SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-QSB





Quarterly
Report under Section 13 or 15 (d) of


Securities
Exchange Act of 1934





For Period
ended March 31, 2008





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.
YesxNoo








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 £ No S





Transitional
Small Business Disclosure Format (check one): Yes £ No S





There were
23,567,528 shares of Common Stock outstanding as of March 31, 2008.







1




Item
1. Financial Statements.


Chang
G. Park, CPA, Ph. D.


t 371 E STREETt CHULA VISTAt CALIFORNIA
91910-2615t


t TELEPHONE
(858)722-5953t FAX
(858) 408-2695  t FAX (858)
764-5480



E-MAIL changgpark@gmail.com 





















Report of
Independent Registered Public Accounting Firm












To the
Board of Directors of


Bio-Matrix
Scientific Group, Inc. and Subsidiary


(A
Development Stage Company)








We have
reviewed the accompanying consolidated balance sheet of Bio-Matrix ScientificGroup, Inc. and Subsidiary (A Development Stage “Company”) as of
March 31, 2008, and the related consolidated statements of operation, changes in
stockholders’ equity, and cash flows for the six months and three months ended
March 31, 2008; and for the period from October 6, 1998 (inception) through
March 31, 2008.  These financial statements are the responsibility of
the Company’s management.





We
conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an audit
conducted in accordance with the standards of the Public Company Accounting
Oversight Board, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.  Accordingly, we
do not express such an opinion.





Based on
our review, we are not aware of any material modifications that should be made
to the consolidated financial statements referred to above for them to be in
conformity with generally accepted accounting principles.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 5
to the consolidated financial statements, the Company is currently in the
development stage.  Because of the Company’s current status and
limited operations there is substantial doubt about its ability to continue as a
going concern.  Management’s plans in regard to its current status are
also described in Note 5.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.










/s/Chang G.
Park


____________________________


Chang G.
Park, CPA





April 22,
2008


Chula
Vista, California







2




Bio-Matrix
Scientific Group Inc. and subsidiary


(A
Development Stage Company)


Consolidated
Balance Sheet as of March 31, 2008


(Unaudited)




ASSETSCURRENT
      ASSETSCash
            
            $
            102,190Employee
      Receivable
            
            
            113Pre-paid
      Expenses
            
            
            99,588Total
      Current Assets
            
            
            201,891PROPERTY
      & EQUIPMENT
            
            
            495,776GOODWILLIntangible
      Assets/TechnologyTotal
      Other Assets
            
            
            23,092TOTAL
      ASSETS
            
            $
            720,759CURRENT
      LIABILITIESAccounts
      payable
            
            $
            124,047Loans
      from former parentBank
      OverdraftNotes
      Payable
            
            
            126,958Accrued
      Payroll
            
            
            84,000Accrued
      Payroll  taxes
            
            
            31,193Accrued
      Interest
            
            
            23,845Accrued
      expenses
            
            
            30,000Total
      Current Liabilities
            
            
            420,043LONG
      TERM LIABILITIESConvertible
      Note
            
            
            503,400TOTAL
      LIABILITIES
            
            
            923,443STOCKHOLDERS'
      EQUITYPreferred
      Stock ($.0001 par value20,000,000
      shares authorized; 915,000issued
      and outstanding.)Common
      Stock,  ($.0001  par value
            
            
            9280,000,000
      shares authorized;  23,567,528shares
      issued and outstanding as of March 31, 2008
            
            
            2,357Additional
      paid in Capital
            
            
            5,491,945Deficit
      accumulated during the development stage
            
            
            (5,697,078
            )Total
      Stockholders' Equity (Deficit)
            
            $
            (202,684
            )TOTAL
      LIABILITIES&
      STOCKHOLDERS' EQUITY
            
            $
            720,759





The
Following Notes are an integral part of these Financial Statements







3





Bio-Matrix Scientific Group Inc. and
      subsidiary
              (A
      Development Stage Company)Consolidated
      Statements of Operations
              (Unaudited)





3
      Months Ended
            
            
            3
      Months Ended
            
            
            6
      Months ended
            
            
            6
      Months ended
            
            
            InceptionMarch
      31,
            
            
            March
      31,
            
            
            March
      31,
            
            
            March
      31,
            
            
            (August
      2, 2005)2008
            
            
            2007
            
            
            2008
            
            
            2007
            
            
            throughMarch
      31,2008REVENUESSales
            
            $
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0Total
      Revenues
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0COSTS
      AND EXPENSESResearch
      and Development
            
            
            37068
            
            
            
            60,604
            
            
            
            71,375
            
            
            
            169,092
            
            
            
            543,292General
      and administrative
            
            
            225376
            
            
            
            217,090
            
            
            
            450,651
            
            
            
            441,763
            
            
            
            2,906,973Depreciation
      and amortization
            
            
            119
            
            
            
            333
            
            
            
            453
            
            
            
            667
            
            
            
            2,668Consulting
      and professional fees
            
            
            136528
            
            
            
            228,321
            
            
            
            278,765
            
            
            
            354,161
            
            
            
            2,161,631Impairment
      of goodwill & intangibles
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            34,688Total
      Costs and Expenses
            
            
            399,091
            
            
            
            506,348
            
            
            
            801,244
            
            
            
            965,683
            
            
            
            5,649,252OPERATING
      LOSS
            
            
            (399,091
            )
            
            
            (506,348
            )
            
            
            (801,244
            )
            
            
            (965,683
            )
            
            
            (5,649,252
            )OTHER
      INCOME & (EXPENSES)Interest
      Expense
            
            
            (18,334
            )
            
            
            (9,509
            )
            
            
            (21,993
            )
            
            
            (16,354
            )
            
            
            (48,158
            )Interest
      Income
            
            
            
            
            
            
            306
            
            
            
            
            
            
            
            306
            
            
            
            306Other
      income
            
            
            100
            
            
            
            
            
            
            
            100
            
            
            
            
            
            
            
            100Other
      Expense
            
            
            
            
            
            
            (73
            )
            
            
            
            
            
            
            (73
            )
            
            
            (74
            )Total
      Other Income & (Expenses)
            
            
            (18,234
            )
            
            
            (9,276
            )
            
            
            (21,893
            )
            
            
            (16,121
            )
            
            
            (47,826
            )NET
      INCOME (LOSS)
            
            $
            (417,325
            )
            
            
            (515,624
            )
            
            
            (823,137
            )
            
            
            (981,804
            )
            
            
            (5,697,078
            )Loss
      Attributable to Common Shareholders
            
            
            (417,325
            )
            
            
            (515,624
            )
            
            
            (823,137
            )
            
            
            (981,804
            )
            
            
            (5,697,078
            )BASIC
      AND DILUTED EARNINGS (LOSS) PER SHARE
            
            $
            (0.017
            )
            
            
            (0.03
            )
            
            
            (0.035
            )
            
            
            (0.06
            )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING
            
            
            23,548,744
            
            
            
            16,947,346
            
            
            
            23,442,004
            
            
            
            16,102,133


The
Following Notes are an integral part of these Financial Statements






4








BIO-MATRIX
      SCIENTIFIC GROUP INC. AND SUBSIDIARYConsolidated
      Statement of Stockholders' Equity (Unaudited)From  August
      2, 2005 through March 31, 2008AdditionalPreferred
            
            Common
            Paid-in
            RetainedShares
            Amount
            Shares
            Amount
            Capital
            Earnings
            TotalShares
      issued to parent
            
