ECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-Q



☒
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:



For
the quarterly period ended June 30, 2016



☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:



For
the transition period from ___________ to ___________.



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 5,746,386,628 shares of Common Stock outstanding as of June 30, 2016.



1







PART
I - FINANCIAL INFORMATION

Item
1. - Financial Statements



|BIOMATRIX
    SCIENTIFIC GROUP, INC.                                                                                                                                                                                                                    |  |                         |             |                             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ----------- | ----------------------------
|CONSOLIDATED
    BALANCE SHEET                                                                                                                                                                                                                          |  |                         |             |                             
|                                                                                                                                                                                                                                                        |  |                         |             |                             
|                                                                                                                                                                                                                                                        |  | As
    of June 30, 2016 |             | As
    of September 30, 2015
|                                                                                                                                                                                                                                                        |  | (unaudited)             |             | (as
    restated)           
|ASSETS                                                                                                                                                                                                                                                  |  |                         |             |                             
|CURRENT
    ASSETS                                                                                                                                                                                                                                      |  |                         |             |                             
|Cash                                                                                                                                                                                                                                                    |  |                         | 142,087     |                             
|Prepaid
    Expenses                                                                                                                                                                                                                                    |  |                         | 16,000      |                             
|Note
    Receivable                                                                                                                                                                                                                                     |  |                         | 12,051      |                             
|Interest
    Receivable                                                                                                                                                                                                                                 |  |                         | 2,278       |                             
|Due
    from Former Subsidiary Employee                                                                                                                                                                                                                 |  |                         | 15,000      |                             
|Total
    Current Assets                                                                                                                                                                                                                                |  |                         | 187,416     |                             
|                                                                                                                                                                                                                                                        |  |                         |             |                             
|OTHER
    ASSETS                                                                                                                                                                                                                                        |  |                         |             |                             
|Deposits                                                                                                                                                                                                                                                |  |                         | 4,200       |                             
|Available
    for Sale Securities                                                                                                                                                                                                                       |  |                         | 80,667      |                             
|Total
    Other Assets                                                                                                                                                                                                                                  |  |                         | 84,867      |                             
|                                                                                                                                                                                                                                                        |  |                         |             |                             
|TOTAL
    ASSETS                                                                                                                                                                                                                                        |  |                         | 272,283     |                             
|                                                                                                                                                                                                                                                        |  |                         |             |                             
|LIABILITIES
    AND STOCKHOLDERS' EQUITY                                                                                                                                                                                                                |  |                         |             |                             
|                                                                                                                                                                                                                                                        |  |                         |             |                             
|CURRENT
    LIABILITIES                                                                                                                                                                                                                                 |  |                         |             |                             
|Accounts
    Payable                                                                                                                                                                                                                                    |  |                         | 289,743     |                             
|Notes
    Payable                                                                                                                                                                                                                                       |  |                         | 455,433     |                             
|Bank
    Overdraft                                                                                                                                                                                                                                      |  |                         |             |                             
|Accrued
    Payroll                                                                                                                                                                                                                                     |  |                         | 970,590     |                             
|Accrued
    Payroll Taxes                                                                                                                                                                                                                               |  |                         | 43,343      |                             
|Accrued
    Interest                                                                                                                                                                                                                                    |  |                         | 364,971     |                             
|Accrued
    Rent                                                                                                                                                                                                                                        |  |                         | 15,000      |                             
|Accrued
    Expenses                                                                                                                                                                                                                                    |  |                         | 5,000       |                             
|Convertible
    Note Payable Net of  Unamortized Discount                                                                                                                                                                                               |  |                         | 201,759     |                             
|Due
    to Affiliate                                                                                                                                                                                                                                    |  |                         | 0           |                             
|Due
    to Subsidiary Shareholder                                                                                                                                                                                                                       |  |                         | 0           |                             
|Current
    portion, note payable to affiliated party                                                                                                                                                                                                   |  |                         | 1,000       |                             
|Total
    Current Liabilities                                                                                                                                                                                                                           |  |                         | 2,346,839   |                             
|Long
    Term Liabilities                                                                                                                                                                                                                               |  |                         |             |                             
|Convertible
    Note Payable Net of  Unamortized Discount                                                                                                                                                                                               |  |                         | 102,703     |                             
|Total
    Long Term Liabilities                                                                                                                                                                                                                         |  |                         | 102,703     |                             
|Total
    Liabilities                                                                                                                                                                                                                                   |  |                         | 2,449,542   |                             
|                                                                                                                                                                                                                                                        |  |                         |             |                             
|STOCKHOLDERS'
    EQUITY (DEFICIT)                                                                                                                                                                                                                      |  |                         |             |                             
|                                                                                                                                                                                                                                                        |  |                         |             |                             
|Preferred
    Stock ($.0001 par value) 20,000,000 shares authorized; 20,000,000 shares authorized; 2,063,821  issues and outstanding
    as of September 30 2015 and June 30, 2016                                                                      |  |                         | 207         |                             
|Series
    AA Preferred ($0.0001 par value) 100,000 shares authorized 94,852 issued and outstanding as of September  30,
    2015 and June 30, 2016                                                                                                     |  |                         | 9           |                             
|Series
    AAA Preferred ($0.0001 par value) 1,000,000 shares authorized 40,000 shares issued and outstanding as of September  30,
    2015 and June 30, 2016                                                                                           |  |                         | 4           |                             
|Series
    B Preferred Shares ($.0001 par value) 2,000,000 shares authorized; 725,409 issued and outstanding as of June 30, 2016 and
    September  30,2015 respectively                                                                                |  |                         | 73          |                             
|Common
    Stock ($.0001 par value) 5,000,000,000 shares authorized and 4,232,931,345   issued and outstanding  as
    of  September 30, 2015, 8,000,000,000 shares authorized and 5,746,386,628 shares issued and outstanding as of June  30,
    2016 |  |                         | 574,636     |                             
|Non
    Voting Convertible Preferred Stock ($1 Par value) 200,000 shares authorized; 0 shares issued and outstanding as
    of September  30, 2015  and June 30, 2016                                                                                   |  |                         | 0           |                             
|Additional
    Paid in capital                                                                                                                                                                                                                          |  |                         | 34,187,995  |                             
|Contributed
    Capital                                                                                                                                                                                                                                 |  |                         | 509,355     |                             
|Retained
    Earnings (Deficit)                                                                                                                                                                                                                         |  |                         | (37,516,099 | )                           
|Accumulated
    Other Comprehensive Income (Loss)                                                                                                                                                                                                       |  |                         | (114,333    | )                           
|Total
    Stockholders' Equity (Deficit) Biomatrix Scientific Group, Inc.                                                                                                                                                                               |  |                         | (2,358,153  | )                           
|Noncontrolling
    Interest in subsidiary                                                                                                                                                                                                               |  |                         | 180,894     |                             
|Total
    Stockholders' Equity                                                                                                                                                                                                                          |  |                         | (2,177,259  | )                           
|TOTAL
    LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                                                                                                                  |  |                         | 272,283     |                             
|                                                                                                                                                                                                                                                        |  |                         |             |                             
|The
    Accompanying Notes are an Integral Part of These Financial Statements                                                                                                                                                                          



