**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**





Quarterly
      Report Under Section 13 or 15 (d) of


Securities
      Exchange Act of 1934





For
      Period
      ended June 30, 2006





Commission
      File Number 0-32201








**TASCO
      HOLDINGS INTERNATIONAL, INC.**


(Exact
      name of registrant as specified in its charter)




DELAWARE
              33-0824714(State
                  of Incorporation)
              (I.R.S.
                  Employer Identification No.)8885
                  Rehco Road, San Diego, California
              92121(Address
                  of Principal Executive Offices)
              (Zip
                  Code)
  (619)
      398-3517


(Registrant's
      telephone number, including area code)








23
      Brigham
      Road, Worcester, Massachusetts 01609


(Former
      Name or Former Address, if Changed Since Last Report)





Check
      whether the registrant (1) has filed all reports required to be filed
      by


Section
      13
      or 15 (d) of the Securities Exchange Act of 1934 during the
      preceding


12
      months
      (or for such shorter period that the registrant was required to
      file


such
      reports), and (2) has been subject to such filing requirements for the
      past


90
      days.
      Yes [X] No [ ]





There
      were
      12,780,000 shares of Common Stock outstanding as of August 11, 2006 **.**




1




**Chang
        G. Park, CPA, Ph. D.**
 **t** **371 E STREET** **t** **CHULA VISTA** **t** **CALIFORNIA 91910-2615** **t**
 **t** **TELEPHONE (858)722-5953** **t** **FAX (858) 408-2695** **t** **FAX (619) 422-1465**
 t E-MAIL
        changgpark@gmail.com
  Part
          1
 Item
          1
  Report
            of
            Independent Registered Public Accounting Firm
 
 To
            the
            Board of Directors of
 Tasco
            Holding International, Inc.
 (A
            Development Stage Company)
 
 We
            have
            reviewed the accompanying balance sheet of Tasco Holding International,
            Inc. (A
            Development Stage “Company”) as of June 30, 2006, and the related statements of
            operation, changes in stockholders’ equity, and cash flows for the six months
            and three months ended June 30, 2006; and for the period from October
            6, 1998
            (inception) through June 30, 2006. These financial statements are the
            responsibility of the Company’s management.
 
 We
            conducted our review in accordance with the standards of the Public Company
            Accounting Oversight Board (United States). A review of interim financial
            information consists principally of applying analytical procedures to
            financial
            data and making inquiries of persons responsible for financial and accounting
            matters. It is substantially less in scope than an audit conducted in
            accordance
            with the standards of the Public Company Accounting Oversight Board,
            the
            objective of which is the expression of an opinion regarding the financial
            statements taken as a whole. Accordingly, we do not express such an
            opinion.
 
 Based
            on
            our review, we are not aware of any material modifications that should
            be made
            to the condensed financial statements referred to above for them to be
            in
            conformity with generally accepted accounting principles.
 
 The
            accompanying financial statements have been prepared assuming that the
            Company
            will continue as a going concern. As discussed in Note 4 to the financial
            statements, the Company is currently in the development stage. Because
            of the
            Company’s current status and limited operations there is substantial doubt about
            its ability to continue as a going concern. Management’s plans in regard to its
            current status are also described in Note 5. The financial statements
            do not
            include any adjustments that might result from the outcome of this
            uncertainty.
  
 
 /s/
            Chang G. Park
 Chang
            G.
            Park, CPA
 
 August
            9,
            2006
 Chula
            Vista, California
  2


TASCO
        HOLDINGS INTERNATIONAL, INC.
 (A
        Development Stage Company)
 Balance
        Sheets
 --------------------------------------------------------------------------------


**ASSETS**
  **As
                  of**
              
              **As
                  of****June
                  30,**
              
              **September
                  30,****2006**
              
              **2005********CURRENT
                  ASSETS**Cash
              
              $
              -
              
              $
              -**Total
                  Current Assets**
              
              
              -
              
              
              -**NET
                  PROPERTY & EQUIPMENT**
              
              
              -
              
              
              -**OTHER
                  ASSETS****Total
                  Other Assets**
              
              
              -
              
              
              -**TOTAL
                  ASSETS**
              
              $
              -
              
              $
              **-**




The
        accompanying notes are an integral part of the financial
        statements.
  3




TASCO
        HOLDINGS INTERNATIONAL, INC.
 (A
        Development Stage Company)
 Balance
        Sheets
 --------------------------------------------------------------------------------
  **As
                    of**
                
                **As
                    of****June
                    30,**
                
                **September
                    30,****2006**
                
                **2005****CURRENT
                    LIABILITIES**Accounts
                    payable
                
                $
                143
                
                $
                1,743Loan
                    Payable (related parties)
                
