SECURITIES AND EXCHANGE
COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





Quarterly
Report under Section 13 or 15 (d) of


Securities
Exchange Act of 1934





For Period
ended June 30, 2009





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 o








Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Securities Exchange Act of 1934) (check one): Yes  
o No  
x





There were
40,284,977 shares of Common Stock outstanding as of June 30, 2009.








PART I—FINANCIAL INFORMATION


Item
1. Financial Statements.




BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARIES(A
      Development Stage Company)Condensed
      Consolidated Balance Sheets




as
      of
                                            
                                            
                                            as
      ofJune
      30, 2009
                                            
                                            
                                            September
      30, 2008(unaudited)
                                            
                                            
                                            (Audited)ASSETSCURRENT
      ASSETSCash
                                            
                                            $
                                            30,938
                                            
                                            
                                            $
                                            8,410Securities
      Available for sale
                                            
                                            
                                            
                                            
                                            
                                            
                                            550,000Pre-paid
      Expenses
                                            
                                            
                                            31,400
                                            
                                            
                                            
                                            49,258Total
      Current Assets
                                            
                                            
                                            62,338
                                            
                                            
                                            
                                            607,668PROPERTY
      & EQUIPMENT (Net of Accumulated Depreciation)
                                            
                                            
                                            538,868
                                            
                                            
                                            
                                            538,868Other
      Assets
                                            
                                            
                                            25,507
                                            
                                            
                                            
                                            21,307TOTAL
      ASSETS
                                            
                                            $
                                            626,713
                                            
                                            
                                            $
                                            1,167,843LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                                            
                                            $
                                            169,215
                                            
                                            
                                            $
                                            89,974Notes
      Payable
                                            
                                            
                                            337,218
                                            
                                            
                                            
                                            111,459Due
      to Shareholder
                                            
                                            
                                            100,000Accrued
      Payroll
                                            
                                            
                                            271,500
                                            
                                            
                                            
                                            150,000Accrued
      Payroll  taxes
                                            
                                            
                                            24,782
                                            
                                            
                                            
                                            29,998Accrued
      Interest
                                            
                                            
                                            67,551
                                            
                                            
                                            
                                            24,323Accrued
      expenses
                                            
                                            
                                            5,000
                                            
                                            
                                            
                                            30,000Current
      Portion of Convertible Note
                                            
                                            
                                            503,400Current
      Portion of Note to Affiliated party
                                            
                                            
                                            1,000Total
      Current Liabilities
                                            
                                            
                                            1,479,666
                                            
                                            
                                            
                                            435,754LONG
      TERM LIABILITIESConvertible
      Note (Less Current Portion)
                                            
                                            
                                            
                                            
                                            
                                            
                                            503,400Note
      to Affiliated Party (Less Current Portion)
                                            
                                            
                                            
                                            
                                            
                                            
                                            500,000TOTAL
      LIABILITIES
                                            
                                            
                                            1,479,666
                                            
                                            
                                            
                                            1,439,154STOCKHOLDERS'
      EQUITYPreferred
      Stock ($.0001 par value)20,000,000
      shares authorized; 5,668,547 and 3,050,478
                                            
                                            
                                            307
                                            
                                            
                                            
                                            567issued
      and outstanding as of September 30, 2008 and June 30, 2009Series
      AA Preferred Stock ($0.0001 par value)100,000
      shares authorized, 4852 issued and outstandingas
      of September 30, 2008 and June 30, 2009Series
      B Preferred($0.0001 par value) 2,000,000 shares authorized, 0 issued and
      outstanding as of September 30, 2008,
                                            
                                            
                                            73725,409
      issued and outstanding as of June 30, 2009Common
      Stock,  ($.0001  par value)80,000,000
      shares authorized;  24,870,869 and 40,284,977shares
      issued and outstanding as of September 30, 2008 and June 30,
      2008
                                            
                                            
                                            4,027
                                            
                                            
                                            
                                            2,488Additional
      paid in Capital
                                            
                                            
                                            8,589,935
                                            
                                            
                                            
                                            7,631,648Contributed
      Capital
                                            
                                            
                                            499,000Accumulated
      Other Comprehensive Income
                                            
                                            
                                            
                                            
                                            
                                            
                                            50,000Deficit
      accumulated during the development stage
                                            
                                            
                                            (9,946,297
                                            )
                                            
