000**
            
            
            **1,278**
            
            
            **31,895**
            
            
            **(34,916**
            **)**
            
            **(1,743**
            **)**Stock
                Cancelled June 13, 2006
            
            
            (10,000,000
            )
            
            (1,000
            )
            
            
            
            
            
            
            
            (1,000
            )Stock
                issued June 13, 2006
            
            
            10,000,000
            
            
            1,000
            
            
            28,999,000
            
            
            
            
            
            29,000,000Stock
                issued for services
            
            
            305,000
            
            
            31
            
            
            759,719
            
            
            
            
            
            759,750Stock
                issued for Compensation
            
            
            300,000
            
            
            30
            
            
            584,970
            
            
            
            
            
            585,000Net
                Loss October 1, 2005 through September 30, 2006
            
            
            
            
            
            
            
            
            
            
            
            (31,382,530
            )
            
            (31,382,530
            )**Balance
                September 30, 2006**
            
            
            **13,385,000**
            
            
            **1,339**
            
            
            **30,375,584**
            
            
            **(31,417,446**
            **)**
            
            **(1,040,523**
            **)**Stock
                issued for services
            
            
            100,184
            
            
            10
            
            
            112,524
            
            
            
            
            
            112,534Stock
                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 30, 2006**
            
            
            **16,493,389**
            
            
            **1,649**
            
            
            **32,035,693**
            
            
            **(31,883,625**
            **)**
            
            **157,717**




The
      accompanying Notes are an integral part of these financial
      statements




6




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


**3
                  Months Ended**
              
              **3
                  Months Ended**
              
              **October
                  6, 1998**
                **(inception)
                  through****December
                  31,**
              
              **December
                  31,**
              
              **December
                  31,****2006**
              
              **2005**
              
              **2006****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  (loss)
              
              $
              (466,179
              )
              $
              (239
              )
              $
              (31,883,625
              )Adjustments
                    to reconcile net loss to net cash (used in) provided by operating
                    activities:Impairment
                  of goodwill and intangible asset
              
              
              -
              
              
              
              
              
              29,777,222Depreciation
                  expense
              
              
              333
              
              
              -
              
              
              666Stock
                  issued for compensation
              
              
              101,480
              
              
              -
              
              
              686,480Stock
                  issued for services
              
              
              112,534
              
              
              -
              
              
              872,284Cancellation
                  of Debt
              
              
              -
              
              
              
              
              
              (5,443
              )Stock
                  issued to cancel debt plus accrued interest
              
              
              251,209
              
              
              
              
              
              251,209Changes
                  in operating assets and liabilities:(Increase)
                  decrease in receivables
              
              
              (74
              )
              
              
              
              
              (74
              )(Increase)
                  decrease in prepaid expenses
              
              
              20,207
              
              
              
              
              
              -(Increase)
                  decrease in organizational costs
              
              
              -
              
              
              -Increase
                  (Decrease) in Accounts Payable
              
              
              (36,856
              )
              
              -
              
              
              54,223Increase
                  (Decrease) in Accrued Expenses
              
              
              (4,830
              )
              
              -
              
              
              12,998(Increase)
                  Decrease in Deposits
              
              
              -
              
              
              
              
              
              (29,127
              )***Net
                  Cash Provided by (Used in) Operating
                  Activities***
              
              
              **(22,176**
              **)**
              
              **(239**
              **)**
              
              **(263,187**
              **)****CASH
                  FLOWS FROM INVESTING ACTIVITIES**Purchases
                  of fixed assets
              
              
              (24,846
              )
              
              -
              
              
              (365,736
              )Purchases
                  of Intangible assets
              
              
              
              
              
              -
              
              
              (29,777,222
              )***Net
                  Cash Provided by (Used in) Investing
                  Activities***
              
              
              **(24,846**
              **)**
              
              **-**
              
              
              **(30,142,958**
              **)****CASH
                  FLOWS FROM FINANCING ACTIVITIES**Common
                  stock issued for cash
              
              
              -
              
              
              
              
              