2







|BIO MATRIX SCIENTIFIC GROUP,INC                                                                      |  |   |                                                                      |   |  |   |                                                                      |  
|---------------------------------------------------------------------------------------------------- |  | - | -------------------------------------------------------------------- | - |  | - | -------------------------------------------------------------------- | -
|CONSOLIDATED STATEMENT OF OPERATIONS                                                                 |  |   |                                                                      |   |  |   |                                                                     
|(Unaudited)                                                                                          |  |   |                                                                      |   |  |   |                                                                      |  
|                                                                                                     |  |   |                                                                      |   |  |   |                                                                      |  
|                                                                                                     |  |   | Quarter
                                         Ended June 30, 2016 |   |  |   | Quarter
                                         Ended June 30, 2015 |  
|REVENUES                                                                                             |  |   |                                                                      |   |  |   |                                                                      |  
|                                                                                                     |  |   | 0                                                                    |   |  |   | 0                                                                    |  
|COST AND EXPENSES                                                                                    |  |   |                                                                      |   |  |   |                                                                      |  
|Research
    and Development                                                                         |  |   | 208,285                                                              |   |  |   | 68,081                                                               |  
|General
    and Administrative                                                                       |  |   | 468,027                                                              |   |  |   | 494,963                                                              |  
|Consulting
    and Professional Fees                                                                 |  |   | 220,503                                                              |   |  |   | 87,367                                                               |  
|Rent                                                                                                 |  |   | 15,000                                                               |   |  |   | 16,200                                                               |  
|Total
    Costs and Expenses                                                                         |  |   | 911,815                                                              |   |  |   | 666,611                                                              |  
|                                                                                                     |  |   |                                                                      |   |  |   |                                                                      |  
|OPERATING LOSS                                                                                       |  |   | (911,815                                                             | ) |  |   | (666,611                                                             | )
|                                                                                                     |  |   |                                                                      |   |  |   |                                                                      |  
|OTHER INCOME &
    (EXPENSES)                                                                        |  |   |                                                                      |   |  |   |                                                                      |  
|Interest
    Income                                                                                  |  |   | 300                                                                  |   |  |   | 297                                                                  |  
|Interest
    Expense                                                                                 |  |   | (16,586                                                              | ) |  |   | (11,726                                                              | )
|Loss
    on Settlement of Debt through Equity Issuance below Fair value                              |  |   | (28,714                                                              | ) |  |   | (140,000                                                             | )
|Loss
    on Settlement of Debt through Issuance of  Shares of Regen Biopharma, Inc. below fair value |  |   | (1,473,490                                                           | ) |  |   | (937,425                                                             | )
|Interest
    Expense attributable to  amortization of discount                                       |  |   | (6,736                                                               | ) |  |   | (73,387                                                              | )
|Preferred
    Shares of Regen Biopharma, Inc. issued pursuant to contractual obligations             |  |   | —                                                                    |   |  |   | (321                                                                 | )
|Expense
    Related to issuance of Convertible Debt to Star City                                     |  |   |                                                                      |   |  |   |                                                                      |  
|Total
    Other Income & (Expense)                                                                   |  |   | (1,525,226                                                           | ) |  |   | (1,162,562                                                           | )
|                                                                                                     |  |   |                                                                      |   |  |   |                                                                      |  
|NET INCOME (LOSS)                                                                                    |  |   | (2,437,040                                                           | ) |  |   | (1,829,173                                                           | )
|                                                                                                     |  |   |                                                                      |   |  |   |                                                                      |  
|Less: (Net Income)
    Loss attributable to noncontrolling interest Regen Biopharma, Inc.            |  |   | 2,050,663                                                            |   |  |   | 1,274,739                                                            |  
|                                                                                                     |  |   |                                                                      |   |  |   |                                                                      |  
|NET INCOME (LOSS) available
    to common shareholders                                               |  |   | (386,377                                                             | ) |  |   | (554,434                                                             | )
|                                                                                                     |  |   |                                                                      |   |  |   |                                                                      |  
|BASIC  AND
    FULLY DILUTED EARNINGS (LOSS)                                                         |  | $ | (0.0001                                                              | ) |  | $ | (0.0001                                                              | )
|                                                                                                     |  |   |                                                                      |   |  |   |                                                                      |  
|Weighted average number of shares outstanding                                                        |  |   | 5,572,801,694                                                        |   |  |   | 4,160,041,891                                                        |  
|                                                                                                     |  |   |                                                                      |   |  |   |                                                                      |  
|The
    Accompanying Notes are an Integral Part of These Financial Statements                       



3







|BIO-MATRIX
    SCIENTIFIC GROUP, INC.             
|--------------------------------------------------
|CONSOLIDATED
    STATEMENT OF COMPREHENSIVE INCOME
|(unaudited)                                       
|                                                  
|                                                  
|Net
    Income                                    
|Add:                                              
|Unrealized
    Gains on Securities                
|Less:                                             
|Unrealized
    Losses on Securities               
|Total
    Other Comprehensive Income (Loss)       
|Comprehensive
    Income                          
|                                                  
|                                                  
|                                                  
|                                                  
|Net
    Income                                    
|Add:                                              
|Unrealized
    Gains on Securities                
|Less:                                             
|Unrealized
    Losses on Securities               
|Total
    Other Comprehensive Income (Loss)       
|Comprehensive
    Income                          



The
Accompanying Notes are an Integral Part of These Financial Statements

4







|BIO-MATRIX SCIENTIFIC GROUP, INC.                                                               |  |                       |            |                      
|----------------------------------------------------------------------------------------------- |  | --------------------- | ---------- | ---------------------
|CONSOLIDATED STATEMENT OF CASH FLOWS                                                            |  |                       |            |                      
|(unaudited)                                                                                     |  |                       |            |                      
|                                                                                                |  |                       |            |                      
|                                                                                                |  | Nine
    Months Ended |            | Nine
    Months Ended
|                                                                                                |  | June
    30, 2016     |            | June
    30, 2015    
|CASH FLOWS FROM OPERATING
    ACTIVITIES                                                        |  |                       |            |                      
|                                                                                                |  |                       |            |                      
|Net Income
    (loss)                                                                           |  |                       | (5,887,157 | )                    
|Adjustments
    to reconcile net Income to net cash (used in) provided by operating activities: |  |                       |            |                      
|Subsidiary
    Stock issued for compensation                                                    |  |                       | 3,000      |                      
|Subsidiary
    Stock issued for services rendered by consultants                                |  |                       | 40         |                      
|Interest
    Expense attributable to amortization of discount                                   |  |                       | 154,407    |                      
|Additional
    paid in Capital                                                                  |  |                       | 743,216    |                      
|Impairment
    of Available for sale Securities                                                 |  |                       |            |                      
|Loss
    on Settlement of Debt through Equity Issuance                                          |  |                       | 3,276,933  |                      
|                                                                                                |  |                       |            |                      
|Changes in operating
    assets and liabilities:                                                |  |                       |            |                      
|(Increase)
    decrease in prepaid expenses                                                     |  |                       | 9,000      |                      
|Increase
    (Decrease) in Accounts Payable                                                     |  |                       | 121,766    |                      
|Increase
    (Decrease) in Accrued Expenses                                                     |  |                       | 276,575    |                      
|Increase
    (Decrease) in bank Overdraft                                                       |  |                       |            |                      
|(Increase)
    Decrease  in Interest Receivable                                                 |  |                       | (897       | )                    
|(Increase)
    Decrease  in Due from Former Employee                                            |  |                       | (15,000    | )                    
|Decrease
    (Increase) Note Receivable                                                         |  |                       |            |                      
|Net
    Cash Provided by (Used in) Operating Activities                                         |  |                       | (1,318,117 | )                    
|                                                                                                |  |                       |            |                      
|CASH FLOWS FROM FINANCING
    ACTIVITIES                                                        |  |                       |            |                      
|                                                                                                |  |                       |            |                      
|Increase
    ( Decrease) in due to  subsidiary shareholder                                      |  |                       | 0          |                      
|Stock
    in subsidiary sold for cash                                                           |  |                       | 1,154,751  |                      
|                                                                                                |  |                       |            |                      
|Principal
    borrowings (repayments) on notes and Convertible Debentures                       |  |                       | 79,097     |                      
|Principal
    borrowings ( repayments) on Convertible Debentures                                |  |                       | 150,000    |                      
|(Increase)
    Decrease in Deferred Financing Costs                                             |  |                       |            |                      
|                                                                                                |  |                       |            |                      
|Net Cash Provided by
    (Used in) Financing Activities                                         |  |                       | 1,383,848  |                      
|                                                                                                |  |                       |            |                      
|Net Increase (Decrease)
    in Cash                                                             |  |                       | 65,731     |                      
|                                                                                                |  |                       |            |                      
|Cash at Beginning of Period                                                                     |  |                       | 76,355     |                      
|                                                                                                |  |                       |            |                      
|Cash at End of Period                                                                           |  |                       | 142,086    |                      
|                                                                                                |  |                       |            |                      
|Supplemental Disclosure
    of Noncash investing and financing activities:                      |  |                       |            |                      
|Common
    Shares Issued for Debt                                                               |  | $                     | 178,951    |                      
|Common
    Shares of Regen Biopharma, inc. issued for debt                                      |  | $                     | 14,000     |                      
|Preferred
    Shares of Regen Biopharma, inc. issued for debt                                   |  | $                     | 10,000     |                      
|                                                                                                |  |                       |            |                      
|The
    Accompanying Notes are an Integral Part of These Financial Statements                  



5





BIO-MATRIX
SCIENTIFIC GROUP, INC.