                                            
                                            (7,956,014
                                            )Total
      Stockholders' Equity (Deficit)
                                            
                                            $
                                            (852,955
                                            )
                                            
                                            $
                                            (271,311
                                            )TOTAL
      LIABILITIES&
      STOCKHOLDERS' EQUITY
                                            
                                            $
                                            626,713
                                            
                                            
                                            $
                                            1,167,843The
      Following Condensed Notes are an integral part of these Financial
      Statements





1


Bio Matrix
Scientific Group, Inc. and Subsidiaries


(A
Development Stage Company)
 Consolidated
Statements of Operations
  3
      Months Ended
                                      
                                      
                                      3
      Months Ended
                                      
                                      
                                      9
      Months ended
                                      
                                      
                                      9
      months Ended
                                      
                                      
                                      From
      InceptionJune
      30, 2009
                                      
                                      
                                      June
      30, 2008
                                      
                                      
                                      June
      30, 2009
                                      
                                      
                                      June
      30, 2008
                                      
                                      
                                      (August
      2, 2005)(unaudited)
                                      
                                      
                                      (unaudited)
                                      
                                      
                                      (unaudited)
                                      
                                      
                                      (unaudited
                                      
                                      
                                      throughJune
      30, 2009(unaudited)REVENUESSales
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Total
      Revenues
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0COSTS
      AND EXPENSESResearch
      and Development
                                      
                                      
                                      36,248
                                      
                                      
                                      
                                      57,388
                                      
                                      
                                      
                                      116,023
                                      
                                      
                                      
                                      128,763
                                      
                                      
                                      
                                      773,930General
      and administrative
                                      
                                      
                                      267,693
                                      
                                      
                                      
                                      263,372
                                      
                                      
                                      
                                      777,292
                                      
                                      
                                      
                                      714,023
                                      
                                      
                                      
                                      4,192,496Depreciation
      and amortization
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      453
                                      
                                      
                                      
                                      2,668Consulting
      and professional fees
                                      
                                      
                                      85,985
                                      
                                      
                                      
                                      721,814
                                      
                                      
                                      
                                      551,574
                                      
                                      
                                      
                                      1,000,579
                                      
                                      
                                      
                                      4,310,106Impairment
      of goodwill & intangibles
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      34,688Total
      Costs and Expenses
                                      
                                      
                                      389,926
                                      
                                      
                                      
                                      1,042,574
                                      
                                      
                                      
                                      1,444,889
                                      
                                      
                                      
                                      1,843,818
                                      
                                      
                                      
                                      9,313,888OPERATING
      LOSS
                                      
                                      
                                      (389,926
                                      )
                                      
                                      
                                      (1,042,574
                                      )
                                      
                                      
                                      (1,444,889
                                      )
                                      
                                      
                                      (1,843,818
                                      )
                                      
                                      
                                      (9,313,888
                                      )OTHER
      INCOME & (EXPENSES)Interest
      Expense
                                      
                                      
                                      (31,354
                                      )
                                      
                                      
                                      (20,872
                                      )
                                      
                                      
                                      (87,401
                                      )
                                      
                                      
                                      (42,865
                                      )
                                      
                                      
                                      (174,749
                                      )Interest
      Income
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      306Other
      income
                                      
                                      
                                      30,000
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      30,000
                                      
                                      
                                      
                                      100
                                      
                                      
                                      
                                      30,100Loss
      on sale of Available for Sale Securities
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      (487,900
                                      )
                                      
                                      
                                      
                                      
                                      
                                      
                                      (487,900
                                      )Other
      Expense
                                      
                                      
                                      (92
                                      )
                                      
                                      
                                      
                                      
                                      
                                      
                                      (92
                                      )
                                      
                                      
                                      
                                      
                                      
                                      
                                      (166
                                      )Total
      Other Income & (Expenses)
                                      
                                      
                                      (1,446
                                      )
                                      
                                      
                                      (20,872
                                      )
                                      
                                      
                                      (545,393
                                      )
                                      
                                      
                                      (42,765
                                      )
                                      
                                      
                                      (632,409
                                      )NET
      INCOME (LOSS)
                                      
                                      $
                                      (391,372
                                      )
                                      
                                      $
                                      (1,063,446
                                      )
                                      
                                      $
                                      (1,990,282
                                      )
                                      
                                      $
                                      (1,886,583
                                      )
                                      