                
                5,300
                
                
                -Notes
                    payable
                
                
                -
                
                
                -**Total
                    Current Liabilities**
                
                
                5,443
                
                
                1,743**Total
                    Liabilities**
                
                
                -
                
                
                -**TOTAL
                    LIABILITIES**
                
                
                5,443
                
                
                1,743**STOCKHOLDERS'
                    EQUITY**Preferred
                    stock, $ 0.0001 par value; 20,000,000 shares authorized: -0-
                  shares
                    issued and outstanding as of June 30, 2006 and September 30,
                    2005..Common
                        stock ($0.001 par value, 100,000,000 shares authorized;
                      12,780,000
                        and 120,780,000 shares issued and outstanding
                      as
                        of June 30, 2006 and September 30, 2005,
                        respectively)
                
                
                1,278
                
                
                1,278Additional
                    paid-in capital
                
                
                31,895
                
                
                31,895Retained
                    (deficit)
                
                
                (38,616
                )
                
                (34,916
                )**Total
                    Stockholders' Equity**
                
                
                (5,443
                )
                
                (1,743
                )**TOTAL
                    LIABILITIES****&
                    STOCKHOLDERS' EQUITY**
                
                $
                -
                
                $
                -


The
      accompanying notes are an integral part of the financial
      statements.




4




TASCO
        HOLDINGS INTERNATIONAL, INC.
 (A
        Development Stage Company)
 Statements
        of Operations
 --------------------------------------------------------------------------------
  **Oct
                    6 1998****(Inception)****Nine
                    Mo Ended**
                
                **Nine
                    Mo Ended**
                
                **Three
                    Mo Ended**
                
                **Three
                    Mo Ended**
                
                **Through****June
                    30,**
                
                **June
                    30,**
                
                **June
                    30,**
                
                **June
                    30,**
                
                **June
                    30,****2006**
                
                **2005**
                
                **2006**
                
                **2005**
                
                **2006****REVENUES**Revenues
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                
                1,000**Total
                    Revenues**
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                1,000**COSTS
                    AND EXPENSES**General
                    and administrative
                
                
                3,714
                
                
                4,546
                
                
                1,831
                
                
                275
                
                
                39,655**Total
                    Costs and Expenses**
                
                
                3,714
                
                
                4,546
                
                
                1,831
                
                
                275
                
                
                39,655**OPERATING
                    LOSS**
                
                
                (3,714
                )
                
                (4,546
                )
                
                (1,831
                )
                
                (275
                )
                
                (38,655
                )**OTHER
                    INCOME & (EXPENSES)**Interest
                    Income
                
                
                14
                
                
                -
                
                
                1
                
                
                -
                
                
                25Other
                    income
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                14**Total
                    Other Income & (Expenses)**
                
                
                14
                
                
                -
                
                
                1
                
                
                -
                
                
                39**NET
                    LOSS**
                
                $
                (3,700
                )
                $
                (4,546
                )
                $
                (1,830
                )
                $
                (275
                )
                
                **(38,616**
                **)****BASIC
                    AND DILUTED EARNINGS (LOSS) PER SHARE****BASIC
                    AND DILUTED EARNINGS (LOSS) PER SHARE**
                $
                (0.00
                )
                $
                (0.00
                )
                $
                (0.00
                )
                $
                (0.00
                )**WEIGHTED
                    AVERAGE NUMBER OF****COMMON
                    SHARES OUTSTANDING**
                
                
                **12,780,000**
                
                
                **12,780,000**
                
                
                **12,780,000**
                
                
                **12,780,000**


The
      accompanying notes are an integral part of the financial
      statements.




5




TASCO
        HOLDINGS INTERNATIONAL, INC.
 (A
        Development Stage Company)
 Statement
        of Changes in Stockholders' Equity (Deficit)
 From
        October 6, 1998 (inception) through June, 2006
 --------------------------------------------------------------------------------
  **Deficit****Accumulated****Additional**
                
                **During****Common**
                
                **Paid-in**
                
                **Development****Shares**
                
                **Amount**
                
                **Capital**
                
                **Stage**
                
                **Total**Shares
                    issued for cash on October 6, 1998 @ $0.0001 per share
                
                
                1,000,000
                
                
                100
                
                
                (90
                )
                
                -
                
                
                10Shares
                    issued for cash on October 9, 1998 @ $0.0001 per share
                
                
                1,300,000
                
                
                130
                
                
                1,170
                
                
                -
                
                
                1,300Shares
                    issued for cash on October 12, 1998 @ $0.0001 per share
                
                
                190,000
                
                
                19
                
                
                171
                
                
                -
                
                
                190Shares
                    issued for cash on April 11, 1999 @ $0.0001 per share
                
                
                290,000
                
                
                29
                
                
                261
                
                
                -
                
                
                290Net
                    loss, October 6, 1998 (inception) through September 30,
                    1999
                
                
                
                
                
                
                
                
                
                
                
                (295
                )
                
                (295
                )**Balance
                    September 30, 1999**
                
                
                **2,780,000**
                
                
                **278**
                
                
                **1,512**
                
                
                **(295**
                **)**
                
                **1,495**Shares
                    issued for cash on October 19, 1999 @ $0.01 per share
                
                
                10,000,000
                
                
                1,000
                
                
                9,000
                
                
                -
                
                
                10,000Net
                    loss, October 1, 1999 through September 30, 2000
                
                
                