Notes
to consolidated Financial Statements

As
of June 30 2016





The
accompanying unaudited interim condensed consolidated financial statements of Bio-Matrix Scientific Group , Inc. (“Bio-Matrix
” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United
States of America and the rules of the United States Securities and Exchange Commission (“SEC”), and should be read
in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with
the SEC on Form 10-K for the year ended September 30, 2015. In general, interim disclosures do not repeat those contained in the
annual statements. In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair
presentation of financial position and the results of operations for the interim periods presented have been reflected herein.
The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.







NOTE
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



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



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, (“BMSG”) 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 BMSG 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 BMSG under the purchase method of accounting, and was treated as a recapitalization with BMSG 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 BMSG.



Through
its controlled subsidiary, Regen BioPharma, Inc., the Company intends to engage primarily in the development of regenerative medical
applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II
clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance
the application further to Phase III clinical trials. As of June 30, 2016 The Company holds 12.2 % of the equity and 59% of the
voting power of Regen BioPharma, Inc. (“Regen”)



A.
BASIS OF ACCOUNTING



The
financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under
this 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.
PRINCIPLES OF CONSOLIDATION



The
consolidated financial statements include the accounts of Bio-Matrix Scientific Group, inc., a Delaware corporation, Bio Matrix
Scientific Group, Inc, a Nevada corporation and a wholly owned subsidiary (“BMSG”), Regen BioPharma, Inc., a Nevada
corporation and controlled subsidiary (Regen) and Entest BioMedical, Inc., (“Entest”), a Nevada corporation which
was a majority owned subsidiary up to February 3, 2011.  Significant inter-company transactions have been eliminated.



6







C.
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. All estimates
are of a normal, recurring nature and are required for the fair presentation of the financial statements. Actual results could
differ from those estimates.



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.



F.
FAIR VALUE OF FINANCIAL INSTRUMENTS



Fair
value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal
or most advantageous market in an orderly transaction between market participants on the measurement date.  A fair value
hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels
of inputs required by the standard that the Company uses to measure fair value:



Level
1:  Quoted prices in active markets for identical assets or liabilities



Level
2:  Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially
the full term of the related assets or liabilities.



Level
3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of
the assets or liabilities.



The
Company’s financial instruments as of June 30, 2016 consisted of Securities Available for Sale consisting of 8,066,667 common
shares of Entest Biomedical, Inc and a Note Receivable from Entest Biomedical, Inc. for $12,051 .  The fair value of Securities
Available for sale as of June 30, 2016 were valued according to the Level 1 input. The carrying amount of the financial instruments
is equal to the fair value as determined by the Company. The fair value of the Note Receivable was valued according to Level 3
input.



G.
INCOME TAXES



The
Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets
and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The
Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates
is recognized as income or loss in the period that includes the enactment date.

7









The
Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification
related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods
remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute
of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such
adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part,
upon the results of operations for the given period. As of the Company had no uncertain tax positions, and will continue to evaluate
for uncertain positions in the future.



The
Company generated a deferred tax credit through net operating loss carry forward.  However, a valuation allowance of 100%
has been established.



Interest
and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance
with ASC Topic 740-10-50-19.



H.
 BASIC EARNINGS (LOSS) PER SHARE



The
Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share",
which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share.
The Company has adopted the provisions of ASC 260 effective from inception.



Basic
net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
All options and convertible debt outstanding has an anti-dilutive effect on the EPS, therefore Diluted Earnings per Share are
the same as basic earnings per share.



I.
ADVERTISING



Costs
associated with advertising are charged to expense as incurred. Advertising expenses were $0 and $0 for the quarters ended June
30, 2016 and June 30, 2015.



J.
REVENUE RECOGNITION



Sales
of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery
has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically
met upon the prepayment or invoicing and shipment of products.

The
Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees.
The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization
of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company
recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company
bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual
obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order
for that revenue to have been earned by the Company.



NOTE
2.  RECENT ACCOUNTING PRONOUNCEMENTS



In
June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial
reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments
in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities.
The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement
for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder
equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the
entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities).
Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this
standard.

8









The
following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently
under review to determine their impact on our consolidated financial position, results of operations, or cash flows.



In
May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition
standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard
eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based
approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting
periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted
for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this
pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

In
June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting
for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service
Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service
period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation —
Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation
cost would be recognized over the required service period, if it is probable that the performance condition will be achieved.
The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods.
Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects
of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

In
August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern
(Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted
accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial
statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption
is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial
statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial
Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or
events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial
statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should
be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update
are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early
application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period,
management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.



On
January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about
Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification
[FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables
and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities,
where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the
FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated
embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions
that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements
or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim
periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.





9





On
February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several
Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments
add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting
entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the
obligation is fixed as of the reporting date, as the sum of the following:



The
amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.



Any
additional amounts the reporting entity expects to pay on behalf of its co-obligors.



While
early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal
years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively
to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning
of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating
results or financial position.



On
April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU
2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation
of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of
accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit
entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related
financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning
after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the
requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption
of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.

A
variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and
various regulatory agencies.  Due to the tentative and preliminary nature of those proposed standards, the Company’s
management has not determined whether implementation of such standards would be material to its financial statements.



NOTE
3. OPTIONS AND WARRANTS



As
of June 30, 2016 the Company has no options or warrants outstanding.



NOTE
4. GOING CONCERN



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Exclusive of
a onetime non-cash gain of $312,327 recognized upon the deconsolidation of Entest Biomedical, Inc., the Company generated net
losses of $37,164,777 (excluding $663,649 of Equity in Net Losses of Entest Biomedical, Inc. recognized) during the period
from August 2, 2005 (inception) through June 30, 2016. 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 by offering securities for cash. .



During
the quarter ended June 30, 2016 Regen raised $329,750 through the issuance of equity securities for cash and $50,000 through the
issuance of convertible debentures.



During
the nine months ended June 30, 2016 Regen raised $1,154,751 through the issuance of equity securities for cash and $150,000 through
the issuance of convertible debentures.



10







NOTE
5. INCOME TAXES



As
of June 30, 2016



|Deferred
    tax assets:             |  |   |             |  
|------------------------------------ |  | - | ----------- | -
|Net
    operating tax carry forwards |  | $ | 12,649,153  |  
|Other                                |  |   | -0-         |  
|Gross
    deferred tax assets        |  |   | 12,649,153  |  
|Valuation
    allowance              |  |   | (12,649,153 | )
|                                     |  |   |             |  
|Net
    deferred tax assets          |  | $ | -0-         |  



As
of June 30,  2016 the Company has a  Deferred Tax Asset of  $ 12,649,153 completely attributable to net operating
loss carry forwards  of approximately $37,203,393 ( 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 of BMSG and



(b)
$37,164,777  attributable to Bio-Matrix Scientific Group, Inc. a Delaware corporation, BMSG and Regen.



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.



Income
tax is calculated at the 34% Federal Corporate Rate.



NOTE
6. RELATED PARTY TRANSACTIONS



As
of June 30, 2016 the Company is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the amount
of $73,986. These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the
rate of 15% per annum.



As
of June 30, 2016 Regen is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the amount of $50.
These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the rate of 15%
per annum.



The
Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased
to Regen by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest
Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company. The sublease is on a month to
month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month,



As
of June 30, 2016 Entest Biomedical, Inc. is indebted to Regen in the amount of $12,051. $12,051 lent by Regen to Entest Biomedical,
Inc . is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.



As
of June 30, 2016 Regen is indebted to Blackbriar Partners in the amount of $10,097. $3,000 lent to Regen by Blackbriar Partners
is due and payable February 19, 2017 and bears simple interest at a rate of 10% per annum.



11







$7,097
lent to Regen by Blackbriar Partners is due and payable May 9, 2017 and bears simple interest at a rate of 10% per annum.