                                      $
                                      (9,946,297
                                      )Loss
      attributable to common shareholders
                                      
                                      $
                                      (391,372
                                      )
                                      
                                      $
                                      (1,063,446
                                      )
                                      
                                      $
                                      (1,990,282
                                      )
                                      
                                      $
                                      (1,886,583
                                      )BASIC
      AND DILUTED EARNINGS (LOSS) PER SHARE
                                      
                                      
                                      (0.01
                                      )
                                      
                                      
                                      (0.04
                                      )
                                      
                                      
                                      (0.07
                                      )
                                      
                                      
                                      (0.08
                                      )WEIGHTED
      AVERAGE NUMBER OF COMMON  SHARES OUTSTANDING
                                      
                                      
                                      34,525,105
                                      
                                      
                                      
                                      23,696,781
                                      
                                      
                                      
                                      29,327,540
                                      
                                      
                                      
                                      23,525,620The
      Following Condensed Notes are an integral part of these Financial
      Statements
  2
 Bio Matrix
Scientific Group, Inc. and Subsidiaries
 (A
Development Stage Company)
 Consolidated
Statements of Cash Flow
  From
      August 2, 2005(Inception)9
      months ended
                                                  
                                                  
                                                  9
      months Ended
                                                  
                                                  
                                                  throughJune
      30, 2009
                                                  
                                                  
                                                  June
      30, 2008
                                                  
                                                  
                                                  June
      30, 2009(unaudited)
                                                  
                                                  
                                                  (unaudited)
                                                  
                                                  
                                                  (unaudited)OPERATING ACTIVITIESNet
      Income (loss)
                                                  
                                                  $
                                                  (1,990,282
                                                  )
                                                  
                                                  $
                                                  (1,886,583
                                                  )
                                                  
                                                  $
                                                  (9,946,297
                                                  )Adjustments
      to reconcile net loss to net cash (used in) providedby
      operating activities:Depreciation
      expense
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  453
                                                  
                                                  
                                                  
                                                  2,667Stock
      issued for compensation to employees
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  910,342Stock
      issued for services rendered by consultants
                                                  
                                                  
                                                  369,460
                                                  
                                                  
                                                  
                                                  782,432
                                                  
                                                  
                                                  
                                                  3,690,674Stock
      issued for interest
                                                  
                                                  
                                                  50,544
                                                  
                                                  
                                                  
                                                  17,296
                                                  
                                                  
                                                  
                                                  89,112Changes
      in operating assets and liabilities:(Increase)
      decrease in receivables
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (113
                                                  )(Increase)
      decrease in prepaid expenses
                                                  
                                                  
                                                  31,896
                                                  
                                                  
                                                  
                                                  (60,338
                                                  )
                                                  
                                                  
                                                  (17,362
                                                  )Increase
      (Decrease) in Accounts Payable
                                                  
                                                  
                                                  79,241
                                                  
                                                  
                                                  
                                                  49,393
                                                  
                                                  
                                                  
                                                  169,215Increase
      (Decrease) in Accrued Expenses
                                                  
                                                  
                                                  120,476
                                                  
                                                  
                                                  
                                                  158,805
                                                  
                                                  
                                                  
                                                  (54,755
                                                  )Net
      Cash Provided by (Used in) Operating Activities
                                                  
                                                  
                                                  (1,338,665
                                                  )
                                                  
                                                  
                                                  (938,542
                                                  )
                                                  
                                                  
                                                  (4,726,905
                                                  )INVESTING ACTIVITIES(
      Increase) Decrease in Deposits
                                                  
                                                  
                                                  (4,200
                                                  )
                                                  
                                                  
                                                  1,785
                                                  
                                                  
                                                  
                                                  (25,507
                                                  )Purchases
      of fixed assets
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (164,393
                                                  )
                                                  
                                                  
                                                  (541,536
                                                  )(Additions)
      Decreases  to Securities Available for Sale
                                                  
                                                  
                                                  500,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  0Net
      Cash Provided by (Used in) Investing Activities
                                                  
                                                  
                                                  495,800
                                                  
                                                  
                                                  
                                                  (162,608
                                                  )
                                                  
                                                  
                                                  (567,043
                                                  )FINANCING ACTIVITIESPreferred
      Stock issued for cash
                                                  
                                                  
                                                  57
                                                  
                                                  
                                                  