                
                
                
                
                
                
                
                
                (367
                )
                
                (367
                )**Balance
                    September 30, 2000**
                
                
                **12,780,000**
                
                
                **1,278**
                
                
                **10,512**
                
                
                **(662**
                **)**
                
                **11,128**Net
                    loss, October 1, 2000 through September 30, 2001
                
                
                
                
                
                
                
                
                
                
                
                (11,028
                )
                
                (11,028
                )**Balance
                    September 30, 2001**
                
                
                **12,780,000**
                
                
                **1,278**
                
                
                **10,512**
                
                
                **(11,690**
                **)**
                
                **100**Net
                    loss, October 1, 2001 through September 30, 2002
                
                
                
                
                
                
                
                
                
                
                
                (4,257
                )
                
                (4,257
                )**Balance
                    September 30, 2002**
                
                
                **12,780,000**
                
                
                **1,278**
                
                
                **10,512**
                
                
                **(15,947**
                **)**
                
                **(4,157**
                **)**Net
                    loss, October 1, 2002 through September 30, 2003
                
                
                
                
                
                
                
                
                
                
                
                (4,328
                )
                
                (4,328
                )Contributed
                    Capital
                
                
                
                
                
                
                
                
                12,362
                
                
                
                
                
                12,362Net
                    loss, October 1, 2003 through September 30, 2004
                
                
                
                
                
                
                
                
                
                
                
                (7,974
                )
                
                (7,974
                )**Balance
                    September 30, 2004**
                
                
                **12,780,000**
                
                
                **1,278**
                
                
                **22,874**
                
                
                **(28,249**
                **)**
                
                **(4,097**
                **)**Contributed
                    Capital
                
                
                
                
                
                
                
                
                9,021
                
                
                
                
                
                9,021Net
                    loss, October 1, 2004 through September 30, 2005
                
                
                
                
                
                
                
                
                
                
                
                (6,667
                )
                
                (6,667
                )**Balance
                    September 30, 2005**
                
                
                **12,780,000**
                
                
                **1,278**
                
                
                **31,895**
                
                
                **(34,916**
                **)**
                
                **(1,743**
                **)**Stock
                    cancelled June 13, 2006
                
                
                (10,000,000
                )
                
                (1,000
                )Stock
                    issued June 13, 2006
                
                
                10,000,000
                
                
                1,000Net
                    loss, October 1, 2005 through June 30, 2006
                
                
                
                
                
                
                
                
                
                
                
                (3,700
                )
                
                (3,700
                )**Balance
                    June 30, 2006**
                
                
                **12,780,000**
                
                
                **1,278**
                
                
                **31,895**
                
                
                **(38,616**
                **)**
                
                **(5,443**
                **)**




The
        accompanying notes are an integral part of the financial
        statements.
  6




TASCO
        HOLDINGS INTERNATIONAL, INC.
 (A
        Development Stage Company)
 Statements
        of Cash Flows
 --------------------------------------------------------------------------------
  **Nine
                    Months**
                
                **Nine
                    Months**
                
                **Three
                    Months**
                
                **Three
                    Months**
                
                **October
                    6, 1998(inception)****Ended**
                
                **Ended**
                
                **Ended**
                
                **Ended**
                
                **through****June
                    30,**
                
                **June
                    30,**
                
                **June
                    30,**
                
                **June
                    30,**
                
                **June
                    30,****2006**
                
                **2005**
                
                **2006**
                
                **2005**
                
                **2006****CASH
                    FLOWS FROM OPERATING ACTIVITIES**Net
                    (loss)
                
                $
                (3,700
                )
                $
                (4,546
                )
                $
                (1,830
                )
                $
                (275
                )
                $
                (38,616
                )Adjustments
                    to reconcile net loss to net cash (used in) providedby
                    operating activities:Amortization
                
                
                
                
                
                
                
                
                
                
                
                240Changes
                    in operating assets and liabilities:Increase
                    (decrease) in organization cost
                
                
                
                
                
                
                
                
                
                
                
                (240
                )Increase
                    (decrease) in Loans payable (related parties)
                
                
                (1,600
                )
                
                (2,669
                )
                
                0
                
                
                (800
                )
                
                143Increase
                    (decrease) in notes payable
                
                
                
                
                
                
                
                
                
                
                
                (3,200
                )***Net
                    Cash Provided by (Used in) Operating
                    Activities***
                
                
                **(5,300**
                **)**
                
                **(7,215**
                **)**
                
                **(1,830**
                **)**
                
                **(4,275**
                **)**
                
                **(38,473**
                **)****CASH
                    FLOWS FROM INVESTING ACTIVITIES*****Net
                    Cash Provided by (Used in) Investing
                    Activities***
                
                
                **-**
                
                
                **-**
                
                
                **-**
                
                
                **-**
                
                
                **-****CASH
                    FLOWS FROM FINANCING ACTIVITIES**Common
                    stock issued for cash
                
                
                -
                
                
                -
                
                
                