            
            25,000
            35,921
            0
            
            35,921Net
      Loss August 2, 2005
            
            
            
            
            
            
            0through
      September 30, 2005
            
            
            
            
            
            (1,000)
            (1,000)Balance
      September 30, 2005
            
            
            25,000
            35,921
            0
            (1,000)
            34,921Net
      Loss October 1, 2005
            
            
            
            
            
            
            0through
      December 31, 2005
            
            
            
            
            
            (366,945)
            (366,945)Balance
      December 31, 2005
            
            
            25,000
            35,921
            0
            (367,945)
            (332,024)Recapitalization
            
            
            9,975,000
            (34,921)
            34,921
            
            0Stock
      issued Tasco merger
            
            
            2,780,000
            278
            (278)
            
            0Stock
      issued for services
            
            
            305,000
            31
            759,719
            
            759,750Stock
      issued for Compensation
            
            
            300,000
            30
            584,970
            
            585,000Net
      Loss January 1, 2006through
      September 30, 2006
            
            
            
            
            
            (2,053,249)
            (2,053,249)Balance
      September 30, 2006
            
            
            13,385,000
            1,339
            1,379,332
            (2,421,194)
            (1,040,523)Stock
      issued for services
            
            
            100,184
            10
            112,524
            
            112,534Stock
      issued for Compensation
            
            
            153,700
            15
            101,465
            
            101,480Stock
      issued in exchange for canceling debt
            
            
            2,854,505
            284
            1,446,120
            
            1,446,404Net
      Loss October 1, 2006through
      December 31, 2006
            
            
            
            
            
            (466,179)
            (466,179)Balance
      December 31, 2006
            
            
            16,493,389
            1,649
            3,039,441
            (2,887,373)
            153,717Stock
      issued for cash
            
            
            500,000
            50
            124,950
            
            125,000Stock
      issued for services
            
            
            359,310
            36
            235,042
            
            235,078Stock
      issued for Compensation
            
            
            143,920
            14
            88,400
            
            88,414Stock
      issued in exchange for canceling debt
            
            
            500,000
            50
            124,950
            
            125,000Net
      Loss January 1, 2007through
      March 31, 2007
            
            
            
            
            
            (515,624)
            (515,624)Balance
      March 31, 2007
            
            
            17,996,619
            1,800
            3,612,783
            (3,402,997)
            211,585Stock
      issued for cash
            
            
            240,666
            24
            60,142
            
            60,166Stock
      issued for services
            
            
            406,129
            41
            222,889
            
            222,930Stock
      issued for Compensation
            
            
            150,000
            15
            110,435
            
            110,450Stock
      issued in exchange for canceling debt
            
            
            1,316,765
            132
            329,059
            
            329,191Net
      Loss April 1, 2007through
      June 30, 2007
            
            
            
            
            
            (718,955)
            (718,955)Balance
      June 30, 2007
            
            
            20,110,179
            2,011
            4,335,308
            (4,121,952)
            215,367Stock
      issued for cash
            
            
            1,200,000
            120
            299,880
            
            300,000Stock
      issued for services
            
            
            1,253,000
            125
            404,125
            
            404,250Stock
      issued for Compensation
            
            
            100,000
            10
            24,990
            
            25,000Stock
      issued in exchange for canceling debt
            
            
            566,217
            57
            143,940
            
            143,997Net
      Loss July 1, 2007through
      September 30, 2007
            
            
            
            
            
            (751,989)
            (751,989)Balance
      September 30, 2007
            
            
            23,229,396
            2,323
            5,208,244
            (4,873,941)
            336,626Stock
      issued for CashStock
      issued for services
            
            
            191,427
            19
            62,108
            
            62,127Net
      Loss October 1, 2007through
      December 31, 2007
            
            
            
            
            
            (405,812)
            (405,812)Balance
      December 31, 2007
            
            
            23,420,823
            2,342
            5,270,352
            (5,279,753)
            (7,059)Stock
      issued for cash
            575,000
            57
            
            
            114,942
            
            114,999Stock
      issued for services
            340,000
            35
            146,705
            15
            106,651
            
            106,701Net
      Loss January 1 2008through
      March 31, 2008
            
            
            
            
            
            (417,325)
            (417,325)Balance
      March 21, 2008
            915,000
            92
            23,567,528
            2,357
            5,491,945
            (5,697,078)
            (202,684)


The
Following Notes are an integral part of these Financial Statements







5




Bio-Matrix
      Scientific Group Inc. and subsidiary
              (A
      Development Stage Company)Consolidated
      Statements of Cash Flows (Unaudited)











August
      2, 2005(inception)through3
      Months Ended
            
            
            3
      Months Ended
            
            
            6
      Months Ended
            
            
            6
      Months Ended
            
            
            March
      31,March
      31, 2008
            
            
            March
      31,2007
            
            
            March
      31,2008
            
            
            March
      31,2007
            
            
            2008CASH FLOWS FROM
      OPERATING ACTIVITIESNet
      (loss)
            
            
            (417,325
            )
            
            
            (515,624
            )
            
            
            (823,137
            )
            
            
            (981,804
            )
            
            
            (5,697,078
            )Adjustments
      to reconcile net loss to net cash (used in) providedby
      operating activities:Depreciation
      expense
            
            
            119
            
            
            
            333
            
            
            
            453
            
            
            
            667
            
            
            
            2,667Stock
      issued for compensation
            
            
            
            
            
            
            88,414
            
            
            
            
            
            
            
            189,894
            
            
            
            910,344Stock
      issued for services
            
            
            106,701
            
            
            
            235,078
            
            
            
            168,829
            
            
            
            347,612
            
            
            
            1,903,371Stock
      issued to cancel debt plus accrued interest
            
            
            
            
            
            
            125,000
            
            
            
            
            
            
            
            376,209Changes
      in operating assets and liabilities:(Increase)
      decrease in receivables
            
            
            169
            
            
            
            -2,926
            
            
            
            -113
            
            
            
            -3,000
            
            
            
            -113(Increase)
      decrease in prepaid expenses
            
            
            (77,243
            )
            
            
            -23,727
            
            
            
            -88,290
            
            
            
            -3,250
            
            
            
            -99,588(Increase)
      decrease in organizational costsIncrease
      (Decrease) in Accounts Payable
            
            
            80,302
            
            
            
            -50,278
            
            
            
            115,032
            
            
            
            -87,134
            
            
            
            124,047Increase
      (Decrease) in Accrued Expenses
            
            
            67,624
            
            
            
            14,805
            
            
            
            123,999
            
            
            
            9,976
            
            
            
            198,985(
      Increase) Decrease in Deposits
            
            
            
            
            
            
            3,401
            
            
            
            
            
            
            
            3,401
            
            
            
            (23,092
            )Net
      Cash Provided by (Used in) Operating Activities
            
            
            (239,653
            )
            
            
            (125,524
            )
            
            
            (503227
            )
            
            
            (147,699
            )
            
            
            (2,680,457
            )CASH FLOWS FROM
      INVESTING ACTIVITIESPurchases
      of fixed assets
            
            
            (113,434
            )
            
            
            0
            
            
            
            (130,907
            )
            
            
            (24,847
            )
            
            
            (498,443
            )Purchases
      of Intangible assets
            
            
            
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0Net
      Cash Provided by (Used in) Investing Activities
            
            
            (113,434
            )
            
            
            0
            
            
            
            (130,907
            )
            
            
            (24,847
            )
            
            
            (498,443
            )CASH FLOWS FROM
      FINANCING ACTIVITIESPreferred
      Stock issued for cash
            