                                                  272
                                                  
                                                  
                                                  
                                                  339Common
      stock issued for cash
                                                  
                                                  
                                                  158
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  1,631Common
      Stock issued for Debt
                                                  
                                                  
                                                  216,716
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  216,716Common
      Stock issued for Accrued Salaries
                                                  
                                                  
                                                  120,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  120,000Additional
      paid in Capital
                                                  
                                                  
                                                  202,701
                                                  
                                                  
                                                  
                                                  787,114
                                                  
                                                  
                                                  
                                                  1,530,919Principal
      borrowings on notes and Convertible Debentures
                                                  
                                                  
                                                  225,759
                                                  
                                                  
                                                  
                                                  (1,330
                                                  )
                                                  
                                                  
                                                  6,679Increase
      (Decrease) Due to Shareholder
                                                  
                                                  
                                                  100,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  100,000Convertible
      notes
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  503,400
                                                  
                                                  
                                                  
                                                  503,400Contributed
      Capital
                                                  
                                                  
                                                  499,000
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  499,000Increase
      (Decrease) in Bank Overdraft
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (11,534
                                                  )
                                                  
                                                  
                                                  0Net
      borrowings from related parties
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  1,195,196Increase
      (Decrease) in Notes from Affilliated party
                                                  
                                                  
                                                  (499,000
                                                  )
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  1,000Net
      Cash Provided by (Used in) Financing Activities
                                                  
                                                  
                                                  865,391
                                                  
                                                  
                                                  
                                                  1,277,922
                                                  
                                                  
                                                  
                                                  4,174,880Net
      Increase (Decrease) in Cash
                                                  
                                                  
                                                  22,526
                                                  
                                                  
                                                  
                                                  176,772
                                                  
                                                  
                                                  
                                                  30,938Cash
      at Beginning of Period
                                                  
                                                  
                                                  8,410
                                                  
                                                  
                                                  
                                                  44,110
                                                  
                                                  
                                                  
                                                  0Cash
      at End of Period
                                                  
                                                  $
                                                  30,938
                                                  
                                                  
                                                  $
                                                  220,882
                                                  
                                                  
                                                  $
                                                  30,938Supplemental  Cash
      Flow Disclosures:Significant
      non-cash activities:Stock
      issued to cancel debt
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  2,044,592Preferred
      stock issued for stock dividend
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  108Total
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  2,044,700The
      Following Condensed Notes are an integral part of these Financial
      Statements





3





BIO-MATRIX
SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes to
condensed consolidated Financial Statements


As of June
30, 2009








NOTE 1 -
BASIS OF PRESENTATION





The
interim financial statements included herein, presented in accordance with
United States generally accepted accounting principles and stated in US
dollars, have been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and
Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.





These
statements reflect all adjustments, consisting of normal
recurring adjustments, which, in the opinion of management, are necessary
for fair presentation of the information contained therein.  It
is suggested that these condensed consolidated interim financial statements be
read in conjunction with the financial statements of the Company for the
period ended September 30, 2008 and notes thereto included in the Company's
10-KSB annual report.  The Company follows the same accounting
policies in the preparation of interim reports.





Results of
operations for the interim periods are not indicative of
annual results.





NOTE 2.
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 $9,946,297
during the period from August 2, 2005 (inception) through June 30, 2009. 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 3.
INCOME TAXES





As
      of June 30, 2009Deferred
      tax assets:Net
      operating tax carry forwards
              
              $
              3,494,719Other
              
              
              -0-Gross
      deferred tax assets
              
              
              3,494,719Valuation
      allowance
              
              
              (3,494,719
              )Net
      deferred tax assets
              
              $
              -0-




As
of  June 30, 2009 the Company has a Deferred Tax Asset
of  $3,494,719 completely attributable to net operating loss carry
forwards  of approximately $9,984,913 ( 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)
$9,946,297 attributable to Bio Matrix Scientific Group, Inc. a Nevada
corporation (“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 the Company recorded a valuation
allowance reducing all deferred tax assets to 0.





4




NOTE 4.
RELATED PARTY TRANSACTION





On May 8,
2009  the Company issued 226,540  of its common shares to
Bombardier Pacific Ventures, Inc. (“Bombardier”) , a company controlled by David
Koos, our Chairman and CEO,  in satisfaction of $11,067 in accrued
interest owed to Bombardier by the Company.