                
                
                
                
                
                1278Additional
                    paid in capital
                
                
                
                
                
                6,900
                
                
                
                
                
                3,200
                
                
                31,895Net
                    borrowings from related parties
                
                
                5,300
                
                
                -
                
                
                1800
                
                
                -
                
                
                5,300***Net
                    Cash Provided by (Used in) Financing
                    Activities***
                
                
                **5,300**
                
                
                **6,900**
                
                
                **1,800**
                
                
                **3,200**
                
                
                **38,473*****Net
                    Increase (Decrease) in Cash***
                
                
                **-**
                
                
                **(315**
                **)**
                
                **(30**
                **)**
                
                **(1,075**
                **)**
                
                **-*****Cash
                    at Beginning of Year***
                
                
                **-**
                
                
                **315**
                
                
                **30**
                
                
                **1,075**
                
                
                **-*****Cash
                    at End of Year***
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -


The
      accompanying notes are an integral part of the financial
      statements.




7




**TASCO
        HOLDINGS INTERNATIONAL, INC.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **As
        of June 30, 2006**
  ***NOTE
          1. ORGANIZATION AND DESCRIPTION OF BUSINESS***
 
 Tasco
          Holdings International, Inc. (the “Company”) was organized October 6, 1998,
          under the laws of the State of Delaware as Tasco International,
          Inc.
 
 The
          Company is in the development stage. From October 6, 1998 to June 3, 2006
          its
          activities have been limited to capital formation, organization, and development
          of its business plan to provide production of visual content and other
          digital
          media, including still media, 360-degree images, video, animation and audio
          for
          the Internet.
 
 On
          June 3,
          2006 the Company abandoned its efforts in the field of digital media production
          when it acquired 100% of the share capital of Bio-Matrix Scientific Group,
          Inc.,
          a Nevada corporation. Bio-Matrix Scientific Group, Inc. (“BMSG”) is a
          development stage company in the business of designing, developing, and
          marketing medical devices, specifically disposable instruments used in
          stem cell
          extraction and tissue transfer procedures and operating cryogenic cellular
          storage facilities, specifically stem cell banking facilities.
 
 ***NOTE
          2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES***
 
 **BASIS
          OF ACCOUNTING**
 
 The
          financial statements have been prepared using the accrual basis of accounting.
          Under the accrual basis of accounting, revenues are recorded as earned
          and
          expenses are recorded at the time liabilities are incurred. The Company
          has
          adopted a September 30, year-end.
 
 **USE
          OF ESTIMATES**
 
 The
          preparation of financial statements in conformity with generally accepted
          accounting principles requires management to make estimates and assumptions
          that
          affect the reported amounts of assets and liabilities and disclosure of
          contingent assets and liabilities at the date of the financial statements
          and
          the reported amounts of revenues and expenses during the reporting period.
          Actual results could differ from those estimates.
 
 **CASH
          EQUIVALENTS**
 
 The
          Company considers all highly liquid investments with a maturity of three
          months
          or less when purchased to be cash equivalents.
 
 **DEVELOPMENT
          STAGE**
 
 The
          Company is a development stage company that, through its wholly owned
          subsidiary, devotes substantially all of its efforts in the development
          of its
          plan to operate in the field of the development, manufacture and marketing
          of
          medical devices and the operation of cellular storage facilities, specifically
          stem cell banking facilities.
 **INCOME
            TAXES**
 
 Income
            taxes are provided in accordance with Statement of Financial accounting
            Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred
            tax asset
            or liability is recorded for all temporary differences between financial
            and tax
            reporting and net
 8




**TASCO
        HOLDINGS INTERNATIONAL, INC.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **As
        of June 30, 2006**
 
 ***NOTE
        2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (continued)***
 
 operating
        loss carry forwards. Deferred tax expense (benefit) results from the net
        change
        during the year of deferred tax assets and liabilities.
 
 Deferred
        tax assets are reduced by a valuation allowance when, in the opinion of
        management, it is more likely than not that some portion of all of the deferred
        tax assets will be realized. Deferred tax assets and liabilities are adjusted
        for the effects of changes in tax laws and rates on the date of
        enactment.
 
 **BASIC
        EARNINGS (LOSS) PER SHARE**
 
 In
        February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
        specifies the computation, presentation and disclosure requirements for earnings
        (loss) per share for entities with publicly held common stock. SFAS No. 128
        supersedes the provisions of APB No. 15, and requires the presentation of
        basic
        Earnings (loss) per share and diluted earnings (loss) per share. The Company
        has
        adopted the provisions of SFAS No. 128 effective October 6, 1998
        (inception).
 
 Basic
        net
        earnings (loss) per share amounts is computed by dividing the net income
        (loss)
        by the weighted average number of common shares outstanding. Diluted earnings
        (loss) per share are the same as basic earnings per share due to the lack
        of
        dilutive items in the Company.
 