              1,278Additional
                  paid in Capital
              
              
              -
              
              
              -
              
              
              29,036,338Principal
                  borrowings on notes
              
              
              39,372
              
              
              -
              
              
              188,324Net
                  borrowings from related parties
              
              
              
              
              
              3,500
              
              
              1,195,196***Net
                  Cash Provided by (Used in) Financing
                  Activities***
              
              
              **39,372**
              
              
              **3,500**
              
              
              **30,421,136*****Net
                  Increase (Decrease) in Cash***
              
              
              **(7,650**
              **)**
              
              **3,261**
              
              
              **14,991*****Cash
                  at Beginning of Year***
              
              
              **22,641**
              
              
              **-**
              
              
              **-*****Cash
                  at End of Period***
              
              $
              **14,991**
              
              $
              **-**
              
              $
              **(14,991**
              **)*****Supplemental
                  Cash Flow Disclosures:***Cash
                  paid during period for interest
              
              $
              -
              
              $
              -
              
              $
              -Cash
                  paid during period for taxes
              
              $
              
              
              $
              
              
              $**Non
                  cash disclosure items:**
              
              
              **-****Stock
                  issued to cancel debt**
              
              
              **1,195,195**




The
        accompanying Notes are an integral part of these financial
        statements




7




BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      December 31, 2006





NOTE
      1.
      ORGANIZATION AND DESCRIPTION OF BUSINESS





Bio-Matrix
      Scientific Group, Inc. (“Company”) was organized October 6, 1998, under the laws
      of the State of Delaware as Tasco International, Inc.





The
      Company is in the development stage. From October 6, 1998 to June 3, 2006 its
      activities have been limited to capital formation, organization, and development
      of its business plan to provide production of visual content and other digital
      media, including still media, 360-degree images, video, animation and audio
      for
      the Internet.





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





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




NOTE
      2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





A.
      BASIS
      OF ACCOUNTING





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




D.
      CASH
      EQUIVALENTS




The
      Company considers all highly liquid investments with a maturity of three months
      or less when purchased to be cash equivalents.





E.
      PROPERTY AND EQUIPMENT





Property
      and equipment are recorded at cost. Maintenance and repairs are expensed in
      the
      year in which they are incurred. Expenditures that enhance the value of property
      and equipment are capitalized.


The
      Company has depreciated property and equipment by the straight-line method
      over
      the useful life.





F.
      INCOME
      TAXES





Income
      taxes are provided in accordance with Statement of Financial accounting
      Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
      or liability is recorded for all temporary differences between financial and
      tax
      reporting and net operating loss carry forwards. Deferred tax expense (benefit)
      results from the net change during the year of deferred tax assets and
      liabilities.





Deferred
      tax assets are reduced by a valuation allowance when, in the opinion of
      management, it is more likely than not that some portion of all of the deferred
      tax assets will be realized. Deferred tax assets and liabilities are adjusted
      for the effects of changes in tax laws and rates on the date of
      enactment.





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).





8




BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      December 31, 2006


(continued)





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 arethe same as basic earnings per share due to the lack of dilutive items
      in
      the Company.





H.
      VALUATION OF GOODWILL





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




NOTE
      3.
      Property and equipment




Pr operty
      and
      equipment as of December 31, 2006 consists of the following:




2006Acquisition
                cost:Production
                Equipment
            
            
            
            US$
            93,314Production
                Cleanroom
            
            
            
            
            78,264Leasehold
                improvement
            
            
            
            
            188,981Office
                equipment
            
            
            
            
            3,057Computer
            
            
            
            
            2,120Subtotal
            
            
            
            
            365,736Less
                accumulated depreciation
            
            
            
            
            (666
            )Total
            
            
            
            US$
            365,070




NOTE
      4.
      WARRANTS AND OPTIONS





On
      July
      17, 2006 the Company signed a public relations agreement with OTCFN which called
      for the issuance of an option agreement for 200,000 options exercisable at
      $4.50
      per share. These options expired unexercised six months from the date of
      execution of the agreement





NOTE
      5.
      GOING CONCERN





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company generated net losses of
      $31,883,625 during the period from October 6, 1998 (inception) through December
      31, 2006. This condition raises substantial doubt about the Company's ability
      to
      continue as a going concern. The Company's continuation as a going concern
      is
      dependent on its ability to meet its obligations, to obtain additional financing
      as may be required and ultimately to attain profitability. The financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.