As
of June 30, 2016 the Company is indebted to Blackbriar Partners in the amount of $5,000.



$5,000
lent to the Company by Blackbriar Partners is due and payable April 8, 2017 and bears simple interest at a rate of 10% per annum.



David
R. Koos, the Chairman and Chief Executive Officer of the Company, also serves as the Chairman and CEO of Blackbriar Partners.



On
June 23, 2015 Regen Biopharma, Inc. entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”)
whereby Regen Biopharma, Inc. granted to Zander an exclusive worldwide right and license for the development and commercialization
of certain intellectual property controlled by Regen Biopharma, Inc. (“ License IP”) for non-human veterinary therapeutic
use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.



Pursuant
to the Agreement, Zander shall pay to Regen Biopharma, Inc. one-time, non-refundable, upfront payment of one hundred thousand
US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable
payment of one hundred thousand US dollars ($100,000) on the first anniversary of the effective date of the Agreement and each
subsequent anniversary.



The
abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common
stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades
publicly within the 14 trading days prior to issuance.



Pursuant
to the Agreement, Zander shall pay to Regen Biopharma, Inc. royalties equal to four percent (4%) of the Net Sales , as such term
is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.



Pursuant
to the Agreement, Zander will pay Regen Biopharma, Inc. ten percent (10%) of all consideration (in the case of in-kind consideration,
at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based
on Net Sales of any Licensed Products for which Regen Biopharma, Inc. receives payment pursuant to the terms and conditions of
the Agreement).



Zander
is obligated pay to Regen Biopharma, Inc. minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each
anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual
royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand
US dollars ($10,000).



The
Agreement may be terminated by Regen Biopharma, Inc.:



If
Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed
Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.



The
Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the
Agreement a patent has not been granted by the United States patent and Trademark Office to Regen Biopharma, Inc. with regard
to that License IP.



The
Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States
patent and Trademark Office to Regen Biopharma, Inc. with regard to that License IP is terminated.



The
Agreement may be terminated by either party in the event of a material breach by the other party.

12









On
September 28, 2015 Zander caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest Biomedical, Inc
in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander as a license initiation
fee. Regen Biopharma, Inc. recognized revenue of $192,000 equivalent to the fair value of 8,000,000 of the common shares of Entest
Biomedical, Inc as of the date of issuance.





David
R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive
Officer of Regen Biopharma, Inc.





NOTE
7. NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE AND NOTES RECEIVABLE





|June
    30, 2016                                    |  |   |         | 
|---------------------------------------------------- |  | - | ------- | 
|Bio
    Technology Partners Business Trust (Company) |  | $ | 14,000  | 
|Bio
    Technology Partners Business Trust (Regen)   |  | $ | 17,000  | 
|David
    R. Koos ( Company)( Note 6)                |  | $ | 73,986  | 
|David
    R. Koos ( Regen)( Note 6)                  |  | $ | 50      | 
|The
    Sherman family Trust                         |  | $ | 2,000   | 
|Bostonia
    Partners ( Company)                     |  | $ | 91,000  | 
|Bostonia
    Partners ( Regen)                       |  | $ | 242,300 | 
|Blackbriar
    Partners (Regen)   (Note 6)           |  | $ | 10,097  | 
|Blackbriar
    Partners (Company) (Note 6)           |  | $ | 5,000   | 
|Total                                                |  | $ | 455,433 | 





Amounts
due to the Biotechnology Partners Business Trust. are due and payable at the demand of the holder and bear simple interest
at a rate of 10% per annum.



All
loans to the Company and Regen made by David R. Koos are due and payable at the demand of Koos and bear simple interest at a rate
of 15% per annum.



All
amounts due to the Sherman Family Trust bear no interest and are due and payable, in whole or in part, at the option of the holder.





$60,000
lent to Regen Biopharma, Inc. by Bostonia Partners is due and payable September 16, 2016 and bear simple interest at a rate of
10% per annum



$59,000
lent to Regen Biopharma, Inc. by Bostonia Partners is due and payable September 22, 2016 and bear simple interest at a rate of
10% per annum.



20,000
lent to Regen by Bostonia Partners is due and payable February 19, 2017 and bear simple interest at a rate of 10% per annum.



30,000
lent to Regen by Bostonia Partners is due and payable February 24, 2017 and bear simple interest at a rate of 10% per annum.



10,000
lent to Regen by Bostonia Partners is due and payable March 8, 2017 and bear simple interest at a rate of 10% per annum.

13









$63,300
lent to Regen by Bostonia Partners is due and payable May 10 2017 and bears simple interest at a rate of 10% per annum.



3,000
lent to Regen by Blackbriar Partners is due and payable February 19, 2017 and bear simple interest at a rate of 10% per annum.



$7,097
lent to the Company by Blackbriar Partners is due and payable May 9, 2017 and bears simple interest at a rate of 10% per annum.





$40,000
lent to the Company by Bostonia Partners is due and payable September 2, 2016 and bear simple interest at a rate of 10% per annum.



$35,000
lent to the Company by Bostonia Partners is due and payable December 14, 2016 and bear simple interest at a rate of 10% per annum.



$13,000
lent to the Company by Bostonia Partners is due and payable January 28, 2017 and bear simple interest at a rate of 10% per annum.



$3,000
lent to the Company by Bostonia Partners is due and payable March 23, 2017 and bear simple interest at a rate of 10% per annum.



$5,000
lent to the Company by Blackbriar Partners is due and payable April 8, 2017 and bears simple interest at a rate of 10% per annum.





|  | Convertible
                                         Notes 06/30/2016    
|- | -------------------------------------------------------------------------
|  | Bio
                                         Matrix Scientific Group, Inc
|  |                                                                          
|$ | 50,000                                                                   
|$ | 10,000                                                                   
|$ | 18,400                                                                   
|$ | 2,301                                                                    
|$ | 121,058                                                                  
|$ | 201,759                                                                  







$121,058
due and payable to Starcity Capital LLC (“Note”) bears no interest, is payable on April1, 2016 and permits conversion
at the Holder’s option into common shares of the Company under the following terms and conditions:



The
Holder of the Note is entitled, at its option, at any time after 180 days after March 27, 2015 to convert all or any amount of
the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock")
at a price ("Conversion Price") for each share of Common Stock equal to the greater of



(iii)
fifty five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five
(5) trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial
Conversion Price") or

(iv)
$0.0001.



14







Upon
:



(i)
a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions,



(ii)
a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or



(iii)
any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)



then,
in each case, Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such
event at the Conversion Price.



other
than as provided in (i), (ii) and(ii) above, the Holder shall not have the right to convert its debt into shares which, when added
to such Holder’s other holdings in the Company stock, shall have caused such Holder to hold more than 9.99% of the Company’s
outstanding common stock.



The
issuance of the Note amounted in a beneficial conversion feature of $300,000 which is amortized under the Interest Method over
the life of the Note.



The
amount by which the instrument’s as converted value exceeds the principal amount as of June 30, 2016 is $99,047.



$50,000
due and payable to Scott Levine bears simple interest at 12% per annum and is convertible into common shares of the company at
$0.15 per share. The instrument became due and payable on November 14, 2009. No demand for payment has been made.



$10,000
due and payable to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company
at $0.15 per share. The instrument became due and payable on March 3 , 2010. No demand for payment has been made.



$18,400
due and payable to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company
at $0.15 per share. The instrument became due and payable on December 28, 2009. No demand for payment has been made.



$2,301
due and payable to Bio Technology Partners Business Trust bears simple interest at 12% per annum and is convertible into common
shares of the company at $0.15 per share. The instrument became due and payable on November 26, 2009. No demand for payment has
been made.



As
of June 30, 2016 the unamortized discount on the Company’s convertible notes outstanding is $ 0



Regen
Biopharma, Inc.



On
March 8, 2016 (“Issue date”) Regen issued a Convertible Note (“Note”) in the face amount of $100,000 for
consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note
is three years from the issue date.



The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares
of capital stock or other securities of Regen into which such Common Stock shall hereafter be changed or reclassified pursuant
to the following terms and conditions:





(a)	For
the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount
to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period
ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).



15







(b)	For
the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”)
a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined
below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).



(c)	For
the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”)
a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined
below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).