 ***NOTE
        3. WARRANTS AND OPTIONS***
 
 As
        of June
        30, 2006 there were no warrants or options outstanding to acquire any additional
        shares of common or preferred stock.
 
 On
        July
        17, 2006 the Company signed a public relations agreement with OTCFN which
        called
        for the issuance of an option agreement for 200,000 options exercisable at
        $4.50
        per share. These options expire six months from the date of execution of
        the
        agreement.
  ***NOTE
          4. GOING CONCERN***
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. The Company generated net losses of $38,616
          during the period from October 6, 1998 (inception) through June 30, 2006.
          This
          condition raises substantial doubt about the Company’s ability to continue as a
          going concern. The Company’s continuation as a going concern is dependent on its
          ability to meet its obligations, to obtain additional financing as may
          be
          required and ultimately to attain profitability. The financial statements
          do not
          include any adjustments that might result from the outcome of this
          uncertainty.
 
 Management
          plans to raise additional funds through debt or equity offerings. Management
          does not yet decide what type of offering the Company will use or how much
          capital the Company will raise. There is no guarantee that the Company
          will be
          able to raise any capital through any type of offerings.
 
 ***NOTE
          5. INCOME TAXES***
 **As
                      of June 30, 2006**Deferred
                      tax assets:Net
                      operating tax carry forwards
                  
                  $
                  5,792Other
                  
                  
                  -0-Gross
                      deferred tax assets
                  
                  
                  5,792Valuation
                      allowance
                  
                  
                  (5,792
                  )Net
                      deferred tax assets
                  
                  $
                  -0-
  9




**TASCO
        HOLDINGS INTERNATIONAL, INC.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **As
        of June 30, 2006**
 
 ***NOTE
        5. INCOME TAXES (continued)***
 
 Realization
        of deferred tax assets is dependent upon sufficient future taxable income
        during
        the period that deductible temporary
 differences
        and carry forwards are expected to be available to reduce taxable income.
        As the
        achievement of required future taxable income is uncertain, the Company recorded
        a valuation allowance. In addition, the acquisition of BMSG has resulted
        in a
        change of control. Internal Revenue Code Sec 382 limits the amount of income
        that may be offset by net operating loss (NOL) carryovers after an ownership
        change.
 
 ***NOTE
        6. SCHEDULE OF NET OPERATING LOSSES***
  1998
                    Net Operating Income
                
                $
                2951999
                    Net Operating Loss
                
                
                3672000
                    Net Operating Income
                
                
                11,0282001
                    Net Operating Loss
                
                
                4,2572002
                    Net Operating Loss
                
                
                4,3282003
                    Net Operating Loss
                
                
                7,9742004
                    Net Operating Loss
                
                
                6,6672005
                    Net Operating Loss (nine months)
                
                
                3,700Net
                    Operating Loss
                
                $
                38,616




As
        of June
        30 , 2006 the Company has a net operating loss carry forward of approximately
        $38,616, which will expire 20 years from the date the loss was
        incurred.
 
 ***NOTE
        7. RELATED PARTY TRANSACTION***
 
 **Office
        Services:**
 
 Until
        July
        3, 2006, A former director has provided office services without charge Such
        costs are immaterial to the financial statements and, accordingly, have not
        been
        reflected therein.
 
 **Loan
        from related Party:**
 
 $5,300
        was
        loaned to the Company from a related party without repayment terms and with
        no
        interest being charged. This Loan was forgiven as part of the Purchase Agreement
        involving Tosco’s purchase of Bio-Matrix Scientific Group Inc.
        (Nevada).
 
 ***NOTE
        8. COMMITMENTS AND CONTINGENCIES***
 
 On
        August
        3, 2005, BMSG entered into an agreement to lease a 14,562 square foot facility
        for use as a cellular storage facility at a rate of $18,931 per month. The
        lease
        is for a period of five years commencing on December 1, 2005 and expiring
        on
        November 30, 2010. The lease contains a renewal option enabling the Company
        to
        renew the lease for an additional five years. There are no contingent payments
        which the Company is required to make. Lease payments schedules are following
        as:
  10




**TASCO
        HOLDINGS INTERNATIONAL, INC.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **As
        of June 30, 2006**
 
 ***NOTE
        8. COMMITMENTS AND CONTINGENCIES(continued)***
 Amounts2006
                
                $
                227,7392007
                
                
                234,5622008
                
                
                241,6112009
                
                
                248,8642010
                
                
                234,377Total
                
                $
                1,187,153
 Since
            the
            signing of this lease, BMSG has been improving this facility and has
            made
            substantial progress toward creating a GMP (Good Manufacturing Practices)
            and
            GTP (Good Tissue Practices) compliant facility specifically designed
            for the
            cryogenic storage of stem cells, medical device engineering, stem cell
            research
            and stem cell specimen processing laboratories.
 
 The
            Company expects to have the facility licensed by the State of California
            and
            registered with the FDA. Concurrently, the Company has been developing
            the
            policies and procedures needed for processing stem cells for cryogenic
            storage.
 