On May 8,
2009 the Company issued 1,341,500   of its common shares to Bombardier in
satisfaction of $67075 owed to Bombardier by the Company.





As of June
30, 2009, the Company is indebted in the amount of $182,089 to
Bombardier. These amounts are  callable at par plus any accrued and
unpaid interest by the  upon five days written notice,
and  bears simple interest at 15% maturing, for each amount
lent,  within one year of issuance.





As of June
30, 2009, the Company is also indebted the amount of $1,000 to Bombardier. This
amount, along with accrued simple interest at 10%, is due and payable on
November 29, 2009.





As of June
30, 2009, the Company is indebted in the amount of $11, 390 to Bombardier.
These amounts are  callable at par plus any accrued and unpaid
interest by the  upon five days written notice, and  bears
simple interest at 15% maturing, for each amount lent,  within one
year of issuance.





On June
22, 2009 the Company issued 4,000,000 shares of common stock in satisfaction of
$120,000 in accrued salary owed to David Koos.





NOTE 5.
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.





Common
Stock




On April
21, 2009 the Company issued 800,000 shares of common stock to Preferred
Shareholders in exchange for 800,000 shares of preferred stock.


On April
21, 2009 the Company issued 325,000 shares of common stock for services valued
at $42,250


On April
24, 2009 the Company issued 53,496 shares of common stock in satisfaction of
$6,196 of accrued interest.


On May 8,
2009 the Company issued 226, 540 of its common shares in satisfaction of
$11,067 in accrued interest owed by the Company.


On May 8,
2009 the Company issued 1,341,500   of its common shares in satisfaction of
$67075 owed by the Company.


On May 8,
2009 the Company issued 461,200   of its common shares in satisfaction
of $6984 owed by the Company.


On May 8,
2009 the Company issued 543,767   of its common shares in satisfaction
of $28,116 owed by the Company.


On May 8,
2009 the Company issued 234,460   of its common shares in satisfaction
of $11,423 owed by the Company.


On May 8,
2009 the Company issued 543,767   of its common shares in satisfaction
of $28,116 owed by the Company.


On May 8,
2009 the Company issued 62,360   of its common shares in satisfaction
of $3,118 owed by the Company.


On May 15,
2009 the Company issued 780,000 shares of common stock to Preferred Shareholders
in exchange for 780,000 shares of preferred stock.


On June 8,
2009 the Company issued 94,000 shares of common stock to Preferred Shareholders
in exchange for 94,000 shares of preferred stock


On June
22, 2009 the Company issued 200,000 shares of common stock for services valued
at $14,000


On June
22, 2009 the Company issued 4,000,000 shares of common stock in satisfaction of
$120,000 in accrued salary owed to an officer.




5





NOTE 6.
PREFERRED STOCK DIVIDEND





On May 15,
2009 the Company paid a dividend of one Series B Preferred Share for every fifty
common or preferred shares held of record as of May 5, 2009.




NOTE 7.
STOCKHOLDERS' EQUITY





The
stockholders' equity section of the Company contains the following classes of
capital stock as of June 30, 2009:





*
Preferred stock, $ 0.0001 par value; 20,000,000 shares authorized:


3,050,478
Preferred shares issued and outstanding.


4,852
Series AA Preferred Shares issued and outstanding


725,409
Series B Preferred Shares issued and outstanding




·Common stock, $ 0.0001 par
value; 80,000,000 shares authorized: 40,284,977 shares issued and
outstanding.





NOTE 8.
COMMITMENTS AND CONTINGENCIES





On October
7,
2008,  a  Complaint  (“Complaint”)  was
filed  in the District Court of Clark County Nevada against the
Company,  the Company’s Chairman, and   Freedom
Environmental Services, Inc. (collectively “Defendants”) by Princeton Research,
Inc. (“Princeton”) seeking to recover unspecified General damages in excess of
$10,000, unspecified specific damages, an order from the court declaring that
the defendants fraudulently conveyed assets from BMXP to the Company, attorney’s
fees and cost of suit based on allegations that the sale of  Bio
Matrix Scientific Group, Inc., a Nevada corporation,  to the Company
as well as the name change and cessation of operations of Freedom Environmental
Services, Inc constitute a breach of contract by , fraudulent conveyance
by,  and unjust enrichment of the Defendants. On November 11,
2008 the company filed a Motion to Dismiss or in the Alternative an Order
requiring Princeton to provide a more definitive statement of the allegations
contained in the Complaint. The Company believes that the allegations in the
complaint are without merit and intends to vigorously defend its interests in
this matter.  At this time, it is not possible to predict the ultimate
outcome of these matters. Accordingly, the Company has not recorded any expense
or liability for potential amounts associated with these claims.