Management
      plans to raise additional funds through debt or equity offerings. Management
      has
      yet to decide what type of offering the Company will use or how much capital
      the
      Company will raise. There is no guarantee that the Company will be able to
      raise
      any capital through any type of offerings.





NOTE
      6.
      INCOME TAXES




As
                of December 31, 2006Deferred
                tax assets:Net
                operating tax carry forwards
            
            $
            10,840,433Other
            
            
            0Gross
                deferred tax assets
            
            
            10,840,433Valuation
                allowance
            
            
            (10,840,433
            )Net
                deferred tax assets
            
            $
            0





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




9




BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      December 31, 2006


(continued)








NOTE
      7.
      SCHEDULE OF NET OPERATING LOSSES




1998
                Net Operating Loss
            
            $
            (295)1999
                Net Operating Loss
            
            
            (367)2000
                Net Operating Loss
            
            
            (11,028)2001
                Net Operating Loss
            
            
            (4,257)2002
                Net Operating Loss
            
            
            (4,328)2003
                Net Operating Loss
            
            
            (7,974)2004
                Net Operating Loss
            
            
            (6,667)2005
                Net Operating Loss
            
            
            (31,382,530)Three
                Months Ended December 31, 2006 Net Operating Loss
            
            
            (466,179)Net
                Operating Loss
            
            $
            (31,883,625)





As
      of
      December 31, 2006 the Company has a net operating loss carry forward of
      approximately $31,883,625 which will expire 20 years from the date the loss
      was
      incurred.





NOTE
      8.
      RELATED PARTY TRANSACTION





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





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





On
      July 3,
      2006, the Company acquired 100% of the share capital of BMSG from BMXP Holdings,
      Inc., formerly named Bio Matrix Scientific Group, Inc. (See Note
      12).





David
      R.
      Koos, the Chairman, CEO and President of the Company, is, and at the time of
      the
      acquisition was, the Chairman and Chief Executive Officer of BMXP Holdings
      Inc.
      as well as beneficial owner of 24% of the share capital of BMXP Holdings, Inc.
      Brian Pockett, Vice President, COO and Director of the Company, is , and at
      the
      time of the acquisition was, Chief Operating Officer, Managing Director and
      a
      Director of BMXP Holdings Inc. as well as beneficial owner of 14% of the share
      capital of BMXP Holdings, Inc.





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.





NOTE
      9.
      STOCK TRANSACTIONS





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





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





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





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





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





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


10




BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      December 31, 2006


(continued)





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





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





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





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





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





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





On
      October, 6, 2006 the Company issued 8,850 shares of common stock to consultants
      for services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
      AND CONSULTANTS STOCK COMPENSATION PLAN.





On
      October
      11, 2006 the Company issued 43,000 shares of common stock to consultants for
      services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND
      CONSULTANTS STOCK COMPENSATION PLAN.





On
      October
      12, 2006, the Company shall issued 1,462,570 common shares of the Company to
      BMXP in full satisfaction of the amount of $1,191,619 plus accrued and unpaid
      interest, owed to BMXP Holdings, Inc. by the Company.





On
      November 10, 2006 the Company issued 100,000 shares of common stock to
      management pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
      AND
      CONSULTANTS STOCK COMPENSATION PLAN.





On
      November 11, 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.





NOTE
      10.
      STOCKHOLDERS' EQUITY





The
      stockholders' equity section of the Company contains the following classes
      of
      capital stock as of December 31, 2006:





*
      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: 16,493,389 shares
      issued and outstanding.





NOTE
      11.
      COMMITMENTS AND CONTINGENCIES





On
      August
      3, 2005, BMSG entered into an agreement to lease a 14,562 square foot facility
      for use as a cellular storage facility at a rate of $18,931 per month. The
      lease
      is for a period of five years commencing on December 1, 2005 and expiring on
      November 30, 2010. The lease contains a renewal option enabling the Company
      to
      renew the lease for an additional five years. There are no contingent payments
      which the Company is required to make.