 ***NOTE
            9. STOCK TRANSACTIONS***
 
 Transactions,
            other than employees' stock issuance, are in accordance with paragraph
            8 of SFAS
            123. Thus issuances shall be accounted for based on the fair value of
            the
            consideration received. Transactions with employees' stock issuance are
            in
            accordance with paragraphs (16-44) of SFAS 123. These issuances shall
            be
            accounted for based on the fair value of the consideration received or
            the fair
            value of the equity instruments issued, or whichever is more readily
            determinable.
 
 On
            August
            29, 2005 the Company split its common stock ten for one (10:1) from 1,278,000
            to
            12,780,000 shares outstanding. All stock transactions have been retroactively
            restated to reflect the ten for one stock split.
 
 On
            October
            6, 1998, the Company issued 1,000,000 shares of common stock for cash
            at $0.0001
            per share.
 
 On
            October
            9, 1998, the Company issued 1,300,000 shares of common stock for cash
            at $0.01
            per share.
 
 On
            October
            12, 1998, the Company issued 190,000 shares of common stock for cash
            at $0.01
            per share.
 
 On
            April 1
            1999, the Company issued 290,000 shares of common stock for cash at $0.01
            per
            share.
 
 On
            October
            19, 1999, the Company issued 10,000,000 shares of common stock for cash
            at $0.01
            per share.
 
 On
            June
            13, 2006, the Company cancelled 10,000,000 shares of common stock belonging
            to
            the Company’s former Chairman
 
 On
            June
            13, 2006, the Company issued 10,000,000 shares of common stock into Escrow
            in
            connection with the acquisition of BSMG.
 
 As
            of June
            30, 2006 the Company had 12,780,000 shares of its common stock issued
            and
            outstanding.




11




**TASCO
        HOLDINGS INTERNATIONAL, INC.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **As
        of June 30, 2006**
 
 ***NOTE
        10. STOCKHOLDERS' EQUITY ( continued)***
 
 The
        stockholders’ equity section of the Company contains the following classes of
        capital stock as of June 30, 2006:
 
 *
        Preferred stock, $ 0.0001 par value; 20,000,000 shares authorized:
 -0-
        shares
        issued and outstanding.
 
 *
        Common
        stock, $ 0.0001 par value; 80,000,000 shares authorized:
 12,780,000
        shares issued and outstanding.
  ***NOTE
          11. SUBSEQUENT EVENTS***
 
 On
          June
          14, 2006, the Company and Bio-Matrix Scientific Group, Inc., a Delaware
          corporation (the “Seller”) entered into a Stock Purchase Agreement (the
“Acquisition Agreement”).
 
 Under
          the
          terms of the Acquisition Agreement and pursuant to a separate Escrow Agreement
          between the Company and the Seller, Tasco delivered to the Escrow Agent
          the sum
          of 10,000,000 shares of the Company’s common stock and other corporate and
          financial records and the Seller delivered to the Escrow Agent 25,000 shares
          of
          the common stock of BSMG., a Nevada corporation (the “Subsidiary”). As a part of
          the transaction and pursuant to the terms of the Acquisition Agreement
          and Stock
          Cancellation Agreement between the parties and John Lauring, the Company’s
          former Chairman and Chief Executive Officer, John Lauring returned 10,000,000
          shares of the Company held and owned by him for cancellation.
 
 On
          July 3,
          2006, the Acquisition Agreement closed and Company acquired the twenty-five
          thousand (25,000) shares of the Common Stock of the Subsidiary from the
          Seller
          in exchange for the payment of the purchase price of 10,000,000 shares
          of the
          common stock of the Company and the 10,000,000 shares of the Company owned
          and
          held by John Lauring were returned to the Company for cancellation. In
          addition,
          all outstanding loans to the company were cancelled. At that time, the
          Escrow
          Agent released all stock certificates and certain other corporate and financial
          books and records held pursuant to the Escrow Agreement.
  As
          a
          result of the Acquisition Agreement, the Subsidiary became a wholly owned
          subsidiary of the Company and the Seller became the holder of approximately
          78.24% of the outstanding common stock of the Registrant.
 
 Following
          the closing of the Acquisition Agreement and on June 14, 2006, the Company’s
          officers and directors resigned their positions and elected Dr. David R.
          Koos
          and Mr. Brian Pockett as in-coming Directors of the Registrant. Following
          their
          election and the reconstruction of the Board of Directors, the Registrant’s
          Board of Directors elected Dr. David R. Koos as Chief Executive Officer
          and
          President and Mr. Brian Pockett as Chief Operating Officer and Vice President
          on
          June 19, 2006.
 
 On
          July 3,
          2006, the Company the Company changed its principal offices from 23 Brigham
          Road, Worcester, MA 01609 to 8885 Rehco Road, San Diego, California
          92121
 
 Since
          the
          Company's acquisition of BMSG on July 3, 2006 $30,688.18 has been infused
          into
          BMSG from several sources in the form of loans. The loans, which carry
          an
          interest rate of 15% and are payable January 3, 2007, are obligations of
          the
          Company and are to be repaid in full by Tasco.
 