(d)	“Trading
Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCQB”)
as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e. Bloomberg) or, if
the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities
exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in
any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in
the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security
on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by Regen and
the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or
on the principal securities exchange or other securities market on which the Common Stock is then being traded. “Trading
Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion
Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications,
extraordinary distributions and similar events by Regen relating to the Lender’s securities.



Regen
shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding
Note in part or in full, including outstanding principal and accrued interest.



Upon
closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received
by Regen from an unaffiliated third party as a result of the closing of a Transaction Event.



“Transaction
Event” shall mean either of:



(a)	The
sale by Regen of Regen’s proprietary NR2F6 intellectual property to an unaffiliated third party

(b)	The
granting of a license by Regen to an unaffiliated third party granting that unaffiliated third party the right to develop and/or
commercialize Regen’s proprietary NR2F6 intellectual property



The
issuance of the Note amounted in a beneficial conversion feature of $42,600 which is amortized under the Interest Method over
the life of the Note. As of June 30, 2016 the unamortized discount on the convertible notes outstanding is $ 38,165. As of June
30, 2016 $100,000 of the principal amount of the Note remains outstanding.



The
amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2016 is $10,000.



On
April 6, 2016 (“Issue date”) Regen issued a Convertible Note (“Note”) in the face amount of $50,000 for
consideration consisting of $50,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note
is three years from the issue date.



The
Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this
Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares
of capital stock or other securities of Regen into which such Common Stock shall hereafter be changed or reclassified pursuant
to the following terms and conditions:



(a)
For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount
to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period
ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).



16







(b)
For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year
2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as
defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever
is greater).



(c)
For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”)
a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined
below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).



(d)
“Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the
“OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e.
Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the
principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security
is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that
are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for
such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined
by Regen and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on
the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.
“Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service.
The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events by Regen relating to the Lender’s securities.



Regen
shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding
Note in part or in full, including outstanding principal and accrued interest.



Upon
closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received
by Regen from an unaffiliated third party as a result of the closing of a Transaction Event.



“Transaction
Event” shall mean either of:



(a)
The sale by Regen of Regen’s proprietary NR2F6 intellectual property to an unaffiliated third party



(b)
The granting of a license by Regen to an unaffiliated third party granting that unaffiliated third party the right to develop
and/or commercialize Regen’s proprietary NR2F6 intellectual property



The
issuance of the Note amounted in a beneficial conversion feature of $9,900 which is amortized under the Interest Method over the
life of the Note. As of June 30, 2016 the unamortized discount on the convertible note outstanding is $ 9,132. As of June 30,
2016 $50,000 of the principal amount of the Note remains outstanding.



The
amount by which the Note’s as converted value exceeds the principal amount as of June 30, 2016 is $5,000.





NOTES
RECEIVABLE



|                                     |  | June
    30, 2016
|------------------------------------ |  | -----------------
|Entest
    Biomedical, Inc. (Note 6) |  | $                
|                                     |  |                  
|Notes
    Receivable                 |  | $                



$12,051
lent by Regen Biopharma, Inc. to Entest Biomedical, Inc. is due and payable at the demand of the holder and bear simple interest
at a rate of 10% per annum.





17







NOTE
8. STOCKHOLDERS' EQUITY



The
stockholders' equity section of the Company contains the following classes of capital stock as of June 30, 2016:



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



2,063,821 Preferred
Shares, par value $0.0001, issued and outstanding.



With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times
one (1).

On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Preferred Stock shall
receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the
Corporation.

94,852
Series AA Preferred Shares, par value $0.0001, issued and outstanding.



With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall
be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such
holder times ten thousand (10,0000).

On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.

40,000
Series AAA Preferred Shares, par value $0.0001, issued and outstanding.



With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall
be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such
holder times one hundred thousand (100,0000).

On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.

725,409
Series B Preferred Shares, Par Value $0.0001, issued and outstanding.



With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series B Preferred Stock shall be
entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder
times two (2).

On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.

Non
Voting Convertible Preferred Stock, $1.00 Par value, 200,000 shares authorized, 0 shares issued and outstanding



Each
Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common
stock at a conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately
preceding written receipt by the corporation of the holder’s intent to convert.



“CLOSING
PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day
as reported by Bloomberg Finance L.P.

18









“PRINCIPAL
MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.



“TRADING
DAY” shall mean a day on which the Principal Market shall be open for business.



On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Non Voting Convertible
Preferred shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the
assets of the Corporation.

Common
stock, $ 0.0001 par value; 8,000,000,000 shares authorized: 5,746,386,628 shares issued and outstanding.

With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to
cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

NOTE
9. COMMITMENTS AND CONTINGENCIES

On
April 12, 2013 a complaint (Complaint) was filed in the U.S. District Court Southern District of the State of new York against
the Company, the Company’s Chairman and Does 1-50 by Star city Capital, LLC (“Plaintiff”) alleging securities
fraud, common law fraud, negligent misrepresentation, breach of fiduciary duties and breach of contract in connection with the
issuance of. The Plaintiff is also request declaratory relief from the Court.

The
action arises from the issuance and subsequent cancellation of 103,030,303 of the company’s common shares in satisfaction
of $17,000 of convertible indebtedness of the Company held by the Plaintiff. The Plaintiff alleges that a cancellation notice
sent by them to the Company’s transfer agent was meant to instruct the Transfer Agent simply to cancel the physical certificate
in order that an equivalent number of shares may be transferred via DWAC to the Plaintiff’s stockbroker for the benefit
of the Plaintiff. DWAC is the acronym for Deposit/Withdrawal At Custodian. The DWAC transaction system run by The Depository Trust
Company (a.k.a. DTC or CEDE & CO) permits brokers and custodial banks, the DTC participants, to request the movement of shares
to or from the issuer’s transfer agent electronically. A DWAC results in the crediting or debiting of shares to or from
DTC’s book-entry account on the records of the issuer maintained by the transfer agent.

The
Company believes that the cancellation notice sent by the Plaintiff clearly represents a cancellation of the conversion notice
itself.

The
convertible indebtedness held by the Plaintiff was convertible at Holder’s demand into the common shares of the Company’s
stock at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s
common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid
Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited
into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares
( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such
that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares
to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company and the Plaintiff had agreed on a limitation
on conversion equal to 9.99% of the Company’s outstanding common stock.



On
February 2, 2015 Plaintiff and the Company entered into a Settlement Agreement and Mutual General Release to fully and finally
resolve the aforementioned legal action pursuant to the following terms and conditions:

| | (a) | Within
    seven business days of the Company’s transfer agent’s receipt of an appropriate opinion of counsel, the Company
    shall deliver to Starcity or its designee or assignee (which designation or assignment shall be provided in writing) via DWAC,
    103,030,303 of the common shares of the Company , it being the agreement of the parties that such issuance shall constitute
    full and complete satisfaction of $17,000 due to Starcity by the Company.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | The
    Company shall deliver to Starcity a non interest bearing Convertible Note in the face amount of $300,000 (“Note”)
    due and payable April 1, 2016.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



19







The
Holder of this Note is entitled, at its option, at any time after 180 days after the date that consideration of $52,500 is paid
to the Company to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's
common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to
the greater of

| | (i) | fifty
    five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five (5)
    trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial
    Conversion Price") or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | $0.0001.
| | ---- | --------

Other
than as provided in 5(p) of the Note ), the Holder shall not have the right to convert its debt into shares which, when added
to such Holder’s other holdings in the Company stock, shall have caused such Holder to hold more than to hold more than
9.99% of the Company's outstanding common stock. Section 5(p) of the Note states that:

Upon
:

(i)
a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related
transactions,

(ii)
a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or

(iii)
any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity
(other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification,
conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)

then,
in each case, Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such
event at the Conversion Price.

In
the event that Starcity fails to fund the Note by making a payment of $52,500 to the Company on or before April 1, 2015, the Company’s
obligations under this Note shall be terminated, cancelled and relinquished.

On
August 21, 2012 the Company entered into a settlement funding agreement with Princeton Research, Inc. and Jan Vandersande (collectively
the “PRI Parties”) which obligates the Company to pay the PRI Parties $1,000 a month over thirty months.

The
Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased
to Regen Biopharma, Inc. by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer
of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of Regen and the Company. The sublease
is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month.