6





NOTE 9.
CONVERTIBLE DEBENTURES





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.





On
November 30, 2007, the Company   sold $75,000 face value
convertible debenture (“Convertible Debenture”) for an aggregate purchase price
of $75,000 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
Company’s  common stock 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 (“Conversion Shares”).





Subsequent
to any conversion, the holder  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 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.





On January
8, 2008, the Company sold $18,400 face value convertible debenture (“Convertible
Debenture”) for an aggregate purchase price of $18,400 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 December 28, 2009.





7




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  our
common stock 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 our common
shares at the conversion rate of $0.15 per Share (“Conversion
Shares”).





Subsequent
to any conversion, the holder 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 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.





On January
18, 2008, the Company sold $200,000 face value convertible debenture
(“Convertible Debenture”) for an aggregate purchase price of $200,000 to one
purchaser.   Interest on the Convertible Debenture shall accrue
at a rate of 14% 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 14% per annum, payable on the maturity Date, which is January 12,
2010




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  our
common stock 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 our common
shares at the conversion rate of $0.25 per Share (“Conversion
Shares”).





Subsequent
to any conversion, the holder 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 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.




8




On January
18, 2008, the Company sold $100,000 face value convertible debenture
(“Convertible Debenture”) for an aggregate purchase price of $100,000 to one
purchaser.   Interest on the Convertible Debenture shall accrue
at a rate of 14% 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 14% per annum, payable on the maturity Date, which is
January 12, 2010.





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  our
common stock 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 our common
shares at the conversion price of $0.25 per Share (“Conversion
Shares”).





Subsequent
to any conversion, the holder 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 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
Company shall agree to the granting of a Lien to the Holder against collateral
which the Company owns or intends to purchase, namely:





Flow
      Cytometer (4 Color) (BD Facscanto)Laboratory
      computer system/also for enrollments/storage trackingHematology
      Analyzer (celldyne 1800)(ABBOTT)Laminar
      Flow Hood 4 ft ( Clean hood) (2)Bench
      top centrifuges (2) refrigeratedSmall
      equipment (lab set-up)MicroscopeTube
      heat sealers (2 ea)Barcode
      printer and labeling
device





On
February 15, 2008, the Company sold $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 February 15, 2010.





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  our
common stock 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 our common
shares at the conversion price of $0.10 per Share (“Conversion
Shares”).





Subsequent
to any conversion, the holder 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 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.





On March
3, 2008 the Selling Shareholder’s Registration Statement was withdrawn by the
Company.





On March
3, 2008, the Company sold $10,000 face value convertible debenture (“Convertible
Debenture”) for an aggregate purchase price of $10,000 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
March 3, 2010.





At any
time subsequent to the expiration of a six month period from March 3, 2008, the
holder may convert the Convertible Debenture, in whole but not in part, into our
common shares at the conversion rate of $0.15 per Share (“Conversion
Shares”).





Subsequent
to any conversion, the holder 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 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.





9




NOTE 10.
 SUBSEQUENT EVENTS





On July
10, 2009 JB Clothing Corporation (“JBCC”) acquired Entest Biomedical, Inc.
(“Entest”) a California corporation and wholly owned subsidiary of the Company,
from the Company for consideration consisting of (a) the issuance to the Company
of 10,000,000 newly issued common shares of JBCC and (b) the return by Mr. Rick
Plote of 10,000,000 shares of JBCC’s common stock previously issued to him to
JBCC for cancellation. With the return of ten million shares of JBCC’s common
stock held by Mr. Plote, the Company has become JBCC’s largest single
stockholder owning 71% of the share capital of JBCC and Entest has become a
wholly owned subsidiary of JBCC.







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 10Q 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, 2008. All references to” We”,
“Us”,  “Company” or the “Company” refer to Bio-Matrix Scientific
Group, Inc.





Material
Changes in Financial Condition:





As of June
30, 2009, we had cash on hand of $30,938 and as of September 30, 2008
we had cash on hand of $8,410.





The
increase in cash on hand of approximately 267% is primarily attributable to
borrowings and sales of our securities.