 On
          July
          17, 2006 the Company signed a public relations agreement with OTCFN which
          called
          for the issuance of an option agreement for 200,000 options exercisable
          at $4.50
          per share. These options expire six months from the date of execution of
          the
          agreement.
 
 A
          related
          party loaned the Company $5,300 without repayment terms and with no interest
          being charged. This Loan was forgiven as part of the Purchase Agreement
          involving Tasco’s purchase of Bio-Matrix Scientific Group Inc.
          (Nevada).
 On
            July
            25, 2006 the Company adopted the TASCO HOLDINGS INTERNATIONAL, INC. 2006
            EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN which provides for the
            future
            issuance of up to 1,500,000 shares of Common Stock to eligible employees
            and
            consultants for services rendered.
  12




**TASCO
        HOLDINGS INTERNATIONAL, INC.**
 **(A
        Development Stage Company)**
 **Notes
        to Financial Statements**
 **As
        of June 30, 2006**
 ***NOTE
        11. SUBSEQUENT EVENTS (continued)***
 
 These
        shares were registered with the Securities and Exchange Commission
        (“Commission”) on Form S-8 filed with the Commission on August 8,
        2006.
    13




**Item
        2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF
        OPERATIONS.**
 
 **CERTAIN
        FORWARD-LOOKING INFORMATION**
 
 Information
        provided in this Quarterly report on Form 10QSB may contain forward-looking
        statements within the meaning of Section 21E or Securities Exchange Act of
        1934
        that are not historical facts and information. These statements represent
        the
        Company's expectations or beliefs, including, but not limited to, statements
        concerning future and operating results, statements concerning industry
        performance, the Company's operations, economic performance, financial
        conditions, margins and growth in sales of the Company's products, capital
        expenditures, financing needs, as well assumptions related to the forgoing.
        For
        this purpose, any statements contained in this Quarterly Report that are
        not
        statement of historical fact may be deemed to be forward-looking statements.
        These forward-looking statements are based on current expectations and involve
        various risks and uncertainties that could cause actual results and outcomes
        for
        future periods to differ materially from any forward-looking statement or
        views
        expressed herein. The Company's financial performance and the forward-looking
        statements contained herein are further qualified by other risks including
        those
        set forth from time to time in the documents filed by the Company with the
        Securities and Exchange Commission, including the Company's most recent Form
        10KSB for the year ended September 30, 2005.
 
 **CONDITION
        AND RESULTS OF OPERATIONS THREE MONTHS ENDED** **JUNE
        30, 2006**
 
 Revenues
        were -0- for the quarter ending June 30, 2006 and -0- for the same quarter
        ending 2005. Operating Expenses were $1,831 for the three months ended June
        30,
        2006 and $275for the same period in 2005.
 
 **ACQUISITION
        OF WHOLLY OWNED SUSIDIARY**
 
 As
        of the
        acquisition of 100% of the share capital of Bio-Matrix Scientific Group,
        Inc.
        .(“BMSG”, a Nevada corporation) on July 3, 2006, Tasco Holdings International,
        Inc.(“Company”) has ceased all activities relating to its historical business
        and adopted the business plan of BMSG.
 
 BMSG
        is
        developmental stage company engaged primarily in the cryogenic storage of
        stem
        cells and the development of medical devices used in live tissue transfer
        and
        stem cell research.
 
 Through
        BMSG, the Company has developed a line of medical devices (approximately
        192
        disposable instruments for use in the plastic surgery field and stem cell
        research). The instruments are designed to be used to harvest adult stem
        cells
        from adipose (fat) tissue. The Company seeks to market and sell these
        instruments to plastic surgeons and to offer the patients of these plastic
        surgeons an opportunity to store stem cells derived from adipose tissue for
        future medical treatments. The Company has not conducted or obtained any
        independent evaluation of the efficacy or likely market interest in using
        these
        instruments. The Company’s evaluations have been limited to those conducted by
        Company management without the benefit of any independent or third party
        professional evaluation.
 Through
          BMSG , the Company is currently constructing what it believes is a state-of-the
          art, FDA good manufacturing practices (cGMP) and good tissue practices
          (cGTP)
          compliant facility for the processing and cryo-storage (in liquid nitrogen)
          of
          adult stem cells. It anticipates that it will offer a similar service to
          expectant parents by offering to store their newborn’s cord blood stem cells as
          well. In undertaking these plans, it intend to offer such storage services
          at
          its planned facility. The planned facility is located at 8885 Rehco Road,
          San
          Diego, California 92121 and has approximately 15,000 square feet. The planned
          facility was acquired under a five year lease on December 1, 2005 at a
          current
          cost of $18,931 per month (plus certain common area costs). Under the terms
          of
          the lease, the lease term may be extended for an additional five year lease
          term
          at the then prevailing market prices.
 
 All
          of the
          Company’s current plans and strategy have been developed solely by our officers
          and Directors.
 