20







NOTE
10. INVESTMENT SECURITIES



As
of the quarter ending September 30, 2012 the Company reclassified 66,667 ( retroactively adjusted for reverse stock split.) common
shares of Entest Biomedical, Inc. as Securities Available for Sale from Securities Accounted for under the Equity Method.



On
September 28, 2015 Zander Theraputics, Inc. caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest
Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics,
Inc as a license initiation fee.

As
of September 30, 2015 the Company recognized an other than temporary impairment of $41,333,361 on 8,066,667Common Shares of Entest Biomedical, Inc.

The
Company concluded that such impairment should be recognized based primarily due to:

| | (a) | History
                                         of recurring losses for Entest Biomedical, Inc.
| | --- | ------------------------------------------------------------------------------------------------

| | (b) | Large
                                         percentage decline in fair value during the Company’s period of ownership
| | --- | ------------------------------------------------------------------------------------------------------------------------



The
common shares of Entest Biomedical, Inc described above constitute the Company’s sole investment securities as of June 30,
2016.



| | 8,066,667 |  |  | Common
    Shares of Entest Biomedical, Inc.
| | --------- |  |  | --------------------------------------------
| |           |  |  |                                             
| | Basis     |  |  |                                             
| | 195,000   |  |  |                                             



NOTE
11. STOCK TRANSACTIONS



BIO-
MATRIX SCIENTIFIC GROUP, INC.:



On
May 6, 2016 the Company issued 287,138,354 of its Common Shares in satisfaction of $28,713 of convertible indebtedness.





REGEN
BIOPHARMA, INC.



Common
Stock



On
May 9, 2016 Regen issued 700,000 of its Common Shares in satisfaction of $14,000 of principal indebtedness.



On
May 23, 2016 Regen issued 1,000,000 of its Common Shares for cash consideration of $12,500.



On
June 6, 2016 Regen issued 3,500,000 of its Common Shares for cash consideration of $118,750.



On
June 15, 2016 Regen issued 1,095,000 of its Common Shares for cash consideration of $13,687.



21









Series
A Preferred Stock



On
April 7, 2016 Regen issued 1,000,000 shares of its Series A Preferred stock in satisfaction of $10,000 of principal indebtedness.



On
April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”)
to David Koos, Regen’s Chief Executive Officer, as consideration for efforts expended by Koos with regards to addressing
all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational
New Drug Application for HemaXellerate..



On
April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”)
to Harry Lander , Regen’s President and Chief Scientific Officer, as consideration for efforts expended by Lander with regards
to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s
Investigational New Drug Application for HemaXellerate.



On
April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”)
to Todd Caven , Regen’s Chief Financial Officer, as consideration for efforts expended by Caven with regards to addressing
all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational
New Drug Application for HemaXellerate

On
May 23, 2016 Regen issued 3,000,000 shares of its Series A Preferred stock for cash consideration of $37,500.



On
June 6, 2016 Regen issued 5,500,000 shares of its Series A Preferred stock for cash consideration of $106,250.



On
June 15, 2016 Regen issued 3,285,000 shares of its Series A Preferred stock for cash consideration of $41,062.





NOTE
12. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS



Subsequent
to the original issuance of the Company’s annual consolidated financial statements, the Company determined that:



An
other than temporary impairment of $41,333,361 on 8,066,667 Common Shares of Entest Biomedical, Inc. owned by the Company should
be recognized as of September 30, 2015 due to the following factors:



| | (a) | History
    of recurring losses for Entest Biomedical, Inc.                        
| | --- | -----------------------------------------------------------------------------------
| |     |                                                                                    
| | (b) | Large
    percentage decline in fair value during the Company’s period of ownership





|BIOMATRIX
    SCIENTIFIC GROUP, INC.                                                                                                                       |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ----------------------------------------------------------------- | - |  |  | ----------- | - |  |  | ----------------------------------------------------------------- | -
|CONSOLIDATED
    BALANCE SHEET                                                                                                                             |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|                                                                                                                                                           |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|                                                                                                                                                           |  |  | As
                                         of September 30, 2015 |   |  |  | Adjustments |   |  |  | As
                                         of September 30, 2015 |  
|                                                                                                                                                           |  |  | As
                                         originally Reported   |   |  |  |             |   |  |  | Restated                                                          |  
|ASSETS                                                                                                                                                     |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|CURRENT ASSETS                                                                                                                                             |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|Cash                                                                                                                                                       |  |  | 76,355                                                            |   |  |  |             |   |  |  | 76,355                                                            |  
|Prepaid Expenses                                                                                                                                           |  |  | 25,000                                                            |   |  |  |             |   |  |  | 25,000                                                            |  
|Note Receivable                                                                                                                                            |  |  | 12,051                                                            |   |  |  |             |   |  |  | 12,051                                                            |  
|Interest Receivable                                                                                                                                        |  |  | 1,381                                                             |   |  |  |             |   |  |  | 1,381                                                             |  
|Total
    Current Assets                                                                                                                                   |  |  | 114,787                                                           |   |  |  |             |   |  |  | 114,787                                                           |  
|                                                                                                                                                           |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|OTHER ASSETS                                                                                                                                               |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|Deposits                                                                                                                                                   |  |  | 4,200                                                             |   |  |  |             |   |  |  | 4,200                                                             |  
|Available for Sale
    Securities                                                                                                                          |  |  | 159,720                                                           |   |  |  |             |   |  |  | 159,720                                                           |  
|Total Other Assets                                                                                                                                         |  |  | 163,920                                                           |   |  |  |             |   |  |  | 163,920                                                           |  
|                                                                                                                                                           |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|TOTAL ASSETS                                                                                                                                               |  |  | 278,707                                                           |   |  |  |             |   |  |  | 278,707                                                           |  
|                                                                                                                                                           |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|LIABILITIES AND STOCKHOLDERS'
    EQUITY                                                                                                                   |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|                                                                                                                                                           |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|CURRENT LIABILITIES                                                                                                                                        |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|Accounts Payable                                                                                                                                           |  |  | 167,977                                                           |   |  |  |             |   |  |  | 167,977                                                           |  
|Notes Payable                                                                                                                                              |  |  | 400,336                                                           |   |  |  |             |   |  |  | 400,336                                                           |  
|Bank Overdraft                                                                                                                                             |  |  | 0                                                                 |   |  |  |             |   |  |  | 0                                                                 |  
|Accrued Payroll                                                                                                                                            |  |  | 738,095                                                           |   |  |  |             |   |  |  | 738,095                                                           |  
|Accrued Payroll Taxes                                                                                                                                      |  |  | 44,485                                                            |   |  |  |             |   |  |  | 44,485                                                            |  
|Accrued Interest                                                                                                                                           |  |  | 324,750                                                           |   |  |  |             |   |  |  | 324,750                                                           |  
|Accrued Rent                                                                                                                                               |  |  | 10,000                                                            |   |  |  |             |   |  |  | 10,000                                                            |  
|Accrued Expenses                                                                                                                                           |  |  | 5,000                                                             |   |  |  |             |   |  |  | 5,000                                                             |  
|Convertible Note Payable
    Net of  Unamortized Discount                                                                                                  |  |  | 231,507                                                           |   |  |  |             |   |  |  | 231,507                                                           |  
|Due to Affiliate                                                                                                                                           |  |  | 0                                                                 |   |  |  |             |   |  |  | 0                                                                 |  
|Due to Subsidiary Shareholder                                                                                                                              |  |  | 0                                                                 |   |  |  |             |   |  |  | 0                                                                 |  
|Current portion, note
    payable to affiliated party                                                                                                      |  |  | 1,000                                                             |   |  |  |             |   |  |  | 1,000                                                             |  
|Total
    Current Liabilities                                                                                                                              |  |  | 1,923,150                                                         |   |  |  |             |   |  |  | 1,923,150                                                         |  
|                                                                                                                                                           |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|Total Liabilities                                                                                                                                          |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|                                                                                                                                                           |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|STOCKHOLDERS' EQUITY
    (DEFICIT)                                                                                                                         |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|                                                                                                                                                           |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|Preferred Stock ($.0001 par value) 20,000,000
    shares authorized; 20,000,000 shares authorized; 2063821  issues and outstanding as of September 30 2015 |  |  | 207                                                               |   |  |  |             |   |  |  | 207                                                               |  
|Series AA Preferred ($0.0001 par value)  100,000
    shares authorized 94,852 issued and outstanding as of September  30, 2015                             |  |  | 9                                                                 |   |  |  |             |   |  |  | 9                                                                 |  
|Series AAA Preferred ($0.0001 par value) 1,000,000
    shares authorized 40,000 shares issued and outstanding as of September  30, 2015                    |  |  | 4                                                                 |   |  |  |             |   |  |  | 4                                                                 |  
|Series B Preferred Shares ($.0001 par value)
    2,000,000 shares authorized; 725,409 issued and outstanding as of and September  30,2015                  |  |  | 73                                                                |   |  |  |             |   |  |  | 73                                                                |  
|Common Stock ($.0001 par value) 5,000,000,000
    shares authorized; 4,232,931,345 issued and outstanding as of September  30, 2015                        |  |  | 423,292                                                           |   |  |  |             |   |  |  | 423,292                                                           |  
|Non Voting Convertible Preferred Stock ($1 Par
    value) 200,000 shares authorized; 0 shares  issued and outstanding as of September  30, 2015            |  |  | 0                                                                 |   |  |  |             |   |  |  | 0                                                                 |  
|                                                                                                                                                           |  |  |                                                                   |   |  |  |             |   |  |  |                                                                   |  
|Additional Paid in
    capital                                                                                                                             |  |  | 29,004,809                                                        |   |  |  |             |   |  |  | 29,004,809                                                        |  
|Contributed Capital                                                                                                                                        |  |  | 509,355                                                           |   |  |  |             |   |  |  | 509,355                                                           |  
|Retained Earnings (Deficit)                                                                                                                                |  |  | 9,704,398                                                         |   |  |  | (41,333,361 | ) |  |  | (31,628,963                                                       | )
|Accumulated Other Comprehensive
    Income (Loss)                                                                                                          |  |  | (41,368,641                                                       | ) |  |  | 41,333,361  |   |  |  | (35,280                                                           | )
|Total Stockholders'
    Equity (Deficit)Biomatrix Scientific Group, Inc.                                                                                   |  |  | (1,726,494                                                        | ) |  |  |             |   |  |  | (1,726,494                                                        | )
|Noncontrolling Interest
    in subsidiary                                                                                                                  |  |  | 82,050                                                            |   |  |  |             |   |  |  | 82,050                                                            |  
|Total Stockholders'
    Equity                                                                                                                             |  |  | (1,644,444                                                        | ) |  |  |             |   |  |  | (1,644,444                                                        | )
|TOTAL LIABILITIES &
    STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                     |  |  | 278,707                                                           |   |  |  |             |   |  |  | 278,707                                                           |  