            
            57
            
            
            
            
            
            
            
            57
            
            
            
            
            
            
            
            57Common
      stock issued for cash
            
            
            
            
            
            
            50
            
            
            
            
            
            
            
            50
            
            
            
            1,472Additional
      paid in Capital
            
            
            114,942
            
            
            
            124,950
            
            
            
            114,942
            
            
            
            124950
            
            
            
            634,557Principal
      borrowings on notes and Convertible Debentures
            
            
            (35,661
            )
            
            
            133,328
            
            
            
            85,349
            
            
            
            172610
            
            
            
            946,409Convertible
      notes
            
            
            378,400
            
            
            
            
            
            
            
            503,400
            
            
            
            
            
            
            
            503,400Increase
      (Decrease) in Bank Overdraft
            
            
            (3,537
            )
            
            
            
            
            
            
            (11,534
            )
            
            
            
            
            
            
            0Net
      borrowings from related parties
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,195,196Net
      Cash Provided by (Used in) Financing Activities
            
            
            454,201
            
            
            
            258,238
            
            
            
            692214
            
            
            
            297,610
            
            
            
            3,281,091Net
      Increase (Decrease) in Cash
            
            
            101,114
            
            
            
            132,714
            
            
            
            58,080
            
            
            
            125,064
            
            
            
            102,190Cash
      at Beginning of Period
            
            
            1,076
            
            
            
            14,491
            
            
            
            44110
            
            
            
            22641
            
            
            
            0Cash
      at End of Period
            
            
            102,190
            
            
            
            147,705
            
            
            
            102,190
            
            
            
            147,705
            
            
            
            102,190Supplemental  Cash
      Flow Disclosures:Significant
      non-cash activities:Stock
      issued to cancel debt
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            2,044,592Total
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            2,044,592


The
Following Notes are an integral part of these Financial Statements







6





BIO-MATRIX
SCIENTIFIC GROUP, INC. AND SUBSIDIARY


Notes to
consolidated Financial Statements


As of
March 31, 2008





NOTE 1.
ORGANIZATION AND DESCRIPTION OF BUSINESS





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





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





On July 3,
2006 the Company abandoned its efforts in the field of digital media production
when it acquired 100% of the share capital of Bio-Matrix Scientific Group, Inc.,
a Nevada corporation, for consideration consisting of 10,000,000 shares of the
common stock of the Company and the cancellation of 10,000,000 shares of the
Company owned and held by John Lauring.





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





Bio-Matrix
Scientific Group, Inc. (“BMSG”) is a development stage company in the business
of designing, developing, and marketing medical devices, specifically disposable
instruments used in stem cell extraction and tissue transfer procedures and
operating cryogenic cellular storage facilities, specifically stem cell banking
facilities. BMSG is the Company's only subsidiary and operating entity at this
time.





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





On March
4, 2008 the Company entered into a Letter of Intent (“LOI”) with the Regents of
the University of California (“Regents) whereby the Regents  shall
negotiate exclusively with the Company for  an exclusive license for
life of the Patent Rights to a Screening Test for Gestational Diabetes Mellitus
UCLA Case Number 2007-523  (“License Agreement”) . As consideration
for this promise, Company agreed to pay a nonrefundable fee of Five hundred
dollars ($500) within ten (10) days of the execution of this Letter of Intent,
and to reimburse The Regents for costs incurred in the drafting and filing of a
provisional patent application for UCLA Case Number 2007-523 up to a maximum
total of Three Thousand Dollars ($3,000).





Pursuant
to the LOI, in the event that a License Agreement is not executed by or before
May 1, 2008, the Regent’s obligation to negotiate exclusively with the Company
shall expire.








7




NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





A. BASIS
OF ACCOUNTING





The
financial statements have been prepared using the accrual basis of accounting.
Under the accrual basis of accounting, revenues are recorded as earned and
expenses are recorded at the time liabilities are incurred. The Company has
adopted a September 30, year-end.





B. USE OF
ESTIMATES





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.





C.
DEVELOPMENT STAGE





The
Company is a development stage company that devotes substantially all of its
efforts in the development of its plan to operate in the field of the
development, manufacture and marketing of medical devices and the operation of
cellular storage facilities, specifically stem cell banking
facilities.





D. CASH
EQUIVALENTS


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





E.
PROPERTY AND EQUIPMENT





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





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





F. INCOME
TAXES





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





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





G. BASIC
EARNINGS (LOSS) PER SHARE





In
February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective October 6, 1998
(inception).





Basic net
loss per share amounts is computed by dividing the net income by the weighted
average number of common


shares
outstanding. Diluted earnings per share are the same as basic earnings per share
due to the lack of dilutive items in the Company.





NOTE 3.
Property and equipment








Property
and equipment as of March 31, 2008 consists of the following:





Acquisition
      cost:
            Estimate
      useful life (year)Production
      Equipment
            3 to
      5
            
            $
            US
            209,131Production
      Clean room
            10
            
            
            
            78,261Leasehold
      improvement
            10
            
            
            
            197,932Office
      equipment
            3 to
      5
            
            
            
            7,249Computer
            3
            
            
            
            5,871Subtotal
            
            
            
            
            498,444Less
      accumulated depreciation
            
            
            
            
            (  2,668  )Total
            
            
            $
            US
            495,776





Depreciation
expenses were $119 and $333for the three months ended March 31, 2008 and March
31, 2007, respectively. Depreciation expenses were $453 and $667 for the six
months ended March 31, 2008 and March 31, 2007, respectively.



















NOTE 4.
WARRANTS AND OPTIONS





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





Between
March 21st and
March 31, 2008, the Company issued warrants expiring 90 days after the execution
of their agreement and exercisable into 915,000 preferred shares of the Company
at $0.30 per share at any time subsequent to their expiration.






8





On April
9, 2008 the Company issued warrants expiring 90 days after the execution of
their agreement and exercisable into 225,000 preferred shares of the Company at
$0.30 per share at any time subsequent to their expiration.








NOTE 5.
GOING CONCERN





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company generated net losses of
$5,697.078during the period from August 2, 2005 (inception) through March 31,
2008. 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. While
management has raised (a) $503,400 through the issuance of convertible
debentures during the six months ended March 31, 2008 (b) has raised $115,000
through the sale of 915,000 shares of preferred stock during the quarter ended
March 31, 2008 and (c) has raised $45,000 through the sale of 225,000 shares of
preferred stock on April 9, 2008, management has yet to decide what type of
offering the Company will use or how much capital the Company will raise. There
is no guarantee that the Company will be able to raise any capital through any
type of offerings.





NOTE 6.
INCOME TAXES





As
      of March 31 , 2007Deferred
      tax assets:Net
      operating tax carry forwards
            
            $
            1,892,779Other
            
            
            -0-Gross
      deferred tax assets
            
            
            1,892,779Valuation
      allowance
            
            
            (1,892,779)Net
      deferred tax assets
            
            $
            -0-




As
of  March 31, 2008 the Company has a  Deferred Tax Asset
of  $1,892,779 completely attributable to net operating loss carry
forwards  of approximately $5,735, 694 ( 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)
$5,697,078 attributable to BMSG.





Realization
of deferred tax assets is dependent upon sufficient future taxable income during
the period that deductible temporary differences and carry forwards are expected
to be available to reduce taxable income. The achievement of required future
taxable income is uncertain. In addition, the reverse acquisition of BMSG has
resulted in a change of control. Internal Revenue Code Sec 382 limits the amount
of income that may be offset by net operating loss (NOL) carryovers after an
ownership change. As a result, the Company has the Company recorded a valuation
allowance reducing all deferred tax assets to 0.