 **PLAN
          OF OPERATION**
 
 As
          of June
          30, 2006 the Company has $-0- cash on hand and current liabilities of $5,443,
          such liabilities consisting of loans from related parties which have since
          been
          forgiven as a part of the purchase agreement involving the Company’s acquisition
          of BMSG.
 
 The
          Company feels it will not be able to satisfy its cash requirements over
          the next
          twelve months and shall be required to seek additional
          financing.
  14




At
        this
        time, the Company plans to fund its financial needs through operating revenues
        (which cannot be assured) and , if required, through equity private placements
        of common stock. (No plan of terms, offers or candidates have yet been
        established and there can be no assurance that the company will be able to
        raise
        funds on terms favorable to the Company or at all.)
 
 Over
        the
        next 12 months, the Company anticipates opening its stem cell bank and marketing
        its disposable stem cell / tissue management instruments. Furthermore, the
        Company expects to increase the total number of employees by 20 new hires.
  **Item
        3. CONTROLS AND PROCEDURES**
  (A)
        Evaluation of Disclosure Controls and Procedures
  As
        of the
        end of the period covered by this report, the Company carried out an evaluation,
        under the supervision and with the participation of David Koos, who is the
        Company's Principal Executive Officer/Principal Financial Officer, of the
        effectiveness of the design and operation of the Company's disclosure controls
        and procedures. The Company's disclosure controls and procedures are designed
        to
        provide a reasonable level of assurance of achieving the Company's disclosure
        control objectives. The Company's Principal Executive Officer/Principal
        Financial Officer has concluded that the Company's disclosure controls and
        procedures are, in fact, effective at this reasonable assurance level as
        of the
        period covered.
  (B)
        Changes in Internal Controls Over Financial Reporting
  In
        connection with the evaluation of the Company's internal controls during
        the
        period commencing on April 1, 2006 and ending June 30, 2006, David Koos,
        who is
        both the Company's Principal Executive Officer and Principal Financial Officer
        has determined that there are no changes to the Company's internal controls
        over
        financial reporting that has materially affected, or is reasonably likely
        to
        materially effect, the Company's internal controls over financial
        reporting.
  **PART
        II.**
 
 **Item
        1:** **LEGAL
        PROCEEDINGS**
 
 None
 
 **Item
        2.** **UNREGISTERED
        SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**
 
 On
        June
        13, 2006, the Company deposited 10,000,000 newly issued common shares into
        Escrow pursuant to a stock purchase agreement (“Agreement”) by and between the
        Company and Bio-Matrix Scientific Group, Inc (“Seller”) , a
        Delaware corporation .
 
 Under
        the
        terms of the Agreement, the Company acquired all of the outstanding common
        stock
        of BMSG (at that time a wholly-owned subsidiary of the Seller) and the
        aforementioned 10,000,000 newly issued common shares were released to the
        Seller
        from Escrow at the closing of the acquisition (July 3, 2006).
 The
          shares
          were issued pursuant to Section 4(2) of the Securities Act of 1933, as
          amended.
          No underwriters were retained to serve as placement agents. The shares
          were
          offered directly through the management of the Company, and the consideration
          for the shares was 100% of the share capital of BMSG.
 
 On
          July
          17, 2006 the Company signed a public relations agreement with OTCFN (“PR
          Agreement)which called for the issuance of an option agreement for 200,000
          options exercisable at $4.50 per share (“OTCFN Options”). These options expire
          six months from the date of execution of the agreement.
 
 The
          OTCFN
          Options were issued pursuant to Section 4(2) of the Securities Act of 1933,
          as
          amended. No underwriters were retained to serve as placement agents. The
          OTCFN
          Options were offered directly through the management of the Company.
 
 Consideration
          for the OTCFN
          OPTIONS was
          OTCFN’s entry into the PR Agreement
          and the performance of services by OTCFN pursuant to that PR
          A greement.
  15




**Item
        3.** **DEFAULTS
        UPON SENIOR SECURITIES**
 
 None.
 
 **Item
        4.** **SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 An
        Information Statement which was circulated to advise the stockholders of
        actions
        already taken by a majority of stockholders. This Information Statement
        (Schedule 14C) was filed, as corrected , with the Securities and Exchange
        Commission on August 8 , 2006 and is incorporated herein by
        reference.
  **Item
        5.** **OTHER
        INFORMATION**
 
 None.
  **Item
        6. EXHIBITS**
  31.1
              Certification
                  of Chief Executive Officer31.2
              Certification
                  of Acting Chief Financial Officer32.1
              Certification
                  of Chief Executive Officer under Section 906 of the Sarbanes-Oxley
                  Act of
                  2002.32.2
              Certification
                  of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley
                  Act of 2002.




SIGNATURES





In
      accordance with the requirements of the Exchange Act, the Company caused this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




Tasc
            o
                Holdings International Inc., a Delaware corporationBy:
            /s/
                David R. Koos
              David
                R. KoosChief
                Executive OfficerDate:
                August 11, 2006




16