As of
December 31, 2008 we had Securities Available for Sale of $0 as of September 30,
2008 we had Securities Available for Sale of $550,000.





The
decrease in Securities Available for Sale of 100% is primarily attributable
to the liquidation of 1,000,000 common shares of Freedom Environmental Services,
Inc. These shares comprised the Company’s entire portfolio of Securities
Available for Sale.




10





As of June
30, 2009, we had prepaid expenses of $31,400 and as of September 30, 2008 we had
prepaid expenses of $49,258.





The
decrease in prepaid expenses of approximately 36% is primarily attributable
to the recognition of expenses from September 30, 2008 to May 31, 2009
of approximately $37,776 of a prepaid 12 month Contract entered
into on March 21, 2008 offset primarily by prepayment of $7,018 of interest
expense and $14,000 of consulting expenses.





As of June
30, 2009 we had Other Assets of $25,507   and as of September 30,
2008 we had Other Assets of $21,307.





The
increase in Other Assets of approximately 20% is attributable to a security
deposit on additional office space.





As of June
30, 2009 we had Accounts Payable of $169,215 and as of September 30, 2008
we had Accounts Payable of $89,974.





The
increase   in Accounts Payable of approximately 88% is primarily
attributable to an increase in outstanding obligations to outside
contractors.





As of June
30, 2009 we had Notes Payable of $337,218 and as of September 30, 2008
we had Notes Payable of $111,459.





The
increase in Notes Payable of approximately 200 % is attributable to
increased borrowing to cover operational costs.





As
of June 30, 2009 we had Accrued Payroll of $271,500 and as of
September 30, 2008 we had Accrued Payroll of $150,000.





The
increase in Accrued Payroll of approximately 81% is primarily attributable
to increases in employee compensation which have accrued and have not yet
been paid.





As
of June 30, 2009 we had Accrued Expenses of $5,000 and as of
September 30, 2008 we had Accrued Expenses of $30,000.





The
decrease in Accrued Expenses of approximately 500% is primarily
attributable to the forgiveness of $30,000 of accrued expenses offset by
$5,000 of accrued expenses incurred pursuant to the Company’s license agreement
with the Regents of the University of California





On
September 29, 2008, the Company purchased 1,000,000 of the common shares of
Freedom Environmental Services, Inc. (“FESI shares”) from Bombardier
Pacific Ventures, Inc. (“Bombardier”), a company controlled by David Koos, our
Chairman and CEO, for consideration consisting of a Promissory Note
(“Note”) in the principal amount of $500,000 issued by BMSN to Bombardier,
resulting in an amount owed pursuant to the Note of $500,000 as of September 30,
2008.





Pursuant
to the terms and conditions of the Note, the entire principal amount of $500,000
together with accrued simple interest of 10% per annum, is due and payable to
Bombardier on November 29, 2009.





On
December 21, 2008 Bombardier modified the Promissory Note with BMSN. Bombardier
agreed to accept $1,000 en lieu of the original $500,000 payment owed by the
Company to Bombardier for the purchase of FESI shares. This resulted in a
decrease of $499,000 of the amount due pursuant to the Note as of June 30,
2009, a decrease of approximately 99% from September 30, 2008.





Amounts
Due to Shareholder were $100,000 as of June 30, 2009 as opposed to $-0- as
of September 30, 2008. This increase is attributable to funds of $100,000
advanced to the company by a non affiliate shareholder in anticipation of
structuring a transaction at some future date.





Material
Changes in Results of Operations





Revenues
were -0- for the quarter ending June 30, 2009 and -0- for the same quarter
ending June 30, 2008. Net losses were $ 391,372 for the three months ended June
30, 2009 and $1,063,446 for the same period ended June 30, 2008, a decrease
of approximately 63%.





This
decrease in Net Losses is primarily attributable to decreased professional and
consulting fees incurred by us.





Revenues
were -0- for the nine month period ending June 30, 2009 and -0- for the
comparable period ending June 30, 2008. Net Losses were $1,990,282 for
the nine months ended June 30, 2009 and $ 1,886,583 for the same period
ended June 30, 2008, an increase of approximately 5%.





This increase in Net Losses is primarily
attributable to a $487,000 loss realized by the Company related to the company’s
sale of 1,000,000 common shares of Freedom Environmental Services, Inc. and
increased interest expenses attributable to increases in Company indebtedness
incurred in order to fund Company operations. offset primarily by decreased
increased professional and consulting fees.