NOTE 7.
RELATED PARTY TRANSACTION





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





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





On October
11, 2006, the Company entered into an Agreement with BMXP Holdings, Inc (“BMXP”)
(“Agreement”) pursuant to which the Company issued to BMXP 1,462,570 common
shares of the Company on or prior to October 12, 2006. This issuance will
constitute full satisfaction of the amount of $1,191,619 plus any accrued and
unpaid interest, owed to BMXP by the Company.





As further
consideration to BMXP for entering into this Agreement and abiding by the terms
and conditions thereof, at any time within a period of 365 days from the date of
the Agreement, BMXP shall have the right, upon written demand to the Company
(“Registration Demand”), to cause the Company, within ninety days of the
Registration Demand, to prepare and file with the United States Securities and
Exchange Commission (“SEC”) a registration statement to register under the
Securities Act of 1933, as amended, 11,462,570 common shares of the Company
(including the shares issued pursuant to this Agreement) owned by BMXP
(“Registerable Securities”), in order that the Registerable Securities may be
distributed to BMXP shareholders on a pro rata basis ( based on their ownership
of common shares of the Company as of a Record Date to be determined by BMXP),
and use its reasonable best efforts to cause that registration statement to be
declared effective by the SEC. This right may also be exercised by any entity to
which BMXP has transferred ownership of the Registerable Securities in trust for
the BMXP Record Shareholders.





On April
4, 2007, 985,168 shares of the Company’s common stock were issued to Bombardier
Pacific Ventures in full satisfaction of $246,292 owed by the Company to
Bombardier Pacific Ventures. David R. Koos, the Company’s Chairman of the Board
of Directors, President, CEO, Secretary, and Acting CFO is the sole beneficial
owner of Bombardier Pacific Ventures.





On July
30, 2007, the Company issued 566,217 common shares to Bombardier Pacific
Ventures in satisfaction of the principal amount of $141,554 owed
by the Company to Bombardier Pacific Ventures. David R. Koos, the Company’s
Chairman of the Board of Directors, President, CEO, Secretary, and Acting CFO,
is the sole beneficial owner of Bombardier Pacific Ventures.




Between
October 12, 2007 and December 31, 2007, the Company borrowed $127,009 from
Bombardier Pacific Ventures. David R. Koos, the Company’s Chairman of the Board
of Directors, President, CEO, Secretary, and Acting CFO, is the sole beneficial
owner of Bombardier Pacific Ventures. In consideration for this loan, the
Company issued Bombardier Pacific Ventures a series of Notes, callable at par
plus any accrued and unpaid interest by the company upon five days written
notice, bearing simple interest at 15% maturing within one year of
issuance.








NOTE 8.
CONVERTIBLE DEBENTURES






9





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.





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.






10




On
January18, 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.







NOTE 9.
STOCK TRANSACTIONS





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






11





Common
Stock


On March
9, 2007 the Company issued 500,000 shares of common stock to Bio-Technology
Partners Business Trust which constituted full satisfaction of the amount of
$125,000 owed by the Company to Bio-Technology Partners Business
Trust.





During the
quarter ended March 31, 2007 the Company issued 500,000 shares of common stock
for cash consideration of $125,000.





On April
4, 2007, the Company issued 240,666 common shares for cash consideration of
$60,166.





On April
4, 2007, the Company issued 27,589 Shares to two purchasers as consideration for
services rendered valued at $6,758.





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





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





On April
4, 2007, 985, 168 shares of the Company’s common stock were issued to Bombardier
Pacific Ventures in full satisfaction of $246,292 owed by the Company to
Bombardier Pacific Ventures. David R. Koos, the Company’s Chairman of the Board
of Directors, President, CEO, Secretary, and Acting CFO, is the sole beneficial
owner of Bombardier Pacific Ventures





On
April18, 2007, the Company issued 5,000 common shares to an employee as
compensation pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
AND CONSULTANTS STOCK COMPENSATION PLAN.





On April
18, 2007, the Company issued 5,000 common shares pursuant to the TASCO HOLDINGS
INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN as
consideration for services rendered valued at $3,750





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





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


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





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


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





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





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





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





On July
30, 2007, the Company issued 500,000 common shares to consultants pursuant to
the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN as consideration for services rendered





On July
30, 2007, the Company issued 155,000 common shares to management pursuant
to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN





On July
30, 2007, the Company issued 566,217 common shares to Bombardier Pacific
Ventures in satisfaction of the principal amount of $141,554 owed
by the Company to Bombardier Pacific Ventures. David R. Koos, the Company’s
Chairman of the Board of Directors, President, CEO, Secretary, and Acting CFO,
is the sole beneficial owner of Bombardier Pacific Ventures.





On July
31, 2007, the Company issued 760,000 common shares for cash consideration of
$190,000.





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





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





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





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





On October
4, 2007, the Company issued 28,572 common shares to consultants pursuant to the
BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN as consideration for services rendered





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





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






12





On
November 26, 2007, the Company issued 48,510 common shares to consultants
pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
STOCK COMPENSATION PLAN as consideration for services rendered.





On
December 6, 2007, the Company issued 25,000 common shares to consultants
pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
STOCK COMPENSATION PLAN as consideration for services rendered.





On
December 17, 2007, the Company issued 19,166 common shares to a consultant
pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
STOCK COMPENSATION PLAN as consideration for services rendered.





On January
8, 2008 the Company issued 110, 213 common shares to consultants pursuant to the
BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN as consideration for services rendered.





On January
8, 2008 the Company issued 24,587 common shares to consultants pursuant to
the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK
as consideration for services rendered.








On
February 22, 2008 the Company issued 11,905 common shares to a consultant
pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS
STOCK as consideration for services rendered.





Preferred
Stock





During the
quarter ended March 31, 2008 the Company sold 575,000 units (“Units”), each unit
consisting of one share of the Company’s Preferred Stock and one Preferred Stock
Purchase Warrant (“Warrant”) exercisable for a period of three months from the
date of issuance into one share of the Company’s Preferred Stock at $0.30 per
share, for the purchase price of   $0.20 per Unit for aggregate
consideration of $115,000.





During the
quarter ended March 31, 2008 the Company issued 340,000 units (“Units”), each
unit consisting of one share of the Company’s Preferred Stock and one Preferred
Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from
the date of issuance into one share of the Company’s Preferred Stock at $0.30
per share, for consideration consisting of services rendered valued at
$68,000.





NOTE 10.
STOCKHOLDERS' EQUITY





The
stockholders' equity section of the Company contains the following classes of
capital stock as of March 31, 2008:





*
Preferred stock, $ 0.0001 par value; 20,000,000 shares authorized: 915,000
shares issued and outstanding.





*
Common stock, $ 0.0001 par value; 80,000,000 shares authorized: 23,567,528
shares issued and outstanding





NOTE 11.
COMMITMENTS AND CONTINGENCIES





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





Lease
Commitments


Ending
      September 30
            Amounts2008
            $
      241,6112009
            248,8642010
            234,3772011
            42,614Total
            $
      767,466





Since the
signing of this lease, BMSG has been improving this facility and has made
substantial progress toward creating a cGMP (Good Manufacturing Practices) and
cGTP (Good Tissue Practices) compliant facility specifically designed for the
cryogenic storage of stem cells, medical device engineering, stem cell research
and stem cell specimen processing laboratories.