Lease
      Commitments




2006
            $
                227,7392007
            $
                234,5622008
            $
                241,6112009
            $
                248,8642010
            $
                234,377




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




11




BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      December 31, 2006


(continued)





cGTP
      (Good
      Tissue Practices) compliant facility specifically designed for the cryogenic
      storage of stem cells, medical device engineering, stem cell research and stem
      cell specimen processing laboratories.




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





NOTE
      12.
      ACQUISITION OF BIO-MATRIX SCIENTIFIC GROUP (NEVADA).





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





Under
      the
      terms of the Acquisition Agreement and pursuant to a separate Escrow Agreement
      between the Company and the Seller, The Company delivered to the Escrow Agent
      the sum of 10,000,000 shares of the Company’s common stock and other corporate
      and financial records and the Seller delivered to the Escrow Agent 25,000 shares
      of the common stock of BSMG., a Nevada corporation (the “Subsidiary”). As a part
      of the transaction and pursuant to the terms of the Acquisition Agreement and
      Stock Cancellation Agreement between the parties and John Lauring, the Company’s
      former Chairman and Chief Executive Officer, John Lauring returned 10,000,000
      shares of the Company held and owned by him for cancellation.





On
      June
      14, 2006, the Company’s officers and directors resigned their positions and
      elected Dr. David R. Koos and Mr. Brian Pockett as in-coming Directors of the
      Registrant. Following their election and the reconstruction of the Board of
      Directors, the Registrant’s Board of Directors elected Dr. David R. Koos as
      Chief Executive Officer and President and Mr. Brian Pockett as Chief Operating
      Officer and Vice President on June 19, 2006.





On
      July 3,
      2006, the Acquisition Agreement closed and Company acquired the twenty-five
      thousand (25,000) shares of the Common Stock of the Subsidiary from the Seller
      in exchange for the payment of the purchase price of 10,000,000 shares of the
      common stock of the Company and the 10,000,000 shares of the Company owned
      and
      held by John Lauring were returned to the Company for cancellation. At that
      time, the Escrow Agent released all stock certificates and certain other
      corporate and financial books and records held pursuant to the Escrow
      Agreement.




As
      a
      result of the Acquisition Agreement, the Subsidiary became a wholly owned
      subsidiary of the Company and the Seller became the holder of approximately
      78.24% of the outstanding common stock of the Registrant.





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





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





On
      July
      25, 2006 the Company adopted the TASCO HOLDINGS INTERNATIONAL, INC. 2006
      EMPLOYEE AND CONSULTANTS STOCK COMPENSATIONPLAN (“the Plan”) which provides for
      the issuance of up to 1,500,000 authorized but unissued shares of Common Stock
      to eligible employees and consultants for services rendered (“Award Shares” or
“Awards”). These Award Shares were registered with the Securities and Exchange
      Commission (“Commission”) on Form S-8 filed with the Commission on August 8,
      2006. This Plan shall terminate on July 15, 2016.





Award
      Shares may be issued to Eligible Persons (The term "Eligible Person" means
      any
      natural person who, at a particular time, is an employee, officer, director,
      consultant, or advisor of the Company or any Parent or Subsidiary of the
      Company; provided that, in the case of consultants or advisors such services
      are
      not in connection with the offer and sale of securities in a capital-raising
      transaction and /or such services are not intended to directly or indirectly
      promote or maintain a market for the Company ’s securities) in any of the
      following instances:




(i)
      as a
      bonus for services previously rendered and compensated, in which case the
      recipient of the Award Shares shall not be required to pay any consideration
      for
      such Award Shares, and the value of such Award Shares shall be the Fair Market
      Value of such Award Shares on the date of grant; or





(ii)
      as
      compensation for the previous performance or future performance of services
      or
      attainment of goals, in which case the recipient of the Award Shares shall
      not
      be required to pay any consideration for such Award Shares (other than the
      prior
      performance of his services or the assumption of the obligation of future
      performance of services ).





