SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-Q/A



Amendment
No. 5



Quarterly
Report under Section 13 or 15 (d) of

Securities
Exchange Act of 1934



For
Period ended December 31, 2012



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 2,951,013,321shares of Common Stock outstanding as of January 29, 2014.





EXPLANATORY
NOTE



THIS
AMENDMENT NO. 5 TO BIO-MATRIX SCIENTIFIC GROUP, INC’S (THE “COMPANY”) FORM 10-Q FOR THE PERIOD ENDED DECEMBER
31, 2012 (“FORM 10-Q”) IS BEING FILED SOLELY TO AMEND THE FOLLOWING PORTIONS OF THE FORM 10-Q (“ORIGINAL FILING”).



PART
I1, ITEM 6 EXHIBITS



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





Item
6. EXHIBITS



|         |                                                                                                         
|-------- | --------------------------------------------------------------------------------------------------------
|10.1(a)  | SETTLEMENT AGREEMENT
    AND MUTUAL GENERAL RELEASE                                                     
|31.1(b)  | Certification of
    Chief Executive Officer                                                            
|31.2 (c) | 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.



| | (a) | incorporated
        by reference to Exhibit 10.1 of Form 8-K filed March 12 , 2013
        (b)
        incorporated by reference to Exhibit 31.1 of Form 10-Q/A filed December 27, 2013
        (c)
        incorporated by reference to Exhibit 31.2 of Form 10-Q/A filed December 27, 2013
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SIGNATURES



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



|    |                                      
|--- | -------------------------------------
|    |                                      
|    | Bio-Matrix Scientific
    Group, Inc.
|    | a
    Delaware corporation           
|    |                                      
|By: | /s/
    David R. Koos                
|    | David
    R. Koos                    
|    | Chief
    Executive Officer          
|    |                                      
|    | February
    10, 2014