Concurrently,
the Company has been developing the policies and procedures needed for
processing stem cells for cryogenic storage.





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





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





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





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





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


As a
result of the Acquisition Agreement, the Subsidiary became a wholly owned
subsidiary of the Company and the Seller became the holder of approximately
78.24% of the outstanding common stock of the Registrant. For financial
accounting purposes, this acquisition was a reverse acquisition of the Company
by Bio-Matrix Scientific Group, Inc under the purchase method of accounting, and
was treated as a recapitalization with Bio-Matrix Scientific Group, Inc. as the
acquirer.





13




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





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


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


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





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





The Plan
is currently administered by the Plan Committee, which currently consists of the
entire Board of Directors of the Company, and which has sole and absolute
discretion to interpret and determine the effect of all matters and questions
relating to this Plan.





The Plan
Committee has the full and final authority in its sole discretion, at any time
and from time-to-time, subject only to the express terms, conditions and other
provisions of the Articles of Incorporation of the Company and this Plan, and
the specific limitations on such discretion set forth herein, to:





(i)
Designate the Eligible Persons or classes of Eligible Persons eligible to
receive Awards from among the Eligible Persons;





(ii) Grant
Awards to such selected Eligible Persons or classes of Eligible Persons in such
form and amount (subject to the terms of the Plan) as the Plan Committee shall
determine;





(iii)
Interpret the Plan, adopt, amend and rescind rules and regulations relating to
the Plan, and make all other determinations and take all other action necessary
or advisable for the implementation and administration of the Plan;
and





(iv)
Delegate all or a portion of its authority to one or more directors of the
Company who are executive officers of the Company, subject to such restrictions
and limitations (such as the aggregate number of shares of Common Stock that may
be awarded) as the Plan Committee may decide to impose on such delegate
directors.





As of
March 31, 2008 -- 1,491,264 shares have been issued pursuant to the
Plan


Number
      ofSharesAs
      of March 31, 2008Granted
            
            
            1,491,264
            *Remaining
      shares available for issuance under the Plan as of March 31,
      2008.
            
            
            8736




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





NOTE 14.
BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
COMPENSATION PLAN





On  June
3 , 2007 the Company adopted the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007
EMPLOYEE  AND CONSULTANTS STOCK COMPENSATION PLAN (“the  Bio
Plan”) which provides for the issuance of up to 1,500,000 authorized but
unissued shares of Common Stock to eligible employees and consultants for
services rendered (“Award Shares” or “Awards”). These Award Shares were
registered with the Securities and Exchange Commission (“Commission”) on Form
S-8 filed with the Commission on June 5, 2007. This Bio Plan shall terminate on
June 3, 2017.





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





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





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





The Bio
Plan is currently administered by a Plan Committee, which currently consists of
the entire Board of Directors of the Company, and which has sole and absolute
discretion to interpret and determine the effect of all matters and questions
relating to this Bio Plan.





The Plan
Committee has the full and final authority in its sole discretion, at any time
and from time-to-time, subject only to the express terms, conditions and other
provisions of the Articles of Incorporation of the Company and this Bio Plan,
and the specific limitations on such discretion set forth herein,
to:





(i)
Designate the Eligible Persons or classes of Eligible Persons eligible to
receive Awards from among the Eligible Persons;





(ii) Grant
Awards to such selected Eligible Persons or classes of Eligible Persons in such
form and amount (subject to the terms of the Plan) as the Plan Committee shall
determine;





(iii)
Interpret the Plan, adopt, amend and rescind rules and regulations relating to
the Plan, and make all other determinations and take all other action necessary
or advisable for the implementation and administration of the Plan;
and






14




(iv)
Delegate all or a portion of its authority to one or more directors of the
Company who are executive officers of the Company, subject to such restrictions
and limitations (such as the aggregate number of shares of Common Stock that may
be awarded) as the Plan Committee may decide to impose on such delegate
directors.


As of
March 31, 2008, 1,500,000 shares have been issued pursuant to the
Plan


Number
      ofSharesAs
      of March 31, 2008:Granted
            
            
            1.500,000Remaining
      shares available for issuance under the Plan as of March 31,
      2008
            
            
            0




NOTE
15.  PREFERRED STOCK OFFERINGS





During the
quarter ended March 31, 2008 the Company sold 575,000 units (“Units”), each unit
consisting of one share of the Company’s Preferred Stock and one Preferred Stock
Purchase Warrant (“Warrant”) exercisable for a period of three months from the
date of issuance into one share of the Company’s Preferred Stock at $0.30 per
share, for the purchase price of   $0.20 per Unit for aggregate
consideration of $115,000.





As an
additional incentive  to purchase the Units and not as a
characteristic, right or designation  of the Preferred Stock , the
Company entered into agreements with each purchaser of the Units whereby the
Company has agreed to exchange, at any time subsequent to September 3, 2008
at  the demand of the purchaser,  any and all Preferred
Shares owned by that purchaser through either the purchase of the Units or
exercise of the Warrants into an equivalent number of shares of the company’s
common stock.





During the
quarter ended March 31, 2008 the Company issued 340,000 units (“Units”), each
unit consisting of one share of the Company’s Preferred Stock and one Preferred
Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from
the date of issuance into one share of the Company’s Preferred Stock at $0.30
per share, for consideration consisting of services rendered





The
Company has also entered into agreements with each of the abovementioned
recipients of Units whereby the Company has agreed to exchange, at any time
subsequent to September 3, 2008 at the demand of the purchaser, any and all
Preferred Shares owned by that purchaser through either the purchase of the
Units or exercise of the Warrants into an equivalent number of shares of the
company’s common stock.  The above mentioned agreements constitute
agreements solely between the Company and the other parties and do not represent
any intrinsic characteristic, right or designation of the Preferred
Stock,








NOTE
16.  SUBSEQUENT EVENTS





On April
9, 2008 the Company issued 10,000 shares of common stock to a consultant for
services rendered valued at $5000.





On April
9, 2008 the Company issued 225,000 units (“Units”), each unit consisting of one
share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant
(“Warrant”) exercisable for a period of three months from the date of issuance
into one share of the Company’s Preferred Stock at $0.30 per share, for
consideration consisting of $45,000.





As an
additional incentive  to purchase the Units and not as a
characteristic, right or designation  of the Preferred Stock ,The
Company has also entered into agreements with the abovementioned recipient of
Units whereby the Company has agreed to exchange, at any time subsequent to
September 3, 2008 at the demand of the purchaser, any and all Preferred Shares
owned by that purchaser through either the purchase of the Units or exercise of
the Warrants into an equivalent number of shares of the company’s common
stock.








On April
3, 2008 the Company entered into a Letter of Intent with VIBRAGENE, an
anti-aging and genetic analysis company.Pursuant to the Letter of
Intent, it is proposed that the Company  will perform human DNA
genetic testing for biomarkers that may play important roles in disease
development and  supply DNA testing kits to VIBRAGENE for the
collection of DNA specimens. Completion of the proposed agreement is
subject to a number of conditions, including but not limited to, the
establishment of pricing acceptable to the parties.






15




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





CERTAIN
FORWARD-LOOKING INFORMATION




Information
provided in this Quarterly report on Form 10QSB may contain forward-looking
statements within the meaning of Section 21E or Securities Exchange Act of 1934
that are not historical facts and information. These statements represent the
Company's expectations or beliefs, including, but not limited to, statements
concerning future and operating results, statements  concern 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, 2007. All references to” We”,
“Us”,  “Company” or the “Company” refer to Bio-Matrix Scientific
Group, Inc.