22







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

CERTAIN
FORWARD-LOOKING INFORMATION



Information
provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities
Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs,
including, but not limited to, statements concerning future and operating results, statements 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 10Kfor the year ended September 30, 2015. All references to” We”, “Us”, “Company”
or the “Company” refer to Bio-Matrix Scientific Group, Inc.. All references to “Regen” refers to the Company’s
controlled subsidiary Regen Biopharma, Inc.

Material
Changes in Financial Condition:

As
of June 30, 2016 we had Cash of $142,087 and as of September 30, 2015 we had Cash of $76,355.



The
increase in cash of approximately 86% is primarily attributable to:



The
sale of $1,154,751 of equity securities by Regen

The
sale of $150,000 of Convertible Debentures by Regen

Net
Borrowings of $79,097 collectively by Regen and the Company

Offset
primarily by Cash utilized in conducting the business of the Company

As
of June 30, 2016 we had Prepaid Expenses of $16,000 and as of September 30, 2015 we had Prepaid Expenses of $25,000.



The
decrease in Prepaid Expenses of approximately 36% is primarily attributable to:



$10,000
of salary prepaid to Regen’s former Chief Scientific Officer having been reclassified during the quarter ended December
31, 2015 as amounts Due from Former Employee as a result of the resignation of Regen’s former Chief Scientific Officer during
the quarter ended December 31, 2015



Offset
by:



$1,000
in salary having been prepaid to an employee during the quarter ended December 31, 2015



As
of June 30 2016 we had Amounts Due from Former Employee of $15,000 and as of September 30, 2015 we had Amounts Due from Former
Employee of $0.

23









The
increase in Amounts Due from Former Employee is attributable to:



$10,000
of salary prepaid to Regen’s former Chief Scientific Officer having been reclassified during the quarter ended December
31, 2015 as amounts Due from Former Employee as a result of the resignation of Regen’s former Chief Scientific Officer during
the quarter ended December 31, 2015.



$5,000
overpayment of salary due to Regen’s former Chief Scientific Officer during the quarter ended December 31, 2015.



As
of June 30, 2016 we had Accrued Interest Receivable of $ 2,278 and as of September 30, 2015 we had Accrued Interest Receivable
of $1,381



The
increase in of Accrued Interest Receivable of approximately 65% is attributable to interest accrued but unpaid during the nine
months ended June 30 , 2016 resulting from amounts due to Regen by Entest Bio-Medical, Inc. David R. Koos serves as Chairman of
the Board and Chief Executive Officer of both the Company and Entest Bio-Medical, Inc.



As
of June 30, 2016 we had Available for Sale Securities of $80,667 and as of September 30, 2015 we had Available for Sale Securities
of $159,720



The
decrease in Available for Sale Securities of 49.4% is attributable to unrealized losses recognized during the nine months ended
June 30, 2016 on 8,000,000 common shares of Entest Biomedical, Inc. owned by Regen and 66,667 common shares of Entest Biomedical,
Inc owned by the Company.

As
of June 30, 2016 we had Accounts Payable of $289,743 and as of September 30, 2015 we had Accounts payable of $167,977.

The
increase in Accounts Payable of approximately 72.4% is attributable to increases in outstanding obligations of Regen incurred
in the course of business.

As
of June 30, 2016 we had Accrued Payroll of $970,590 and as of September 30, 2015 we had Accrued Payroll of $738,095.



The
increase in Accrued Payroll of approximately 31% is attributable to :



$75,000
in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the six months ended March 31,
2016

$75,000
in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the three months ended June, 2016

$28,495
in salary expense due to Regen’s President incurred but unpaid during the six months ended March 31, 2016

$13,500
in salary expense due to Regen’s Chief Financial Officer incurred but unpaid during the six months ended March 31, 2016

$40,500
in salary expense due to Regen’s Chief Financial Officer incurred but unpaid during the three months ended June 30, 2016.

24







As
of June 30, 2016 we had Notes Payable of $455,433 and as of September 30, 2015 we had Notes Payable of 400,336.

The
increase in Notes Payable of approximately 13.7% is attributable to Net Cash Borrowings of $79,097 collectively by Regen and the
Company offset by the satisfaction of $24,000 of principal indebtedness through the issuance of equity securities during the nine
months ended June 30, 2016.

As
of June 30, 2016 we had Accrued Rent of $15,000 and as of September 30, 2015 we had Accrued Rent of $10,000.

The
increase in Accrued Rent of 50% is attributable to Rental Expenses accrued but unpaid for the months of April 2016, May 2016,
and June 2016.

As
of June 30, 2016 we had Accrued Interest of $364,971 and as of September 30, 2015 we had Accrued Interest of $324,750.

The
increase in Accrued Interest of approximately 12.3 % is attributable to interest expense on Notes Payable and Convertible Notes
Payable incurred during the nine months ended June 30, 2016 but not yet paid.

As
of June 30 2016 we had Convertible Notes Payable, net of unamortized discount of $304,462 and as of September 30, 2015 we had
Convertible Notes Payable, net of unamortized discount of $231,507.



The
increase in Convertible Notes Payable, net of unamortized discount of approximately 31.5% is attributable to:



The
issuance by Regen of $150,000 of Convertible Notes Payable during the nine months ended June 30, 2016



The
amortization of $154,404 of beneficial conversion features recognized which are amortized under the Interest Method over the lives
of the Notes during the nine months ended June 30, 2016.



Offset
by:

the
conversion of $178,953 in principal indebtedness into common shares of the Company during the nine months ended June 30, 2016.