11




Liquidity
and Capital Resources





As
of  June 30, 2009, we had $30,938  cash on
hand and current liabilities of $1,479,666  such liabilities
consisting of Accounts Payable, Notes Payable, Accrued Payroll Taxes, Amounts
due to Shareholder, Convertible Notes, Note due to Affiliated Party, Accrued
Expenses  and Accrued Interest.




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





We were
not party to any material commitments for capital expenditures as of the end of
the quarter ended June, 2009.





Item
3. Quantitative and Qualitative Disclosures About Market Risk





As a
smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K,
we are not required to provide the information required by this Item. We
have chosen to disclose, however, that we have not engaged in any
transactions, issued or bought any financial instruments or
entered into any contracts that are required to be disclosed
in response to this item.





Item
4. Controls and Procedures.





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.





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, 2009 and ending June 30, 2009, 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 affected, or is
reasonably likely to materially effect, the Company's internal controls over
financial reporting.





12




PART
II—OTHER INFORMATION





Item
1. Legal Proceedings.





On October
7, 2008, a Complaint (“Complaint”) was filed in the District
Court of Clark County Nevada against the Company, the Company’s Chairman,
and BMXP (currently named Freedom Environmental Services, Inc.)
(collectively “Defendants”) by Princeton Research, Inc. (“Princeton”) seeking to
recover unspecified General damages in excess of $10,000, unspecified specific
damages, an order from the court declaring that the defendants fraudulently
conveyed assets from BMXP to the Company, attorney’s fees and cost of suit based
on allegations that the sale of BMSG to the Company as well as the name change
and cessation of operations of BMXP constitute a breach of contract by ,
fraudulent conveyance by,  and unjust enrichment of the Defendants.
The Company believes that the allegations in the complaint are without merit and
intends to vigorously defend its interests in this matter.  At this
time, it is not possible to predict the ultimate outcome of these
matters.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.





On April
21, 2009 the Company issued 800,000 shares of common stock to Preferred
Shareholders in exchange for 800,000 shares of preferred stock.





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





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 of common
stock.





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 April
21, 2009 the Company issued 325,000 shares of common stock for services valued
at $42,250.





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





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 of common
stock.





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 April
24, 2009 the Company issued 53,496 shares of common stock in satisfaction of
$6,196 of accrued interest.





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




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 of common
stock.





13


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 May 8,
2009 the Company issued 226, 540 shares of its common shares in
satisfaction of $11,067 in accrued interest owed by the Company





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





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 of common
stock.





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 May 8,
2009 the Company issued 1,341,500   of its common shares in satisfaction of
$67075 owed by the Company.





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





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 of common
stock.





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 May 8,
2009 the Company issued 461,200   of its common shares in satisfaction
of $6984 owed by the Company.





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





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 of common
stock.





14




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 May 8,
2009 the Company issued 543,767 of its common shares in satisfaction of
$28,116 owed by the Company.





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





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 of common
stock.





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 May 8,
2009 the Company issued 234,460   of its common shares in satisfaction
of $11,423 owed by the Company.




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





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 of common
stock.





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 May 8,
2009 the Company issued 543,767   of its common shares in satisfaction
of $28,116 owed by the Company.




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





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 of common
stock.





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 May 8,
2009 the Company issued 62,360 of its common shares in satisfaction of
$3,118 owed by the Company.





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





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 of common
stock.





15


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 May 15,
2009 the Company issued 780,000 shares of common stock to Preferred Shareholders
in exchange for 780,000 shares of preferred stock.




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





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 of common
stock.





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 June 8,
2009 the Company issued 94,000 shares of common stock to Preferred Shareholders
in exchange for 94,000 shares of preferred stock.




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





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 of common
stock.





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 June
22, 2009 the Company issued 200,000 shares of common stock for services valued
at $14,000.




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





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 of common
stock.





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 June
22, 2009 the Company issued 4,000,000 shares of common stock in satisfaction of
$120,000 in accrued salary owed to an officer.





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





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 of common
stock.





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





Stock
Dividend





On May 15,
2009 the Company paid a dividend of one Series B Preferred Share for every fifty
common or preferred shares held of record as of May 5, 2009.





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.








17




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:
      August 20, 2009










18