CONDITION
AND RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 2008 AND THE SIX MONTHS
ENDED MARCH 31, 2008.





Revenues
were -0- for the quarter ending March 31, 2008 and -0- for the same quarter
ending  March 31, 2007. Net losses were $ 417,325 for the three months
ended March 31, 2008 and $515,624 for the same period
ended March  31 2007. Revenues were -0- for the six
months  ending March 31, 2008  and -0- for the six
months  ending  March 31, 2007. Net losses were $ $823,137
for the six months ended March 31, 2008 and $981,804 for the same period
ended March 31 2007.







PLAN
OF OPERATION







As of
March  31, 2008 the Company has $102,190  cash on hand and
current liabilities of $420,043 such liabilities consisting of Accounts Payable,
Notes Payable, , Accrued Payroll Taxes, Accrued Interest and other Accrued
Expenses.




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





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





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.






16




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
128, 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.





On
January128, 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
tracking


Hematology
Analyzer (celldyne
1800)(ABBOTT)


Laminar
Flow Hood 4 ft ( Clean hood)
(2)


Bench top
centrifuges (2)
refrigerated


Small
equipment (lab
set-up)


Microscope


Tube 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:






17





(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
43, 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.





During the
quarter ended March 31, 2008 the Company sold 575,000 units (“Units”), each unit
consisting of one share of the Company’s Preferred Stock and one Preferred Stock
Purchase Warrant (“Warrant”) exercisable for a period of three months from the
date of issuance into one share of the Company’s Preferred Stock at $0.30 per
share, for the purchase price of   $0.20 per Unit for aggregate
consideration of $115,000.





On April
9, 2008 the Company issued 225,000 units (“Units”), each unit consisting of one
share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant
(“Warrant”) exercisable for a period of three months from the date of issuance
into one share of the Company’s Preferred Stock at $0.30 per share, for
consideration consisting of $45,000.





As an
additional incentive  to purchase the Units and not as a
characteristic, right or designation  of the Preferred Stock ,The
Company has also entered into agreements with the abovementioned recipient of
Units whereby the Company has agreed to exchange, at any time subsequent to
September 3, 2008 at the demand of the purchaser, any and all Preferred Shares
owned by that purchaser through either the purchase of the Units or exercise of
the Warrants into an equivalent number of shares of the company’s common
stock.











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





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








On
February 13, 2008, the Company became registered with the US Food and Drug
Administration (“FDA”) under the Public Health Service Act to satisfy the
regulatory requirements involving the storage of stem cells and other tissue.
These regulatory requirements apply to all establishments engaged in the
recovery, processing, storage, labeling, packaging, or distribution of any Human
Cells, Tissues, and Cellular and Tissue-Based Products (HCT/Ps) or the screening
or testing of a cell or tissue donor.





The
Company is currently endeavoring to obtain a Tissue Bank License to be granted
by Department of Health Services of the State of California. The Company
believes it has acquired all equipment necessary in order that it may operate a
Tissue Bank within the State of California.





On March
4, 2008 the Company entered into a non binding Letter of Intent (“UCLALOI”) with
the Regents of the University of California (“Regents) whereby the Regents shall
negotiate exclusively with the Company for the purpose of granting to the
Company an exclusive, worldwide royalty-bearing license for life of the Patent
Rights to a Screening Test for Gestational Diabetes Mellitus UCLA Case Number
2007-523 (“License Agreement”). As consideration for this promise, Company
agreed to pay a nonrefundable fee of Five hundred dollars ($500) within ten (10)
days of the execution of this Letter of Intent, and to reimburse The Regents for
costs incurred in the drafting and filing of a provisional patent application
for UCLA Case Number 2007-523 up to a maximum total of Three Thousand Dollars
($3,000).





Pursuant
to the UCLALOI, in the event that a License Agreement is not executed by or
before May 1, 2008, the Regent’s obligation to negotiate exclusively with the
Company shall expire. The Company is currently in discussion with the Regents to
extend the May 1, 2008 deadline. The Company is currently in the process of
evaluating what, if any, additional equipment may be required to be acquired in
the event the License Agreement is granted, of which no assurance can be
given.





On April
3, 2008 the Company entered into a non binding Letter of Intent with VIBRAGENE,
an anti-aging and genetic analysis company. Pursuant to the Letter of Intent, it
is proposed that the Company will perform human DNA genetic testing for
biomarkers that may play important roles in disease development and supply DNA
testing kits to VIBRAGENE for the collection of DNA specimens. Completion of the
proposed agreement is subject to a number of conditions, including but not
limited to, the establishment of pricing acceptable to the parties. The Company
is currently in the process of evaluating what, if any, additional equipment may
be required to be acquired in the event that the abovementioned proposed
agreement is executed, of which no assurance can be given.








In the
event that we are successful in obtaining the amount of the additional
financing that we require on acceptable terms, we currently anticipate that
we will need to add the following additional employees during the twelve
month period thereafter:






18





Title
            Estimated
      Annual CompensationDirector of
      Labs
            
            
            $
            120,000Director of
      Quality & Assurance
            
            
            $
            75,000Adm.
      Director
            
            
            $
            75,000Dir.
      Of Engineering / Production
            
            
            $
            85,000Lab
      Tech
            
            
            $
            65,000Lab
      Tech
            
            
            $
            65,000Customer
      Service Representative.
            
            
            $
            45,000Director
      of Market & Sales
            
            
            $
            100,000Facility
      Manager / Receiving & Shipping
            
            
            $
            60,000Support
      Staff
            
            
            $
            50,000Total
            
            
            $
            740,000




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




Item
3. CONTROLS AND PROCEDURES




(A)
Evaluation of Disclosure Controls and Procedures




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




(B)
Changes in Internal Controls over Financial Reporting




In
connection with the evaluation of the Company's internal controls during the
period commencing on January 1, 2008 and ending March 31, 2008, David Koos, who
is both the Company's Principal Executive Officer and Principal Financial
Officer has determined that there were no changes to the Company's internal
controls over financial reporting that have been materially effected, or is
reasonably likely to materially effect, the Company's internal controls over
financial reporting.




PART
II.




Item
1: LEGAL PROCEEDINGS




None





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





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





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





The shares
were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
No underwriters were retained to serve as placement agents. The shares were
offered directly through the management of the Company, and the consideration
for the shares was 100% of the share capital of BMSG.





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





The OTCFN
Options were issued pursuant to Section 4(2) of the Securities Act of 1933, as
amended. No underwriters were retained to serve as placement agents. The OTCFN
Options were offered directly through the management of the
Company.





Consideration
for the OTCFN OPTIONS was OTCFN's entry into the PR Agreement and the
performance of services by OTCFN pursuant to that PR Agreement.





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





The shares
were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
No underwriters were retained to serve as placement agents. The shares were
offered directly through the management of the Company, and the consideration
for the shares was full satisfaction of the amount of $1,191,619 plus accrued
and unpaid interest, owed to BMXP Holdings, Inc. by the Company.





On
December 5, 2006 the Company issued 1,391,935 shares of common stock to
Bio-Technology Partners Business Trust which constituted full satisfaction of
the amount of $246,744 plus accrued interest owed by the Company to
Bio-Technology Partners Business Trust.





The shares
were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended.
No underwriters were retained to serve as placement agents. The shares were
offered directly through the management of the Company, and the consideration
for the shares was full satisfaction of the amount $246,744 plus accrued
interest owed by the Company to Bio-Technology Partners Business Trust.