The
recognition during the nine months ended June 30, 2016 of $52,500 of discounts attributable to beneficial conversion features
attributable to convertible notes issued by Regen.



Material
Changes in Results of Operations

Revenues
from operations were $0 for the three months ended June, 2016 and -0- for the three months ended June 30, 2015. Net Losses were
$ 2,437,040 for the three months ended June 30, 2016 and $1,829, 173 for the same period ended 2015.

The
increase in Net Losses of approximately 33% is primarily attributable to increases in Research and Development Expenses, Consulting
Expenses and the recognition of expenses recognized resulting from the issuance for less than fair value of equity securities
during the quarter ended June 30, 2016 as compared to the same period ended June 30, 2015.

25







Revenues
from operations were $0 for the nine months ended June 30, 2016 and -0- for the nine months ended June 30, 2015. Net Losses were
$ 5,887,157 for the nine months ended June 30, 2016 and $ 12,065,538 for the same period ended 2015.

The
decrease in Net Losses of approximately 51% is primarily attributable to the recognition higher expenses recognized resulting
from the issuance for less than fair value of equity securities of the Company during the nine months ended June 30, 2015 as compared
to the same period ended 2016.



Liquidity
and Capital Resources



As
of June 30, 2016 we had $142,087 in cash and current liabilities of $2,346,839 such liabilities consisting of Accounts Payable, Notes Payable, Convertible Notes Payable
and Accrued Expenses. We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required
to seek additional financing.



The
Company plans to meet cash needs through applying for governmental and non-governmental grants as well as selling its securities
for cash. 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. Management can give no
assurance that any governmental or non-governmental grant will be obtained by the Company despite the Company’s best efforts.
As of February 19, 2014 The Company has identified the National Heart Lung and Blood Institute Clinical Trial Pilot Studies (R34)
grant which provides up to $450,000 in funding over a period of three years as well as the Omnibus Solicitation of the NIH for
Small Business Technology Transfer Grant Applications administered by the Small Business Innovation Research (SBIR) program of
the National Institute of Health as grants for which the Company intends to apply.



We
cannot assure that we will be successful in obtaining additional financing necessary to implement our business plan. We have not
received any commitment or expression of interest from any financing source that has given us any assurance that we will obtain
the amount of additional financing in the future that we currently anticipate. For these and other reasons, we are not able to
assure that we will obtain any additional financing or, if we are successful, that we can obtain any such financing on terms that
may be reasonable in light of our current circumstances. During the nine months ended June 30, 2016 Regen raised $1,154,751 through
the issuance of equity securities for cash and $150,000 through the issuance of convertible debentures.



As
of June 30, 2016 the Company was not party to any binding agreements which would commit Regen to any material capital expenditures.

Item
3. Quantitative and Qualitative Disclosures About Market Risk



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



Item
4. Controls and Procedures.



Evaluation
of Disclosure Controls and Procedures



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



26







Changes
in Internal Controls over Financial Reporting



In
connection with the evaluation of the Company's internal controls during the period commencing on April 1, 2016 and ending June
30, 2016, David Koos, who is both the Company's Principal Executive Officer and Principal Financial Officer has determined that
there were no changes to the Company's internal controls over financial reporting that have been materially affected, or is reasonably
likely to materially effect, the Company's internal controls over financial reporting.



PART
II - OTHER INFORMATION



Item
1. Legal Proceedings.



None.





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



BIO-
MATRIX SCIENTIFIC GROUP, INC.:



On
May 6, 2016 the Company issued 287138354 of its Common Shares (“Shares”) in satisfaction of $28,713 of convertible
indebtedness.



The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. 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.





REGEN
BIOPHARMA, INC.



Common
Stock



On
May 9, 2016 Regen issued 700,000 of its Common Shares (“Shares”) in satisfaction of $14,000 of principal indebtedness.



The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through Regen management. 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.



On
May 23, 2016 Regen issued 1,000,000 of its Common Shares (“Shares”) for cash consideration of $12,500.



The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through Regen management. 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 stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.

27









On
June 6, 2016 Regen issued 3,500,000 of its Common Shares (“Shares”) for cash consideration of $118,750.



The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through Regen management. 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 stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.



On
June 15, 2016 Regen issued 1,095,000 of its Common Shares (“Shares”) for cash consideration of $13,687.



The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through Regen management. 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 stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.



Series
A Preferred Stock



On
April 7, 2016 Regen issued 1,000,000 shares of its Series A Preferred stock (“Shares”) in satisfaction of $10,000
of principal indebtedness.



The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through Regen management. 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.



On
April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”)
to David Koos, Regen’s Chief Executive Officer, as consideration for efforts expended by Koos with regards to addressing
all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational
New Drug Application for HemaXellerate..



The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through Regen management. 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 stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares.



On
April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”)
to Harry Lander , Regen’s President and Chief Scientific Officer, as consideration for efforts expended by Lander with regards
to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s
Investigational New Drug Application for HemaXellerate.



The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through Regen management. 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 stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares.





28





On
April 7, 2016 Regen Biopharma, Inc. (“Regen”) issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”)
to Todd Caven , Regen’s Chief Financial Officer, as consideration for efforts expended by Caven with regards to addressing
all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational
New Drug Application for HemaXellerate



The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through Regen management. 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 stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares.



On
May 23, 2016 Regen issued 3,000,000 shares of its Series A Preferred stock (“Shares”)for cash consideration of $37,500.



The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through Regen management. 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 stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.



On
June 6, 2016 Regen issued 5,500,000 shares of its Series A Preferred stock (“Shares”)for cash consideration of $106,250.



The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through Regen management. 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 stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.



On
June 15, 2016 Regen issued 3,285,000 shares of its Series A Preferred stock (“Shares”) for cash consideration of $41,062.



The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through Regen management. 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 stating
that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and
sale of the Shares. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.





Item
3. DEFAULTS UPON SENIOR SECURITIES



None.



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



None.



Item
5. OTHER INFORMATION



None



29







Item
6. 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.
|10.1 | Form
    of $50,000 Convertible Note                                                                    
|10.2 | Form
    of $50,000 Unit Purchase Agreement dated June 1, 2016                                          
|10.3 | Form
    of $50,000 Unit Purchase Agreement dated May 16 2016                                           
|10.4 | Form
    of $54, 750 Unit Purchase Agreement                                                            
|10.5 | Form
    of $25,000 Unit Purchase Agreement                                                             
|10.6 | Form
    of $150,000 Unit Purchase Agreement                                                            
|10.7 | Agreement
    with BA Securities/Objective Capital (a)                                                  
|10.8 | Agreement
    with CIM Securities (b)                                                                   





| | (a) | Incorporated
    by Reference to Exhibit 10.1 of that Form 8-K filed by the Company dated June 8, 2016
| | --- | ------------------------------------------------------------------------------------------------------



| | (b) | Incorporated
    by reference Exhibit 10.1 of that Form 8-K filed by the Company dated July 7, 2016
| | --- | ---------------------------------------------------------------------------------------------------



30









Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

| |        | Bio-Matrix
    Scientific Group, Inc.
| | ------ | -------------------------------------
| |        |                                      
| | By:    | /s/
    David R. Koos                
| | Name:  | David
    R. Koos                    
| | Title: | Principal
    Executive Officer      
| | Date:  | August
    2, 2016                   



Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated on August 2, 2016.

| |        | Bio-Matrix
    Scientific Group, Inc.
| | ------ | -------------------------------------
| |        |                                      
| | By:    | /s/
    David R. Koos                
| | Name:  | David
    R. Koos                    
| | Title: | Sole
    Director                    
| | Date:  | August
    2, 2016                   



Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated on August 2, 2016.

| |        | Bio-Matrix
    Scientific Group, Inc.
| | ------ | -------------------------------------
| |        |                                      
| | By:    | /s/
    David R. Koos                
| | Name:  | David
    R. Koos                    
| | Title: | Principal
    Financial Officer      
| | Date:  | August
    2, 2016                   



Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated on August 2, 2016.

| |        | Bio-Matrix
    Scientific Group, Inc.
| | ------ | -------------------------------------
| |        |                                      
| | By:    | /s/
    David R. Koos                
| | Name:  | David
    R. Koos                    
| | Title: | Principal
    Accounting Officer     
| | Date:  | August
    2, 2016                   



31