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.


12





BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      December 31, 2006


(continued)





As
      of
      December 31, 2006, 858,884 shares have been issued pursuant to the
      Plan


**Number
                of****Shares****As
                of December 31, 2006:**Granted
            
            858,884*Remaining
                shares available for issuance under the Plan as of December 31,
                2006
            
            641,116





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





**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 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 for the year ended September 30, 2006.





**CONDITION
      AND RESULTS OF OPERATIONS THREE MONTHS ENDED DECEMBER 31,
      2006**





Revenues
      were -0- for the quarter ending December 31, 2006 and -0- for the same quarter
      ending 2005. Operating Expenses were $459,335 for the three months ended
      December 31, 2006 and $250 for the same period in 2005.





**ACQUISITION
      OF WHOLLY OWNED SUSIDIARY**





As
      of the
      acquisition of 100% of the share capital of Bio-Matrix Scientific Group, Inc.
      (“BMSG”, a Nevada corporation) on July 3, 2006, Tasco Holdings International,
      Inc.(“Company”) has ceased all activities relating to its historical business
      and adopted the business plan of BMSG.





BMSG
      is
      developmental stage company engaged primarily in the cryogenic storage of stem
      cells and the development of medical devices used in live tissue transfer and
      stem cell research.





Through
      BMSG, the Company has developed a line of medical devices (approximately 192
      disposable instruments for use in the plastic surgery field and stem cell
      research). The instruments are designed to be used to harvest adult stem cells
      from adipose (fat) tissue. The Company seeks to market and sell these
      instruments to plastic surgeons and to offer the patients of these plastic
      surgeons an opportunity to store stem cells derived from adipose tissue for
      future medical treatments. The Company has not conducted or obtained any
      independent evaluation of the efficacy or likely market interest in using these
      instruments. The Company's evaluations have been limited to those conducted
      by
      Company management without the benefit of any independent or third party
      professional evaluation.





Through
      BMSG , the Company is currently constructing what it believes is a state-of-the
      art, FDA good manufacturing practices (cGMP) and good tissue practices (cGTP)
      compliant facility for the processing and cryo-storage (in liquid nitrogen)
      of
      adult stem cells. It anticipates that it will offer a similar service to
      expectant parents by offering to store their newborn's cord blood stem cells
      as
      well. In undertaking these plans, it intend to offer such storage services
      at
      its planned facility. The planned facility is located at 8885 Rehco Road, San
      Diego, California 92121 and has approximately 15,000 square feet. The planned
      facility was acquired under a five year lease on December 1, 2005 at a current
      cost of $18,931 per month (plus certain common area costs). Under the terms
      of
      the lease, the lease term may be extended for an additional five year lease
      term
      at the then prevailing market prices.





All
      of the
      Company's current plans and strategy have been developed solely by our officers
      and Directors.





PLAN
        OF
        OPERATION
  As
        of
        December 31, 2006 the Company has $14,991 cash on hand and current liabilities
        of $255,545, such liabilities consisting of Accounts Payable , Notes Payable,
        Accrued Payroll, Accrued Interest , Accrued Expenses and Accrued
        Taxes.


13




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.)





Over
      the
      next 12 months, the Company anticipates opening its stem cell bank and marketing
      its disposable stem cell / tissue management instruments. Furthermore, the
      Company expects to increase the total number of employees by 20 new
      hires.





**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, 2006 and ending June 30, 2006, David Koos, who
      is
      both the Company's Principal Executive Officer and Principal Financial Officer
      has determined that there are no changes to the Company's internal controls
      over
      financial reporting that has materially affected, or is reasonably likely to
      materially effect, the Company's internal controls over financial
      reporting.





**PART
      II.**


**Item
      1: LEGAL PROCEEDINGS**





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.





**Item
      3. DEFAULTS UPON SENIOR SECURITIES**





None.


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





None





**Item
      5. OTHER INFORMATION**





None.





14




**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.








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:
                February 14, 2007




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