On March
9, 2007 the Company issued 500,000 shares of common stock to Bio-Technology
Partners Business Trust which constituted full satisfaction of the amount of
$125,000 owed by the Company to Bio-Technology Partners Business Trust. The
shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as
amended.






19




The shares
were offered directly through the management. No underwriters were retained to
serve as placement agents. No commission or other consideration was paid in
connection with the sale of the shares. There was no advertisement or general
solicitation made in connection with this Offer and Sale of shares.





A legend
was placed on the certificate that evidences the shares of Common Stock stating
that the shares of Common Stock have not been registered under the Act and
setting forth or referring to the restrictions on transferability and sale of
the shares of Common Stock.




During the
period beginning January 1, 2007 and ending April 4, 2007, the Company sold
1,752,867 restricted shares (the "Shares") of common stock, at a purchase price
of $0.25 per share.





740,666 of
the Shares were sold for cash consideration of $185,166 to five
purchasers.  The net proceeds of the sale of shares sold for cash
consideration, which were $185,166, will be utilized for general working capital
purposes.





27,033 of
the Shares were issued to two purchasers as consideration for services rendered
valued at $6,758.





985,168 of
the Shares were issued to Bombardier Pacific Ventures in full satisfaction of
$246,292 owed by the Company to Bombardier Pacific Ventures on April 4, 2007.
David R. Koos, the Company’s Chairman of the Board of Directors, President, CEO,
Secretary, and Acting CFO, is the sole beneficial owner of Bombardier Pacific
Ventures.





No
underwriters were retained to serve as placement agents for the sale. The Shares
were sold directly through the management of the Company. No commission or other
consideration was paid in connection with the sale of the Shares. There was no
advertisement or general solicitation made in connection with this offer and
sale of shares.




The offer
and sale of the Shares was exempt from the registration provisions of the
Securities Act of 1933, as amended, by reason of Section 4(2)
thereof.  Each of the purchasers warranted and represented that they
were “Accredited Investors” as that term is used in Rule 144(a)(1) of the
Securities Act of 1933 and each gave further representations that they were
experienced and sophisticated in making financial, business, and investment
decisions and thereby able to “fend for themselves.”  Further, each
received an opportunity to ask questions of the Company’s management regarding
the Company, its affairs, condition, and prospects and to receive answers to all
such questions.  Finally, each received a copy of the Company’s
business plan, the risks and merits of investing in the Company, together with
copies of the Company’s financial statements so as to allow each of them to make
an informed investment decision.





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





The shares
were offered directly through the management. No underwriters were retained to
serve as placement agents. No commission or other consideration was paid in
connection with the sale of the shares. There was no advertisement or general
solicitation made in connection with this Offer and Sale of shares.





A legend
was placed on the certificate that evidences the shares of Common Stock stating
that the shares of Common Stock have not been registered under the Act and
setting forth or referring to the restrictions on transferability and sale of
the shares of Common Stock.







On July
30, 2007, the Company issued 566,217 common shares to Bombardier Pacific
Ventures in satisfaction of the principal amount of $141,554 owed by us to
Bombardier Pacific Ventures. David R. Koos, the Company’s Chairman of the Board
of Directors, President, CEO, Secretary, and Acting CFO, is the sole beneficial
owner of Bombardier Pacific Ventures. The offer and sale of the shares was
exempt from the registration provisions of the Securities Act of 1933, as
amended, by reason of Section 4(2) thereof.





The shares
were offered directly through the management. No underwriters were retained to
serve as placement agents. No commission or other consideration was paid in
connection with the sale of the shares. There was no advertisement or general
solicitation made in connection with this Offer and Sale of shares.





A legend
was placed on the certificate that evidences the shares of Common Stock stating
that the shares of Common Stock have not been registered under the Act and
setting forth or referring to the restrictions on transferability and sale of
the shares of Common Stock.





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





On August
6, 2007, the Company issued 620,000 common shares to consultants as
consideration for services rendered. The offer and sale of the shares was exempt
from the registration provisions of the Securities Act of 1933, as amended, by
reason of Section 4(2) thereof.




The shares
were offered directly through the management. No underwriters were retained to
serve as placement agents. No commission or other consideration was paid in
connection with the sale of the shares. There was no advertisement or general
solicitation made in connection with this Offer and Sale of shares.





A legend
was placed on the certificate that evidences the shares of Common Stock stating
that the shares of Common Stock have not been registered under the Act and
setting forth or referring to the restrictions on transferability and sale of
the shares of Common Stock.




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





20




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





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





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





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




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





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





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




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





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 who is accredited investor as “accredited
investor” is defined in Rule 501 of Regulation D, promulgated under the
Securities Act of 1933, as amended. and who also has for two years had a
substantive, pre-existing relationship with the Company.


.





Interest
on the Convertible Debenture shall accrue at a rate of 12% per annum based on a
365 day year. The Company shall pay simple interest to the holder on the
aggregate unconverted and then outstanding principal amount of this Convertible
Debenture at the rate of 12% per annum, payable on the maturity Date, which is
November 30, 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
us.





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 us (“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 us in the
event the registration Statement is not declared effective by the
SEC.





The net
proceeds, which are $75,000, will be utilized general working capital purposes.
No underwriters were retained to serve as placement agents for the sale. This
Convertible Debenture was sold directly through our management. No commission or
other consideration was paid in connection with the sale of the Convertible
Debenture. There was no advertisement or general solicitation made in connection
with this offer and sale of the Convertible Debenture. The offer and sale of the
Convertible Debenture was exempt from the registration provisions of the
Securities Act by reason of Section 4(2) thereof. Management made its
determination of the availability of such exemption based upon the facts and
circumstances surrounding the offer and sale of the Convertible Debenture,
including the representations and warranties made by the purchaser and the fact
that a restrictive legend was placed on the Convertible Debenture and
restrictive legends will be placed on, and stop transfer orders placed
against, the certificates for any shares into which the Convertible
debenture may convert.





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 who is
accredited investor as “accredited investor” is defined in Rule 501 of
Regulation D, promulgated under the Securities Act of 1933, as amended. and who
also has had a substantive, pre-existing relationship with the
Company.





Interest
on the Convertible Debenture shall accrue at a rate of 12% per annum based on a
365 day year.  The Company   shall pay simple interest
to the holder on the aggregate unconverted and then outstanding principal amount
of this Convertible Debenture at the rate of 12% per annum, payable on the
maturity Date, which is December 28, 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  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
us.





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”).






21




Subsequent
to any conversion, the holder shall have the right, upon written demand to us
(“Registration Demand”), to cause us, 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 us in the event the registration
Statement is not declared effective by the SEC.





The net proceeds, which are
$18,400, will be utilized general working capital purposes. No underwriters were
retained to serve as placement agents for the sale. This Convertible Debenture
was sold directly through our management. No commission or other consideration
was paid in connection with the sale of the Convertible Debenture. There was no
advertisement or general solicitation made in connection with this offer and
sale of the Convertible Debenture. The offer and sale of the Convertible
Debenture was exempt from the registration provisions of the Securities Act by
reason of Section 4(2) thereof. Management made its determination of the
availability of such exemption based upon the facts and circumstances
surrounding the offer and sale of the Convertible Debenture, including the
representations and warranties made by the purchaser and the fact that a
restrictive legend was placed on the Convertible Debenture and restrictive
legends will be placed on, and stop transfer orders placed against, the
certificates for any shares into which the Convertible debenture may
convert.





