SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM
10-Q/A



Amendment No. 3



Quarterly Report under Section 13 or
15 (d) of

Securities Exchange Act of 1934



For Period ended March 31, 2013



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.)
|                                                   |                                     
|4700 Spring Street, Suite 304, La Mesa, California | 91942                               
|(Address of Principal Executive Offices)           | (Zip Code)                          



(619) 702-1404

(Registrant's telephone number, including
area code)



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes☑No☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☑No☐



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions
of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



|☐Large accelerated filer | ☐Accelerated filer        
|------------------------ | --------------------------
|☐Non-accelerated filer   | ☑Smaller reporting company



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☑



There were 1,998,299,049 shares of Common Stock outstanding
as of August 6, 2013.





EXPLANATORY
NOTE



THIS AMENDMENT NO. 3 TO BIO-MATRIX
SCIENTIFIC GROUP, INC’S (THE “COMPANY”) FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2013 (“FORM 10-Q”)
IS BEING FILED SOLELY TO AMEND THE FOLLOWING PORTIONS OF AMENDMENT NO. 2 TO THE FORM 10-Q (“ORIGINAL FILING”).



PART 1, ITEM 1 FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET



THE COMPANY HAS NOT MODIFIED OR UPDATED
DISCLOSURES PRESENTED IN THE ORIGINAL FILING, EXCEPT AS INDICATED ABOVE. ACCORDINGLY, THIS AMENDMENT DOES NOT REFLECT EVENTS OCCURRING
AFTER THE DATE OF THE ORIGINAL FILING AND DOES NOT MODIFY OR UPDATE THOSE DISCLOSURES AFFECTED BY SUBSEQUENT EVENTS, EXCEPT AS
SPECIFICALLY REFERENCED HEREIN. INFORMATION NOT AFFECTED BY THE ABOVE AMENDMENTS IS UNCHANGED AND REFLECTS THE DISCLOSURES MADE
AT THE TIME OF THE ORIGIN























PART I - ITEM 1 FINANCIAL INFORMATION



|                                                                                                                                                                                                           |  | As of          |             | As of             
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | ------------------
|                                                                                                                                                                                                           |  | March 31, 2013 |             | September 30, 2012
|                                                                                                                                                                                                           |  | Unaudited      |             |                   
|ASSETS                                                                                                                                                                                                     |  |                |             |                   
|CURRENT ASSETS:                                                                                                                                                                                            |  |                |             |                   
|Cash                                                                                                                                                                                                       |  | $              | 10,684      |                   
|Prepaid expenses                                                                                                                                                                                           |  |                | 15,000      |                   
|Total current assets                                                                                                                                                                                       |  |                | 25,684      |                   
|                                                                                                                                                                                                           |  |                |             |                   
|PROPERTY & EQUIPMENT (Net of Accumulated Depreciation                                                                                                                                                      |  |                | 0           |                   
|                                                                                                                                                                                                           |  |                |             |                   
|OTHER ASSETS                                                                                                                                                                                               |  |                |             |                   
|Deposits                                                                                                                                                                                                   |  |                | 4,200       |                   
|Deferred Financing Costs                                                                                                                                                                                   |  |                | 65,000      |                   
|Investment in Subsidiary                                                                                                                                                                                   |  |                | --          |                   
|Available for Sale Securities                                                                                                                                                                              |  |                | 35,000      |                   
|Total Other Assets                                                                                                                                                                                         |  |                | 104,200     |                   
|                                                                                                                                                                                                           |  |                |             |                   
|TOTAL ASSETS                                                                                                                                                                                               |  | $              | 129,884     |                   
|                                                                                                                                                                                                           |  |                |             |                   
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                                                      |  |                |             |                   
|Current liabilities:                                                                                                                                                                                       |  |                |             |                   
|Accounts payable                                                                                                                                                                                           |  | $              | 147,844     |                   
|Notes payable                                                                                                                                                                                              |  |                | 479,950     |                   
|Bank Overdraft                                                                                                                                                                                             |  |                | 2,286       |                   
|Accrued Payroll                                                                                                                                                                                            |  |                | 543,192     |                   
|Accrued Payroll Taxes                                                                                                                                                                                      |  |                | 31,411      |                   
|Accrued Interest                                                                                                                                                                                           |  |                | 225,437     |                   
|Accrued Expenses                                                                                                                                                                                           |  |                | 5,000       |                   
|Convertible Note Payable Net of Unamortized Discount                                                                                                                                                       |  |                | 367,867     |                   
|Due
    to Affiliate                                                                                                                                                                                       |  |                | 34,865      |                   
|Current
    portion, note payable to affiliated party                                                                                                                                                      |  |                | 1,000       |                   
|Total current liabilities                                                                                                                                                                                  |  |                | 1,838,882   |                   
|                                                                                                                                                                                                           |  |                |             |                   
|Total
    liabilities                                                                                                                                                                                      |  | $              | 1,838,882   |                   
|                                                                                                                                                                                                           |  |                |             |                   
|Stockholders’ equity (deficit):                                                                                                                                                                            |  |                |             |                   
|Preferred
    Stock ($.0001 par value) 20,000,000 shares authorized; 20,000,000
    shares authorized; 1,963,821 issues and outstanding as of March
    31, 2013 and September 30 2012                     |  |                | 197         |                   
|Series
    AA Preferred ($0.0001 par value)  100,000 shares authorized 94,852
    issued and outstanding as of March  31, 2013 and September
    30, 2012                                                  |  |                | 9           |                   
|Series
    B Preferred Shares ($.0001 par value) 2,000,000 shares authorized; 725,409
    issued and outstanding as of March 31, 2013 and September  30
    , 2012 respectively                            |  |                | 73          |                   
|Common     Stock ($.0001 par value) 2,000,000,000 shares authorized; 1,360,232,659     and
    323,507,887  issued and outstanding as of March  31,     2013     and  September 30 , 2012
    respectively |  |                | 136,022     |                   
|Non
    Voting Convertible Preferred Stock ($1 Par value) 200,000
    shares authorized;75,000 and 75,000 issued and outstanding as
    of September 30, 2012 and March 31, 2013                           |  |                | 75,000      |                   
|Additional Paid-in Capital                                                                                                                                                                                 |  |                | 13,862,550  |                   
|Contributed Capital                                                                                                                                                                                        |  |                | 509,355     |                   
|Retained Earnings (Deficit) accumulated during the development stage                                                                                                                                       |  |                | 25,009,157  |                   
|Accumulated other comprehensive income (loss)                                                                                                                                                              |  |                | (41,301,361 | )                 
|Total stockholders' equity (deficit)                                                                                                                                                                       |  |                | (1,708,998  | )                 
|Total
    liabilities and stockholders' deficit                                                                                                                                                            |  | $              | 129,884     |                   





The
Accompanying Note are an Integral Part of These Financial Statements.













EXHIBITS



|31.1 | Certification of Chief Executive Officer                                                            
|---- | ----------------------------------------------------------------------------------------------------
|31.2 | Certification of Acting Chief Financial Officer                                                     
|32.1 | 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.
|------------------------- | ---------------------------------
|                          |                                  
|Date: August 20,
    2013 | By:                              
|                          |