On January
18, 2008, the Company sold $200,000 face value convertible debenture
(“Convertible Debenture”) for an aggregate purchase price of $100,000 to one
purchaser who is accredited investor as “accredited investor” is defined in Rule
501 of Regulation D, promulgated under the Securities Act of 1933, as amended.
and who also has had a substantive, pre-existing relationship with the
Company.





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
us.





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 us
(“Registration Demand”), to cause us, 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 us 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 may 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




The net
proceeds, which are $200,000, will be utilized general working capital purposes.
No underwriters were retained to serve as placement agents for the sale. This
Convertible Debenture was sold directly through our management. No commission or
other consideration was paid in connection with the sale of the Convertible
Debenture. There was no advertisement or general solicitation made in connection
with this offer and sale of the Convertible Debenture. The offer and sale of the
Convertible Debenture was exempt from the registration provisions of the
Securities Act by reason of Section 4(2) thereof. Management made its
determination of the availability of such exemption based upon the facts and
circumstances surrounding the offer and sale of the Convertible Debenture,
including the representations and warranties made by the purchaser and the fact
that a restrictive legend was placed on the Convertible Debenture and
restrictive legends will be placed on, and stop transfer orders placed
against, the certificates for any shares into which the Convertible
debenture may convert.





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.





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







22




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





On March
43, 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.





The net
proceeds, which are $10,000, will be utilized general working capital purposes.
No underwriters were retained to serve as placement agents for the sale. This
Convertible Debenture was sold directly through our management. No commission or
other consideration was paid in connection with the sale of the Convertible
Debenture. There was no advertisement or general solicitation made in connection
with this offer and sale of the Convertible Debenture. The offer and sale of the
Convertible Debenture was exempt from the registration provisions of the
Securities Act by reason of Section 4(2) thereof. Management made its
determination of the availability of such exemption based upon the facts and
circumstances surrounding the offer and sale of the Convertible Debenture,
including the representations and warranties made by the purchaser and the fact
that a restrictive legend was placed on the Convertible Debenture and
restrictive legends will be placed on, and stop transfer orders placed
against, the certificates for any shares into which the Convertible
debenture may convert.





During the
quarter ended March 31, 2008 the Company sold 575,000 units (“Units”), each unit
consisting of one share of the Company’s Preferred Stock and one Preferred Stock
Purchase Warrant (“Warrant”) exercisable for a period of three months from the
date of issuance into one share of the Company’s Preferred Stock at $0.30 per
share, for the purchase price of   $0.20 per Unit for aggregate
consideration of $115,000.





The
Company has also entered into agreements with each of the abovementioned
recipients of Units whereby the Company has agreed to exchange, at any time
subsequent to September 3, 2008 at the demand of the purchaser, any and all
Preferred Shares owned by that purchaser through either the purchase of the
Units or exercise of the Warrants into an equivalent number of shares of the
company’s common stock.  The above mentioned agreements constitute
agreements solely between the Company and the other parties and do not represent
any intrinsic characteristic, right or designation of the Preferred
Stock,





The net
proceeds, which are $115,000, will be utilized general working capital purposes.
No underwriters were retained to serve as placement agents for the sale. These
Units were sold directly through our management. No commission or other
consideration was paid in connection with the sale of the Units. There was no
advertisement or general solicitation made in connection with this offer and
sale of the Units. The offer and sale of the Units was exempt from the
registration provisions of the Securities Act by reason of Section 4(2) thereof.
Management made its determination of the availability of such exemption based
upon the facts and circumstances surrounding the offer and sale of the Units,
including the representations and warranties made by the purchaser and the fact
that a restrictive legend was placed on the securities comprising the Units and
restrictive legends will be placed on, and stop transfer orders placed against,
the certificates for any Common Shares which may be issued in accordance with
the abovementioned agreements with the Unit holders.





During the
quarter ended March 31, 2008 the Company issued 340,000 units (“Units”), each
unit consisting of one share of the Company’s Preferred Stock and one Preferred
Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from
the date of issuance into one share of the Company’s Preferred Stock at $0.30
per share, for consideration consisting of services rendered.





The
Company has also entered into agreements with each of the abovementioned
recipients of Units whereby the Company has agreed to exchange, at any time
subsequent to September 3, 2008 at the demand of the purchaser, any and all
Preferred Shares owned by that purchaser through either the purchase of the
Units or exercise of the Warrants into an equivalent number of shares of the
company’s common stock.  The above mentioned agreements constitute
agreements solely between the Company and the other parties and do not represent
any intrinsic characteristic, right or designation of the Preferred
Stock,





No
underwriters were retained to serve as placement agents for the sale. These
Units were sold directly through our management. No commission or other
consideration was paid in connection with the sale of the Units. There was no
advertisement or general solicitation made in connection with this offer and
sale of the Units. The offer and sale of the Units was exempt from the
registration provisions of the Securities Act by reason of Section 4(2) thereof.
Management made its determination of the availability of such exemption based
upon the facts and circumstances surrounding the offer and sale of the Units,
including the representations and warranties made by the purchaser and the fact
that a restrictive legend was placed on the securities comprising the Units and
restrictive legends will be placed on, and stop transfer orders placed against,
the certificates for any Common Shares which may be issued in accordance with
the abovementioned agreements with the Unit holders.





On April
9, 2008 the Company issued 10,000 shares of Common Stock to a consultant for
services rendered.  The offer and sale of the shares was
exempt from the registration provisions of the Securities Act of 1933, as
amended, by reason of Section 4(2) thereof.





The shares
were offered directly through the management. No underwriters were retained to
serve as placement agents. No commission or other consideration was paid in
connection with the sale of the shares. There was no advertisement or general
solicitation made in connection with this Offer and Sale of shares.





A legend
was placed on the certificate that evidences the shares of Common Stock stating
that the shares of Common Stock have not been registered under the Act and
setting forth or referring to the restrictions on transferability and sale of
the shares of Common Stock.





On April
9, 2008 the Company issued 225,000 units (“Units”), each unit consisting of one
share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant
(“Warrant”) exercisable for a period of three months from the date of issuance
into one share of the Company’s Preferred Stock at $0.30 per share, to one
purchaser for consideration consisting of $45,000.





As an
additional incentive  to purchase the Units and not as a
characteristic, right or designation  of the Preferred Stock ,The
Company has also entered into agreements with the abovementioned recipient of
Units whereby the Company has agreed to exchange, at any time subsequent to
September 3, 2008 at the demand of the purchaser, any and all Preferred Shares
owned by that purchaser through either the purchase of the Units or exercise of
the Warrants into an equivalent number of shares of the company’s common
stock.






23




The net
proceeds, which are $45,000, will be utilized general working capital purposes.
No underwriters were retained to serve as placement agents for the sale. These
Units were sold directly through our management. No commission or other
consideration was paid in connection with the sale of the Units. There was no
advertisement or general solicitation made in connection with this offer and
sale of the Units. The offer and sale of the Units was exempt from the
registration provisions of the Securities Act by reason of Section 4(2) thereof.
Management made its determination of the availability of such exemption based
upon the facts and circumstances surrounding the offer and sale of the Units,
including the representations and warranties made by the purchaser and the fact
that a restrictive legend was placed on the securities comprising the Units and
restrictive legends will be placed on, and stop transfer orders placed against,
the certificates for any Common Shares which may be issued in accordance with
the abovementioned agreements with the Unit holder.





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.













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:
      May 5, 2008